UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10Q


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

For the quarterly period ended: September 30, 1998

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

For the transition period from _______________ to _____________

Commission File Number: 0-23054

                      HOSPITALITY WORLDWIDE SERVICES, INC.
--------------------------------------------------------------------------------
             (exact name of registrant as specified in its charter)

           NEW YORK                               11-3096379
--------------------------------------------------------------------------------
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)

450 PARK AVENUE, SUITE 2603, NEW YORK, NY                  10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                                (212) 223-0699
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check whether the registrant:  (1) has filed all reports 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.

                                                                  (X) Yes ( ) No

                       APPLICABLE ONLY TO CORPORATE ISSUER

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock as of the latest  practicable  date:12,113,856  as of November 12,
1998.

<PAGE>

              HOSPITALITY WORLDWIDE SERVICES, INC. AND SUBSIDIARIES
                                TABLE OF CONTENTS


                                                                        PAGE NO.
                                                                        --------

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets as of September 30, 1998
          and December 31, 1997..............................................3

          Consolidated  Statements of Operations  for the three months
          ended September 30, 1998 and 1997 and nine months
          ended September 30, 1998 and 1997..................................4

          Consolidated Statement of Changes in Stockholders'
          Equity for the nine months ended September 30, 1998................5

          Consolidated Statements of Cash Flows for the nine
          months ended September 30, 1998 and 1997 ..........................6

          Notes to Consolidated Financial Statements ........................7

Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations........................................................11

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.................................................15

Item 5.   Other Information.................................................15

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

Signatures..................................................................16

SAFE  HARBOR FOR  FORWARD-LOOKING  STATEMENTS  UNDER THE  SECURITIES  LITIGATION
REFORM ACT OF 1995.

Except for  historical  information  contained  herein,  the Report on Form 10-Q
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which involve certain risks and uncertainties. The
Company's   actual  results  or  outcomes  may  differ   materially  from  those
anticipated.  In assessing forward-looking  statements contained herein, readers
are urged to carefully  read those  statements.  When used in the Report on Form
10-Q,  the words  "estimate,"  "anticipate,"  "expect,"  "believe"  and  similar
expressions are intended to identify forward-looking statements.

                                       2

<PAGE>

              HOSPITALITY WORLDWIDE SERVICES, INC. and SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                  September 30, 1998       December 31, 1997
                                                                                  ------------------       -----------------
                                                                                     Unaudited
<S>                                                                                   <C>                     <C>     
CURRENT ASSETS:
   Cash and cash equivalents                                                          $ 11,322                $ 11,964
   Marketable securities                                                                  --                    18,916
   Accounts receivable, less allowance for doubtful 
   accounts of $413 [HRT] and $268                                                      42,940                  21,933
   Current portion of note receivable                                                     --                       342
   Costs and estimated earnings in excess of billings                                   21,559                   3,421
   Advances to vendors                                                                   7,629                   4,255
   Prepaid and other current assets                                                      3,139                   1,037
                                                                                      --------                --------
            Total current assets                                                        86,589                  61,868
   Property and equipment, less accumulated depreciation of $1,007 and $338              9,011                   3,548
   Goodwill and other intangibles, less accumulated amortization of $2,437              25,161                  17,078
      and $1,490                                                                                            
   Deferred taxes                                                                        1,059                     739
   Other assets                                                                          6,674                   1,035
                                                                                      --------                --------
                                                                                      $128,494                $ 84,268
                                                                                      ========                ========
                                                                                                            
                      LIABILITIES AND STOCKHOLDERS' EQUITY                                                  
                                                                                                            
CURRENT LIABILITIES:                                                                                        
 Loan payable - bank                                                                    11,000                    --
   Current portion of notes payable and                                                                     
     capital lease obligations                                                             656                    --
   Accounts payable                                                                     27,532                  16,374
   Accrued and other liabilities                                                         7,467                   2,540
   Billings in excess of costs and                                                                          
     estimated earnings                                                                    148                     296
   Customer deposits                                                                    13,533                  13,324
   Income taxes payable                                                                    911                       8
                                                                                      --------                --------
            Total current liabilities                                                   61,247                  32,542
   Notes payable and capital lease                                                                          
     obligations, net of current portion                                                 3,129                    --  
                                                                                      --------                --------

            Total liabilities                                                           64,376                  32,542
                                                                                      --------                --------
                                                                                                            
