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: June 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)


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
State 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 August 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 June 30, 1998
           and December 31, 1997.............................................3

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

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

           Consolidated Statements of Cash Flows for the six
           months ended June 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 4.    Submission of Matters to a Vote of Security holders..............14

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>
                                                            JUNE 30, 1998              DECEMBER 31, 1997
                                                            -------------              -----------------
                                                             UNAUDITED
CURRENT ASSETS:
<S>                                                           <C>                            <C>    
   Cash and cash equivalents                                  $14,053                        $11,964
   Marketable securities                                          ---                         18,916
   Accounts receivable, less allowance for                      49,857                        21,933
      doubtful accounts of $366 and $268
   Current portion of note receivable                             ---                            342
   Costs and estimated earnings in excess of billings            1,614                         3,421
   Advances to vendors                                           5,617                         4,255
   Prepaid and other current assets                              4,535                         1,037
                                                              --------                       -------
            Total current assets                                75,676                        61,868
   Property and equipment, less accumulated                      8,511                         3,548
      depreciation of $649 and $338
   Goodwill and other intangibles, less                         25,579                        17,078
     accumulated amortization of $2,019 and
      $1,490
   Deferred taxes                                                1,059                           739
   Other assets                                                  5,404                         1,035
                                                              --------                      --------
                                                              $116,229                       $84,268
                                                              ========                       =======
</TABLE>
<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
<S>                                                              <C>                                
 Loan payable - bank                                             4,450                           ---
   Current portion of notes payable and                            655                           ---
      capital lease obligations
   Accounts payable                                             26,765                        16,374
   Accrued and other liabilities                                 4,347                         2,540
   Billings in excess of costs and                                 293                           296
      estimated earnings
   Customer deposits                                            13,943                        13,324
   Income taxes payable                                            619                             8
                                                              --------                       -------
            Total current liabilities                           51,072                        32,542
   Notes payable and capital lease
      obligations, net of current portion                        3,296                          ---
                                                              --------                       -------
            Total liabilities                                   54,368                        32,542
                                                              --------                       -------
STOCKHOLDERS' EQUITY:
   Convertible preferred stock,$.01  par                         5,000                         5,000
      value, $25 stated value, 3,000,000
      shares authorized, 200,000 shares
      issued and outstanding, $5,000,000
      liquidation preference
   Common stock, $.01 par value,                                   121                           113
      50,000,000 shares authorized,
      12,105,522 and 11,345,572 shares
      issued and outstanding
   Additional paid-in capital                                   54,996                        47,520
   Retained earnings (deficit)                                   1,744                          (907)
                                                              --------                       -------
            Total stockholders' equity                          61,861                        51,726
                                                              --------                       -------
                                                              $116,229                       $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                        Six Months Ended
                                                                         June 30,                                 June 30,
                                                                1998                1997                 1998                1997
                                                                ----                ----                 ----                ----

<S>                                                          <C>                 <C>                  <C>                 <C> 
Net revenues                                                 $52,359             $19,513              $93,649             $37,708

Cost of revenues                                              43,639              14,958               77,537              29,694
                                                             -------             -------              -------             -------

    Gross profit                                               8,720               4,555               16,112               8,014

Selling, general and administrative expenses                   6,206               3,617               11,695               6,260
                                                             -------             -------              -------             -------

       Income from operations                                  2,514                 938                4,417               1,754
                                                             -------             -------              -------             -------

Other income (expense):

      Interest income                                            366                  78                730                  141

      Interest expense                                          (115)               (164)              (260)                (256)
                                                             -------             -------              -------             -------
                                                                 251                 (86)               470                 (115)
                                                             -------             -------              -------             -------

      Income before provision for income taxes                 2,765                 852                4,887               1,639

Provision for income taxes                                     1,182                 422                2,086                 817
                                                             -------             -------              -------             -------

   Net income                                                 $1,583                $430               $2,801                $822
                                                             =======             =======              =======             =======

Basic earnings per common share                                $0.13               $0.04                $0.22               $0.08
                                                             =======             =======              =======             =======

Diluted earnings per common share                              $0.12               $0.04                $0.20               $0.08
                                                             =======             =======              =======             =======

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                    11,920               8,138               11,870               7,991
                                                             =======             =======              =======             =======

WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
  SHARES OUTSTANDING                                          13,746               9,992               13,862               9,838
                                                             =======             =======              =======             =======
</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 SIX MONTHS ENDED JUNE 30, 1998
                                 (in thousands)
                                    Unaudited

<TABLE>
<CAPTION>

                                      Preferred Stock                    Common Stock
                               -------------------------------------------------------
                                                               Number                        Addt'l        Retained        Total
                                Number of      Stated            of               Par        Paid In       Earnings   Stockholders'
                                 Shares        Valued          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           731         ---          733

