SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ---------------------------------

                                    FORM 10-K

        FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     --------------------------------------

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

    For the fiscal year ended       December 31, 1998
                             -----------------------------------
                                            OR

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

    For the transition period from _____to_____

Commission file no. 0-15152
                    -------

                                 FIND/SVP, INC.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             New York                                   13-2670985 
     --------------------------------                   -------------------
    (State or other jurisdiction                        (I.R.S. employer
    of incorporation or organization)                   identification no.)

625 Avenue of the Americas, New York, NY 10011
---------------------------------------------------
(Address of principal  executive offices) (Zip code)

Registrant's telephone number, including area code:  (212) 645-4500
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $.0001 per share

            ---------------------------------------------------------

                                 Title of Class
                         ******************************

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

                            YES   X               NO
                                -----               -----

          ------------------------------------------------------------


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<PAGE>

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         As of March 15, 1999 the  aggregate  market  value of the voting  stock
held by non-affiliates of the registrant was $3,247,696.

         As of March 15, 1999 there were 7,118,169  shares of Common Stock,  par
value $.0001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

         Not applicable.






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<PAGE>

                                     PART I

                                     ITEM 1

                                    BUSINESS

GENERAL

         FIND/SVP, Inc. ("FIND/SVP" or the "Company") provides broad consulting,
advisory and business intelligence services substantially by telephone primarily
to executives and other decision-making  employees. The Company's strategy is to
build a base of  regular  clients  who will  utilize  the  Company's  people and
resources for their research, business intelligence and information needs.

         The Company was formed under the laws of New York in 1969. In 1971, the
Company became  affiliated  with SVP  International  S.A. ("SVP  International")
through a licensing  agreement  which gave the Company the right to the SVP name
and provided  access to the  resources of what is  currently 13  additional  SVP
affiliated companies located around the world.

         Through its Quick  Consulting and Research  Service  ("QCS"),  FIND/SVP
provides retainer clients with access to the subject and technical  expertise of
its staff as well as the resources of a large  information  center.  Within each
retainer client's  organization,  specific individuals receive a Membership Card
which  entitles  them to make  requests via the  telephone  and the Internet for
consultation  and research  assistance.  In response,  the staff of QCS provides
customized answers in rapid turnaround time,  generally within two business days
or less of the request.  The QCS service is  positioned  to be an  indispensable
daily  partner  for  decision-makers  by  providing,  on  a  retainer  basis,  a
cost-effective  "quick  consulting"  service  accessible  by  telephone  or  the
Internet.  The service is designed to be a valuable resource to small and medium
sized  corporations that do not maintain in-house  information  centers and as a
supplement to in-house resource centers of large  corporations.  At December 31,
1998, there were 2,024 QCS retainer clients and 14,865  Membership  Cardholders.
The Company intends to seek to expand its base of QCS retainer  clients,  and to
offer these  clients an expanded  array of business  intelligence,  research and
advisory services.

         In addition to QCS, the Company offers the market research  services of
its  Strategic  Consulting  and Research  Group  ("SCRG"),  which is designed to
handle  more   extensive,   in-depth  custom  market  research  and  competitive
intelligence  requests,  as well as customer  satisfaction and loyalty programs.
The QCS and SCRG  businesses  represent  the core  competencies  of the Company,
which is to provide the expertise of its staff in an on-demand,  consulting  and
business advisory  relationship with small, medium and large sized corporations.
The Company also produces The Information Advisor newsletter.

         FIND/SVP's  research  resources  include access to approximately  4,000
computer databases and subscription-paid  web sites,  approximately 8,000 of its
own files  organized  by subject  and by  company,  current  and back  issues of
approximately  3,000 periodicals and journals and approximately  5,000 books and
reference works. Through a licensing  agreement,  the Company is associated with
the international SVP network of companies and correspondents  providing similar
services.  This enables  FIND/SVP to obtain  information  through  approximately
1,000 additional consultants in the SVP worldwide network.



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<PAGE>

SERVICES AND PRODUCTS

         The Company's  services and products  offer business  executives  fully
integrated research, business intelligence and management advisory services in a
broad range of industries and disciplines. The Company provides services to help
clients acquire, interpret and use knowledge.

         FIND/SVP's  research  resources at December 31, 1998 include a staff of
85 consultants and researchers in its QCS and SCRG divisions, a reference center
which contains  approximately 8,000 of its own subject and company files, access
to  approximately  4,000  computer   databases,   current  and  back  issues  of
approximately  3,000 titles, and approximately  5,000 books and reference works,
and a field  investigation team with entree into public and private libraries in
the New York area. Through a licensing agreement, the Company is associated with
the international SVP network of companies and correspondents,  which enables it
to obtain information worldwide. See "SVP Network;  Licensing Agreement With SVP
International."  The materials used in the generation of the Company's  services
and products are updated and checked by staff  members.  The Company has its own
training program in which its employees participate.

      SERVICES

         QUICK  CONSULTING AND RESEARCH  SERVICE  ("QCS").  QCS provides clients
with access to the staff and resources of a large information center which seeks
to handle  research  inquiries  and requests for  business  assistance  in rapid
turnaround time. Through QCS, the Company is in the business of providing,  on a
volume  basis,  customized  answers to business  questions  on a wide variety of
topics.  The  service  is  offered  only on a retainer  basis.  Retainer  client
organizations  pay in  advance,  either  monthly,  quarterly,  semi-annually  or
annually, a retainer fee. In return, the client organizations receive Membership
Cards for their designated executives or employees. The Membership Card entitles
each cardholder to use QCS and also offers preferential use of, and/or discounts
on, the Company's other services and products. The dollar value of each client's
question  is  measured  based on time and  complexity  factors and this value is
charged against the retainer fee. The Company  monitors the client's  "usage" of
the  service  and  if  it  proves  to  be  substantially  more  (or  less)  than
anticipated,  its future retainer may be adjusted to more accurately reflect the
client's usage of QCS.  Out-of-pocket  expenses incurred to answer questions are
invoiced in addition to retainer fees.

         Retainer  clients call FIND/SVP with their research  needs,  give their
card number and explain  their request to  consultants  who are divided into the
following six practice groups and four support teams:

         (a) THE  CONSUMER  PRODUCTS  AND  SERVICES  GROUP  is  responsible  for
         research on retailing  and apparel,  home  furnishings,  cosmetics  and
         toiletries,  food and beverages,  media and entertainment,  publishing,
         sports  and  leisure,  education,   philanthropy,   restaurants,   food
         services, household products, appliances and furniture;

         (b)  THE  TECHNOLOGY,   INFORMATION  AND  COMMUNICATIONS  GROUP  covers
         Internet and on-line services,  computers,  software,  electronic media
         and office equipment;

         (c) THE  HEALTHCARE  AND  PHARMACEUTICALS  GROUP  covers  products  and
         services  manufactured  by and  marketed to  businesses  in  healthcare
         fields,  including  pharmaceuticals,  medical and diagnostic equipment,
         biotechnology, health resources and clinical information;



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<PAGE>

         (d) THE  FINANCIAL  AND BUSINESS  SERVICES  GROUP  handles  requests on
         specific companies (except credit reports),  economic trends, corporate
         finance,  investment,  insurance,  real estate and  mortgages,  quality
         management  methods,  and provides  annual  reports and  Securities and
         Exchange Commission documents on public companies;

         (e) THE INDUSTRIAL  PRODUCTS AND SERVICES  GROUP covers  manufacturing,
         energy,  chemicals,  plastics,  pulp  and  paper,  metals  and  mining,
         transportation, environment, construction and agriculture;

         (f) THE MANAGEMENT  ADVISORY GROUP handles  requests on legal research,
         human resources research and accounting and tax issues;

         (g)  THE   INTERNATIONAL   TEAM   addresses   executive's   needs   for
         international   finance  and  trade,   global   corporate   competitive
         intelligence and worldwide management strategies;

         (h)  THE  DOCUMENTS  TEAM  locates  and  obtains  copies  of  articles,
         documents, patents, books, pamphlets, catalogs, conference proceedings,
         government reports and product samples;

         (i) THE MARKETING  TEAM covers  direct  marketing,  advertising,  sales
         promotions and demographics; and

         (j)  INTERNET  ADVISORY  TEAM(TM)  provides  expert help with  Internet
         research,    hands-on   training,    on-site   seminars,    competitive
         intelligence, Web marketing/trends and Internet user demographics.

         Client  cardholders  discuss  their  research  needs with the Company's
consultants and may obtain assistance in formulating  their requests.  After the
request has been clarified,  FIND/SVP's  specialists find the needed information
using a combination of the Company's  available  resources.  After reviewing the
findings, the consultants select what appears most relevant to the client's need
and report,  with  commentary,  as needed.  Documentation of the findings can be
sent by any one or a combination of the following methods:  facsimile,  courier,
messenger, mail or electronic mail. QCS allows customers to benefit from a fast,
convenient  and  confidential  way to gather  knowledge and use the multitude of
research resources  available today.  Cardholders may ask questions on virtually
any subject.

         Those  requests  requiring  business  intelligence  from  overseas  are
answered by one or more of the information centers in 13 SVP companies worldwide
or by using special SVP  correspondents in selected  countries where no official
SVP company exists.

         QCS  is  designed  to  handle  client  questions  requiring  less  than
approximately three hours of actual staff time. These are automatically  covered
by the retainer fee.  Requests  requiring a more  extensive  search or a lengthy
written  report are not covered by the QCS retainer  program and are referred to
the Company's Strategic Consulting and Research Group to be handled separately.

         QCS  activity is tracked and  controlled  by a  proprietary  management
information    system   called   QUESTRAC,    which   uses   recently   upgraded
state-of-the-art  software  technology.  The  program  is based on the  know-how
provided  by SVP  France,  the  founders  of the SVP  concept of quick  business
advisory  services by  telephone.  Input into the  QUESTRAC  system  provides an
exclusive and  confidential  database of  information  about each client and the
information requested and handled for clients.



                                       5
<PAGE>

         At  December  31,  1998,  there were 2,024  retainer  clients,  a 10.7%
decrease from December 31, 1997, and 14,865  holders of the Membership  Card, an
11.8%  decrease  from  December  31,  1997.  The monthly fees billed to retainer
clients (the retainer base) decreased by 8.4% to $1,470,435.  Approximately  50%
of the top Fortune 100 industrial  companies are QCS retainer clients.  Revenues
generated by QCS  represented  74%, 64% and 65% of the Company's  total revenues
for the years ended December 31, 1998, 1997 and 1996, respectively.

         STRATEGIC  CONSULTING AND RESEARCH GROUP ("SCRG").  SCRG is designed to
handle  more  in-depth  custom  market  research  and  competitive  intelligence
assignments.  The  service  is most  often used by the  Company's  QCS  retainer
clients  as a  supplement  to that  service.  Common  project  requests  include
customized  market  and  industry  studies,   telephone   surveys,   competitive
intelligence  data-gathering and analysis  assignments,  acquisition studies and
large  information  collection  projects.  Additionally,  through  the  Customer
Satisfaction  and Loyalty  Division,  SCRG provides  customer  satisfaction  and
loyalty  programs.  Through  SCRG,  the  Company  provides  research  as well as
interpretation  and  analysis.  All  projects  are quoted in advance  and billed
separately.  Revenues  generated  by SCRG  represented  17%,  17% and 15% of the
Company's  total revenues for the years ended December 31, 1998,  1997 and 1996,
respectively.

      NON-CONTINUING PRODUCTS AND SERVICES

         On July 2, 1998, the Company completed the sale of substantially all of
the assets of FIND/SVP Published Products,  Inc. ("Published Research") pursuant
to an Asset Purchase Agreement dated as of June 26, 1998. The Company recorded a
$20,000 gain related to this sale. The assets included,  among other things, the
tangible and  intangible  assets,  properties,  rights and business of Published
Research   relating  to  the  following   product  lines:  (I)  FIND/SVP  Market
Intelligence  Reports;  (II) Packaged Facts Market Intelligence  Reports;  (III)
Specialists  in  Business   Information  Market   Intelligence   Reports;   (IV)
MarketLinks; (V) Ice Cream Report: The Newsletter for Ice Cream Executives; (VI)
How to Find Market Research  Online;  (VII) Analyzing Your  Competition;  (VIII)
Finding Business Research on the Web; and (IX) ShareFacts. The Company received,
in consideration of the sale,  $1,250,000 in cash ($250,000 was received on June
29, 1998, and  $1,000,000 was received on July 2, 1998), a Promissory  Note (the
"Note") in the amount of $550,000 and the purchaser assumed certain  liabilities
in the amount of $85,000.  The Note bears interest at a rate of 8% per annum and
is payable in four equal annual installments  commencing June 26, 1999. Interest
is payable annually with each installment of principal.  The Company was granted
a purchase  money  security  interest in the assets,  which is  subordinate to a
security  interest  in  assets  held by a lender of the  purchaser.  The Note is
guaranteed  by a principal  of the  purchaser.  Prior to the sale,  during 1998,
revenues from the assets sold were $2,522,000.

         On  November  4, 1997,  the  Company  sold  certain  assets held in its
Emerging Technologies Research Group ("ETRG"), a division of Published Research.
The  assets  consisted  of  the  Company's   Multi-client  Study  business,  its
Continuous Advisory service and its Interactive Consumer newsletter. The Company
received a $125,000  two-year  note  bearing  interest at an annual rate of 10%,
payable as follows:  $31,250 plus accrued  interest on May 4, 1998 and quarterly
principal payments of $15,625 plus accrued interest commencing on August 4, 1998
and on the fourth day of each November, February, May and August thereafter. The
final payment is due November 4, 1999. To date,  all payments have been received
in a timely manner.  The Company holds a security  interest in the ETRG database
as collateral to the note.  The purchaser  also assumed  various  liabilities in
connection  with the transaction and the Company is receiving a 5% royalty for a
two-year period on sales generated by the assets sold. Additionally, the Company
retained  the  rights  to its then  currently  published  off-the-shelf  studies
produced from data contained within previously issued multi-client studies.



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<PAGE>

         Revenues  generated from the assets sold represented 9%, 19% and 20% of
the Company's  total  revenues for the years ended  December 31, 1998,  1997 and
1996, respectively.

         During  the   fourth   quarter  of  1997,   the   Company   ceased  the
consumer-oriented operations of its FIND/SVP Internet Services, Inc. subsidiary.
Accordingly,  the Company recorded a charge of $500,000 in the fourth quarter of
1997 related to the closing of the subsidiary.  The charge  included  $35,000 of
severance,  all of which was paid by March 31, 1998. The remainder of the charge
included the  write-down  of certain  assets of  $408,000,  $16,000 of shut-down
costs paid in the first  quarter of 1998,  and rent  expense of $41,000  for the
first  quarter of 1998 as the Company  intended  to sublease  the space or to be
relieved  of its  obligation  for  10,000  square  feet of  office  space by the
landlord  during the second  quarter of 1998.  During the second quarter of 1998
the Company  received  payment of $75,000  from the  landlord  for giving up its
rights to this  portion of the lease.  The Company  also had rental  expenses of
$26,400  during the  second  quarter of 1998,  prior to the  agreement  with the
landlord.  The $75,000 was recorded as Other Income and the $26,400 was recorded
as Other Expense.

         Revenues from FIND/SVP Internet Services, Inc. represented less than 1%
of the Company's revenues for 1997.

         Based on the decisions to effectuate the sale and the discontinuance of
various  product  lines and  services,  the  Company  reduced  its  general  and
administrative staff as of December 31, 1997. Accordingly,  the Company recorded
a $155,000 restructuring charge as of December 31, 1997.

      POTENTIAL RELATED SERVICES AND PRODUCTS

         The Company  plans to expand its services  through  continued  internal
development  during  1999.  This  includes  various  initiatives  aimed  at both
business-to-business  and  consumer  users of the  Internet.  Additionally,  the
Company will consider exploring possible acquisitions of consulting, research or
information  properties  and  companies  whose  primary  markets are the same as
FIND/SVP's market and which would be accretive to the Company's earnings.  There
are no  commitments  or  understandings  in this regard and no assurance  can be
given that the Company will in fact  conclude  any  acquisitions  or  internally
develop any related  services.  The foregoing  plans are subject to, among other
things, the availability of funds for these purposes.

SVP NETWORK; LICENSING AGREEMENT WITH SVP INTERNATIONAL

         Through   licensing   agreements   with   SVP   ("S'il   Vous   Plait")
International,  14 companies (the "SVP companies"),  including FIND/SVP, form an
international network of information centers. Since each SVP company is based in
a different country, the network has provided the means by which the Company can
obtain  international  information  requested  by its  clients  which it may not
maintain in its library or have access to if  generated by or located in another
country.  When an SVP company  accesses  the  information  center of another SVP
company it is charged a fee for the services provided thereby.  Each SVP company
is linked to the SVP network primarily by virtue of its licensing agreement.  In
1971, the Company  entered into its licensing  agreement with SVP  International
(formerly SVP Conseil), which was amended in 1981, and obtained the U.S. rights,
in perpetuity,  to the SVP name and know-how and access to the SVP International
network.   Pursuant  thereto,  SVP  International   assisted  in  the  creation,
implementation,  development  and  operation  of the  Company.  The  Company has
agreed,  pursuant to such licensing agreement, to use its best efforts to have a
person  selected by SVP  International  elected to the Board of Directors of the
Company;  pursuant to such provision,  Brigitte de 


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Gastines, General Manager of SVP International, is also Chairperson of the Board
for the Company. In addition,  Jean-Louis Bodmer, Vice President-Finance and New
Technologies  for SVP Group and Eric  Cachart,  SVP Group's  Vice  President  of
Development and Client Services, are directors of the Company. Historically, SVP
International has engaged in periodic telephonic conversations and meetings with
the Company.  By virtue  thereof,  the Company has benefited  from  exchanges of
knowledge with SVP  International  with respect to any enhancements  made to SVP
International's  information  retrieval or billing systems or other  proprietary
know-how.

         During  the  first  quarter  of  1998,  SVP  International   (including
affiliates)  increased its ownership in the Company to approximately  37% of the
then outstanding common shares,  excluding outstanding  warrants,  from 18.7% of
the outstanding common shares,  excluding outstanding warrants.  Concurrent with
the  increased   ownership,   SVP   International   increased  their  management
involvement  in and  physical  presence at the Company  during  1998,  and it is
expected that this will continue into the future.  (See "Directors and Executive
Officers of the Registrant - Directors and Officers")

         The license agreement  provides that SVP International will not compete
with the Company in the United States or enter into any agreement or arrangement
with respect to services similar to those offered by the Company with any entity
which  operates or proposes to operate such services in the United  States.  The
Company,  in return,  agreed to pay SVP  International  royalties of $18,000 per
year,  plus 2% of the amount of  FIND/SVP's  gross  revenues for each such year,
excluding publishing revenues, derived from certain of its services in excess of
$2,000,000 but less than $4,000,000 and 1% of the amount of such  non-publishing
gross  revenues in excess of $4,000,000 but less than  $10,000,000,  and 1.2% of
the gross profit from all publications included in FIND/SVP's gross revenue less
than  $10,000,000 for such year.  Royalty expense to SVP  International  totaled
$126,000, $131,000 and $137,000 in 1998, 1997 and 1996, respectively.