STOCKHOLDERS' EQUITY:                                                                                       
   Convertible preferred stock,$.01  par                                                                    
      value, $25 stated value, 3,000,000                                                 5,000                   5,000
      shares authorized, 200,000 shares                                                                     
      issued and outstanding, $5,000,000                                                                    
      liquidation preference                                                                                
   Common stock, $.01 par value,                                                                            
      50,000,000 shares authorized,                                                                         
      12,113,856 and 11,345,572 shares                                                     121                     113
      issued and outstanding                                                                                
   Additional paid-in capital                                                           55,030                  47,520
   Retained earnings (deficit)                                                           3,967                    (907)
                                                                                      --------                --------
            Total stockholders' equity                                                  64,118                  51,726
                                                                                      --------                --------
                                                                                      $128,494                $ 84,268
                                                                                      ========                ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       3
<PAGE>
              HOSPITALITY WORLDWIDE SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                    Unaudited

<TABLE>
<CAPTION>

                                                                      Three Months Ended          Nine Months Ended
                                                                         September 30,              September 30,
                                                                      1998          1997         1998          1997
                                                                      ----          ----         ----          ----

<S>                                                                <C>          <C>          <C>          <C>      
Net revenues                                                       $  69,937    $  16,532    $ 163,586    $  54,240

Cost of revenues                                                      59,287       11,876      136,824       41,570
                                                                   ---------    ---------    ---------    ---------

    Gross profit                                                      10,650        4,656       26,762       12,670

Selling, general and administrative expenses                           7,067        3,348       18,762        9,608
                                                                   ---------    ---------    ---------    ---------

       Income from operations                                          3,583        1,308        8,000        3,062
                                                                   ---------    ---------    ---------    ---------

Other income (expense):

      Interest income                                                    518          148        1,248          289

      Interest and other expense                                        (341)        (164)        (601)        (420)
                                                                   ---------    ---------    ---------    ---------

                                                                         177          (16)         647         (131)
                                                                   ---------    ---------    ---------    ---------

      Income before provision for income taxes                         3,760        1,292        8,647        2,931

Provision for income taxes                                             1,462          573        3,548        1,390
                                                                   ---------    ---------    ---------    ---------

   Net income                                                      $   2,298    $     719    $   5,099    $   1,541
                                                                   =========    =========    =========    =========

Basic earnings per common share                                    $    0.18    $    0.08    $    0.41    $    0.17
                                                                   =========    =========    =========    =========

Diluted earnings per common share                                  $    0.17    $    0.07    $    0.37    $    0.16
                                                                   =========    =========    =========    =========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                            12,112        7,897       11,952        7,960
                                                                   =========    =========    =========    =========

WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING      13,652        9,985       13,758        9,941
                                                                   =========    =========    =========    =========

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                        4

<PAGE>

              HOSPITALITY WORLDWIDE SERVICES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                                 (in thousands)
                                    Unaudited

<TABLE>
<CAPTION>
                                                   Preferred Stock     Common Stock
                                               ---------------------------------------
                                                 Number                Number                Addt'l    Retained      Total 
                                                   of       Stated      Of         Par      Paid In    Earnings    Stockholders'
                                                 Shares      Value     Shares     Value     Capital    (Deficit)    Equity
                                               --------      -----     ------     -----     -------    ---------   -------------
                                                                                                                  
                                                                                                                  
<S>                                               <C>       <C>        <C>      <C>        <C>        <C>           <C>     
BALANCE, JANUARY 1, 1998                            200   $  5,000     11,346   $    113   $ 47,520   $   (907)     $ 51,726
                                                                                                                  
Exercise of stock options and warrants             --         --          246          2        765       --             767
                                                                                                                  
Stock issued in connection with acquisition        --         --          514          6      6,166       --           6,172
                                                                                                                  
Warrants issued for services                       --         --         --         --          579       --             579
                                                                                                                  
Net income                                         --         --                                         5,099         5,099
                                                                                                                  
Preferred dividends                                --         --         --         --         --         (225)         (225)
                                               ---------------------------------------------------------------------------------
                                                                                                                  
Balance, Sept. 30, 1998                             200   $  5,000     12,106   $    121   $ 55,030   $  3,967      $ 64,118
                                               =================================================================================
</TABLE>


The  accompanying  notes  to  consolidated  financial  statements  notes  are an
integral part of these statements.

                                       5
<PAGE>

             HOSPITALITY WORLDWIDE SERVICES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   Unaudited


<TABLE>
<CAPTION>
                                                                  Nine Months ended
                                                                    September 30,

                                                              1998                  1997
                                                              ----                  ----