Stock issued in
    connection with
    acquisition                    ---           ---              514                6         6,166         ---        6,172

Warrants issued for
    services                       ---           ---              ---              ---           579         ---          579

Net income                         ---           ---                                                       2,801        2,801

Preferred dividends                ---           ---              ---              ---           ---        (150)        (150)
                               ----------------------------------------------------------------------------------------------------

Balance, June 30, 1998             200        $5,000           12,106             $121       $54,996      $1,744      $61,861
                               ====================================================================================================
</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>
                                                                                               Six Months ended
                                                                                                    June 30,

                                                                                       1998                      1997
                                                                                       ----                      ----

CASH FLOWS FROM OPERATING ACTIVITES:
<S>                                                                                    <C>                      <C> 
   Net income                                                                          $2,801                   $822
Adjustments to reconcile net income to
  net cash used in operating activities:
   Depreciation and amortization                                                          839                    550
   Stock based compensation charge                                                        268                     22
   Deferred income tax benefit                                                           (320)                    25
 (Increase) decrease in current assets:
   Accounts receivable                                                                (24,762)                (2,304)
   Notes receivable                                                                       342                     25
   Costs in excess of billings                                                          1,807                    126
   Advances to vendors                                                                 (1,362)                (1,627)
   Prepaid and other current assets                                                    (1,025)                  (384)
(Increase) in other assets                                                             (1,090)                  (109)
Increase (decrease) in current liabilities:
   Accounts payable                                                                     8,844                 (1,082)
   Accrued and other liabilities                                                        1,020                    205
   Billings in excess of costs                                                              3                    263
   Customer deposits                                                                      619                  2,846
   Income taxes payable                                                                   611                    (25)
                                                                                     --------               --------
NET CASH USED IN OPERATING ACTIVITIES                                                 (11,423)                  (647)
CASH FLOWS FROM INVESTING ACTIVITIES:
   Sale of short term marketable securities                                            18,916                    ---
   Purchase price of acquisition                                                       (1,500)                   ---
   Investment ING Joint Venture                                                        (2,359)                   ---
   Cash acquired, upon acquisition,
     net of acquisition costs                                                             (62)                   689
   Purchase of property and equipment                                                  (2,477)                  (714)
   Investment in mortgages receivable                                                  (3,203)                   ---
                                                                                    ---------               --------
NET CASH PROVIDED BY (USED IN)INVESTING ACTIVITIES                                      9,315                    (25)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of loan payable                                                           (7,300)                   ---
   Proceeds from borrowings on loan payable                                            11,750                  3,295
   Repayment of notes payable and capital
     lease obligations                                                                   (986)                   (15)
   Proceeds from exercise of stock options and warrants                                   733                    761
   Purchase of treasury stock                                                             ---                 (2,210)
                                                                                     --------               --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                               4,197                  1,831
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    2,089                  1,159
                                                                                     --------               --------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         11,964                    276
                                                                                     --------               --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $14,053                 $1,435
                                                                                     ========               ========
</TABLE>

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


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:


Cash paid during the period for:
      Income taxes                                   $ 1,442         $   725
      Interest                                       $   268         $   148
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            $   ---         $   150
      acquisition

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 June 30, 1998
and for the  three  months  and six  months  ended  June  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 transferred if the price of the
Company's common stock for the 20 days prior to the one year anniversary date is
less than 85% of the share price on the date of acquisition. 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


                                       7
<PAGE>
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.

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 $15 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.

                                                Six Months Ended June 30, 1997
       -----------------------------------------------------------------------
       (amounts in thousands, except share data)                   (Unaudited)
       Net revenues                                                   $48,454
       Net income                                                        $948
       Basic earnings per common share                                  $0.11

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.  The Company
and Prime will be equally responsible for the financing  requirements (up to $30
million each) and will each have a 50% interest in the new hotels.

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 six months ended June 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.

NOTE 8:     YEAR 2000

In July 1996,  the  Emerging  Issues Task Force  reached a  consensus,  on Issue
96-14, "Accounting for the Costs Associated with Modifying Computer Software for
the Year 2000," which requires that costs  associated  with  modifying  computer
software for the year 2000 be expensed as incurred. Management has evaluated the
impact of Year 2000 issues on the Company's business and operations. 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  effect on the
Company's results of operations or financial position.