MARKETS AND CUSTOMERS

         The market for FIND/SVP's  services and products is comprised primarily
of business  executives in a variety of functions,  including top management and
marketing,  planning,  marketing research,  sales,  information/library,  legal,
accounting, tax and new products.  FIND/SVP's primary market, in terms of client
organizations,  consists of medium to small sized companies. Larger corporations
are, however, among the Company's clients. In certain cases, the service is sold
to more than one  department or division of a large  corporation.  The Company's
appeal to medium to small sized corporations is primarily based on the fact that
these companies do not ordinarily maintain their own research staff and resource
libraries  and  when  they do,  they  are  generally  not  comprehensive.  Large
corporations,  on the other hand,  often  maintain  in-house  resource  centers.
Consequently,  these  corporations  may  perceive the  Company's  QCS service as
unnecessary.  The Company believes,  however,  that in-house corporate libraries
are  generally  not as  comprehensive.  Therefore,  QCS  may be  perceived  as a
valuable supplemental resource. In addition, in-house centers are good prospects
for the  Company's  other  services.  Overall,  the factors that will affect the
growth of the  Company's  potential  market  and its  ability  to  penetrate  it
include:  (1) the market's  perception of the need for and value of  consulting,
business  intelligence  and  research  services;  (2) the  trends  in the use of
internal  information  centers and databases;  and (3) the Company's  ability to
extend its personal selling efforts throughout the country.



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<PAGE>

SALES AND MARKETING

         The  Company's  primary  marketing  focus is to expand its QCS retainer
client base.  In addition to  generating  revenues  from the QCS  services,  the
retainer  client  base  serves as a  ready-made  marketplace  for SCRG and other
potential  services of the Company.  QCS is marketed  through a  combination  of
advertising, direct mail, exhibits, sales promotion activities and the Company's
web site. Qualified leads are followed up by FIND/SVP's sales force. These leads
are  supplemented by referrals and cold-call  selling  efforts.  The cost of the
Company's advertising and public relations efforts is modest.

COMPETITION

         The Company faces  competition from three distinct  sources:  (1) other
research and information services,  (2) in-house corporate research centers, and
(3) institutions that sell information directly to end-users.

         The  Company  is aware of several  other  smaller  fee-based  on-demand
business information services in the United States. The Company believes that of
these  companies  it is the  largest in terms of revenues  and staff  size.  The
Company believes that the competition may be more significant from organizations
such as Arthur D. Little,  Stanford Research  Institute and The Conference Board
which  have  research  capabilities  with  call-in-service  for  reference  type
questions. To date, however, the call-in-service feature has not been emphasized
by these  companies.  Although  the  Company is not aware of direct  competitive
companies  with larger  staffs and revenues,  there is no assurance  that as the
information  industry  expands,  more  competitive  companies will not enter the
market. In addition,  there is no assurance that a competitive  company will not
develop a superior product or service.  The Company believes,  however,  that by
reason of its experience in the industry,  its association  with the SVP network
and its intent to closely monitor the information  industry,  it will be able to
compete effectively with any potential competitors.

         In-house corporate information and research centers present perhaps the
most   significant   source  of  competition   for  the  Company  today.   Large
corporations,  in an  effort to stay on top of the vast  amount  of  information
available,  began to develop  in  increasing  numbers,  in-house  libraries  and
information centers for their employees. While the Company believes that its own
information  center  serves the added  functions of analysis and  generation  of
information  and is larger and better staffed than a majority of these corporate
resource centers, there is no assurance that a significant number of these large
companies will choose to utilize the Company's services and products.

         The advent of on-line  databases,  the Internet and CD-ROM products has
increased  the ability of  companies to perform  information  searches and other
research for themselves. Consequently, to the extent companies perceive they can
directly access  information  from the Internet,  on-line  databases and acquire
CD-ROM  products,  FIND/SVP  competes with  information  producers  that sell to
end-users.  The  Company  believes,  however,  that its  consultants  deliver  a
value-added  service  based on their  technical  expertise  and their ability to
search more  information  products  more  quickly  than most end users,  thereby
delivering  a more  thorough  and  economical  service.  There is no  assurance,
however,  that  companies  which  develop  extensive  resource  centers will not
accordingly staff them with equally productive personnel.




                                       9
<PAGE>

EMPLOYEES

         As of December  31,  1998,  the Company  had 162  full-time  employees,
including 5 executive officers, 25 marketing and sales employees, 85 consultants
and research employees, and 47 administrative and general personnel.

         The Company's  ability to develop,  market and sell its services and to
establish and maintain its  competitive  position  will depend,  in part, on its
ability to attract and retain  qualified  personnel.  While the Company believes
that it has been successful to date in attracting  such personnel,  there can be
no assurance that it will continue to do so in the future.  The Company is not a
party to any collective bargaining  agreements with its employees.  It considers
its relations with its employees to be good.

                                     ITEM 2

                                   PROPERTIES

         In December 1986, the Company  entered into a fifteen and one-half year
lease  agreement  relating to premises at 625 Avenue of the Americas,  New York,
New York,  which  premises  became the  offices  of the  Company on May 7, 1987.
During 1992, the lease was extended an additional three years. The annual rental
payment  in 1998 was  $880,000  and is  subject  to  scheduled  fluctuations  in
succeeding periods.  For financial  statement reporting purposes,  rent has been
recorded on a straight line basis. Accordingly, scheduled payments on this lease
through  December 31, 1998 exceeded rent recorded  through  December 31, 1998 by
$230,000.  Scheduled  payments  through December 31, 1997 exceeded rent recorded
through  December  31,  1997 by  $44,000.  (See Note 3 of Notes to  Consolidated
Financial  Statements.) The lease agreement covers  approximately  32,000 square
feet of space.

         In August 1994,  the Company  entered into a five year lease  agreement
relating to premises at 641 Avenue of the Americas,  New York,  New York,  which
premises became the offices of the Company's wholly-owned  subsidiary,  FIND/SVP
Published  Products,  Inc.,  on September 1, 1994.  The rental  payments in 1998
totaled $201,000.  This lease agreement covers  approximately 20,000 square feet
of space,  of which 10,000  square feet was  occupied in September  1994 and the
additional  10,000  square feet was occupied in April 1995.  In March 1995,  the
Company executed a separate ten year lease covering an additional  20,000 square
feet of space at 641 Avenue of the  Americas,  which was occupied in August 1995
by the Strategic  Consulting  and Research  Group.  The rental  payments in 1998
totaled $49,000,  and is subject to scheduled  increases in succeeding  periods.
For financial statement reporting purposes, rent has been recorded on a straight
line basis.  Accordingly,  rent recorded  through  December 31, 1998 and 1997 on
these leases exceeded scheduled payments by $195,000 and $156,000, respectively.
(See Note 3 of Notes to Consolidated  Financial  Statements.) In connection with
the  execution  of the March 1995 lease,  the August 1994 lease was  extended to
June 30, 2005.

         In conjunction  with the closing of FIND/SVP  Internet  Services,  Inc.
during the second  quarter of 1998,  the Company  received from its landlord its
release from its obligation for 10,000 square feet originally  occupied in April
1995 of the office space at 641 Avenue of the Americas, noted above. The Company
received  $75,000 from the landlord for the return of this portion of the lease.
The additional  space of  approximately  10,000 square feet at 641 Avenue of the
Americas is currently being sublet at the Company's cost. Currently the sublease
is month to month,  and the Company is negotiating a longer term  sublease.  The
Company will



                                       10

<PAGE>

continue  to  maintain  the  20,000  square  feet of space at 641  Avenue of the
Americas, occupied in August 1995, noted above.

                                     ITEM 3

                                LEGAL PROCEEDINGS

         None.

                                     ITEM 4

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.











                                       11
<PAGE>




                                     PART II

                                     ITEM 5

                      MARKET FOR REGISTRANT'S COMMON EQUITY
                         AND RELATED STOCKHOLDER MATTERS


PRICE RANGE OF COMMON STOCK
---------------------------

         The  Company's  Common  Stock,  par value  $.0001 per  share,  ("Common
Stock") is traded on the NASDAQ  Small Cap Market under the symbol  "FSVP".  The
following  table sets forth the high and low closing  sale prices for the Common
Stock for the periods indicated.

Price Range           High         Low
-----------           ----         ---

1998
----
Common Stock
------------
1st Quarter           1 3/16       11/16
2nd Quarter           1 3/8        29/32
3rd Quarter           1 7/16       13/16
4th Quarter           1 1/8        19/32

1997
----
Common Stock
------------
1st Quarter           2            1 1/4
2nd Quarter           1 1/2        1 3/16
3rd Quarter           1 3/8        1
4th Quarter           1 9/32       3/4

         On December 31, 1998, there were approximately 937 holders of record of
the Common Stock. Such numbers do not include shares held in "street name."

         In the first  quarter  of 1998 and again by letter  dated  January  21,
1999,  the Company  received  notification  from the NASDAQ Stock  Market,  Inc.
("NASDAQ")  that the Company was not in compliance  with NASDAQ's  $1.00 minimum
bid price  requirement;  the shares of the Company's  Common Stock having closed
below  the  minimum  bid  price  for 30  consecutive  business  days.  To regain
compliance  with this standard the  Company's  common shares must have a closing
bid price at or above  $1.00 for ten  consecutive  trading  days  within  the 90
calendar day period following the advent of non-compliance. If compliance is not
met,  NASDAQ  will  issue a  delisting  letter  which will  identify  the review
procedures.  The Company may request  review at that time,  which will generally
stay delisting. With respect to both notifications,  the Company's common shares
met  the  required   minimum  bid  price  for  ten  consecutive   trading  days.
Accordingly,  the  Company's  Common Stock is currently in  compliance  with the
NASDAQ minimum bid requirement.

         The  Company's  failure to meet  NASDAQ's  maintenance  criteria in the
future may result in the  discontinuance  of the inclusion of its  securities in
NASDAQ. In such event,  trading,  if any, in the securities may then continue to
be  conducted  in the  non-NASDAQ  over-the-counter  market in what are commonly



                                       12
<PAGE>

referred to as the electronic bulletin board and the "pink sheets". As a result,
an  investor  may find it more  difficult  to dispose  of or to obtain  accurate
quotations as to the market value of the  securities.  In addition,  the Company
would be subject to a Rule promulgated by the Securities and Exchange Commission
that,  if the Company  fails to meet  criteria  set forth in such Rule,  imposes
various practice  requirements on broker-dealers who sell securities governed by
the Rule to persons other than established  customers and accredited  investors.
For  these  types  of  transactions,  the  broker-dealer  must  make  a  special
suitability  determination  for the purchaser and have received the  purchaser's
written consent to the transactions  prior to sale.  Consequently,  the Rule may
have an adverse effect on the ability of brokers-dealers to sell the securities,
which may  affect the  ability of  shareholders  to sell the  securities  in the
secondary market.

DIVIDEND HISTORY AND POLICY
---------------------------

         The  Company  has never paid cash  dividends  on its  Common  Stock and
anticipates  that,  for the  foreseeable  future,  it will  continue to follow a
policy of retaining  earnings to finance the  expansion and  development  of its
business. The Company's debt agreements restrict the payment of dividends.



















                                       13
<PAGE>

                                     ITEM 6
                             SELECTED FINANCIAL DATA

         The  following  financial  data set  forth  below is  derived  from the
consolidated financial statements of the Company.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                               ------------------------
                                                (Amounts in thousands)
                                   1998       1997        1996        1995       1994
                                   ----       ----        ----        ----       ----
<S>                            <C>         <C>        <C>         <C>        <C>

Revenues                       $ 28,175   $ 32,027    $ 30,525    $ 28,606   $ 24,357
Operating Income (Loss)           1,329     (3,136)       (824)      1,050      1,144

Net Income (Loss)                   756     (2,852)       (719)        476        673

Net Income (Loss) Per
  Common and Common Stock
  Equivalent Share
     Basic                          .11       (.43)       (.11)        .08        .11
     Diluted                        .11       (.43)       (.11)        .07        .10

 Weighted Average Number
  of Common and Common Stock
  Equivalent Shares
  Outstanding
     Basic                        7,094      6,593       6,434       6,217      6,198
     Diluted                      7,100      6,593       6,434       6,672      6,660

 Cash Dividends Declared
  Per Common Share                   --         --          --         --          --
</TABLE>
BALANCE SHEET DATA

<TABLE>
<CAPTION>
                                               December 31,
                                               ------------
                                                (Amounts in thousands)
                                  1998       1997        1996        1995        1994  
                                  ----       ----        ----        ----        ----  
<S>                            <C>        <C>         <C>         <C>         <C>   
Working Capital                $ 2,569    $ 1,016     $ 3,930     $ 3,854     $ 2,796  
Total Assets                    11,704     12,481      12,946      11,445       9,705  
Long-Term Indebtedness
 excluding amounts
 currently payable               3,307      3,801       3,826       2,896       1,191  
Shareholders' Equity             2,988      1,218       4,059       4,659       4,160  
</TABLE>






                                       14

<PAGE>



                                     ITEM 7

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS

GENERAL

         FIND/SVP,  Inc.  provides a broad  consulting,  advisory  and  business
intelligence service to executives and other decision-making employees of client
companies,  primarily  in the United  States.  The  Company  currently  operates
primarily in one business  segment,  providing  consulting and business advisory
services  including:  the Quick  Consulting and Research  Service  ("QCS") which
provides  retainer  clients with access to the expertise of the Company's  staff
and  information  resources;  and the Strategic  Consulting  and Research  Group
("SCRG")  which provides more  extensive,  in-depth  custom market  research and
competitive  intelligence  information,  as well as  customer  satisfaction  and
loyalty  programs.  Prior to the third  quarter  of 1998,  the  Company  had one
additional  significant  operating segment,  Published  Research  Products.  The
Company  considers  its  QCS and  SCRG  service  businesses,  which  operate  as
"consulting and business advisory" businesses, to be its core competency.

         As  such,   during  July  1998,  the  Company  completed  the  sale  of
substantially  all of  the  assets  of its  FIND/SVP  Published  Products,  Inc.
subsidiary  ("Published  Research").  In  consideration  of the sale the Company
received  $1,250,000  in cash  ($250,000  was  received  on June  29,  1998  and
$1,000,000 was received on July 2, 1998), a promissory note bearing  interest at
8% per annum in the  principal  amount of  $550,000  and the  purchaser  assumed
certain  liabilities  in the amount of $85,000.  The Company  recorded a gain of
$20,000 from this  transaction.  During 1997, the Company recorded an impairment
loss related to the aforementioned  assets of $1,047,000.  Additionally,  during
the  fourth  quarter  of 1997,  the  Company  sold the  assets  of its  Emerging
Technologies  Research  Group  ("ETRG"),  a division of Published  Research.  In
consideration of the sale, the Company received a two year $125,000 note bearing
interest at 10%. The Company  recorded a $28,000 loss related to this sale.  The
revenues  derived  from the  assets  sold  accounted  for 9%, 19% and 20% of the
Company's total revenues during 1998, 1997 and 1996, respectively.

         During the year ended December 31, 1998, the Company reduced  operating
expenses,  which was further  enhanced by the sale of the  majority of assets in
Published  Research.  Accordingly,  there was a reduction  in direct  costs as a
percentage  of  revenues  to 50.6% for the year  ended  December  31,  1998,  as
compared to 57.5% for the year ended December 31, 1997.  Additionally,  selling,
general and  administrative  expenses  were 43.5% of revenues for the year ended
December 31, 1998, versus 47.0% for the year ended December 31, 1997.

         The  Company  had  operating  income of  $1,329,000  for the year ended
December 31, 1998.  This compares  favorably to an operating  loss of $3,136,000
for the year ended December 31, 1997. The net income for the year ended December
31, 1998 was $756,000  versus a $2,852,000  net loss for the year ended December
31, 1997.

         During the year ended  December 31, 1998,  the Company's cash flow from
operating  activities  provided  $2,166,000  versus  cash  flow  from  operating
activities of $236,000 for the year ended December 31,


                                       15
<PAGE>

1997. This, coupled with a $1,000,000 capital stock investment from SVP, a major
shareholder of the Company,  received during the first quarter of 1998 ($250,000
of which was originally  issued as a convertible  note),  enabled the Company to
pay down its  Commercial  Revolving  Promissory  Note with State Street Bank and
Trust  Company  during the first  quarter of 1998 to zero from  $1,249,000 as of
December 31, 1997. As of December 31, 1998, the balance  outstanding  remains at
zero.  Further,  the  Company's  cash balance has improved to  $2,307,000  as of
December 31, 1998 versus $139,000 at December 31, 1997.

SEGMENT REPORTING

         During  1998,  1997 and  1996 the  Company  operated  primarily  in two
business segments in accordance with Statement of Financial Accounting Standards
("SFAS")  No.  131,  "Disclosure  about  Segments of an  Enterprise  and Related
Information." The operating  segments were: (I) Consulting and Business Advisory
("CBA") which  consists of QCS and SCRG; and (II)  Published  Research  Products
("PRP"), which consisted of Published studies, ETRG and various Newsletters.

         In accordance  with SFAS No. 131, the Company is disclosing the results
of the operating segments for each of the three years below.

<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                                                         (Amounts in thousands)
                                                    1998                        1997                          1996
                                         ---------------------------- ----------------------------  ---------------------------
                                                             PERCENT                      PERCENT                      PERCENT
                                                $           OF TOTAL         $           OF TOTAL         $           OF TOTAL
                                                -           --------         -           --------         -           --------
<S>                                               <C>         <C>              <C>         <C>            <C>           <C>
NET ASSETS
----------

Consulting and Business Advisory                  10,999       94.0%           10,594       84.9%            8,234       63.6%
Published Research Products                          705        6.0%            1,887       15.1%            4,326       33.4%
All Other                                             --        0.0%               --        0.0%              386        3.0%
                                         ---------------------------- ----------------------------  ---------------------------
Total Net Assets                                  11,704      100.0%           12,481      100.0%           12,946      100.0%
                                         ---------------------------- ----------------------------  ---------------------------

REVENUES
--------

Consulting and Business Advisory                  25,456       90.3%           25,959       81.0%           24,168       79.2%
Published Research Products                        2,719        9.7%            6,018       18.8%            6,327       20.7%
All Other                                             --        0.0%               50        0.2%               30        0.1%
                                          ---------------------------- ----------------------------  ---------------------------
Total Revenues                                    28,175      100.0%           32,027      100.0%           30,525      100.0%
                                         ---------------------------- ----------------------------  ---------------------------

OPERATING INCOME (LOSS)
----------------------

Consulting and Business Advisory                   1,313       98.8%            (165)        5.3%              914    (110.9)%
Published Research Products                           16        1.2%          (2,295)       73.2%          (1,739)      211.0%
All Other                                             --        0.0%            (676)       21.5%                1      (0.1)%
                                          ---------------------------- ----------------------------  ---------------------------
Total Operating Income (Loss)                      1,329      100.0%          (3,136)      100.0%            (824)      100.0%
                                         ---------------------------- ----------------------------  ---------------------------

DEPRECIATION AND AMORTIZATION
     INCLUDED ABOVE

Consulting and Business Advisory                   1,002       91.3%              885       77.2%              764       78.4%
Published Research Products                           96        8.7%              238       20.7%              210       21.6%
All Other                                             --        0.0%               24        2.1%               --        0.0%
                                         ---------------------------- ----------------------------  ---------------------------
Total Depreciation and Amortization                1,098      100.0%            1,147      100.0%              974      100.0%
                                         ---------------------------- ----------------------------  ---------------------------
</TABLE>




                                       16
<PAGE>

PRODUCT AND SERVICE REVENUES

         The  Company's  revenues  decreased  by  $3,852,000,   or  12.0%,  from
$32,027,000 in 1997 to $28,175,000 in 1998 and increased by $1,502,000, or 4.9%,
from  $30,525,000 in 1996 to $32,027,000 in 1997. The decrease from 1997 to 1998
was  primarily  due to the sale of assets  from PRP  completed  during the third
quarter  of 1998 and the  fourth  quarter  of 1997,  coupled  with a decline  in
revenues in SCRG. The increase from 1996 to 1997 was due to revenue increases in
QCS and SCRG, partially offset by a decline in PRP revenues.