<S>                                                        <C>                    <C>     
CASH FLOWS FROM OPERATING ACTIVITES:
   Net income                                              $  5,099               $  1,541
Adjustments to reconcile net income to
  net cash used in operating activities:
   Depreciation and amortization                              1,463                    870
   Stock based compensation charge                              420                     22
   Deferred income tax benefit                                 (320)                    25
 (Increase) decrease in current assets:
   Accounts receivable                                      (17,845)                (1,688)
   Notes receivable                                             342                   --
   Costs in excess of billings                              (18,138)                (1,015)
   Advances to vendors                                       (3,374)                (3,486)
   Prepaid and other current assets                             192                   (464)
(Increase) in other assets                                   (2,036)                  (597)
Increase (decrease) in current liabilities:
   Accounts payable                                           9,611                 (2,406)
   Accrued and other liabilities                              4,140                    216
   Billings in excess of costs                                 (142)                   (97)
   Customer deposits                                            209                  7,765
   Income taxes payable                                         903                    515
                                                           --------               --------
NET CASH USED IN OPERATING ACTIVITIES                       (19,476)                 1,201
CASH FLOWS FROM INVESTING ACTIVITIES:
   Sale of short term marketable securities                  18,916                   --
   Purchase price of acquisition                             (1,500)                  --
   Investment ING Joint Venture                              (2,245)                  --
   Cash acquired, upon acquisition,
     net of acquisition costs                                   (62)                   689
   Purchase of property and equipment                        (3,335)                (1,379)
   Investment in mortgages receivable                        (3,555)                  --
                                                           --------               --------
NET CASH PROVIDED BY (USED IN)INVESTING ACTIVITIES            8,219                   (690)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of loan payable                                 (8,800)                (1,400)
   Proceeds from borrowings on loan payable                  19,800                   --
   Repayment of notes payable and capital
     lease obligations                                       (1,152)                   141
   Proceeds from stock offering                                --                   32,251
   Proceeds from exercise of stock options and warrants         767                    826
   Purchase of treasury stock                                  --                   (2,210)
                                                           --------               --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    10,615                 29,608
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           (642)                30,119
                                                           --------               --------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD               11,964                    276
                                                           --------               --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                   $ 11,322               $ 30,395
                                                           ========               ========
</TABLE>

                                       6
<PAGE>
              HOSPITALITY WORLDWIDE SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                    Unaudited


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:


<TABLE>
<CAPTION>
<S>                                                                                    <C>                             <C>    
Cash paid during the period for:
      Income taxes                                                                     $ 2,780                         $   507
      Interest                                                                         $   505                         $   288
NON-CASH INVESTING & FINANCING ACTIVITIES:
Fair value (including goodwill) of net assets acquired                                 $ 6,232                         $11,166
Stock issued for assets acquired                                                       $ 6,172                         $11,953
Preferred stock dividends not paid in lieu of purchase price reduction for LPC         $   ---                         $   225
      acquisition
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: CONSOLIDATION

The consolidated  financial statements of Hospitality  Worldwide Services,  Inc.
and  Subsidiaries  (the "Company") and related notes thereto as of September 30,
1998 and for the three months and nine months ended  September 30, 1998 and 1997
are  presented  as  unaudited,  but in the  opinion of  management  include  all
adjustments necessary to present fairly the information set forth therein. These
adjustments  consist solely of normal  recurring  adjustments.  The consolidated
balance  sheet  information  for  December 31, 1997 was derived from the audited
consolidated  financial  statements  included in the Company's Form 10-K.  These
interim  consolidated  financial  statements  should be read in conjunction with
that report.  The interim results are not necessarily  indicative of the results
for any future period.

NOTE 2: ACQUISITIONS

On January 9, 1998, the Company completed the acquisition of Bekins Distribution
Services, Inc. ("Bekins"), a leading provider of transportation, warehousing and
installation  services  to a variety of  customers  worldwide.  Founded in 1969,
Bekins is a logistical  services  company  that serves  clients who are opening,
renovating  or  relocating  facilities  by assuring  that  materials,  fixtures,
furniture  and  merchandise  are moved from multiple  vendor  locations to their
ultimate  destinations in a controlled orderly sequence so that each item can be
installed on schedule. The purchase price of Bekins of approximately $11,000,000
consisted  of  514,117  shares of Common  Stock and the  assumption  of  certain
Bekins' debt. The purchase agreement contains a make-whole  adjustment  whereby,
on a formula-basis, additional shares will be issued if the average price of the
Company's common stock for the 20 trading days prior to the one year anniversary
date is less  than 85% of the  share  price as of the date of  acquisition.  The
closing share price on the date of acquisition  was $12.25.  The acquisition was
accounted  for  as a  purchase  with  the  results  of  Bekins  included  in the
consolidated financial statements of the Company from the acquisition date.

On  February  9, 1998,  the  Company  purchased  the  assets of the real  estate
advisory business, consisting primarily of development contracts, from Watermark
Limited,  LLC, an international  management  company that is the general partner
and manages Watertone  Holdings LP, a shareholder of the Company.  The resulting
wholly owned  subsidiary of the Company is named HWS Real Estate Advisory Group,
Inc.  ("HWS  REAG").  The purchase  price of HWS REAG was  $1,500,000  and their
results are included in the  consolidated  financial  statements  of the Company
from the acquisition date.