                                       9
<PAGE>
NOTE 9:     EARNINGS PER SHARE

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

<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                               JUNE 30,                                 JUNE 30,
                                                      1998                1997                 1998                1997
                                                      ----                ----                 ----                ----

Numerator:
<S>                                                   <C>                   <C>                <C>                   <C> 
   Net income                                         $1,583                $430               $2,801                $822
   Preferred stock dividends                             (75)                (75)                (150)               (150)
                                                      ------                ----               ------                ----
   Basic earnings per common share -                   1,508                 355                2,651                 672
     Net income available to common
     shareholders
      Effect of dilutive securities                       75                  75                  150                 150
       Preferred stock dividends                      ------                ----               ------                ----
   Diluted earnings per common share -                $1,583                $430               $2,801                $822
     Net income available to common
     stockholders

Denominator:
   Basic earnings per common share - weighted
    average common shares outstanding                 11,920               8,138               11,870               7,991
   Effect of dilutive securities
       Stock-based compensation plans                    826                 854                  992                 847
       Preferred stock                                 1,000               1,000                1,000               1,000
                                                      ------                ----               ------                ----
   Diluted earnings per common share -
       Weighted average common and common
       equivalent shares outstanding                  13,746               9,992               13,862               9,838
</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:  SIX MONTHS ENDED JUNE 30, 1998 vs. SIX MONTHS ENDED JUNE
30, 1997.

The  Company  experienced  a  significant   increase  in  its  net  revenues  to
$93,649,000  for the six months ended June 30, 1998 in comparison to $37,708,000
for the six months ended June 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 $11,800,00 to such revenues.

Cost of  revenues  for the six  months  ended  June 30,  1998 were  $77,537,000,
compared to  $29,694,000  for the same period  last year.  This  increase is due
mainly  to the  additions  of  Bekins  and HWS  REAG,  which  incurred  costs of


                                       11
<PAGE>
approximately  $8,500,000  for the six months ended June 30, 1998 and the result
of revenue growth.  Gross profit,  as a percent of revenue was 17.2% for the six
months  ended June 30,  1998 as  compared to 21.3% 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 six months ended June 30,
1998 have increased to  $11,695,000,  compared to $6,260,000 for the same period
last year.  Contributing to this increase are the acquisitions of Bekins and HWS
REAG, which incurred  expenses of approximately  $2,200,000 and an investment in
the  infrastructure of the Company to support the revenue growth.  Additionally,
selling,  general and  administrative  expenses include $526,000 and $394,000 of
goodwill   amortization   for  the  periods   ended  June  30,  1998  and  1997,
respectively.   As  a  percentage   of  net  revenues,   selling,   general  and
administrative expenses for the six months ended June 30, 1998 have decreased to
12.5% from 16.6% for the same period last year.  This reduction is the result of
greater  economies of scale provided by growth and the  acquisitions.  Given the
decreased  percentage  of selling,  general and  administrative  expenses to net
revenues,  the Company was able to achieve  the same  percentage  of income from
operations  to net  revenues,  4.7% for the six months  ended June 30,  1998 and
1997.

Interest income increased from $141,000 to $730,000 in the six months ended June
30, 1998 due to the  investment  of the  proceeds  received  from the  Company's
public offering in September 1997.  Interest expense increased in the six months
ended June 30, 1998 as compared  to the same period last year  primarily  due to
the  acquisition of Bekins which carries  approximately  $3,900,000 of long-term
debt.

The  provision  for  income  taxes for the six months  ended  June 30,  1998 was
$2,086,000,  compared to $817,000 for the six months  ended June 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 six month  period  ended June 30,
1998 was $2,801,000  compared to net income of $822,000 for the same period last
year.

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

The Company's  net revenues  increased  substantially  in the three months ended
June 30, 1998 to  $52,359,000  as compared to  $19,513,000  for the three months
ended June 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 $5,550,000
to revenue to the quarter ended June 30, 1998.

Cost of revenues  for the three  months  ended June 30,  1998 were  $43,639,000,
compared to $14,958,00  for the three months ended June 30, 1997.  This increase
is due to  revenue  growth  and the  additions  of Bekins  and HWS  REAG,  which
incurred cost of revenues of approximately  $4,000,000 in the quarter ended June
30, 1998. As a percent of revenues,  gross profit was 16.7% for the three months
ended June 30, 1998 as  compared  to 23.3% 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.

                                       12
<PAGE>

Selling, general and administrative expenses for the quarter ended June 30, 1998
were  $6,206,000,  compared to  $3,617,000  for the same  period last year.  The
primary  contributors  to this increase were the  acquisitions of Bekins and HWS
REAG, which incurred  expenses of approximately  $1,200,000 and an investment in
the  infrastructure of the Company to support the revenue growth,  Additionally,
selling,  general and  administrative  expenses include $264,000 and $197,000 of
goodwill  amortization  for the  three  months  ended  June 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 11.9% in the quarter ended June 30, 1998 from 18.5% in
the same quarter a year ago.  Given this decreased  percentage,  the Company was
able to achieve the same  percentage of income from  operations to net revenues,
4.8% for the three months ended June 30, 1998 and 1997.

Interest income increased from $78,000 to $366,000 in the quarter ended June 30,
1998 due to the  investment of the proceeds  received from the Company's  public
offering in  September,  1997.  Interest  expense  decreased in the three months
ended June 30, 1998 as a result of a lower level of  borrowings  outstanding  in
the current quarter as compared to the same period last year.