         QCS revenues grew by $197,000,  or 1.0%,  from  $20,516,000  in 1997 to
$20,713,000  in 1998 and by  $798,000,  or  4.0%,  from  $19,718,000  in 1996 to
$20,516,000  in 1997.  The increase  from 1997 to 1998 was due to an increase in
the average retainer fee paid per client, partially offset by a reduction in the
number of clients.  During  1998,  the Company  experienced  a reduction  in the
number of  retainer  clients of 10.7%,  and a  reduction  in the  retainer  base
(monthly fees billed to clients) of 8.4%. The reduction in the retainer base was
primarily due to an increase in the number of rate reductions granted to clients
based on their  recent usage  history,  coupled with a slow-down in new retainer
sales during 1998, as compared to recent  years.  The slow down in sales was due
primarily  to  staff  turnover  in  the  Business  Development  area  which  was
experienced throughout 1998. The reduction in the retainer base began during the
third  quarter  of 1998,  and  this is the  first  time  that  there  has been a
reduction in the retainer base during a full  calendar year period.  The Company
believes it has the staff turnover in this area under control, but anticipates a
continued  decline in the retainer  base through at least the second  quarter of
1999.  Until this trend is reversed,  and the  retainer  base is brought back to
previous  levels,  the Company expects  revenue  declines in QCS on a quarter to
quarter  basis.  The  increase  from 1996 to 1997 was due to an  increase in the
average retainer fee paid per client.

         SCRG revenues decreased $700,000,  or 12.9%, from $5,443,000 in 1997 to
$4,743,000 in 1998 and increased by $993,000,  or 22.3%, from $4,450,000 in 1996
to $5,443,000  in 1997.  The decrease from 1997 to 1998 was due to a significant
fall-off in revenue in the third and fourth quarters of 1998, as compared to the
like  quarters in 1997,  primarily  due to staff  turnover,  which  affected the
marketing  efforts  of SCRG.  The  increase  in  revenues  from 1996 to 1997 was
primarily due to an increase in the number of assignments and their average size
as compared to 1996.

         During the fourth  quarter of 1998,  staff  turnover in SCRG slowed and
the  Company  believes  it has the staff  turnover  in this area under  control.
However,  the Company anticipates reduced revenues during at least the first two
quarters  of 1999,  as  compared  to the like  quarters  of 1998.  The  Customer
Satisfaction and Loyalty Division accounted for 28.9%, 15.7% and 17.8% of SCRG's
revenue for 1998, 1997 and 1996, respectively.

         Revenues of PRP (excluding newsletters) decreased $3,282,000, or 56.2%,
from  $5,839,000  in 1997 to  $2,557,000  in 1998 and  $210,000,  or 3.5%,  from
$6,049,000 in 1996 to $5,839,000 in 1997. The decrease from 1997 to 1998 was due
to the sale of virtually all PRP assets which was completed in the third quarter
of 1998,  during the fourth  quarter of 1997. The decrease from 1996 to 1997 was
primarily  due to lower  revenues  from ETRG  which was sold  during  the fourth
quarter  of  1997,  coupled  with  reduced  print  sales of  published  studies,
partially offset by increased revenues from third-party on-line vendors.


                                       17

<PAGE>

          The Company  operates a small  newsletter  publishing  business within
PRP.  However the  newsletters  that are produced  generated less than 1% of the
Company's  revenues  in 1998,  1997 and 1996.  All  except  one  newsletter  was
included in the sale of assets during the second quarter of 1998.

DIRECT COSTS

         Direct costs  decreased by $4,139,000,  or 22.5%,  from  $18,402,000 in
1997 to  $14,263,000  in  1998  and  increased  by  $1,053,000,  or  6.1%,  from
$17,349,000  in 1996 to  $18,402,000 in 1997.  Direct costs  represented  50.6%,
57.5% and 56.8% of revenues,  respectively, in 1998, 1997 and 1996. The decrease
in total  direct cost and direct cost as a percentage  of revenues  from 1997 to
1998 was primarily  due to the  aforementioned  sale of the  Published  Research
assets,  coupled with a general  reduction  in direct  operating  expenses.  The
general  reduction  in  direct  operating  expenses  was  primarily  due  to the
restructuring  during  the  first  quarter  of 1998,  which  eliminated  certain
full-time  direct labor.  The increase in total direct cost and direct cost as a
percentage of revenues from 1996 to 1997 reflected direct costs from new service
offerings  in PRP (the  assets of which were sold  during the fourth  quarter of
1997), coupled with the planned expansion of the Company's core competencies.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general and administrative  expenses decreased by $2,797,000,
or 18.6%, from  $15,059,000,  or 47.0% of revenues,  in 1997 to $12,262,000,  or
43.5%  of  revenues,  in 1998  and  increased  by  $1,861,000,  or  14.1%,  from
$13,198,000, or 43.2% of revenues, in 1996 to $15,059,000, or 47.0% of revenues,
in 1997.  The decrease from 1997 to 1998 was primarily due to reduction in labor
in the general and administrative area and reduced sales labor, primarily due to
turnover,  coupled with reduced sales commissions during 1998. The increase from
1996 to 1997 was due to the  investment  in sales  and  promotional  efforts  to
generate  incremental revenues in accordance with the Company's growth plans and
to support the planned growth of the operating units.

         The  Company's  lease for its main  premises  includes  scheduled  rent
increases  over the 15-year lease term.  Financial  Accounting  Standards  Board
Statement  No.  13 ("FASB  No.  13")  requires  that rent  expense  under  these
circumstances be recognized on a straight-line basis. Accordingly,  rent expense
will exceed the amount  actually  paid in the first third of the lease,  will be
approximately equal to the amount actually paid in the middle third of the lease
and will be less than the amount  actually paid in the final third of the lease.
Partly as the result of the lease  renegotiations  in 1992,  which  extended the
lease term for three  additional years with a reduced base rent for those years,
rent payable  exceeded  rent expense by $186,000 in 1998 for the main  premises.
The Company's lease for additional  premises  includes  scheduled rent increases
over the 10-year lease term. As a result,  rent expense exceeded rent payable by
$46,000  in 1998 for the  additional  premises.  In 1998,  1997 and 1996,  total
accrued rent payable decreased by $147,000,  $85,000 and $71,000,  respectively.
See Note 3 of Notes to Consolidated Financial Statements.

SALE OF PUBLISHED RESEARCH AND ETRG AND ASSET DISPOSAL

         On July 2, 1998, the Company completed the sale of substantially all of
the  assets  of  FIND/SVP  Published  Products,   Inc.  ("Published   Research")
subsidiary  pursuant to an Asset Purchase  Agreement  dated as of June 26, 1998.
The Company  recorded a $20,000 gain related to this sale. The assets  included,
among other things, the tangible and intangible assets,  properties,  rights and
business of Published  Research  relating to the 

                                       18

<PAGE>

following product lines: (I) FIND/SVP Market Intelligence Reports; (II) Packaged
Facts Market  Intelligence  Reports;  (III) Specialists in Business  Information
Market  Intelligence  Reports;  (IV)  MarketLinks;  (V) Ice  Cream  Report:  The
Newsletter for Ice Cream  Executives;  (VI) How to Find Market Research  Online;
(VII) Analyzing Your  Competition;  (VIII) Finding Business Research on the Web;
and (IX)  ShareFacts.  The  Company  received,  in  consideration  of the  sale,
$1,250,000 in cash  ($250,000 was received on June 29, 1998,  and $1,000,000 was
received  on July 2,  1998),  a  Promissory  Note (the  "Note") in the amount of
$550,000 and the purchaser assumed certain liabilities in the amount of $85,000.
The Note bears  interest  at a rate of 8% per annum and is payable in four equal
annual installments  commencing June 26, 1999. Interest is payable annually with
each installment of principal. The Company was granted a purchase money security
interest in the assets,  which is subordinate  to a security  interest in assets
held by a lender of the purchaser.  The Note is guaranteed by a principal of the
purchaser.  Prior to the sale,  during 1998,  revenues from the assets sold were
$2,522,000.

         During the fourth quarter of 1997, the Company sold certain assets held
in ETRG, a division of Published  Research.  The Company recorded a $28,000 loss
related to this sale. In accordance with the terms of the Agreement, the Company
received a two-year  $125,000  Note  bearing  interest  at an annual rate of 10%
payable as follows:  $31,250 plus accrued interest on May 4, 1998, and quarterly
principal  payments of $15,625 plus  accrued  interest  commencing  on August 4,
1998,  and  on the  fourth  day of  each  November,  February,  May  and  August
thereafter.  The final  payment is due November 4, 1999.  To date,  all payments
have been received in a timely manner.  The Company holds a security interest in
the ETRG database as collateral for the Note. The purchaser also assumed various
liabilities in connection with the transaction and the Company is receiving a 5%
royalty for a two-year period on sales generated by the assets sold. As a result
of this  transaction,  the Company no longer  operates  its  multi-client  study
business,   its  Continuous  Advisory  Service  and  its  Interactive   Consumer
Newsletter.  The Company has retained the rights to its then currently published
off-the-shelf  studies  and will  receive  a 5%  royalty  on sales of the  above
services for a two-year period.

         During  the   fourth   quarter  of  1997,   the   Company   ceased  the
consumer-oriented operations of its FIND/SVP Internet Services, Inc. subsidiary.
Accordingly,  the Company recorded a charge of $500,000 in the fourth quarter of
1997 related to the closing of the subsidiary.  The charge  included  $35,000 of
severance,  all of which was paid by March 31, 1998. The remainder of the charge
included the  write-down  of certain  assets of  $408,000,  $16,000 of shut-down
costs paid in the first  quarter of 1998,  and rent  expense of $41,000  for the
first  quarter of 1998 as the Company  intended  to sublease  the space or to be
relieved  of its  obligation  for  10,000  square  feet of  office  space by the
landlord  during the second  quarter of 1998.  During the second quarter of 1998
the Company  received  payment of $75,000  from the  landlord  for giving up its
rights to this  portion of the lease.  The Company  also had rental  expenses of
$26,400  during the  second  quarter of 1998,  prior to the  agreement  with the
landlord.  The $75,000 was recorded as Other Income and the $26,400 was recorded
as Other Expense.

IMPAIRMENT LOSS

         Due to continued weakness in Published Research, and a plan to re-focus
the Company's  attention on its core competencies,  during the fourth quarter of
1997 the Company  decided to sell the majority of assets held in this  Division.
As a result, the Company reported the carrying value of the assets held for sale
at the lower of cost or their  estimated net realizable  values.  As a result of
the  Company's  decision,  an  impairment  loss of  $1,047,000  was  recorded in
December 1997. The Company presented the assets held for sale as a separate line
item in its  December 31, 1997  consolidated  balance  sheet.  The sale of these
assets was completed during the third quarter of 1998.


                                       19

 
<PAGE>

         The aforementioned non-cash charge included write-downs of inventory of
$517,000, fixed assets of $405,000, goodwill of $102,000 and deferred charges of
$23,000.

RESTRUCTURING CHARGE

         On March 27, 1998, the Company reduced its full-time labor force in its
core business by 20 positions. As a result, the Company recorded a restructuring
charge of $321,000 during the quarter ended March 31, 1998. The charge consisted
mainly of  severance  payments,  which  were fully paid by  February  15,  1999,
outplacement  services and legal costs  associated  with the  elimination of the
positions.  As of December  31,  1998,  $16,000  related to this charge  remains
accrued but unpaid.

         In conjunction  with the Company's  decision to re-focus its efforts on
its core competencies,  the Company reduced its general and administrative staff
in December,  1997.  Accordingly,  the Company recorded a $155,000 restructuring
charge, primarily for severance costs, during the fourth quarter of 1997, all of
which was paid in 1998.

         Due to lower than expected  revenues and profits in Published  Research
during  the  third  quarter  of  1996,  and  due to the  anticipation  of a more
aggressive  growth  strategy  which  integrated the products and services of the
Company,  the Company  announced and  immediately  began  implementing a plan to
restructure and consolidate  operations,  which included the  re-organization of
its operating  units and a change in the method of marketing  and  cross-selling
its various products.  This plan resulted in a pre-tax charge of $802,000 during
the third quarter of 1996.

         The  aforementioned  charge  included a writedown of certain  Published
Research  assets of  $490,000,  severance  and  retirement  charges of $167,000,
charges  relating to  marketing  and planning  materials  which will not be used
after the  restructuring  of  $117,000  and charges  for the  consolidation  and
reduction of several small,  unprofitable  product  groups of $28,000,  of which
$13,000 and $47,000 in severance  and  retirement  payments has been included in
accrued expenses as of December 31, 1998 and 1997.

OPERATING INCOME (LOSS)

         The Company's  operating income was $1,329,000 in 1998,  compared to an
operating  loss of $3,136,000 in 1997, an increase of  $4,465,000.  The increase
was due to an increase in operating income of $1,478,000 in CBA due primarily to
decreased direct costs and SG&A expenses,  coupled with a $2,311,000 improvement
in PRP due primarily to the impairment loss of $1,407,000 in 1997.

         The Company had an operating  loss of $3,136,000 in 1997 compared to an
operating  loss of $824,000 in 1996.  The increase in operating  loss in 1997 as
compared to 1996 was due in part to a decline in operating  income of $1,079,000
in CBA from  $914,000 in 1996 to an  operating  loss of  $165,000  in 1997.  The
decline was due primarily to increased  costs in  connection  with a growth plan
implemented in late 1996. Additionally,  all other experienced an operating loss
of $676,000 in 1997 due primarily to the closing of Internet services.


                                       20

<PAGE>

         The   operating   loss  in  1996  was  due  primarily  to  an  $802,000
restructuring  charge in the third quarter of 1996,  coupled with an increase in
direct costs and selling, general and administrative expenses as a percentage of
revenues.

INTEREST INCOME AND EXPENSE; OTHER ITEMS

         In 1998, the Company earned $85,000 in interest income, which increased
from  $13,000 in 1997 and $19,000 in 1996.  The increase in 1998 was a result of
the increased  cash balance  during 1998 coupled with  interest  earned on Notes
Receivable.

         Interest  expense  in 1998 was  $522,000,  which  was a  decrease  from
$597,000 in 1997 which was an increase  from  $320,000 in 1996.  The decrease in
interest expense for 1998 compared to 1997 was primarily due to the reduction in
term  debt  outstanding  and the  lower  level of  borrowings  under the line of
credit. The increase in interest expense for 1997 compared to 1996 was primarily
due to the issuance of subordinated  notes in the fourth quarter of 1996 and the
third quarter of 1997, slightly offset by a reduction in interest on term notes.

         On January 20, 1998,  the Company  entered into a settlement  agreement
regarding a shareholder  lawsuit which began during 1997,  pursuant to which the
suit was  dismissed  with  prejudice.  As part of the  settlement,  the  Company
purchased  274,400  shares of the Company's  Common Stock from the plaintiff for
$1.25 per share,  totaling  $343,000.  The purchase price contained a premium of
$0.50 per share over the closing  trade price of the  Company's  Common Stock on
the date of  settlement,  or  $137,000.  As a result of the above,  the  Company
recorded  treasury  stock of $206,000 and expense of $137,000.  The Company used
proceeds  from its  insurance  company of $495,000 to purchase the shares and to
pay  plaintiff  and Company  legal fees in the amount of $110,000  and  $42,000,
respectively.  Accordingly,  the Company recorded other income and other expense
of $289,000, respectively, related to this matter, with the remaining balance of
$206,000 offset against the  aforementioned  treasury stock  repurchase  amount,
thus reducing the net treasury stock transaction to zero.

         During May 1998,  the  Company  gave up its rights to part of the space
covered  under one of its  leases.  The  Company  received a payment of $75,000,
included in other  income,  from its landlord  for the return of the space.  The
Company incurred additional rents of $26,400,  included in other expense,  while
negotiating the release of its obligations.

         The Company recorded a loss on sale of assets of $73,000 resulting from
the sale of certain assets during 1996.







                                       21


 <PAGE>

INCOME TAXES

         The $205,000 tax provision  recognized for 1998 represents 21.3% of the
1998 income  before  provision  for income  taxes.  Income taxes were reduced by
$239,000 for the reduction of the valuation allowance at December 31, 1998.

         The $896,000 tax benefit  recognized for 1997  represents  23.9% of the
1997 loss  before  benefit for income  taxes.  The 1997  benefit  includes a net
operating loss carryback for federal purposes, a deferred tax benefit from a net
operating  loss  carryforward  for  federal,  state  and  local  taxes and a net
deferred  tax  benefit  for  temporary  items,  partially  offset by a valuation
allowance of $519,000 and expired tax credits.

         Based on the Company's history of prior operating  earnings relating to
its consulting and business advisory businesses,  management has determined that
a valuation allowance of $280,000 and $519,000 is necessary at December 31, 1998
and 1997, respectively, due to the uncertainty of future earnings to realize the
entire net deferred tax asset. Of the deferred tax asset,  $322,000 and $286,000
as of December 31, 1998 and 1997, respectively, has been classified as current.

LIQUIDITY AND CAPITAL RESOURCES

         The Company  finances its business  primarily from operating  revenues,
working capital  provided by deferred  revenues in the form of prepaid  retainer
fees, bank debt and subordinated notes.

         In 1998,  there was a positive cash flow from  operating  activities of
$2,166,000.  Positive cash flow  resulted from net income of $756,000,  adjusted
for  depreciation  and  amortization  of  $1,098,000,  a  decrease  in  accounts
receivable of $1,042,000,  a decrease in prepaid and refundable  income taxes of
$299,000,  an  increase in deferred  taxes of  $205,000,  an increase in accrued
interest of $186,000, a provision for losses on accounts receivable of $164,000,
a  decrease  in  assets  held  for sale of  $99,000,  amortization  of  deferred
financing  fees of $40,000,  an increase in income taxes payable of $25,000,  an
increase in deferred  compensation of $20,000,  and  amortization of discount on
notes payable of $6,000.  This was offset by a decrease in accounts  payable and
accrued  expenses  of  $1,138,000,  an increase  in prepaid  expenses,  deferred
charges  and  security  deposits  of  $231,000,   a  decrease  in  accrued  rent
receivable/payable  of  $147,000,  an increase in cash  surrender  value of life
insurance of $132,000,  a decrease in unearned retainer revenue of $106,000 an a
gain on sale of net assets of $20,000.

         In 1997,  there was a positive cash flow from  operating  activities of
$236,000.  This  resulted from a net loss of  $2,852,000,  a decrease in accrued
rent payable of $85,000,  an increase in cash surrender  value of life insurance
of $55,000,  an increase in deferred income taxes of $668,000 and an increase in
accounts  receivable  of  $799,000.   These  items  were  more  than  offset  by
depreciation and amortization of $1,147,000,  the non-cash portion of impairment
loss of $1,047,000,  the non-cash portion of asset disposal of $408,000,  a loss
on sale of net assets of $28,000,  amortization  of discount on notes payable of
$5,000, amortization of deferred financing fees of $39,000, a $254,000 provision
for losses on accounts  receivable,  an increase  in  deferred  compensation  of
$21,000,  an increase in accounts  payable and accrued  expenses of $305,000,  a
decrease in prepaid  and  refundable  income  taxes of  $250,000,  a decrease in
inventory  of $413,000,  a decrease in prepaid  expenses,  deferred  charges and
goodwill of $75,000, an increase in accrued interest of $170,000 and an increase
in unearned retainer income of $533,000.