                                       7

<PAGE>

On March 6, 1998, in  conjunction  with a joint  venture  formed with ING Realty
Partners ("ING Joint  Venture"),  the Company acquired the Clarion Quality Hotel
in Chicago, Illinois. A wholly-owned subsidiary of the Company will renovate and
refurbish this property pursuant to a contract with the ING Joint Venture, which
is expected to generate  approximately $11 million of revenue for the Company in
1998.

On April 27, 1998, in  conjunction  with a joint venture formed with Apollo Real
Estate  Advisors II, L.P.  ("Apollo Joint  Venture"),  the Company  acquired the
Historic District Hotel in Richmond,  Virginia. A wholly-owned subsidiary of the
Company will  renovate and refurbish  this property  pursuant to a contract with
the Apollo Joint Venture which is expected to generate  approximately $1 million
of revenue for the Company in 1998.

NOTE 3: EARNINGS PER SHARE OF COMMON STOCK

In 1997, the Company adopted SFAS No. 128,  "Earnings Per Share," which replaced
the  calculation of primary and fully diluted  earnings per share with basic and
diluted earnings per share.  Unlike primary  earnings per share,  basic earnings
per share  excludes any dilutive  effects of options,  warrants and  convertible
securities.  Diluted  earnings  per share  are very  similar  to the  previously
reported  fully diluted  earnings per share.  All earnings per share amounts for
prior periods have been restated to conform to the new requirements.

Basic  earnings  per common share are based on net income less  preferred  stock
dividends  divided by the weighted average number of common shares  outstanding.
Diluted earnings per common share are adjusted to reflect the assumed conversion
of  convertible  preferred  stock and the  elimination  of the  preferred  stock
dividends,  if such conversion is dilutive,  and the weighted  average number of
common share equivalents from stock options and warrants.

NOTE 4: PRO FORMA INFORMATION

The following pro forma consolidated  financial information has been prepared to
reflect the  acquisition  of the assets and  business  of Bekins.  The pro forma
financial  information  is based on the historical  financial  statements of the
Company  and Bekins,  and should be read in  conjunction  with the  accompanying
footnotes.  The accompanying pro forma financial  information is presented as if
the transaction occurred January 1, 1997. The pro forma financial information is
unaudited  and is not  necessarily  indicative  of what the  actual  results  of
operation  of the Company  would have been  assuming  the  transaction  had been
completed as of January 1, 1997, and neither is it necessarily indicative of the
results of operations for future periods.

                                     Nine Months Ended September 30, 1997
       ------------------------------------------------------------------
       (amounts in thousands, except share data)               (Unaudited)
       Net revenues                                               $69,268
       Net income                                                  $1,718
       Basic earnings per common share                              $0.20

The above  unaudited  pro forma  statements  have been  adjusted  to reflect the
amortization of goodwill, as generated by the acquisition over a 30-year period,
adjustments to reflect historical compensation per employment agreements entered
into at the date of acquisition, additional income taxes on pro forma income and
the 514,117 common shares issued as consideration in the transaction.

                                       8
<PAGE>
NOTE 5:     RECENT DEVELOPMENTS

On June 5, 1998,  the Company signed a master  development  agreement with Prime
Hospitality  Corp.  ("Prime") to develop twenty hotel properties over a two-year
period under the AmeriSuites  brand name. Under the agreement,  the Company will
provide  the  site  identification,  development,  construction  and  purchasing
services  required for each project and Prime will  provide  project  design and
management and franchise services once each property is complete.  With a change
in the capital  markets,  the Company has decided to reassess its  commitment to
the Prime venture. It is exploring the possibility of significantly scaling back
the scope of its  relationship  with Prime.  This may include  discussions  with
other joint  venture  partners and other  potential  franchisees.  The Company's
commitment to date is immaterial to its overall operations.

NOTE 6:     COMPREHENSIVE INCOME

In July 1997, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
130, "Reporting  Comprehensive Income." This statement establishes standards for
reporting and display of  comprehensive  income and its components in a separate
financial  statement.  Comprehensive  income  generally  includes  net income as
reported by the Company adjusted for cumulative foreign translation  adjustments
and   unrealized   gains  and   losses  on   marketable   securities   that  are
available-for-sale,  which are currently  reported in the  stockholders'  equity
section of the balance  sheet.  The  statement  is  effective  for fiscal  years
beginning  after  December 15, 1997. The Company has adopted the standard at the
beginning  of  1998.  The  differences   between  net  income  as  reported  and
comprehensive income is immaterial for the three and nine months ended September
30, 1998 and 1997.