The  provision  for income  taxes for the three  months  ended June 30, 1998 was
$1,182,000  compared to $422,000 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 June 30,
1998  increased to  $1,583,000,  compared to net income of $430,000 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 June 30, 1998, there were $4,450,000 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 June 30, 1998 there were no 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 ($11,423,000) for the six months ended
June 30, 1998,  compared to ($647,000) for the same period last year. During the
six months ended June 30, 1998, the Company's accounts receivable  increased due
to revenue  growth and  acquisitions.  This increase was partially  offset by an
increase in accounts  payable.  The additional  accounts  receivable at June 30,
1998 are expected to be collected in full in 1998.


                                       13
<PAGE>
Net cash provided by investing activities for the six months ended June 30, 1998
was  $9,315,000,  compared to a use of $25,000 for the six months ended June 30,
1997.  The  increase  in cash  provided  is  primarily  the  result of  maturing
marketable securities which were used to 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 six months ended June 30, 1998
was  $4,197,000  compared to net cash provided of $1,831,000 for the same period
last year.  The primary  financing  source in the six months ended June 30, 1998
was the proceeds from borrowings on the Company's available line of credit.

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.


PART II.  OTHER INFORMATION

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            On June 25,  1998,  the  Company  held its 1998  Annual  Meeting  of
Shareholders (the "Meeting"),  whereby the shareholders (1) elected 7 members to
the  Company's  Board of  Directors;  (2) approved  amendments  to the Company's
Certificate  of  Incorporation  and By-Laws to create three classes of directors
serving for  staggered  terms  ranging from one to three years;  (3) approved an
amendment to the  Company's  Certificate  of  Incorporation  to increase (i) the
number of authorized  shares of common stock from 20,000,000 to 50,000,000,  and
(ii) the  number of  authorized  shares of  preferred  stock from  3,000,000  to
5,000,000;  (4) approved an amendment to the Company's 1996 Stock Option Plan to
increase the number of shares of common stock  issuable  upon  exercise of stock
options  granted  thereunder  from 1,700,000 to 2,700,000;  and (5) ratified the
appointment  of  Arthur  Andersen  LLP  as  the  Company's   independent  public
accountants  for the fiscal  year ending  December  31,  1998.  The vote on such
matters was as follows:

1.    Election of Directors:
                                  NUMBER OF SHARES OF      NUMBER OF SHARES OF
                                    COMMON STOCK              COMMON STOCK
TO THE BOARD OF DIRECTORS:               FOR               WITHHELD AUTHORITY
Robert A. Berman                     11,133,902                 107,672
Leonard F. Parker                    11,133,902                 107,672
Douglas A. Parker                    11,133,902                 107,672
Scott A. Kaniewski                   11,133,902                 107,672
Louis K. Adler                       11,133,902                 107,672
George Asch                          11,133,902                 107,672
Richard A. Bartlett                  11,133,902                 107,672

                                       14
<PAGE>
2.          Approval of amendments to the Company's Certificate of Incorporation
            and  By-Laws  to create  three  classes  of  directors  serving  for
            staggered terms ranging from one to three years:

            FOR                        AGAINST                   ABSTAINING
            6,670,084                 2,599,870                    45,896

3.          Approval  of  an  amendment   to  the   Company's   Certificate   of
            Incorporation  to increase  (i) the number of  authorized  shares of
            Common Stock from  20,000,000 to 50,000,000,  and (ii) the number of
            authorized  shares of Preferred  Stock from  3,000,000 to 5,000,000,
            were as follows:

            FOR                        AGAINST                   ABSTAINING
            7,087,452                 1,822,348                    35,750

4.          Approval of an amendment to the Company's  1996 Stock Option Plan to
            increase  the  number  of shares  issuable  upon  exercise  of stock
            options granted thereunder from 1,700,000 to 2,700,000:

            FOR                        AGAINST                   ABSTAINING
            6,965,869                 2,378,621                    67,360

5.          Ratification  of the  appointment  of  Arthur  Andersen,  LLP as the
            Company's  independent  certified public  accountants for the fiscal
            year ending December 31, 1998 were as follows:

            FOR                        AGAINST                   ABSTAINING
            11,210,232                  11,992                     19,350

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
                  3.1    Certificate  of  Incorporation,   as  amended,  of  the
                         Company.
                  3.2    Amended and Restated By-laws of the Company.
                  10     Master  Development  Agreement,  dated June 5, 1998, by
                         and between the Company and Prime Hospitality Corp.
                  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

APRIL 15, 1998 THE FOLLOWING EVENT WAS REPORTED:
The  Company  filed a Form  8-K/A to amend the filing of Form 8-K/A on March 24,
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: August 14, 1998