                                       22

<PAGE>

         In 1996,  there was a positive cash flow from  operating  activities of
$458,000.  This resulted from a net loss of $719,000, a decrease in accrued rent
payable of $71,000,  an increase in cash  surrender  value of life  insurance of
$110,000,  an increase  in deferred  income  taxes of  $107,000,  an increase in
accounts  receivable  of $180,000,  an increase in  inventory  of  $585,000,  an
increase  in  prepaid  expenses,  deferred  charges  and  security  deposits  of
$437,000,  and an increase in prepaid and  refundable  income taxes of $543,000.
These items were more than offset by depreciation  and amortization of $974,000,
amortization  of discount on notes  payable of $1,000,  the non-cash  portion of
restructuring  charge of $610,000,  a $287,000  provision for losses on accounts
receivable, a loss on sale of marketable investment securities of $8,000, a loss
on sale of assets of $73,000,  Common Stock  issued for services of $40,000,  an
increase in deferred  compensation of $25,000,  an increase in accounts  payable
and accrued  expenses of $590,000,  amortization  of deferred  financing fees of
$15,000, and increase in accrued interest of $34,000 and an increase in unearned
retainer income of $553,000.

         Capital expenditures were $618,000, $1,939,000, and $1,509,000 in 1998,
1997 and 1996,  respectively,  and  consisted  principally  of  migration of the
Company's  10 year old  management  information  systems  from a Wang VS 65 to a
Windows NT based system,  computer equipment to improve the consultants' ability
to  communicate  with  clients,  access the Internet and integrate the Company's
products, as well as to expand the Company's enterprise network.

         In 1998, the Company received  $1,250,000 proceeds from the sale of net
assets and $42,000 for the surrender of a life insurance policy.

         In  1998  and  1997  the  Company   received   $63,000   and   $50,000,
respectively, for the repayment of a note receivable.

         In  1996,  the  Company  received  $168,000  proceeds  from the sale of
marketable investment securities.

         The Company has two  outstanding  term notes with State Street Bank and
Trust (the  "Bank").  One note,  a $2,000,000  fixed rate term note,  payable in
quarterly  installments  of $100,000  through  April 2000 at an interest rate of
8.86%, was originally  signed during April 1995 and has $600,000  outstanding as
of December 31, 1998. The other note, a $500,000 five-year term note, payable in
quarterly  installments  of $25,000  through  April 2001 at an interest  rate of
prime plus  0.75%,  which was 8.5% and 9.25% at  December  31,  1998,  and 1997,
respectively,   was  originally   signed  during  July  1997  and  has  $250,000
outstanding at December 31, 1998.

         Additionally,  the Company had a Commercial  Revolving  Promissory Note
(the "Note") with the Bank.  The Note was  originally  signed during April 1995,
and was amended several times since.  The most recent  amendment was on April 3,
1998 and expired on March 25,  1999.  The amount  available  under the Note,  as
amended,  was $1,000,000.  At its highest,  there was $3,000,000 available under
the  Note.  The  interest  rate  on the  Note  is the  Bank's  prime  rate  plus
one-quarter  of one percent  and during 1997 was the Bank's  prime rate plus one
and one-half percent (prime was 7.75% as of December 31, 1998 and was 8.5% as of
December 31, 1997).  As of December 31, 1998,  there was nothing  outstanding on
the Note. However the Note is used to secure certain long-term letters of credit
in the amount of $158,000.  As such, as of December 31, 1998,  the  availability
under the Note was $842,000.

         The  Company's  Revolving and Term  Promissory  Notes with the Bank are
secured  by all of the  assets of the  Company.  Additionally,  during the first
quarter of 1998,  SVP  provided  credit  support  in the form of two  $1,000,000
standby  letters of credit.  One of the  letters of credit is used to secure the
Revolving Note and the 

                                       23


<PAGE>

other is used to secure the two  outstanding  Term  Notes.  The letter of credit
securing the Term Notes will at all times equal the lesser of (a) the  aggregate
principal amount of the term loans, or (b) $1,000,000.  During 1998, the Company
failed to meet  certain net income  covenants  included in the debt  agreements,
primarily due to severance and related  costs.  The Bank has agreed to waive the
covenants.

         During 1996 and 1997, the Company and its subsidiaries  (the "Company")
issued $2,975,000  five-year Promissory Notes ("Notes") and ten-year warrants to
purchase 1,322,222 shares of the Company's Common Stock, at $2.25 per share, for
an aggregate  consideration  of  $2,975,000 to Furman Selz SBIC,  L.P.  ("Furman
Selz") and SVP,  S.A.  ("SVP").  Notes in the amount of  $2,025,000  and 900,000
warrants  were  purchased  by Furman Selz on October 31, 1996 for the  aggregate
amount of  $2,025,000,  which  Notes are due on October 31,  2001.  Notes in the
amount of $950,000  and 422,222  warrants  are held by SVP. Of the Notes held by
SVP, a $475,000  Note,  together  with 211,111  warrants,  was purchased for the
aggregate amount of $475,000,  on each of November 30, 1996 and August 25, 1997.
All of the Notes are due five years after the respective purchase dates.

         All of the Notes accrue interest at an annual rate of 12% on the unpaid
principal  balance.  Interest  payments are made  periodically on Notes, and the
agreements  allow  for the  automatic  deferral  of some  of the  interest.  Any
interest deferred  compounds and accrues interest at the rate of the Notes until
paid.  As of  December  31,  1998,  there was a total of $362,650 of accrued but
unpaid  interest  on the Notes.  Included  in the total was  $338,942  which was
deferred in accordance with said provisions.  All the deferred interest was paid
on February 8, 1999.

         The  Company  is   currently   negotiating   with   several   financial
institutions the refinancing of a portion of its long-term debt obligations with
the intention of reducing  interest  expense in the future.  As the Company does
not foresee the short-term  need for a line of credit,  the Company did not seek
to renew the Note with the Bank,  which  expired  on March 25,  1999.  This will
allow for the  release  of one of the two $1 million  standby  letters of credit
provided  by SVP to secure the debt.  The Company is  negotiating  a new line of
credit with several financial  institutions.  On March 29, 1999 the Company paid
the Bank the $725,000 of outstanding  term debt,  with the intention of reducing
interest  expense in 1999,  and the Bank  released the other $1 million  standby
letter of credit provided by SVP.

         On January 15, 1998,  the Company  entered into an agreement  with SVP,
S.A., an affiliate of SVP  International,  pursuant to which SVP, S.A. purchased
800,000  shares  of  Common  Stock  at  $1.25  per  share  for an  aggregate  of
$1,000,000.  The  transaction  was  completed in two parts.  The Company  issued
600,000  shares of Common Stock and a $250,000  Convertible  Note in January 15,
1998,  pending the availability of shares for issuance.  The Note converted into
200,000  shares of Common Stock on February 20, 1998,  when those shares  became
available  for  issuance.  With  this  transaction,  SVP  International  and its
affiliates own  approximately  37% of then  outstanding  shares of Common Stock,
excluding outstanding warrants.

         In connection  with the  Company's  sale of Published  Research  assets
during 1998, the Company received a $550,000 four-year note.

         In connection with the Company's sale of ETRG's assets during 1997, the
Company received a $125,000 two-year note.


                                       24

<PAGE>

         The Company's  working  capital was $2,569,000 at December 31, 1998, as
compared to $1,016,000 at December 31, 1997.  Cash balances were  $2,307,000 and
$139,000 on December 31, 1998 and 1997, respectively.

         The Company expects to spend  approximately  $700,000 for capital items
in 1999,  the major  portion of which will be to complete  the  migration of the
Company's proprietary management information system to its new platform, coupled
with leasehold improvements related to the HVAC system at one of its locations.

         The Company  believes  that its cash  balance at December  31, 1998 and
cash  flow from  operations  will be  sufficient  to cover  its  operations  and
expected capital  expenditures for the next 12 months and that it has sufficient
liquidity for the next 12 months.

INFLATION

         The  Company  has in the past  been able to  increase  the price of its
products and services  sufficiently  to offset the effects of inflation on wages
and other expenses, and anticipates that it will be able to do so in the future.

YEAR 2000

         The Year 2000  issue is the  result of  computer  programs  which  were
written  using only two digits,  rather  than four,  to  represent a year.  Date
sensitive  software or hardware may not be able to distinguish  between 1900 and
2000 and programs that perform arithmetic operations,  comparisons or sorting of
date fields may begin yielding incorrect results. This could potentially cause a
system failure or miscalculations that could disrupt operations.

         The Company has  developed a  remediation  plan for its Year 2000 issue
that involves three overlapping phases:

               1)  Inventory - This phase  includes the creation of an inventory
                   of three functional areas:

                       a) Applications and information technology (IT) equipment
- These  include  all  mainframe,  network and desktop  hardware  and  software,
including custom and packaged applications, and IT embedded systems.

                       b) Non-information technology (non-IT) embedded systems -
These include non-IT equipment.  Non-IT embedded systems, such as security, fire
prevention and climate control systems  typically  include embedded  technology,
such as microcontrollers.

                       c) Vendor relationships - These include significant third
party  vendors  and  suppliers  of goods and  services,  as well as  vendor  and
supplier interfaces.

         The Company has completed the inventory phase.

               2)  Analysis  -  This  phase   includes  the  evaluation  of  the
inventoried   items  for  Year  2000  compliance,   the   determination  of  the
remeditation   method  and  resources   required  and  the   development  of  an
implementation  plan. A significant  portion of the analysis  phase is complete.
The Company completed the analysis phase for non-IT and IT embedded systems.



                                       25

<PAGE>

               3)   Implementation   -  This  phase   includes   executing   the
implementation  plan for all  applicable  hardware and software,  interfaces and
systems.  This  involves  testing,  in a Year  2000-simulated  environment,  the
changes,  beginning to utilize the changed procedures in actual operations,  and
vendor  interface  testing.  The  implementation  phase,  including  testing for
certain critical applications,  has commenced and is expected to be completed by
June 1999 for  applications  and IT equipment and non-IT embedded  systems.  All
other  components  of the  implementation  phase are expected to be completed by
September 1999.  Additionally,  subsequent to final implementation,  the Company
will conduct live testing on January 1 and 2, 2000, before business commences on
January 3, 2000.

         The  Company's  remediation  plan for its Year 2000 issue is an ongoing
process and the estimated completion dates above are subject to change.

      THE RISK OF THE COMPANY'S YEAR 2000 ISSUE

         Overall,  at this time the Company  believes  that its systems  will be
Year 2000 compliant in a timely manner for several reasons.  Several significant
marketing  and  fulfillment  systems are already  compliant.  In  addition,  the
Company  extensively   utilizes  certain  shared  applications  that  should  be
remediated once and then deployed.  Also,  comprehensive testing of all critical
systems is planned to be conducted in a simulated Year 2000 environment.

         The  Company  believes  that the area of  greatest  risk to the Company
surrounding  the Year 2000 issue relates to  significant  suppliers'  failing to
remediate  their  Year  2000  issues  in  a  timely  manner.   The  Company  has
relationships with certain  significant  suppliers.  These  relationships may be
material in the  aggregate  to the Company.  The Company  relies on suppliers to
deliver a broad range of services,  including  Internet  access,  online  search
capabilities, supplies of promotional materials and paper, warehouse facilities,
lettershops  which assemble  promotional  mailings,  postal  delivery  services,
banking services,  telecommunications and electricity. The Company is conducting
formal  communications with its significant suppliers to determine the extent to
which it may be affected by those third  parties'  plans to remediate  their own
Year 2000 issue in a timely  manner.  The level of  preparedness  of significant
suppliers can vary greatly.  If a number of  significant  suppliers are not Year
2000  compliant,  this  could have a material  adverse  effect on the  Company's
results of operations, financial position or cash flow.

      THE COMPANY'S CONTINGENCY PLANS

         The Company is  developing  its  contingency  plans and expects to have
them  completed  by June 1999.  To  mitigate  the  effects of the  Company's  or
significant  suppliers'  potential failure to remediate the Year 2000 issue in a
timely  manner,  the Company would take  appropriate  actions.  Such actions may
include having arrangements for alternate suppliers, re-running the processes if
errors occur, using manual intervention to ensure the continuation of operations
where  necessary,  and scheduling  activity in December 1999 that would normally
occur at the beginning of January 2000. If it becomes  necessary for the Company
to take these corrective actions,  it is uncertain,  until the contingency plans
are  finalized,  whether  this would  result in  significant  delays in business
operations  or have a  material  adverse  effect  on the  Company's  results  of
operations, financial position or cash flow.



                                       26

 <PAGE>

      COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUE

         The  total  cost of the  Company's  remediation  plan is  estimated  at
approximately  $75,000 to $100,000 and is being funded  through  operating  cash
flows. Of the total cost,  approximately $35,000 to $40,000 will be attributable
to new hardware and software that will be capitalized. The remainder of the cost
will be expensed as incurred. As of December 31, 1998, none of the total cost of
the  remediation  plan has been spent, as the work to date has been performed by
internal staff.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         In June 1998,  Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities", was issued.
SFAS No. 133  established  accounting  and reporting  standards  for  derivative
instruments  and for hedging  activities.  SFAS No. 133 requires  that an entity
recognize  all  derivatives  as either assets or  liabilities  and measure those
instruments at fair value.  SFAS No. 133 is effective for all fiscal quarters of
fiscal  years  beginning  after June 15,  1999.  SFAS No. 133 can not be applied
retroactively to financial  statements of prior periods. At the current time the
Company  does  not  utilize  derivative  instruments,   and  accordingly  it  is
anticipated that the adoption of SFAS No. 133 will not have a material impact on
the Company's consolidated financial position and results of operations.

FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS

         Certain  statements  contained  in this  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
Form 10-K that are not  related  to  historical  results,  are  forward  looking
statements. Actual results may differ materially from those projected or implied
in the forward looking statements.  Further,  certain forward looking statements
are based upon assumptions of future events, which may not prove to be accurate.
These forward looking statements involve risks and uncertainties,  including but
not limited to the Company's dependence on regulatory approvals, its future cash
flows, sales, gross margins and operating costs, the effect of conditions in the
industry and the economy in general,  and legal proceedings.  Subsequent written
and oral  forward  looking  statements  attributable  to the  Company or persons
acting on its behalf are  expressly  qualified in their  entirety by  cautionary
statements  in this  paragraph  and  elsewhere  in this Form 10-K,  and in other
reports filed by the Company with the Securities and Exchange Commission.

                                     ITEM 7A

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  financial  position  of the  Company  is  subject  to market  risk
associated  with interest rate  movements on  outstanding  debt. The Company has
debt  obligations  with both fixed and variable terms. The carrying value of the
Company's  variable rate debt obligations  approximates fair value as the market
rate is based on prime. A 10 percent  increase in the underlying  interest rates
would result in an increase of interest expense of $3,000.

                                     ITEM 8

                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The response to this item is  submitted in a separate  section of this
report on pages F-1 through F-31.


                                       27

<PAGE>

                                     ITEM 9

                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

                       ACCOUNTING AND FINANCIAL DISCLOSURE

         None.





                                       28



<PAGE>



                                    PART III

                                     ITEM 10

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                                   MANAGEMENT

DIRECTORS AND OFFICERS

         On October 5, 1998,  the Board of Directors of the Company  established
an Office of Managing  Directors  ("OMD") (a) responsible for (I) the conduct of
the ordinary  business  affairs and  operations of the Company and (II) defining
operating  policies in alignment with SVP International to take advantage of its
know-how and technological efficiencies, (b) comprised of four members, three of
whom  shall be  elected  by the  Board of  Directors,  upon  the  advice  of the
Chairperson of the Board of Directors,  and designated  Senior Officers with the
title of Managing Directors,  and the Chief Executive Officer, and (c) reporting
to the Board of Directors.  Each Managing Director must be a member of the Board
of Directors or hold another executive position with the Company.

         The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
Name                              Age        Position
----                              --         --------
<S>                               <C>        <C>
Andrew P. Garvin (1)              53         President, Chief Executive Officer and Director

Brigitte de Gastines              55         Managing Director and Chairperson of the Board of Directors

Howard S. Breslow                 59         Director

Frederick H. Fruitman             48         Director

Jean-Louis Bodmer                 57         Managing Director and Director

Eric Cachart                      42         Managing Director and Director

Victor L. Cisario (1)             37         Vice President, Chief Financial Officer, Corporate Secretary and
                                             Treasurer

Stephan B. Sigaud (1)             42         Vice President - Client Services

Kenneth A. Ash (1)                54         Vice President - International Strategic Research

Peter Carley (1)                  36         Vice President - Human Resources
</TABLE>

-----------------------
(1)  Member of an  Operating  Management  Group  responsible  for  applying  the
Company's  overall  policies and  strategies and for proposing  initiatives  and
supplemental strategies for the growth of the Company.


                                       29

<PAGE>

         Each  director  is  elected  for a period of one year at the  Company's
annual meeting of shareholders and serves until his successor is duly elected by
shareholders.  Officers  are  elected  by and  serve at the will of the Board of
Directors.

         Mr.  Garvin is a founder  of the  Company  and has  served as its Chief
Executive  Officer  since 1972 and as its President  since 1978.  Mr. Garvin has
been a director of the Company since its  inception  and  treasurer  until 1997.
From 1979 to 1982,  Mr.  Garvin  was a member of the Board of  Directors  of the
Information  Industry  Association  and served as Chairman of the 1979  National
Information  Conference and  Exposition.  Mr. Garvin is the author of The Art of
Being Well Informed, an information resource handbook for executives. Mr. Garvin
received a B.A.  degree in political  science from Yale  University  and an M.S.
degree in journalism from the Columbia Graduate School of Journalism.

         Ms. de Gastines  was  elected a director  of the Company in  accordance
with the Company's  licensing  agreement  with SVP  International.  See "Item 1.
Business - SVP Network;  Licensing  Agreement with SVP  International."  She has
been a director of the  Company  since 1982 and  Chairperson  of the Board since
October,  1998. She has served as the General Manager of SVP International since
1985 and SVP S.A. since 1976.

         Mr.  Breslow has been a director of the Company since 1986. He has been
a practicing attorney in New York for more than 25 years and a member of the law
firm of  Breslow  &  Walker,  LLP,  New  York,  New York for more than 20 years.
Breslow & Walker,  LLP is currently the Company's  general counsel.  Mr. Breslow
currently  serves as a director of Cryomedical  Sciences,  Inc., a publicly held
company engaged in the research, development and sale of products for use in low
temperature  medicine,  Vikonics  Inc., a publicly  held company  engaged in the
design and sale of  computer-based  security  systems,  Lucille  Farms,  Inc., a
publicly  held  company  engaged in the  manufacturing  and  marketing of cheese
products,  and Excel Technologies,  Inc., a publicly held company engaged in the
development and sale of laser products.

         Mr. Fruitman has been a director of the Company since 1989. Since 1990,
Mr.  Fruitman  has been a Managing  Director of Loeb  Partners  Corporation,  an
investment banking firm. Mr. Fruitman is a director of Micro Warehouse,  Inc., a
publicly held company which markets computer products.

         Mr.  Bodmer  has served as General  Manager of SVP France  since  1974.
Other positions  which he currently  holds are Chief Executive  Director of SVP,
S.A.,  President and Chief Executive Officer of SVP Participation,  President of
SVP Belgium, and President of SVP United Kingdom.

         Mr.  Cachart is the  Associate  General  Manager of SVP,  S.A.  and has
served as President of SVP Multi-info  since 1995. He was named President of SVP
Network in 1998.  Prior to 1995 he was a  journalist  and news  commentator  for
French television networks.

         Mr. Cisario has been the Company's  Vice President and Chief  Financial
Officer,  Corporate  Secretary  and Treasurer  since October 1998,  and was Vice
President and  Controller  from January 1997 to October 1998, and was Controller
from March 1995 to January 1997.  From 1992 to 1995, Mr.  Cisario  functioned as
Director of Finance and Administration for R.J. Rudden and Associates, an energy
industry  consulting  firm.  He was employed  from 1987 to 1992 in the financial
recruiting  industry,  including  1989 to 1992 with Robert Half,  International,
where he was Vice  President  of the New York  Region.  Prior  thereto  he was a
senior  Accountant


                                       30

<PAGE>

with a major real estate  company and a Certified  Public  Accountant  with Peat
Marwick Mitchell and Company.  Mr. Cisario received a B.B.A. degree from Hofstra
University and is a Certified Public Accountant in New York State.