NOTE 7:     DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

In June 1997,  the FASB issued SFAS No. 131,  "Disclosure  about  Segments of an
Enterprise and Related  Information."  This statement  requires that the Company
report  financial and  descriptive  information  about its reportable  operating
segments in financial  statements  issued to shareholders for interim and annual
periods. The Statement also establishes  standards for related disclosures about
products  and  services,  geographic  areas  and  major  customers.  Under  this
Statement,  operating  segments  are  components  of an  enterprise  about which
separate financial  information is available that is regularly  evaluated by the
enterprise's  chief  operational  decision-maker  in  deciding  how to  allocate
resources and in assessing  performance.  This statement is effective for fiscal
years  beginning  after December 15, 1997. The Company will conform with the new
standard as of December 31, 1998.

                                        9

<PAGE>

NOTE 8:     EARNINGS PER SHARE

The following table  reconciles the components of basic and diluted earnings per
common share for the three and nine months ended September 30, 1998 and 1997 (in
thousands).

<TABLE>
<CAPTION>

                                                                   Three Months Ended        Nine Months Ended
                                                                      September 30,            September 30,
                                                                      1998         1997       1998         1997
                                                                      ----         ----       ----         ----

<S>                                                                <C>         <C>         <C>         <C>     
Numerator:
   Net income                                                      $  2,298    $    719    $  5,099    $  1,541
   Preferred stock dividends                                            (75)        (75)       (225)       (225)
                                                                   --------    --------    --------    --------
   Basic earnings per common share -                                  2,223         644       4,874       1,316
     Net income available to common
     shareholders
   Effect of dilutive securities                                         75          75         225         225
                                                                   --------    --------    --------    --------
     Preferred stock dividends
   Diluted earnings per common share -                             $  2,298    $    719    $  5,099    $  1,541
     Net income available to common
     stockholders

Denominator:
   Basic earnings per common share - weighted
       average common shares outstanding                             12,112       7,897      11,952       7,960
   Effect of dilutive securities
       Stock-based compensation plans                                   540       1,088         806         981
       Preferred stock                                                1,000       1,000       1,000       1,000
                                                                   --------    --------    --------    --------
   Diluted earnings per common share -
       Weighted average common and common
       equivalent shares outstanding                                 13,652       9,985      13,758       9,941

</TABLE>

                                       10

<PAGE>
              HOSPITALITY WORLDWIDE SERVICES INC., AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DESCRIPTION OF BUSINESS/OVERVIEW

From its inception in 1991 to August 1995, the Company's only source of revenues
was its decorative  energy-efficient lighting fixture design,  manufacturing and
installation  business.  The Company acquired its renovation  business in August
1995 and  disposed of its  lighting  business in February  1996.  As part of its
strategy to further its position as one of the leading providers of services for
the hospitality industry on a global basis, the Company acquired its procurement
and reorder  businesses in January 1997,  its  transportation,  warehousing  and
installation  business in January 1998 and its real estate advisory  business in
February 1998. As a result of this significant  change in the Company's business
focus, period to period historical comparisons are not considered meaningful.

Additionally,  historical  comparisons  are not  considered  meaningful  because
revenue  recognition  methodologies  vary across the Company's  businesses.  The
Company  recognizes all revenues  associated with a renovation,  transportation,
warehousing or installation project on a percentage of completion basis. As part
of this process,  the Company  develops a complete scope of work to be performed
and invoices its clients on a monthly or bi-monthly  basis as work is performed.
The  Company's  cost of services  has been  relatively  stable over the past two
years. In contrast to the Company's  recognition of renovation,  transportation,
warehousing  or  installation   revenues,  the  Company  recognizes  procurement
revenues in three ways:  (i) when the Company is a  principal,  during  which it
functions as a purchaser and reseller of products,  the Company  recognizes  all
revenues  associated  with the  products it purchases at the time of shipment of
the respective product, (ii) when the Company acts as an agent only, service fee
income is  recognized  as revenue at the time the service is provided  and (iii)
when the Company provides these services under long-term contracts, earnings are
recognized under the percentage of completion method,  based on efforts expended
over the life of the contract.  In each case, the Company  charges its clients a
procurement  fee based upon the amount of time and effort it expects to spend on
a project. The Company intends to continue to expand its role as a purchaser and
reseller because the Company  believes that it can enter into more  advantageous
arrangements with its vendors when acting as principal rather than agent.  Under
each method of procurement revenue  recognition,  profits primarily include only
procurement  service fees. The Company realizes reorder and real estate advisory
revenue based on the fees it charges its clients for services rendered.

RESULTS OF  OPERATIONS:  NINE MONTHS  ENDED  SEPTEMBER  30, 1998 vs. NINE MONTHS
ENDED SEPTEMBER 30, 1997.

The  Company  experienced  a  significant   increase  in  its  net  revenues  to
$163,586,000  for the nine months  ended  September  30, 1998 in  comparison  to
$54,240,000  for the nine months ended  September 30, 1997, due in large part to
increased  revenues for the renovation  and  procurement  businesses  which have
increased  over  last  year due to  continued  growth  in their  customer  base,
attributed  to  increased   sales  and  marketing   efforts,   and  the  further
establishment  of the Company's name in the hospitality  industry.  In addition,
the  acquisitions  of  Bekins  and  HWS  REAG  have  contributed   approximately
$19,330,000 to such revenues.