         Mr. Sigaud has been the  Company's  Vice  President of Client  Services
since  October  1998,  and was  Vice  President  and  Managing  Director  of the
Company's Customer Satisfaction and Loyalty Group from May 1994 to October 1998.
From 1989 to 1994 Mr.  Sigaud  was the  owner and  President  of IDSI,  Inc.,  a
consulting firm specializing in Customer Satisfaction  Measurement for companies
in the  industrial  sector.  From 1986 to 1989 he functioned  as Executive  Vice
President for BMES, Inc., a business-to-business marketing research firm. He was
employed  from 1982 to 1986 in the  Recruiting  Department of Renault in France.
Prior thereto he was in International Sales and Marketing and worked as Business
Development  Manager for an engineering firm in East Africa and as Trade Attache
in the French Trade Office in  Madagascar.  Mr.  Sigaud holds a B.S. in Math and
Physics  from  Marseilles  University  and an MBA in Marketing  from ESSEC,  the
leading business school in France.

         Mr. Ash joined  FIND/SVP  in March  1992 as Vice  President  & Managing
Director of the Strategic  Consulting & Research Group and became Vice President
International  Strategic Research on October 5, 1998. From 1985 to 1992, Mr. Ash
directed his own  consulting  firm  specializing  in marketing  and  acquisition
engagements.  In 1991 and 1992, Mr. Ash served as President and CEO of CallTrack
Systems,  a  start-up  company  offering a  network-based,  long  distance  call
accounting system geared to small and medium-sized organizations. Mr. Ash served
as Vice  President of Marketing of Satellite  Television  Corporation,  a COMSAT
subsidiary and major communications start-up venture between 1983 and 1985. From
1973 to 1983, Mr. Ash held progressively  senior account management positions at
J. Walter Thompson and Ogilvy & Mather advertising agencies. Mr. Ash served as a
U.S.  Navy Officer from 1969 to 1972,  earned an MBA from the Wharton  School of
the University of  Pennsylvania  in 1969 and a BA from  Princeton  University in
1967.

         Mr. Carley has been the  Company's  Vice  President of Human  Resources
since July 1998, and was Director of Human  Resources from December 1997 to July
1998. He joined the company as Manager of Human  Resources in September of 1997.
Prior to joining  FIND/SVP,  he was employed by The Washington Post Company from
February  1996 until  September of 1997,  where he was most recently a Director,
Human Resources for MLJ, a  telecommunications  engineering  consulting company.
Mr.  Carley  also  worked in  training  and  development,  recruiting,  employee
relations,  and  other  Human  Resources  roles at Cost  Plus  World  Market,  a
California-based  retail  firm.  He has a  Bachelor  of  Arts  degree  from  San
Francisco State University.





                                       31

<PAGE>



                                  SECTION 16(A)

                    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         The Company's  officers,  directors and beneficial  owners of more than
10% of any class of its equity securities  registered  pursuant to Section 12 of
the  Securities  Exchange Act of 1934  ("Reporting  Persons") are required under
that Act to file reports of ownership and changes in beneficial ownership of the
Company's equity securities with the Securities and Exchange Commission.  Copies
of those reports must also be furnished to the Company. Based solely on a review
of the copies of reports  furnished  to the Company  pursuant  to that Act,  the
Company  believes  that during fiscal year ended  December 31, 1998,  all filing
requirements  applicable to Reporting  Persons were complied  with,  except that
Form 3 Initial  Statements  of  Beneficial  Ownership of  Securities  for Victor
Cisario,  Peter  Carley,  Ken Ash and Stephan  Sigaud,  Officers of the Company,
which were due on November 10, 1998, were filed on November 19, 1998.




                                       32

<PAGE>



                                     ITEM 11

                             EXECUTIVE COMPENSATION
                             ----------------------

         The   following   table  sets  forth  certain   information   regarding
compensation  paid by the Company  during each of the Company's last three years
to (I) the Company's  Chief  Executive  Officer,  and (II) each of the Company's
executive  officers who received salary and bonus payments in excess of $100,000
during the year ended  December  31,  1998  (collectively  the "Named  Executive
Officers"):

                           SUMMARY COMPENSATION TABLE
                           --------------------------
<TABLE>
<CAPTION>
                                                                                       LONG TERM COMPENSATION
                                                                           ----------------------------------------------
                                         ANNUAL COMPENSATION                             AWARDS         PAYOUTS
                                   --------------------------------------  ---------------------------- -------
                                                                                          SECURITIES
        NAMES AND                                                  OTHER    RESTRICTED     UNDERLYING      LTIP      ALL
        ---------                                                 ------   -----------    ----------       ----      ---
        PRINCIPAL                           SALARY       BONUS    ANNUAL         STOCK       OPTIONS     PAYOUT    OTHER
        ---------                           ------       -----    ------         -----       -------     ------    -----
        POSITIONS             YEAR             ($)         ($)     COMP.    AWARDS ($)       (#) (1)        ($)    COMP.
        ---------             ----             ---         ---     -----    ----------       -------        ---    -----
<S>                           <C>          <C>          <C>           <C>           <C>      <C>             <C>      <C>
ANDREW P. GARVIN              1998         264,171      50,000         --           --            --         --       --
PRESIDENT, CHIEF              1997         253,867      50,000         --           --            --         --       --
EXECUTIVE OFFICER             1996         251,256      12,500         --           --       350,000         --       --
AND DIRECTOR

VICTOR L. CISARIO             1998         118,333       8,500         --           --        60,000         --       --
VICE PRESIDENT,               1997         109,144       7,660         --           --         5,000         --       --
CHIEF FINANCIAL               1996          90,025       3,859         --           --         5,000         --       --
OFFICER, SECRETARY,
TREASURER (2)

STEPHAN B. SIGAUD             1998         133,958         200         --           --        50,000         --       --
VICE PRESIDENT -              1997         114,227      39,160         --           --            --         --       --
CLIENT SERVICES (2)           1996         100,000      21,571         --           --            --         --       --

KENNETH A. ASH                1998         143,750      83,647         --           --        60,000         --       --
VICE PRESIDENT -              1997         125,000      50,000         --           --            --         --       --
INTERNATIONAL STRATEGIC       1996         125,000      42,000         --           --            --         --       --
RESEARCH (2)

PETER J. FIORILLO             1998         142,500       9,000         --           --            --         --       --
EXECUTIVE VICE PRESIDENT,     1997         185,671      11,500         --           --            --         --       --
CHIEF FINANCIAL OFFICER,      1996         154,476      12,000         --           --       125,000         --       --
CHIEF INFORMATION
OFFICER, TREASURER
AND SECRETARY (3)
</TABLE>


------------------------
(1) Options to acquire Common Stock.
(2) Named  executive  officer of the  Company on October 5, 1998 
(3) Employment terminated on September 30, 1998.


                                       33


<PAGE>




                            OPTION GRANTS DURING 1998
                            -------------------------
         The  following  table  provides  information  related to stock  options
granted to the Named Executive Officers during 1998:

<TABLE>
<CAPTION>
                                                                                              POTENTIAL REALIZABLE
                                            INDIVIDUAL GRANTS                                        VALUE
                         -------------------------------------------------------------          AT ASSUMED ANNUAL
                            NUMBER OF      % OF TOTAL                                                  RATES
                          SECURITIES        OPTIONS                                              OF STOCK PRICE
                          UNDERLYING      GRANTED TO                                              APPRECIATION
                            OPTIONS        EMPLOYEES     EXERCISE OR                             FOR OPTION TERM (1)
                            GRANTED        IN FISCAL     BASE PRICE                        --------------------------------
 NAME                        (#) (2)          YEAR         ($/SHARE)       EXPIR. DATE      0%          5% ($)      10% ($)
----                        -------          ----         ---------       -----------      --          ------      -------
<S>                             <C>           <C>        <C>                 <C>          <C>        <C>         <C>
ANDREW P. GARVIN                 --            --             --                 --        --               --          -- 

VICTOR L. CISARIO            10,000           2.8%       1.21875             4/21/03       --         3,367.18    7,440.59

                             50,000          14.2%          0.75             10/5/03       --        10,360.56   22,894.13

STEPHAN B. SIGAUD            50,000          14.2%          0.75             10/5/03       --        10,360.56   22,894.13

KENNETH A. ASH                7,500           2.1%       1.21875             4/21/03       --         2,525.39    5,580.44
                                                                                                  
                              2,500           0.7%        1.0625             6/30/03       --           733.87    1,621.67
                                                                                                 
                             50,000          14.2%          0.75             10/5/03       --        10,360.56   22,894.13
 
PETER J. FIORILLO                --             --            --                  --       --               --          --
</TABLE>

------------------------
(1) The potential  realizable  value portion of the foregoing table  illustrates
    value that might be received upon exercise of the options  immediately prior
    to the expiration of their term, assuming the specified  compounded rates of
    appreciation  on the  Company's  Common  Stock over the term of the options.
    These  numbers  do not take  into  account  provisions  of  certain  options
    providing for termination of the option following termination of employment.

(2) Represent  number of shares of Common Stock  underlying  stock options.  The
    exercise  prices  equal the fair  market of the Common  Stock on the date of
    grant.





                                       34


<PAGE>




         AGGREGATED OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES
         ---------------------------------------------------------------


         The following table provides  information  related to options exercised
by each of the Named Executive  Officers during the year ended December 31, 1998
and the number and value of options  held at fiscal year end.  The Company  does
not have any outstanding stock appreciation rights.


<TABLE>
<CAPTION>
                                                                  NUMBER OF SECURITIES              VALUE OF UNEXERCISED
                                                             UNDERLYING UNEXERCISED OPTIONS              IN-THE-MONEY
                                                                 AT FISCAL YEAR END (#)                    OPTIONS
                                                                 ----------------------           AT FISCAL YEAR END ($)(1)
                                                                                                  -------------------------
                                 SHARES
                              ACQUIRED ON       VALUE
NAME                            EXERCISE       REALIZED      EXERCISABLE      UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
----                            --------       --------      -----------      -------------     -----------     -------------
                                   (#)            ($)
<S>                              <C>             <C>           <C>              <C>                 <C>             <C>
ANDREW P. GARVIN                   --             --           150,500          255,000             --              --

VICTOR L. CISARIO                  --             --            10,000           62,000             --              --

STEPHAN B. SIGAUD                  --             --            27,000           48,000             --              --

KENNETH A. ASH                     --             --             5,000           56,000             --              --

PETER J. FIORILLO                4,000           3,500             --              --               --              --
</TABLE>

-------------------------
(1) The closing sale price of the  Company's  Common Stock as reported by NASDAQ
    on  December  31,  1998 was $0.75.  Value is  calculated  on the  difference
    between  the  option  exercise  price  of  in-the-money  options  and  $0.75
    multiplied by the number of shares of Common Stock underlying the option.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Company did not have a Compensation  Committee during 1998.  Andrew
P.  Garvin,  the  President  and Chief  Executive  Officer and a director of the
Company during such period, participated in deliberations of the Company's Board
of  Directors   concerning  executive  officer   compensation.   There  were  no
interlocking  relationships  between the Company and other  entities  that might
affect the  determination of the  compensation of the executive  officers of the
Company.

EMPLOYMENT AND RELATED AGREEMENTS

         On January 1, 1996,  the Company  entered into an Employment  Agreement
with Andrew P. Garvin  commencing on January 1, 1996 and terminating on December
31, 2001 (the "Employment Agreement"). Such Employment Agreement was amended and
restated on December  12, 1996.  The  Employment  Agreement  provides for a base
salary of $250,000  which will be adjusted  each  January 1 for a cost of living
increase  based on the  Consumer  Price  Index for New York City for the  twelve
month period immediately  preceding such January 1 date. Mr. Garvin will also be
entitled to additional  increases in base salary as may be determined  from time
to time by the Board of Directors or any compensation committee appointed by the
Board of Directors.  Mr. Garvin  received a $12,500 signing bonus upon execution
of the Employment Agreement. In


                                       35
<PAGE>


addition,  Mr. Garvin will be entitled to receive  performance  bonuses equal to
10% per annum of the pre-tax  profits of the Company in excess of $1,000,000 for
each of the years ended December 31, 1996, 1997, 1998, 1999, 2000, and 2001. The
Employment  Agreement  limits the bonus to $250,000 in any year, and states that
Mr.  Garvin is  entitled  to  receive a cash bonus of $50,000 in each of January
1997 and January 1998.

         The Employment  Agreement  provides that (I) if Mr. Garvin  voluntarily
leaves the employ of the Company on account of the Company  being  acquired  and
its  principal  office being moved to a location  which is greater than 50 miles
from New York City; and (II) if Mr. Garvin  voluntarily leaves the employ of the
Company on account of a Change in Control,  then, in each such case, he shall be
entitled to receive the  compensation  described  in the  immediately  preceding
paragraph  for  the  balance  of the  term;  provided,  however,  that  if  such
termination  occurs at a time when there is less than one year left in the term,
the  compensation  shall  continue  for a period of two  years  from the date of
termination on the same basis that the employee received compensation during the
last year of the term. Change of control is defined in the Employment  Agreement
to include the acquisition by a party of 30% or more of the  outstanding  shares
of Common  Stock of the  Company or a change in the  majority  of the  Incumbent
Board of Directors (as defined in the Employment  Agreement).  In the event that
the Company terminates Mr. Garvin's  employment for cause, and a court of law or
other tribunal  ultimately  determines that such  termination was without cause,
then he shall be entitled to receive double the amount of compensation described
above  until the end of the term.  Mr.  Garvin has  agreed to a  non-competition
covenant for a period of two years after the term of the Employment Agreement.

         During October 1998, Mr. Garvin's  contract was amended to provide that
any time after 1999 Mr. Garvin may elect to voluntarily  leave the employ of the
Company and receive the balance of his  contract for the  remaining  term of his
employment  contract.  The term of the contract runs through 2001. Mr.  Garvin's
salary for 1999 is $266,592. Additionally,  concurrent with the amendment to his
contract,  Mr. Garvin  relinquished  75,000  options  previously  granted him in
connection with his employment contract. The vesting and pricing of said options
was contingent upon the Company meeting certain earnings levels over the life of
his  employment  contract.  To date  the  earnings  levels  were  not  met,  and
accordingly, the exercise price of those options had not yet been set.

         The Company has entered into a deferred compensation agreement with Mr.
Garvin,  which  provides  for a schedule of  payments  to him or his  designated
beneficiary(ies).  The agreement entered into in 1984 provides that in the event
during the  course of  employment  Mr.  Garvin (I) dies,  (II)  becomes  totally
disabled or (III)  elects to retire  after June 30, 1994 and prior to age 65, he
or, in the event of death, his designated  beneficiaries,  shall receive monthly
payments  ranging  from $1,250 to $1,800 for a period of ten years from the date
of death, disability or retirement. In the event Mr. Garvin retires at age 65 or
over,  Mr. Garvin shall receive  $4,750 per month for ten years from the date of
his retirement.

         The Company entered into an additional Deferred Compensation  Agreement
with Mr.  Garvin in 1990.  Pursuant  thereto,  in the event during the course of
employment Mr. Garvin (I) dies, (II) becomes totally disabled or (III) elects to
retire  after  July 25,  1992 and prior to age 65, he or, in the event of death,
his designated  beneficiary(ies),  shall receive monthly  payments  ranging from
$618.81 to $2,351. These payments are to continue for a period of ten years from
the date of death,  disability or retirement.  In the event he retires at age 65
or over,  Mr.  Garvin shall  receive  $2,475.24 per month for ten years from the
date of his retirement. The benefits under the two agreements are cumulative.


                                       36

<PAGE>

         Peter  J.  Fiorillo  resigned  as a  member  of  the  Board  and as the
Company's  Chief  Operating  Officer  and  Chief  Financial  Officer,  effective
September 30, 1998. In connection with his severance agreement, coupled with the
signing of a release and agreement not to compete dated October 5, 1998, and the
immediate return of his outstanding  options, Mr. Fiorillo will be receiving his
then  current  compensation,   including  benefits,  for  the  next  two  years.
Accordingly, the Company has accrued $475,000 for severance and related costs to
selling, general and administrative expenses at September 30, 1998.

         Severance  arrangements  for members of the Operating  Management Group
(i.e. Messrs. Sigaud,  Cisario, Ash and Carley) were agreed upon by the Board of
Directors on January 25, 1999.  The sense of the  discussion  was that severance
agreements  should be entered  into with each of the  members  of the  Operating
Management Group ("OMG")  providing for (a) a normal  severance  benefit of nine
(9) months,  which would be  increased  to one (1) year after the  employee  has
served as a member of the OMG for a continuous  period of two (2) years,  in the
event the employee's  services are terminated by the Company without cause,  and
(b) a severance benefit of one (1) year in the event the separation from service
is due to (I) a change-in-control, and (II) the employee suffers, within one (1)
year thereafter, either (A) a discontinuation of duties, or (B) an office change
of at least 50 miles, or (C) a reduction in  compensation,  or (D) a termination
of employment  other than for cause.  Severance  agreements are currently  being
prepared.

         Directors were not  compensated in cash for their services during 1998.
On January 25, 1999,  the Board of Directors  approved the payment of $1,500 per
meeting  for the  outside  members of the Board.  The Stock  Option  Plan of the
Company was amended in June 1995 to provide for the  automatic  grant to outside
directors of five-year  non-incentive options to purchase 2,500 shares of Common
Stock on the first business day of each new year beginning in 1996, the exercise
price being the fair market value on the date of the grant.





                                       37

<PAGE>

                                     ITEM 12

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following sets forth,  as of January 1, 1999,  certain  information
with respect to the beneficial  ownership of the Common Stock by (I) each person
known by the Company to be the beneficial owner of 5% or more of its outstanding
Common Stock, (II) each of the directors of the Company, (III) each of the Named
Executive Officers,  (IV) and by all current executive officers and directors as
a group.

<TABLE>
<CAPTION>
                NAME AND ADDRESS         NUMBER OF SHARES
                BENEFICIAL OWNER              OWNED(1)            PERCENT
                ----------------              --------            -------
     <S>                                       <C>                 <C>
     Andrew P. Garvin
     625 Avenue of the Americas
     New York, NY 10011 (2)                     1,176,754                  15.6%

     Amalia S.A.
     70, rue des Rosiers
     F-93585 Saint-Ouen, Cedex
     FRANCE  (3)                                3,075,085                  40.8%

     Brigitte de Gastines (4)                      20,000           Less than 1%

     Howard S. Breslow (4)(5)                      28,820           Less than 1%

     Frederick H. Fruitman (6)                     55,679           Less than 1%

     Jean-Louis Bodmer  (4)                        10,000           Less than 1%

     Kenneth A. Ash (7)                            86,000                   1.2%

     Victor L. Cisario (8)                         79,400                   1.1%

     Stephan B. Sigaud (9)                         75,000                   1.0%

     Furman Selz SBIC, L.P.
     230 Park Avenue
     New York, NY  10169 (10)                     900,000                  11.2%

     Peter J. Fiorillo                                                           
     236 East Granada Avenue                                
     Lindenhurst, NY 11757                         54,000           Less than 1%

     All Current Executive Officers 
     and Directors as a Group
      (10 persons) (11)                         1,586,653                  20.3%
</TABLE>


                                       38

<PAGE>

 (1) Unless otherwise  indicated  below,  all shares are shares of Common  Stock
     owned beneficially and of record.