Cost of revenues for the nine months ended September 30, 1998 were $136,824,000,
compared to  $41,570,000  for the same period  last year.  This  increase is due
mainly  to  revenue  growth  and the  additions  of Bekins  and HWS REAG,  which
incurred costs of approximately  $14,200,000 for the nine months ended September
30, 1998.  Gross  profit,  as a percent of revenue was 

                                       11
<PAGE>

16.4% for the nine months ended  September 30, 1998 as compared to 23.4% for the
same period last year due to  expansion  into  businesses  which have  different
pricing  structures as well as increased  volume of activity in the  procurement
businesses  which  historically  has lower  gross  margins  as  compared  to the
renovation business.

Selling, general and administrative expenses for the nine months ended September
30, 1998 have  increased to  $18,762,000,  compared to  $9,608,000  for the same
period last year.  Contributing to this increase are the  acquisitions of Bekins
and HWS  REAG,  which  incurred  expenses  of  approximately  $3,500,000  and an
investment in the  infrastructure  of the Company to support the revenue growth.
Additionally,  selling, general and administrative expenses include $794,000 and
$591,000 of goodwill  amortization  for the periods ended September 30, 1998 and
1997,  respectively.  As a  percentage  of net  revenues,  selling,  general and
administrative  expenses  for the nine  months  ended  September  30,  1998 have
decreased to 11.5% from 17.7% for the same period last year.  This  reduction is
the  result  of  greater   economies  of  scale   provided  by  growth  and  the
acquisitions.

Interest  income  increased from $289,000 to $1,248,000 in the nine months ended
September  30, 1998 due to the  investment  of the  proceeds  received  from the
Company's  public  offering  in  September  1997.  Interest  and  other  expense
increased  in the nine months ended  September  30, 1998 as compared to the same
period  last year  primarily  due to the  acquisition  of Bekins  which  carries
approximately $3,700,000 of long-term debt.

The provision for income taxes for the nine months ended  September 30, 1998 was
$3,548,000, compared to $1,390,000 for the nine months ended September 30, 1997.
The increase in the  provision for income taxes was primarily due to an increase
in income before income taxes.

As a result of the above,  net income for the nine month period ended  September
30, 1998 was $5,099,000 compared to net income of $1,541,000 for the same period
last year.

RESULTS OF  OPERATIONS:  THREE MONTHS ENDED  SEPTEMBER 30, 1998 vs. THREE MONTHS
ENDED SEPTEMBER 30, 1997

The Company's  net revenues  increased  substantially  in the three months ended
September  30, 1998 to  $69,937,000  as compared  to  $16,532,000  for the three
months ended  September  30, 1997.  The increase was due  primarily to increased
revenues for the procurement and renovation businesses which have utilized sales
and marketing  efforts and further  establishment  of the Company's  name in the
hospitality  industry to continue  growth in their customer base.  Additionally,
the acquisition of Bekins and HWS REAG have contributed approximately $7,530,000
to revenue to the quarter ended September 30, 1998.

Cost of revenues for the three months ended September 30, 1998 were $59,287,000,
compared to  $11,876,000  for the three months ended  September  30, 1997.  This
increase  is due to  revenue  growth and the  additions  of Bekins and HWS REAG,
which incurred cost of revenues of approximately $5,700,000 in the quarter ended
September  30, 1998.  As a percent of  revenues,  gross profit was 15.2% for the
three months ended  September  30, 1998 as compared to 28.2% for the same period
last year.  The change in gross profit percent was primarily due to an increased
volume of activity in the procurement  businesses which  historically have lower
gross margins as compared to the renovation business.

Selling, general and administrative expenses for the quarter ended September 30,
1998 were $7,067,000,  compared to $3,348,000 for the same period last year. The
primary  contributors  to this increase were the  acquisitions of Bekins and HWS
REAG, which incurred  expenses of 

                                       12
<PAGE>

approximately  $1,300,000 and an investment in the infrastructure of the Company
to support the revenue growth, Additionally, selling, general and administrative
expenses  include  $268,000 and $197,000 of goodwill  amortization for the three
months ended September 30, 1998 and 1997,  respectively.  As a result of greater
economies  of  scale  from  growth  and  acquisitions,   selling,   general  and
administrative expenses as a percentage of net revenues declined to 10.1% in the
quarter ended September 30, 1998 from 20.3% in the same quarter a year ago.

Interest  income  increased  from  $148,000 to  $518,000  in the  quarter  ended
September  30, 1998 due to the  investment  of the  proceeds  received  from the
Company's  public  offering  in  September,  1997.  Interest  and other  expense
increased  in the  three  months  ended  September  30,  1998 as a result of the
acquisition of Bekins which carries  long-term debt of approximately  $3,700,000
and the recognition of the Company's proportionate share of the operating losses
of the ING Joint Venture.

The provision for income taxes for the three months ended September 30, 1998 was
$1,462,000  compared to $573,000 for the same period last year. The increase was
primarily due to the increase in income before income taxes.

As a result of the above,  net income for the three month period ended September
30, 1998  increased  to  $2,298,000,  compared to net income of $719,000 for the
same period last year.

LIQUIDITY AND CAPITAL RESOURCES

In March 1998,  the Company  obtained a new unsecured line of credit with Marine
Midland  Bank,  which  provides the Company a maximum  borrowing of  $7,000,000.
Borrowings  under the line of credit bear  interest at the bank's prime  lending
rate.  Proceeds  from  the  borrowing  are  utilized  to  fund  short-term  cash
requirements.  At  September  30, 1998,  there were  $5,650,000  in  outstanding
borrowings under the line of credit.

In  July  1998,  the  Company  obtained  a new  unsecured  line of  credit  with
NationsBank,  which  provides  the Company a maximum  borrowing  of  $6,000,000.
Borrowings  under the line of credit bear  interest at the bank's prime  lending
rate.  Proceeds  from  the  borrowing  are  utilized  to  fund  short-term  cash
requirements.  At  September  30,  1998 there  were  $5,350,000  in  outstanding
borrowings under the line of credit.

The Company's short-term and long-term liquidity  requirements generally consist
of operating capital for its businesses and selling,  general and administrative
expenses.  The  Company  continues  to  satisfy  its  short-term  and  long-term
liquidity  requirements  with cash generated from  operations,  borrowings under
lines  of  credit  and  funds  from a public  offering  of its  Common  Stock in
September  1997.  Due to the nature of its resources  allocated to personnel for
performance of its services, capital requirements are insignificant.

Net cash used by operating  activities was $19,476,000 for the nine months ended
September 30, 1998,  compared to net cash  provided of  $1,201,000  for the same
period last year. During the nine months ended September 30, 1998, the Company's
accounts  receivable  and costs and  estimated  earnings  in excess of  billings
increased due to revenue  growth and  acquisitions.  This increase was partially
offset by an increase in accounts payable. The additional accounts receivable at
September 30, 1998 are expected to be collected in full within six months.

Net cash provided by investing  activities  for the nine months ended  September
30, 1998 was $8,219,000, compared to a use of $690,000 for the nine months ended
September  30, 1997.  The increase in cash  provided is primarily  the result of
maturing  marketable  securities  which were used to 

                                       13
<PAGE>

fund operating activities offset by the purchase of a subsidiary,  HWS REAG, the
investment in the ING Joint Venture,  which  purchased the Clarion Quality Hotel
and the investment in mortgages receivable.

Net cash provided by financing  activities  for the nine months ended  September
30, 1998 was  $10,615,000  compared to net cash provided of $29,608,000  for the
same period last year.  The primary  financing  source in the nine months  ended
September 30, 1998 was the proceeds from  borrowings on the Company's  available
line of credit.  For the nine months ended  September  30, 1997,  the  Company's
public stock  offering in September,  1997 generated net proceeds to the Company
of approximately $32,250,000.

As the  Company  grows and  continues  to explore  opportunities  for  strategic
alliances and acquisition,  investment in additional support systems,  including
infrastructure  and personnel will be required.  The Company expects to increase
its costs and  expenses  as it  continues  to invest in the  development  of its
businesses.  Although  these  increases may result in a short-term  reduction in
operating margin as a percentage of revenues,  the Company  anticipates that its
investments  will have a  positive  impact on its net  revenues  on a  long-term
basis. The Company  anticipates making substantial  expenditures as it continues
to explore expansion through strategic alliances and acquisitions.

The Company believes its present cash position,  including  increasing  revenues
and cash on hand,  amounts  available  under  lines of credit and its ability to
obtain  additional  financing as  necessary,  will allow the Company to meet its
short-term operating needs for at least the next twelve months.

YEAR 2000

The Year 2000 issue  results from computer  programs and  circuitry  that do not
differentiate  between the year 1900 and the year 2000  because they are written
using two rather than four digit  dates to define the  applicable  year.  If not
corrected,  many computer applications and date-sensitive  devices could fail or
create  erroneous  results by or at January 1, 2000. The Year 2000 issue affects
virtually all companies and organizations, including the Company.