 (2) Includes 405,500 shares issuable under outstanding options.

 (3) Includes the 422,222  shares  issuable under  outstanding  warrants held by
     SVP, S.A., the 2,158,100  shares of Common Stock owned by SVP, S.A. and the
     494,763  shares  of  Common  Stock  owned by SVP  International,  which are
     subsidiaries  of Amalia S.A.  Brigitte de Gastines owns in excess of 99% of
     the stock of Amalia S.A. In addition, Ms. de Gastines is President, General
     Manager  and  a  director  of  SVP,  S.A.,  and  General   Manager  of  SVP
     International.  The shares  owned by Amalia S.A. are not shown in the table
     as being owned by Ms. de Gastines.

 (4) Includes 10,000 shares issuable under outstanding options.

 (5) Includes  all of the  13,820  shares  of  Common  Stock  owned by record of
     Breslow & Walker, LLP, a law firm in which Mr. Breslow is a partner.

 (6) Includes 7,500 shares issuable under outstanding options.

 (7) Includes 61,000 shares issuable under outstanding options.

 (8) Includes 72,000 shares issuable under outstanding options.

 (9) Includes 75,000 shares issuable under outstanding options.

(10) Includes all of the 900,000 shares issuable under outstanding Warrants.

(11) Includes 752,500 shares issuable under outstanding options.



                                       39

<PAGE>




                                     ITEM 13

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since  1971,  the  Company  has been a licensee  of SVP  International.
Pursuant  to  this  license  agreement,   the  Company  pays  royalties  to  SVP
International  for  the  use  of the  SVP  name  and  participation  in the  SVP
International network. For a description of the relationship of Ms. de Gastines,
Mr.  Bodmer and Mr.  Cachart to SVP  International  see "Item 10.  Directors and
Executive  Officers  of the  Registrant."  The accrued  royalties  payable as of
December 31, 1998 to SVP International were approximately $142,000.

         On January 15, 1998,  the Company  entered into an agreement  with SVP,
S.A., an affiliate of SVP  International,  pursuant to which SVP, S.A. purchased
800,000  shares  of  Common  Stock  at  $1.25  per  share  for an  aggregate  of
$1,000,000.  The  transaction  was  completed in two parts.  The Company  issued
600,000  shares of Common Stock and a $250,000  Convertible  Note in January 15,
1998,  pending the availability of shares for issuance.  The Note converted into
200,000  shares of Common Stock on February 20, 1998,  when those shares  became
available  for  issuance.  With  this  transaction,  SVP  International  and its
affiliates own  approximately  37% of then  outstanding  shares of Common Stock,
excluding outstanding warrants.

         Howard S. Breslow, a director of the Company,  is a member of Breslow &
Walker, LLP, general counsel to the Company.  During 1998, Breslow & Walker, LLP
received legal fees of $130,342.







                                       40

<PAGE>



                                     PART IV

                                     ITEM 14

                    EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                             AND REPORTS ON FORM 8-K

(a)      (1)      FINANCIAL STATEMENTS

                  The following  Financial  Statements are filed as part of this
                  10-K:

                  Independent Auditors' Report.

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

                  Consolidated  Statements  of  Operations  for the years  ended
                  December 1998, 1997 and 1996.

                  Consolidated  Statements of Shareholders' Equity for the years
                  ended December 31, 1998, 1997 and 1996.

                  Consolidated  Statements  of Cash  Flows for the  years  ended
                  December 31, 1998, 1997 and 1996.

                  Notes to Consolidated Financial Statements.

         (2)      SCHEDULE
     
                  The following Financial Statement schedule is filed as part of
                  this 10-K:

                  Schedule II - Valuation and Qualifying Accounts

                  Other Financial  Statement  schedules are omitted because they
                  are not  applicable  or because  the  information  required is
                  provided in the  Consolidated  Financial  Statements  or Notes
                  thereto included herein.

         (3)      EXHIBITS

                  Exhibit
                  Number                    Document
                  -------                   --------

                  3(a)        Copy of restated  Certificate of  Incorporation as
                              amended(1), and amendment thereto.

                   (b)        Copy of By-Laws, as amended.(3)

                  4(a)        Copy of specimen of Common Stock Certificate.(1)



                                       41


<PAGE>

                  10(a)       Copy of License Agreement, dated October 11, 1971,
                              between   the   Company   and  SVP   International
                              (formerly  SVP Conseil) and an amendment  thereto,
                              dated March 23, 1981.(1)

                   (b)        Copy of 1986 Stock Option Plan.(1)

                   (c)        Copy   of   Deferred   Compensation   and   Salary
                              Continuation  Agreement,   dated  June  30,  1984,
                              between the Company and Andrew P. Garvin .(1)

                   (d)        Copy  of the  lease  related  to  premises  at 625
                              Avenue of the  Americas,  NY, NY.(2) and amendment
                              related thereto.(6)

                   (e)        Copy of Target Benefit Plan of the Company.(4)

                   (f)        Copy   of   Deferred   Compensation   and   Salary
                              Continuation  Agreement,   dated  July  25,  1990,
                              between the Company and Andrew P. Garvin. (5)

                   (g)        Copy of Lease  dated  July  19,  1994  related  to
                              premises  on  3rd  floor  at  641  Avenue  of  the
                              Americas, NY, N.Y. (8)

                   (h)        Copy of lease  dated  March 15,  1995  related  to
                              premises  on  4th  floor  at  641  Avenue  of  the
                              Americas, NY, N.Y. (8)

                   (i)        Copy of Commercial  Revolving  Loan, Term Loan and
                              Security  Agreement  dated April 27, 1995  between
                              State  Street  Bank  and  Trust  Company  and  the
                              Company. (9)

                   (j)        Copy of  401(k)  and  Profit  Sharing  Plan of the
                              Company.(10)

                   (k)        Copy of Employment Agreement, amended and restated
                              as of December 12,  1996,  between the Company and
                              Andrew P. Garvin.(13)

                   (l)        Copy of the Note and  Warrant  Purchase  Agreement
                              with Furman  Selz SBIC,  L.P.,  dated  October 31,
                              1996. (12)




                                       42

<PAGE>

                    (m)       Copy of the Note and  Warrant  Purchase  Agreement
                              with SVP, S.A. dated November 30, 1996. (13)

                    (n)       FIND/SVP, Inc. 1996 Stock Option Plan. (14)

                    (o)       Copy of ETRG Sale Agreement. (15)

                    (p)       Copy of Commercial  Revolving Loan,  dated October
                              22, 1997, between the Bank and the Company. (15)

                    (q)       Copy  of  Second  Modification  Agreement,  as  of
                              September  30,  1997,  between  the  Bank  and the
                              Company. (15)

                    (r)       January 20,  1998  Agreement  between  Asset Value
                              Fund and the Company. (16)

                    (s)       Copy of the  Third  Modification  Agreement  as of
                              December  31,  1997,  between  the  Bank  and  the
                              Company. (16)

                    (t)       Copy  of  Fourth  Modification  Agreement,  as  of
                              January  15,  1998,   between  the  Bank  and  the
                              Company. (16)

                    (u)       Copy of the  Fifth  Modification  Agreement  as of
                              March 27, 1998  between the Bank and the  Company.
                              (17)

                    (v)       Copy of the  Sixth  Modification  Agreement  as of
                              April 3, 1998  between  the Bank and the  Company.
                              (17)

                    (w)       Copy of the Sale Agreement for FIND/SVP  Published
                              Products, Inc.'s assets (18)

                    (x)       Copy of the Stock Purchase  Agreement between SVP,
                              S.A. and the Company dated January 15, 1998.

                    (y)       Copy of Peter J. Fiorillo's Severance Agreement.


21 List of Subsidiaries. (11)

23 Independent Auditors' Consent.

27 Financial Data Schedule.


                                       43

<PAGE>

                     (1)       Incorporated   by  reference  to  the   Company's
                               Registration  Statement  on Form S-18  (Reg.  No.
                               33-8634-NY)   which  became  effective  with  the
                               Securities and Exchange Commission on October 31,
                               1986.

                     (2)       Incorporated  by reference to the Company's  Form
                               8-K  filed  with  the   Securities  and  Exchange
                               Commission on February 2, 1987.

                     (3)       Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1987.

                     (4)       Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1989.

                     (5)       Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1990.

                     (6)       Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1992.

                     (7)       Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1993.

                     (8)       Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1994.

                     (9)       Incorporated  by reference to the Company's  Form
                               10-Q filed for the Quarter ended March 31, 1995.

                     (10)      Incorporated  by reference to the Company's  Form
                               S-8 filed on March 29, 1996.

                     (11)      Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1995.

                     (12)      Incorporated  by reference to the Company's  Form
                               8-K,  filed on November 13, 1996,  and amended by
                               Form 8-K/A No. 1 on November 21, 1996.

                     (13)      Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1996.

                     (14)      Incorporated  by reference to the Company's  Form
                               S-8, filed on February 27, 1997.

                     (15)      Incorporated  by reference to the Company's  Form
                               10-Q,  filed for the quarter ended  September 30,
                               1997.


                                       44


<PAGE>

                     (16)      Incorporated  by reference to the Company's  Form
                               10-K filed for the year ended December 31, 1997.

                     (17)      Incorporated  by reference to the Company's  Form
                               10-Q filed for the quarter ended March 31, 1998.

                     (18)      Incorporated  by reference to the Company's  Form
                               8-K, filed on July 17, 1998.

                      (b)      REPORTS ON FORM 8-K
                               No  reports  on  Form 8-K were  filed in the last
                               quarter of the period covered by this Form 10-K.




                                       45

<PAGE>

                                   SIGNATURES
                                   ----------

               Pursuant  to the  requirements  of  Section  13 or  15(d)  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.

                                                    FIND/SVP, INC.

Date:      March 30, 1999        BY:      /S/ ANDREW P. GARVIN
                                          --------------------
                                         Andrew P. Garvin, President and
                                          Chief Executive Officer
                                         (Principal Executive Officer)

Date:      March 30, 1999        BY:     /S/ VICTOR L. CISARIO
                                         ---------------------
                                         Victor L. Cisario, Vice President and
                                         Chief Financial Officer
                                         (Principal Financial Officer
                                         and Principal Accounting Officer)

         Pursuant to the requirement(s) of the Securities  Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


Date:          March 30, 1999             /S/ ANDREW P. GARVIN     
                                          --------------------------------------
                                          Andrew P. Garvin, Director

Date:          March 30, 1999            
                                          ---------------------------
                                          Brigitte de Gastines, Director

Date:          March 30, 1999                                           
                                          --------------------------------------
                                          Howard S. Breslow, Director


Date:          March 30, 1999              /S/ FREDERICK H. FRUITMAN
                                          -----------------------------------
                                          Frederick H. Fruitman, Director


Date:          March 30, 1999             /S/ ERIC CACHART                 
                                          --------------------------------------
                                          Eric Cachart, Director


Date:          March 30, 1999             /S/ JEAN-LOUIS BODMER
                                          --------------------------------------
                                          Jean-Louis Bodmer, Director


                                       46


<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES

                 Consolidated Financial Statements and Schedule

                           December 31, 1998 and 1997

                   (With Independent Auditors' Report Thereon)


<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES

             Index to Consolidated Financial Statements and Schedule


                                                                           Page
                                                                           ----

Independent Auditors' Report                                               F-2

Consolidated Balance Sheets as of
    December 31, 1998 and 1997                                             F-3

Consolidated Statements of Operations
    for the years ended December 31, 1998, 1997 and 1996                   F-4

Consolidated Statements of Shareholders' Equity
    for the years ended December 31, 1998, 1997 and 1996                   F-5

Consolidated Statements of Cash Flows
    for the years ended December 31, 1998, 1997 and 1996                   F-6

Notes to Consolidated Financial Statements                                 F-7

Schedule:
    Schedule II - Valuation and Qualifying Accounts                        F-31








                                      F-1

<PAGE>



                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
FIND/SVP, Inc.:

We have audited the accompanying consolidated financial statements of FIND/SVP,
Inc. and subsidiaries as listed in the accompanying index. In connection with
our audits of the consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of FIND/SVP, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.

                                                                  /S/ KPMG LLP
                                                                  KPMG LLP


New York, New York
February 22, 1999


                                      F-2

<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Consolidated Balance SheetsDecember 31, 1998 and 1997

<TABLE>
<CAPTION>
                                    ASSETS                                                      1998                1997
                                                                                                ----                ----
<S>                                                                                     <C>                   <C>
Current assets:
    Cash                                                                                $     2,307,000          139,000
    Accounts receivable, less allowance for doubtful accounts of
       $104,000 in 1998 and $118,000 in 1997                                                  2,188,000        3,394,000
    Note receivable (note 13)                                                                   200,000           62,000
    Prepaid and refundable income taxes                                                               -          299,000
    Deferred tax assets (note 7)                                                                322,000          286,000
    Prepaid expenses and other current assets                                                   466,000          328,000
    Assets held for sale (note 12)                                                                    -        1,558,000
                                                                                         --------------    -------------
                  Total current assets                                                        5,483,000        6,066,000
Equipment and leasehold improvements, at cost, less
    accumulated depreciation and amortization (note 2)                                        4,250,000        4,546,000
Other assets:
    Deferred charges                                                                            165,000          245,000
    Goodwill, net                                                                               106,000          117,000
    Note receivable (note 13)                                                                   413,000           63,000
    Cash surrender value of life insurance                                                      569,000          479,000
    Deferred tax assets (note 7)                                                                440,000          681,000
    Deferred financing fees, net                                                                101,000          141,000
    Security deposits                                                                           142,000          143,000
    Prepaid rent receivable, net (note 3)                                                        35,000                -
                                                                                         --------------    -------------
                                                                                         $   11,704,000       12,481,000
                                                                                         ==============    =============
                  LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Notes payable, current installments (note 4)                                                500,000        1,749,000
    Trade accounts payable                                                                      497,000        1,305,000
    Income taxes payable                                                                         25,000                -
    Accrued expenses (notes 6, 10, 13 and 14)                                                 1,694,000        1,872,000
    Accrued interest, current installments (note 4)                                             198,000          124,000
                                                                                         --------------    -------------
                  Total current liabilities                                                   2,914,000        5,050,000
                                                                                         --------------    -------------
Unearned retainer income                                                                      1,917,000        2,023,000
Notes payable, net, excluding current installments (note 4)                                   3,307,000        3,801,000
Accrued expenses (note 10)                                                                      169,000                -
Accrued interest, excluding current installments (note 4)                                       216,000          104,000
Accrued rent payable (note 3)                                                                         -          112,000
Deferred compensation (note 8(b))                                                               193,000          173,000
Shareholders' equity (note 5):
    Preferred stock, $.0001 par value.  Authorized 2,000,000 shares;
       none issued and outstanding                                                                    -                -
    Common stock, $.0001 par value.  Authorized 20,000,000 shares;
       issued and outstanding 7,114,169 shares in 1998;
       issued and outstanding 6,575,669 shares in 1997                                            1,000            1,000
    Capital in excess of par value                                                            4,886,000        3,872,000
    Accumulated deficit                                                                      (1,899,000)      (2,655,000)
                                                                                         ---------------   --------------
                  Total shareholders' equity                                                  2,988,000        1,218,000
Commitments and contingencies (notes 3 through 6, 8, and 11)                                                            
                                                                                         --------------    -------------
                                                                                         $   11,704,000       12,481,000
                                                                                         ==============    =============
</TABLE>
See accompanying notes to consolidated financial statements.


                                      F-3

<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations
                  Years ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                                                     1998             1997                1996
                                                                     ----             ----                ----
<S>                                                              <C>               <C>                  <C> 
Revenues                                                         $  28,175,000        32,027,000        30,525,000
                                                                 -------------     -------------        ----------
Operating expenses:
    Direct costs                                                    14,263,000        18,402,000        17,349,000
    Selling, general and administrative
       expenses (notes 3, 6 and 8)                                  12,262,000        15,059,000        13,198,000
    Impairment loss (note 12)                                                -         1,047,000                 - 
    Asset disposal (note 13)                                                 -           500,000                 - 
    Restructuring charge (note 14)                                     321,000           155,000           802,000 
                                                                 --------------    -------------   ----------------
                  Operating income (loss)                            1,329,000        (3,136,000)         (824,000)
Interest income                                                         85,000            13,000            19,000
Other Income (notes 11 and 13)                                         364,000                 -                 - 
Gain (loss) on sale of net assets (note 13)                             20,000           (28,000)          (73,000)
Loss on sale of marketable investment
    securities                                                               -                 -            (8,000)
Interest expense (note 4)                                             (522,000)         (597,000)         (320,000)
Other expense (notes 11 and 13)                                       (315,000)               -                 - 
                                                                 --------------    -------------   ---------------
                  Income (loss) before provision
                     (benefit) for income taxes                        961,000        (3,748,000)       (1,206,000)
Provision (benefit) for income taxes (note 7)                          205,000          (896,000)         (487,000)
                                                                 -------------     -------------   ----------------
                  Net income (loss)                              $     756,000        (2,852,000)         (719,000)
                                                                 =============     =============   ================

Earnings (loss) per common and common
   stock equivalent share:
       Basic                                                     $     .11             (.43)              (.11)
                                                                       ===             =====              =====
       Diluted                                                   $     .11             (.43)              (.11)
                                                                       ===             =====              =====

Weighted average number of common and 
  common stock equivalent shares
     outstanding:
       Basic                                                      7,094,273          6,592,773        6,433,966
                                                                  =========          =========        =========
       Diluted                                                    7,100,070          6,592,773        6,433,966
                                                                  =========          =========        =========
</TABLE>


                                      F-4

See accompanying notes to consolidated financial statements.


<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES

                 Consolidated Statements of Shareholders' Equity
                  Years ended December 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>
                                                                                                                          
                                                        Preferred stock              Common stock           Capital in     
                                                         Comprehensive           --------------------       excess of      
                                                     Shares        Amount        Shares         Amount      par value      
                                                     ------        ------        ------         ------      ---------      
<S>                                                    <C>       <C>            <C>            <C>            <C>          
Balance at December 31, 1995                             -     $      -         6,210,848     $   1,000       3,743,000    

Comprehensive income:

Net loss                                                 -            -                 -             -               -    
Change in market value of available-
    for-sale securities                                  -            -                 -             -               -    
                                                                                                                           
Total comprehensive income                                                                                                 
Exercise of stock options and warrants                   -            -           315,396             -          53,000    
Common stock issued for services                         -            -            21,940             -          40,000    
Sale of warrants in connection with
    Series A Senior Subordinated Notes                   -            -                 -             -          25,000    
                                                 ---------     --------        ----------     ---------      ----------    
Balance at December 31, 1996                             -            -         6,548,184         1,000       3,861,000    
Net loss                                                 -            -                 -             -               -    
Purchase of treasury stock                               -            -                 -             -               -    
Exercise of stock options and warrants                   -            -            74,985             -          57,000    
Retirement of treasury shares                            -            -           (72,500)            -         (88,000)  
Common stock issued for services                         -            -            25,000             -          37,000    
Sale of warrants in connection with
    Series A Senior Subordinated Notes                   -            -                 -             -           5,000    
                                                 ---------     --------        ----------     ---------      ----------    
Balance at December 31, 1997                             -            -         6,575,669         1,000       3,872,000    
Net income                                               -            -                 -             -               -    
Purchase of treasury stock with
    insurance proceeds (note 11)                         -            -                 -             -               -    
Exercise of stock options and warrants                   -            -            12,900             -          14,000    

Retirement of treasury shares                            -            -           (74,400)            -               -     

Common stock issued                                      -            -           600,000             -       1,000,000   
                                                 ---------     --------        ----------     ---------      ----------    
Balance at December 31, 1998                             -       $    -         7,114,169     $   1,000       4,886,000    
                                                 =========     ========        ==========     =========      ==========    
</TABLE>

See accompanying notes to consolidated financial statements.






                         FIND/SVP, INC. AND SUBSIDIARIES

                 Consolidated Statements of Shareholders' Equity
                  Years ended December 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>
                                                                 
                                                     Accumulated         Treasury Stock       Accumulated Other      Total
                                                      earnings       ----------------------     Comprehensive     shareholders'
                                                      (deficit)      Shares          Amount          Income           equity
                                                      ---------      ------          ------          ------           ------
<S>                                                  <C>                <C>            <C>          <C>              <C>
Balance at December 31, 1995                           916,000              -                -      (1,000)             4,659,000

Comprehensive income:

Net loss                                              (719,000)             -                -           -               (719,000)
Change in market value of available-
    for-sale securities                                      -              -                -       1,000                  1,000
                                                                                                                     ------------
Total comprehensive income                                                                                               (718,000)
Exercise of stock options and warrants                       -              -                -           -                 53,000
Common stock issued for services                             -              -                -           -                 40,000
Sale of warrants in connection with
    Series A Senior Subordinated Notes                       -              -                -           -                 25,000
                                                   -----------     ----------      -----------   ---------           ------------
Balance at December 31, 1996                           197,000              -                -           -              4,059,000
Net loss                                            (2,852,000)             -                -           -             (2,852,000)
Purchase of treasury stock                                   -         72,500          (88,000)          -                (88,000)
Exercise of stock options and warrants                       -              -                -           -                 57,000
Retirement of treasury shares                                -        (72,500)          88,000           -                      - 
Common stock issued for services                             -              -                -           -                 37,000
Sale of warrants in connection with
    Series A Senior Subordinated Notes                       -              -                -           -                  5,000
                                                   -----------     ----------      -----------   ---------           ------------
Balance at December 31, 1997                        (2,655,000)             -                -           -              1,218,000
Net income                                             756,000              -                -           -                756,000
Purchase of treasury stock with
    insurance proceeds (note 11)                             -       (274,400)
Exercise of stock options and warrants                       -              -                -           -                 14,000

Retirement of treasury shares                                -         74,400                -           -                      - 

Common stock issued                                          -        200,000                -           -              1,000,000
                                                   -----------     ----------      -----------   ---------           ------------
Balance at December 31, 1998                       $(1,899,000)             -          $     -      $    -           $  2,988,000
                                                   ===========     ==========      ===========   =========           ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                  Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                           1998           1997             1996

Cash flows from operating activities:
<S>                                                                    <C>             <C>               <C>    
    Net income (loss)                                                  $   756,000     (2,852,000)       (719,000)
                                                                       -----------     ----------       ---------
    Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
          Depreciation and amortization                                  1,098,000      1,147,000         974,000
          Amortization of discount on notes payable                          6,000          5,000           1,000
          Amortization of deferred financing fees                           40,000         39,000          15,000
          Non-cash portion of impairment loss                                   -       1,047,000              - 
          Non-cash portion of asset disposal                                    -         408,000              - 
          Non-cash portion of restructuring charge                              -              -          610,000
          Provision for losses on accounts receivable                      164,000        254,000         287,000
          Loss on sale of marketable investment
               securities                                                       -              -            8,000
          (Gain) loss on sale of net assets                                (20,000)        28,000          73,000
          Common stock issued for services                                      -              -           40,000
          Increase in deferred compensation                                 20,000         21,000          25,000
          Decrease in accrued rent receivable/payable                     (147,000)       (85,000)        (71,000)
          Increase in cash surrender value of life insurance              (132,000)       (55,000)       (110,000)
          (Decrease) increase in deferred income taxes                     205,000       (668,000)       (107,000)
          Decrease in assets held for sale                                  99,000             -               - 
          Changes in assets and liabilities, net of non-cash effect 
              of asset sale:
              Decrease (increase) in accounts receivable                 1,042,000       (799,000)       (180,000)
              Decrease (increase) in prepaid and refundable
                 income taxes                                              299,000        250,000        (543,000)
              Decrease (increase) in inventory                                  -         413,000        (585,000)
              (Increase) decrease in prepaid expenses, deferred
                 charges and security deposits                            (231,000)        75,000        (437,000)
              (Decrease) increase in accounts payable
                 and accrued expenses                                   (1,138,000)       305,000         590,000
              Increase in income taxes payable                              25,000             -               - 
              Increase in accrued interest payable                         186,000        170,000          34,000
              (Decrease) increase in unearned retainer income             (106,000)       533,000         553,000
                                                                      ------------   ------------   -------------
                 Total adjustments                                       1,410,000      3,088,000       1,177,000
                                                                      ------------   ------------   -------------
                 Net cash provided by operating activities               2,166,000        236,000         458,000
                                                                      ------------   ------------   -------------
Cash flows from investing activities:

    Capital expenditures                                                  (618,000)    (1,939,000)     (1,509,000)
    Surrender of life insurance                                             42,000             -               - 
    Repayment of notes receivable                                           63,000         50,000              - 
    Proceeds from sale of net assets                                     1,250,000             -            3,000
    Proceeds from sale of marketable investment securities                      -              -          168,000
                                                                      ------------    -----------      ----------
                 Net cash provided by (used in) investing activities       737,000     (1,889,000)     (1,338,000)
                                                                      ------------    -----------      ----------
Cash flows from financing activities:
    Principal borrowings under notes payable                                    -       1,719,000       2,975,000
    Principal payments under notes payable                              (1,749,000)      (516,000)     (1,956,000)
    Proceeds from issuance of convertible note-related party               250,000             -               - 
    Proceeds from exercise of stock options                                 14,000         57,000          53,000
    Proceeds from sale of warrants in connection with Series A
       Senior Subordinated Notes                                                -           5,000          25,000
    Proceeds from issuance of common stock                                 750,000             -               - 
    Payments to acquire treasury stock                                    (206,000)       (88,000)             - 
    Proceeds from insurance company, net of expenses                       206,000             -               - 
    Increase in deferred financing fees                                         -         (19,000)       (105,000)
                                                                      ------------    -----------      ----------
                 Net cash (used in) provided by financing activities      (735,000)     1,158,000         992,000
                                                                      ------------    -----------      ----------
                 Net increase (decrease) in cash                         2,168,000       (495,000)        112,000
Cash at beginning of year                                                  139,000        634,000         522,000
                                                                      ------------    -----------      ----------
Cash at end of year                                                   $  2,307,000        139,000         634,000
                                                                      ============    ===========      ==========


</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-6

<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1998, 1997 and 1996

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (A)      ORGANIZATION AND BASIS OF PRESENTATION

              Find/SVP, Inc. provides a broad consulting, advisory and business
              intelligence service to executives and other decision-making
              employees of client companies, primarily in the United States. The
              Company currently operates primarily in one business segment,
              providing consulting and business advisory services including: the
              Quick Consulting and Research Service ("QCS") which provides
              retainer clients with access to the expertise of the Company's
              staff and information resources; and the Strategic Consulting and
              Research Group ("SCRG") which provides more extensive, in-depth
              custom market research and competetive intelligence information,
              as well as customer satisfaction and loyalty programs. Prior to
              the third quarter of 1998, the Company had one additional
              significant operating segment, Published Research Products. The
              Company considers its QCS and SCRG service businesses, which
              operate as "consulting and business advisory" businesses, to be
              its core competencies.

              As such, during July 1998, the Company completed the sale of
              substantially all of the assets of its FIND/SVP Published
              Products, Inc. subsidiary ("Published Research") (see note 13). In
              consideration of the sale the Company received $1,250,000 in cash
              ($250,000 was received on June 29, 1998 and $1,000,000 was
              received on July 2, 1998), a promissory note bearing interest at
              8% per annum in the principal amount of $550,000 and the purchaser
              assumed certain liabilities in the amount of $85,000. The Company
              recorded a gain of $20,000 from this transaction. During 1997, the
              Company recorded an impairment loss related to the aforementioned
              assets of $1,047,000 (see note 12). Additionally, during the
              fourth quarter of 1997, the Company sold the assets of its
              Emerging Technologies Research Group ("ETRG"), a division of
              Published Research (see note 13). In consideration of the sale,
              the Company received a two year $125,000 note bearing interest at
              10%. The Company recorded a $28,000 loss related to this sale. The
              revenues derived from the assets sold accounted for 9%, 19% and
              20% of the Company's total revenues during 1998, 1997 and 1996,
              respectively.

       (B)    PRINCIPLES OF CONSOLIDATION

              The consolidated financial statements include the accounts of
              FIND/SVP, Inc. and its wholly owned subsidiaries (the "Company").
              All significant intercompany balances and transactions have been
              eliminated in consolidation.

       (C)    INVENTORIES

              Inventories comprise costs of studies, printing and other
              publication costs of research reports held for sale. They are
              valued at the lower of amortized cost or market. The cost of
              reports is amortized over periods not exceeding eighteen months
              using the straight-line method beginning with the date of
              publication. As of December 31, 1997, inventories of $1,410,000
              were included in assets held for sale (see note 12).

                                      F-7

<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

        (D)   EQUIPMENT AND LEASEHOLD IMPROVEMENTS

              Equipment and leasehold improvements are stated at cost.

              Depreciation of equipment is computed by the straight-line method
              over the estimated useful lives of the assets, which are five
              years for electronic equipment and ten years for the Company's
              proprietary management information system. Computer software is
              depreciated over five years in general. Leasehold improvements are
              amortized by the straight-line method over the shorter of the term
              of the lease or the estimated life of the asset.

       (E)    DEFERRED CHARGES AND GOODWILL

              Deferred charges primarily comprise the cost of acquired library
              information files and electronic databases, which are amortized to
              expense over the estimated period of benefit of three years using
              the straight-line method and certain costs, offset by cash
              advances relating to multi-client studies. Revenues and expenses
              of multi-client studies are recognized when the studies are
              published.

              Goodwill arising from various acquisitions represents excess
              purchase price over fair market value and is being amortized on a
              straight-line basis over 15 to 40 years.

       (F)    DEFERRED FINANCING FEES

              The deferred financing fees balances primarily relates to costs
              incurred with respect to the issuance of the Senior Subordinated
              Notes ("Senior Notes") (see note 4). Deferred financing fees are
              being amortized on a straight-line basis over the life of the
              Senior Notes which are due in 2001 and 2002. The related
              amortization is included in interest expense.

       (G)    INCOME TAXES

              Income taxes are accounted for under the asset and liability
              method. Deferred tax assets and liabilities are recognized for the
              future tax consequences attributable to differences between the
              financial statement carrying amounts of existing assets and
              liabilities and their respective tax bases and operating losses
              and tax credit carryforwards. Deferred tax assets and liabilities
              are measured using enacted tax rates expected to apply to taxable
              income in the years in which those temporary differences are
              expected to be recovered or settled. The effect on deferred tax
              assets and liabilities of a change in tax rates is recognized in
              income in the period that includes the enactment date.



                                      F-8



<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

        (H)   EARNINGS (LOSS) PER SHARE

              The Company calculates earnings per share in accordance with
              Statement of Financial Accounting Standards No. 128, "Earnings Per
              Share". Basic earnings (loss) per share excludes dilution and is
              computed by dividing net income or loss attributable to common
              stockholders by the weighted-average number of common shares
              outstanding for the period. During 1998, 1997 and 1996 there were
              7,094,273, 6,592,773 and 6,433,966, respectively, weighted-average
              common shares outstanding. Diluted earnings per share reflects the
              potential dilution that could occur if securities or other
              contracts to issue common stock were exercised or converted into
              common stock or resulted in the issuance of common stock that then
              shared in the earnings of the entity. During 1998, there were
              7,100,070 diluted weighted-average common and common equivalent
              shares outstanding. For 1997 and 1996, diluted earnings per share
              is the same as basic as all common share equivalents were
              antidilutive as the Company had a net loss for those periods.

              Common share equivalents that could potentially dilute basic
              earnings (loss) per share in the future and that were not included
              in the computation of diluted earnings (loss) per share because
              they were antidilutive were 2,530,225, 2,723,077 and 1,560,914 at
              December 31, 1998, 1997 and 1996, respectively (see note 5).

        (I)   REVENUE RECOGNITION

              Revenues from annual retainer fees are recognized ratably over the
              contractual period. Other revenues are recognized as earned.
              Revenues include certain out-of-pocket and other expenses billed
              to clients which aggregated approximately $2,875,000, $3,191,000
              and $3,376,000 in 1998, 1997 and 1996, respectively.


                                      F-9


<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

       (J)    MARKETABLE INVESTMENT SECURITIES

              The Company classifies its debt and marketable equity securities
              in one of three categories: trading, available-for-sale, or
              held-to-maturity. Trading securities are bought and held
              principally for the purpose of selling them in the near term.
              Held-to-maturity securities are those securities in which the
              Company has the ability and intent to hold the security until
              maturity. All other securities not included in trading or
              held-to-maturity are classified as available-for-sale. There were
              no marketable investment securities held as of December 31, 1998
              and 1997.

              Trading and available-for-sale securities are recorded at fair
              value. Unrealized holding gains and losses, net of the related tax
              effect, on available-for-sale securities are excluded from
              earnings and are reported as a separate component of shareholders'
              equity until realized. Realized gains and losses from the sale of
              available-for-sale securities are included in earnings and are
              derived using the specific identification method for determining
              the cost of securities sold. Transfers of securities between
              categories are recorded at fair value at the date of transfer.

              A decline in the market value of any available-for-sale security
              below cost that is deemed other than temporary is charged to
              earnings and results in the establishment of a new cost basis for
              the security. Dividend and interest income is recognized when
              earned.

              During 1996, proceeds from the sale of marketable investment
              securities available for sale were $168,000, and gross realized
              losses included in income in 1996 were $8,000. The net change in
              market value of securities available-for-sale for 1996 resulted in
              a $1,000 unrealized gain, which was recorded as a separate
              component of comprehensive income.

        (K)   FAIR VALUE OF FINANCIAL INSTRUMENTS

              The following methods and assumptions were used in estimating the
              fair value of financial instruments:

              The carrying values reported in the balance sheets for cash,
              accounts receivable, prepaid expenses and other current assets,
              accounts payable and accrued expenses approximates fair values
              because of their short maturities.

              The fair value of notes payable, which approximates its carrying
              value, is estimated based on the current rates offered to the
              Company for debt of the same remaining maturities.


                                      F-10

<PAGE>





                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

        (L)   IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED 
              ASSETS TO BE DISPOSED OF

              The Company reviews long-lived assets and certain identifiable
              intangibles for impairment whenever events or changes in
              circumstances indicate that the carrying amount of an asset may
              not be recoverable. Recoverability of assets to be held and used
              is measured by a comparison of the carrying amount of an asset to
              undiscounted future net cash flows expected to be generated by the
              asset. If such assets are considered to be impaired, the
              impairment to be recognized is measured by the amount by which the
              carrying amount of the assets exceed the fair value of the assets.
              Assets to be disposed of are reported at the lower of the carrying
              amount or fair value less costs to sell. The Company recorded an
              impairment loss in 1997 for certain long-lived assets to be
              disposed of (see note 12 "Impairment Loss").

        (M)   DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

              In June 1998, Statement of Financial Accounting Standards ("SFAS")
              No. 133, "Accounting for Derivative Instruments and Hedging
              Activities", was issued. SFAS No. 133 established accounting and
              reporting standards for derivative instruments and for hedging
              activities. SFAS No. 133 requires that an entity recognize all
              derivatives as either assets or liabilities and measure those
              instruments at fair value. SFAS No. 133 is effective for all
              fiscal quarters of fiscal years beginning after June 15, 1999.
              SFAS No. 133 can not be applied retroactively to financial
              statements of prior periods. At the current time the Company does
              not utilize derivative instruments, and accordingly it is
              anticipated that the adoption of SFAS No. 133 will not have a
              material impact on the Company's consolidated financial position
              and results of operations.

        (N)   USE OF ESTIMATES

              Management of the Company has made a number of estimates and
              assumptions relating to the reporting of assets and liabilities
              and the disclosure of contingent assets and liabilities and the
              reported amounts of revenue and expenses to prepare these
              consolidated financial statements in conformity with generally
              accepted accounting principles. Actual results could differ from
              those estimates.

        (O)   RECLASSIFICATIONS

              Certain prior year balances have been reclassified to conform with
              current year presentation.


                                      F-11
<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(2)    EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

              At December 31, 1998 and 1997, equipment and leasehold
              improvements consist of the following:
<TABLE>
<CAPTION>
  
                                                                                     1998            1997
<S>                                                                                  <C>             <C>    

            Furniture, fixtures and equipment, including
              computer software                                                    $8,171,000       7,569,000
           Leasehold improvements                                                   1,551,000       1,535,000
                                                                                 ------------    ------------
                                                                                    9,722,000       9,104,000
           Less: accumulated depreciation and amortization                          5,472,000       4,558,000
                                                                                  -----------    ------------
                                                                                   $4,250,000       4,546,000
                                                                                 ============    ============
</TABLE>

(3)    LEASES

       In December 1986, the Company entered into an operating lease agreement
       for its principal offices. The lease agreement provided for a term of
       approximately 15 years, commencing in May 1987. The initial annual rental
       was $576,000 with scheduled increases in succeeding periods. During 1991,
       modifications were made to the timing of certain payments. During 1992,
       the lease was extended an additional three years. Rental expense under
       this lease is recorded on a straight-line basis. Accordingly, scheduled
       payments through December 31, 1998 exceeded rental expense recorded on
       this lease through such date by $230,000 and scheduled payments through
       December 31, 1997 exceeded rental expense recorded on this lease through
       such date by $44,000.

       In August 1994, the Company entered into a five-year operating lease
       agreement for office space. The initial annual rental was $267,000 with
       scheduled increases in succeeding periods. In March 1995, the Company
       entered into a ten-year lease, expiring June 30, 2005, for additional
       office space with an initial annual rental of $414,000 with scheduled
       increases in succeeding periods. In connection with this lease, the
       Company extended the August 1994 lease through June 30, 2005. Rental
       expenses on these leases are recorded on a straight-line basis.
       Accordingly, rent recorded through December 31, 1998 and 1997 exceeded
       scheduled payments by $195,000 and $156,000, respectively. During May
       1998, the Company gave up its rights to part of the space under the lease
       entered into in August 1994. The Company received a payment of $75,000
       from its landlord for giving up its rights to this portion of the lease.
       The $75,000 is included in other income.

       The Company's leases of office space include standard escalation clauses.
       Rental expenses under leases for office space and certain items of
       equipment accounted for as operating leases were $1,749,000, $1,903,000
       and $1,794,000 in 1998, 1997 and 1996, respectively. Additionally,
       $41,000 of rent expense was included in accrued expenses at December 31,
       1997 related to an asset disposal (see note 13).