The Company is currently in the process of developing a plan,  the goal of which
is to assure that the Company will achieve Year 2000  readiness in time to avoid
significant Year 2000 failures. The Company is assessing the Year 2000 readiness
issues for its computer systems, business processes, facilities and equipment to
assure  their  continued   functionality.   Parker  FIRST,   the  Company's  new
proprietary  software  product,  has been  developed  and  maintained  by Parker
Reorder and was  designed  to account  for Year 2000 and beyond.  The Company is
also  assessing  the  readiness of external  entities,  such as  subcontractors,
suppliers,  vendors and customers that interface with the Company.  In addition,
the Company is evaluating the requirements for a contingency plan to be designed
to  lessen  the  impact  of any Year  2000  problems  which  may  ultimately  be
uncovered.

The Company  believes based upon its internal  reviews and other  factors,  that
future external and internal costs to be incurred  relating to the  modification
of  internal-use  software  for the Year 2000 will not have a  material  adverse
effect  on the  Company's  results  of  operations  or  financial  position.  In
addition,  the Company believes that its internal computer  systems,  facilities
and  equipment  will be upgraded for Year 2000.  However,  there is no assurance
that all of the upgrades  will be completed in time or function as intended.  In
such an event, the Company may experience significant  disruptions,  the cost of
which the Company is unable to estimate at this time. The Company,  also, cannot
assure that its failure or failure of third parties to address  adequately  Year
2000 issues will not have a material effect on the Company.

                                       14
<PAGE>

PART II.  OTHER INFORMATION


Item 1.           Legal Proceedings.  

      On June 1, 1998,  an action (the "State  Action") was brought  against the
Company by West  Atlantic  Corp.  in the Supreme Court of the State of New York,
County of New York.  The State  Action  alleges that the Company  retained  West
Atlantic Corp. pursuant to an agreement dated March 1, 1995 (the "Agreement") to
perform certain marketing and selling services for the Company. The State Action
further alleges that fees were earned and not paid under the Agreement and seeks
damages  for  breach of  contract  of not less than  $10,000,000,  damages  with
respect to  "significant  benefits to the Company" in an amount of not less than
$5,000,000  and damages  relating to breach of the duties of good faith and fair
dealing in an amount of not less than $10,000,000. The Company believes that the
three claims are duplicative.  The State Action also seeks interest and specific
performance.  The Company  believes that since it has performed all  obligations
required to be  performed  under the  Agreement,  the State Action does not have
merit and  intends  to  vigorously  defend the claims  asserted  against  it. In
addition, the Company has brought claims in federal and state court against Tova
Schwartz,  the former  President  and Chief  Executive  Officer of the Company's
predecessor,  seeking  indemnity  and  punitive  damages.  The state and federal
actions  claim that,  among  other  things,  Schwartz  failed to disclose to the
Company the existence of the Agreement when the Company  purchased from Schwartz
certain shares of Common Stock which she then held.

Item 5.   Other Information

      In  accordance  with  recent  amendments  to the  proxy  rules  under  the
Securities  Exchange Act of 1934,  as amended,  the Company's  shareholders  are
notified  that the  deadline  for  providing  the Company  timely  notice of any
shareholder  proposal  to be  submitted  outside of the Rule 14a-8  process  for
consideration at the Company's 1999 Annual Meeting of Shareholders will be April
7, 1999.  As to all such matters as to which the Company does not have notice on
or prior to April 7,  1999,  discretionary  authority  shall be  granted  to the
designated persons in the Company's proxy for such Annual Meeting.

Item 6.   Exhibits and Reports on Form 8-K

   (a)   Exhibits
                        11          Computation    of    earnings    per   share
                                    (Incorporated  herein by reference to Note 9
                                    to  the  Company's   Consolidated  Financial
                                    Statements).
                        27          Financial Data Schedule

(b) Reports on Form 8-K

SEPTEMBER 16, 1998 THE FOLLOWING EVENT WAS REPORTED:
The  Company  filed a Form 8-K/A to amend the filing of Form 8-K on January  23,
1998, as amended on March 24, 1998 and April 16, 1998 to include certain revised
pro forma  financial  statements  with respect to the Company's  acquisition  of
Bekins.


The following financial statements were filed with this report:

Hospitality Worldwide Services, Inc. Pro Forma Financial Information.

Balance Sheet as of September 30, 1997.
Income Statement for the nine months ended September 30, 1997.  
Income Statement for the year ended December 31, 1996.






                                       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.

                               HOSPITALITY WORLDWIDE SERVICES, INC.


                               By:   /S/ROBERT A. BERMAN
                                     ------------------------------------
                                     ROBERT A. BERMAN
                                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                               By:   /S/HOWARD G. ANDERS
                                     ------------------------------------
                                     HOWARD G. ANDERS
                                     EXECUTIVE VICE PRESIDENT,
                                     CHIEF FINANCIAL OFFICER
                                     (PRINCIPAL FINANCIAL OFFICER, 
                                     PRINCIPAL ACCOUNTING OFFICER) AND
                                     SECRETARY


Dated: November 12, 1998