                                      F-12



<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(3), CONTINUED

     The future minimum lease payments under noncancellable operating leases as
     of December 31, 1998 were as follows:

                                                         Operating
     Year ending December 31                               leases
     -----------------------                             ----------
          1999                                           $ 1,629,000
          2000                                             1,629,000
          2001                                             1,639,000
          2002                                             1,399,000
          2003                                             1,159,000
          Thereafter                                       1,738,000
                                                        ------------
           Total minimum lease payments                  $ 9,193,000
                                                       =============

 (4)   NOTES PAYABLE

       Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                                      1998             1997
                                                                                      ----             ----
<S>                                                                                   <C>              <C>
          Borrowings under debt agreements with a bank:

              $2,000,000 fixed rate five-year term note                              $ 600,000       1,000,000
              $500,000 five-year term note                                             250,000         350,000
              Borrowings under a commercial revolving
                 promissory note                                                        -            1,249,000
                                                                                  ------------       ---------

                                                                                       850,000       2,599,000
                                                                                  ------------       ---------

          Borrowings under debt agreements with investors:
              $2,025,000 Series A Senior Subordinated Note,
                 net of unamortized discount of $11,000 and
                 $16,000 as of December 31, 1998 and 1997,
                 respectively                                                        2,014,000       2,009,000
              $475,000 Series A Senior Subordinated Note -
                 SVP, S.A., issued at 99%, net of
                 unamortized discount of $3,000 and $4,000
                 as of December 31, 1998 and 1997, respectively                        472,000         471,000
              $475,000 Series A Senior Subordinated Note -
                 SVP, S.A., issued at 99%, net of unamortized
                 discount of $4,000                                                    471,000         471,000
                                                                                  ------------    ------------
                           Total notes payable                                       3,807,000       5,550,000
                                                                                  ------------    ------------

              Less current installments                                                500,000       1,749,000
                                                                                  ------------    ------------
                           Notes payable, excluding
                              current installments                                  $3,307,000       3,801,000
                                                                                  ============    ============
</TABLE>

                                      F-13


<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(4), CONTINUED

       (A)   DEBT AGREEMENTS WITH BANK

             The Company has two outstanding term notes with State Street Bank
             and Trust (the "Bank"). One note, a $2,000,000 fixed rate term
             note, payable in quarterly installments of $100,000 through April
             2000 at an interest rate of 8.86%, was originally signed during
             April 1995 and has $600,000 outstanding as of December 31, 1998.
             The other note, a $500,000 five-year term note, payable in
             quarterly installments of $25,000 through April 2001 at an interest
             rate of prime plus 0.75%, which was 8.5% and 9.25% at December 31,
             1998 and 1997, respectively, was originally signed during July 1997
             and has $250,000 outstanding at December 31, 1998.

             Additionally, the Company had a Commercial Revolving Promissory
             Note (the "Note") with the Bank. The Note was originally signed
             during April 1995, and was amended several times since. The most
             recent amendment was on April 3, 1998 and expired on March 25,
             1999. The amount available under the Note, as amended, was
             $1,000,000. At its highest, there was $3,000,000 available under
             the Note. The interest rate on the Note during 1998 was the Bank's
             prime rate plus one-quarter of one percent, and during 1997 was the
             Bank's prime rate plus one and one-half percent. Prime was 7.75% as
             of December 31, 1998 and was 8.5% as of December 31, 1997. As of
             December 31, 1998, there was nothing outstanding on the Note.
             However the Note is used to secure certain long-term letters of
             credit in the amount of $158,000. As such, as of December 31, 1998,
             the availability under the Note was $842,000.

             The Company's Revolving and Term Promissory Notes with the Bank are
             secured by all of the assets of the Company. Additionally, during
             the first quarter of 1998, SVP provided credit support in the form
             of two $1,000,000 standby letters of credit. One of the letters of
             credit is used to secure the Revolving Note and the other is used
             to secure the two outstanding Term Notes. The letter of credit
             securing the Term Notes will at all times equal the lesser of (a)
             the aggregate principal amount of the term loans, or (b)
             $1,000,000. During 1998, the Company failed to meet certain
             financial covenants included in the debt agreements, primarily due
             to severance and related costs. The Bank has agreed to waive the
             covenants.


                                      F-14


<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(4), CONTINUED

       (B)   DEBT AGREEMENTS WITH INVESTORS

             During 1996 and 1997, the Company and its subsidiaries (the
             "Company") issued $2,975,000 five-year Promissory Notes ("Notes")
             and ten-year warrants to purchase 1,322,222 shares of the Company's
             common stock, at $2.25 per share, for an aggregate consideration of
             $2,975,000 to Furman Selz SBIC, L.P. ("Furman Selz") and SVP, S.A.
             ("SVP"). Notes in the amount of $2,025,000 and 900,000 warrants
             were purchased by Furman Selz on October 31, 1996 for the aggregate
             amount of $2,025,000 and are due on October 31, 2001. Notes in the
             amount of $950,000 and 422,222 warrants are held by SVP. Of the
             Notes held by SVP, a $475,000 Note, together with 211,111 warrants,
             was purchased for the aggregate amount of $475,000 on each of
             November 30, 1996 and August 25, 1997. The Notes are due five years
             after the respective purchase dates.

             All of the Notes accrue interest at an annual rate of 12% on the
             unpaid principal balance. Interest payments are made periodically
             on Notes, and the agreements allowed for the automatic deferral of
             some of the interest. Any interest deferred compounds and accrues
             interest at the rate of the Notes until paid. As of December 31,
             1998, there was a total of $362,650 of accrued but unpaid interest
             on the Notes. Included in the total was $338,942 which was deferred
             in accordance with said provisions. All the deferred interest was
             paid on February 8, 1999.

       The aggregate maturities of long-term debt, excluding borrowings under
       the Commercial Revolving Promissory Note, for each of the five years
       subsequent to December 31, 1998 are as follows:

          Year ending December 31                                 Amount
          ----------------------                               ------------
                 1999                                            $  500,000
                 2000                                               300,000
                 2001                                             2,550,000
                 2002                                               475,000
                 2003                                                -     
                                                               ------------
                                                                 $3,825,000
                                                               ============


                                      F-15
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5)    SHAREHOLDERS' EQUITY

        (A)   SALE OF COMMON STOCK

              On January 15, 1998, the Company entered into an agreement with
              SVP for SVP to purchase $1,000,000 of the Company's common stock
              at $1.25 per share. The transaction was completed in two parts.
              The Company issued 600,000 shares to SVP and issued a $250,000
              Convertible Note on January 15, 1998, pending the availability of
              shares for issuance. The Note converted into 200,000 shares on
              February 20, 1998, when those shares became available in
              connection with the Company's litigation settlement (see note 11).

              With this transaction, SVP and its affiliates increased its
              ownership to approximately 37% of the then outstanding common
              shares in the Company, excluding outstanding warrants.

        (B)   COMMON STOCK WARRANTS

              On June 22, 1993, the Company issued warrants to a vice president
              of the Company under which he was entitled to purchase 4,000
              shares of common stock for $1.31 per share during the five-year
              period commencing from that date. These warrants expired in June
              1998 without having been exercised.

              On February 10, 1995, the Company issued warrants to a company
              under which it is entitled to purchase 150,000 shares of the
              Company's common stock at $2.25 per share, the estimated fair
              market value at date of grant. The warrant becomes exercisable at
              the rate of 50,000 shares each year beginning February 13, 1996
              and expires ten years from the date of grant. No warrants have
              been exercised to date.

              On October 31, 1996, in conjunction with the issuance of the
              Series A Subordinated Note (see note 4), the Company sold warrants
              to Furman Selz, under which it is entitled to purchase 900,000
              shares of the Company's common stock at $2.25 per share for ten
              years commencing from that date. No warrants have been exercised
              to date.

              On November 30, 1996, in conjunction with the issuance of the
              Series A Subordinated Note (see note 4), the Company sold warrants
              to SVP, S.A., under which it is entitled to purchase 211,111
              shares of the Company's common stock at $2.25 per share for ten
              years commencing from that date. No warrants have been exercised
              to date.

              On August 25, 1997, in conjunction with the issuance of the Series
              A Subordinated Note (see note 4), the Company sold warrants to
              SVP, S.A., under which it is entitled to purchase 211,111 shares
              of the Company's common stock at $2.25 per share for ten years
              commencing from that date. No warrants have been exercised to
              date.


                                      F-16


<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5), CONTINUED

       (C)    STOCK OPTION PLAN

              In January 1996, the Company adopted the FIND/SVP, Inc. 1996 Stock
              Option Plan (the "Plan"). The Plan, as amended in June 1998,
              authorizes grants of options to purchase up to 1,150,000 shares of
              common stock, issuable to employees, directors and consultants of
              the Company, at prices at least equal to fair market value at the
              date of grant (110% of the fair market value for holders of 10% or
              more of the outstanding shares of common stock).

              The options to be granted under the Plan will be designated as
              incentive stock options or non-incentive stock options by the
              Stock Option Committee. Options granted under the Plan are
              exercisable during a period of no more than ten years from the
              date of the grant (five years for options granted to holders of
              10% or more of the outstanding shares of common stock). All
              options outstanding at December 31, 1998 expire within the next
              five years if not exercised. Options that are cancelled or expire
              during the term of the Plan are eligible to be re-issued under the
              Plan and, therefore, are considered available for grant.

              There were 21,000 options available for grant under the FIND/SVP,
              Inc. 1986 Stock Option plan (the "1986 Plan") upon its expiration
              in August 1996. These options, along with an additional 361,265
              options from the 1986 Plan which either expired or were cancelled
              after August 1996 (including 235,000 during 1998), were no longer
              available for grant at December 31, 1998.


                                      F-17
<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5), CONTINUED

              Activity under the stock option plans is summarized as follows:

<TABLE>
<CAPTION>
                                                                                              Weighted
                                                                                              average
                                                                        Options               exercise
                                                                        Granted               price 
                                                                      ----------             ----------
<S>                                                                    <C>                  <C>   
                  Outstanding at December 31, 1995                       966,000              $ 1.15
                  Granted                                                689,350                2.00
                  Exercised                                             (366,437)               0.47
                  Cancelled and terminated                               (35,950)               1.76
                                                                      ----------             -------
                  Outstanding at December 31, 1996                     1,252,963                1.74

                  Granted                                                140,000                1.32
                  Exercised                                              (76,985)               0.77
                  Cancelled and terminated                              (139,265)               1.58
                                                                       ---------             -------
                  Outstanding at December 31, 1997                     1,176,713                1.78
                  Granted                                                366,500                0.84
                  Exercised                                              (12,900)               1.12
                  Cancelled and terminated                              (540,550)               1.46
                                                                       ---------             -------

                  Outstanding at December 31, 1998                       989,763                1.31
                                                                       =========              ======

                  Exercisable at December 31, 1998                       396,713
                                                                       =========

                  Available at December 31, 1998                         567,150
                                                                       =========
</TABLE>

              As of December 31, 1998, there were 989,763 options outstanding,
              exercisable at $0.75 to $2.25, with a weighted average remaining
              contractual life of 3.15 years. As of December 31, 1998, there
              were 396,713 exercisable options, exercisable at $0.75 to $2.25,
              with a weighted average remaining contractual life of 3.14 years.

              On June 30, 1998 the Stock Option Committee of the Board of
              Directors voted in favor of a plan to re-price certain outstanding
              options held by employees on that date. There was a total of
              89,550 options with original issue dates between 1994 and 1998
              that were re-priced. The original exercise price of said options
              ranged from $1.21 to $2.25 and the weighted-average exercise price
              of those options was $1.78. The options were re-priced at $1.0625,
              the fair market value on June 30, 1998. All other aspects of the
              options were not changed. The weighted average exercise prices
              noted above reflect this repricing.

                                      F-18

<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5), CONTINUED

              Included in the options granted in 1996 are 300,000 options the
              Company granted to the President of the Company. Contingent upon
              meeting certain earnings levels over the life of his employment
              agreement, these options will vest on the certification date of
              the targeted earnings levels. The exercise price of these options
              will be equal to the fair market value of the common stock on the
              vesting date or 110% of such fair market value if the President is
              a holder of 10% or more of the outstanding shares of common stock
              on such date. During 1998, the President relinquished 75,000 of
              these options.

              At December 31, 1998, 1997 and 1996, the number of options
              exercisable was 396,713, 599,746 and 589,713, respectively, and
              the weighted-average exercise price of those options was $1.62,
              $1.79 and $1.61, respectively.

              The Company applies APB Opinion No. 25 in accounting for its Plan
              and, accordingly, no compensation costs has been recognized for
              its stock options in the financial statements. Had the Company
              determined compensation cost based on the fair value at the grant
              date for its stock options under SFAS No. 123, "Accounting for
              Stock-Based Compensation", the Company's net (loss) income would
              have been (increased) reduced to the pro forma amounts indicated
              below:
<TABLE>
<CAPTION>

                                                                       1998             1997          1996
                                                                       ----             ----          ----
<S>                                                                    <C>             <C>               <C>      
                  Net income (loss)         As reported                $ 756,000   (2,852,000)      (719,000)
                                            Proforma                     697,000   (2,931,000)      (781,000)
                                                                         -------  -----------      ---------
                  Earnings (loss)           Basic
                       per share               As reported                   .11         (.43)          (.11)
                                               Proforma                      .10         (.44)          (.12)
                                                                             ---        -----          -----
                                            Diluted
                                               As reported                   .11         (.43)          (.11)
                                               Proforma                      .10         (.44)          (.12)
                                                                             ---        -----          -----
</TABLE>

              The per share weighted-average fair value of stock options granted
              during 1998, 1997 and 1996 was $0.33, $0.57 and $1.17,
              respectively, on the date of grant using the Black-Scholes
              option-pricing model with the following weighted-average
              assumptions: 1998 - expected dividend yield of 0%, risk-free
              interest rate of 6%, volatility of 48.8% and an expected life of 3
              years; 1997 - expected dividend yield of 0%, risk-free interest
              rate of 6.5%, volatility of 56.4% and an expected life of 3 years;
              1996 - expected dividend yield of 0%, risk-free interest rate of
              6.5%, volatility of 87.8% and an expected life of 3 years.
              Volatility is calculated over the five preceding years for 1998,
              1997 and 1996, respectively.


                                      F-19
<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5), CONTINUED

              Proforma net income (loss) reflects only options granted beginning
              in 1995. Therefore, the full impact of calculating compensation
              cost for stock options under SFAS No. 123 is not reflected in the
              proforma net income amounts presented above because compensation
              cost for options granted prior to January 1, 1995 is not
              considered and compensation cost is reflected over the options'
              vesting period of up to 5 years.

        (D)   COMMON STOCK ISSUED FOR SERVICES

              In 1997, the Company issued 25,000 shares of common stock with a
              value of $37,000 to a third party for services rendered.

              In 1996, the Company issued 21,940 shares of common stock with a
              value of $40,000 to a third party for services rendered.

        (E)   COMMON STOCK

              Effective June 1998, the Company amended its Certificate of
              Incorporation to increase the authorized number of common shares
              from 10,000,000 to 20,000,000.

        (F)   PREFERRED STOCK

              Effective June 1995, the Company amended its Certificate of
              Incorporation to authorize an additional class of stock consisting
              of 2,000,000 shares of $.0001 par value preferred stock. No shares
              have been issued as of December 31, 1998.

(6)    SVP INTERNATIONAL

       The Company entered into an agreement in 1971, amended in 1981, with SVP
       International, a Swiss company which, including its affiliated companies,
       owns 37% of the outstanding stock of the Company and is the beneficial
       owner (assuming the exercise of outstanding warrants) of 40.8% of the
       outstanding stock of the Company as of December 31, 1998 (see notes 4 and
       15). The agreement provides that SVP International will aid and advise
       the Company in the operation of an information service and permit access
       to other foreign SVP information centers and the use of the SVP trademark
       and logo. The agreement shall continue in perpetuity, unless amended by
       the parties thereto. It provides that the Company will pay to SVP
       International royalties computed on an annual basis at the following
       rates: $18,000 per year, plus 1.2% of the gross profit from all
       publications included in the Company's gross revenues less than $10
       million for such year, and 2% of the amount of the Company's
       nonpublishing gross revenues for each such year derived from the
       "FIND/SVP Service" in excess of $2 million but less than $4 million and
       1% of the amount of such nonpublishing gross revenues in excess of $4
       million but less than $10 million.


                                      F-20
<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(6), CONTINUED

       Royalty charges under the agreement were $126,000, $131,000 and $137,000
       in 1998, 1997 and 1996, respectively. Royalties accrued but unpaid were
       approximately $142,000 and $84,000 at December 31, 1998 and 1997,
       respectively, and are included in accrued expenses in the consolidated
       balance sheets. Additionally, SVP International charged the Company
       $50,000 during 1998 for management services rendered. This amount is
       included in accrued expenses as of December 31, 1998.

       The Company receives and renders information services to other members of
       the SVP network. Charges for such services are made at rates similar to
       those used for the Company's other clients.

 (7)   INCOME TAXES

       The provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                                                       1998            1997          1996
                <S>                                                    <C>             <C>          <C>
                                                                       ----            ----          ----
                  Current:
                     Federal                                      $    -               (228,000)    (342,000)
                     State and local                                   -                  -            6,000
                                                                  -----------       -----------  -----------
                                                                       -               (228,000)    (336,000)
                   Deferred:
                     Federal                                          342,000          (983,000)     (52,000)
                     State and local                                  102,000          (204,000)     (99,000)
                                                                  -----------       -----------   ----------
                                                                      444,000        (1,187,000)    (151,000)
                     Valuation allowance                             (239,000)          519,000        -     
                                                                  -----------       -----------  ----------- 
                                                                      205,000         (668,000)    (151,000)
                                                                  -----------       -----------  ----------- 
                                                                  $   205,000         (896,000)    (487,000)
                                                                  ===========       ===========     ========

       Income tax (benefit) expense differs from the amount computed by
       multiplying the statutory rate of 34% to income before income taxes due
       to the following:

                                                                        1998         1997          1996
                                                                        ----         ----          ----

          Income tax (benefit) expense at statutory rate          $   327,000    (1,274,000)    (410,000)
          Increase (reduction) in income taxes
              resulting from:
                 State and local income taxes, net of
                    Federal income tax benefit                         97,000      (204,000)     (99,000)
                 Nontaxable income                                    (30,000)      (34,000)     (33,000)
                 Nondeductible expenses                                31,000        18,000       38,000
                 Expiring tax credits                                     -          93,000          -
                 Other                                                 19,000       (14,000)      17,000
                                                                  -----------   -----------  ----------- 
                                                                      444,000    (1,415,000)    (487,000)
                 (Decrease) Increase in
                   Valuation allowance                               (239,000)      519,000        -    
                                                                  -----------   -----------   ---------- 
                                                                  $   205,000      (896,000)    (487,000)
                                                                  ===========   ===========   ==========

</TABLE>


                                      F-21
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(7), CONTINUED

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets, net of deferred tax liabilities at
       December 31, 1998 and 1997 are presented below:

<TABLE>
<CAPTION>
                                                                                     1998          1997
                                                                                     ----          ----
<S>                                                                                  <C>            <C>
              Deferred tax assets:
                Accounts receivable, principally due to
                    allowance for doubtful accounts                              $     46,000       52,000
                 Leasehold improvements, principally
                    due to differences in amortization                                221,000      193,000
                 Deferred compensation, principally due to
                    accrual for financial reporting purposes                           85,000       76,000
                 Federal net operating loss carryforward                              440,000      465,000         
                State and local net operating loss carryforward                       303,000      303,000
                 Impairment loss                                                        -          461,000
                 Restructuring charge                                                  38,000       91,000
                 Severance charges                                                    158,000         -
              Deferred tax liability:
                 Equipment, principally due to differences
                    in depreciation                                                  (248,000)    (154,000)
                 Goodwill, principally due to difference
                    in amortization                                                    (1,000)      (1,000)
                                                                                  -----------   ----------
                                                                                    1,042,000    1,486,000
              Valuation allowance                                                    (280,000)    (519,000)
                                                                                  -----------   ----------
                 Net deferred tax assets                                          $   762,000      967,000
                                                                                  ===========   ==========
</TABLE>

       Management of the Company has determined, based on the Company's history
       of prior years' operating earnings relating to its consulting and
       business advisory businesses, that a valuation allowance of $280,000 and
       $519,000 as of December 31, 1998 and 1997, respectively, was necessary
       due to the uncertainty of future earnings to realize the net deferred tax
       asset. Of the net deferred tax asset, $322,000 and $286,000 as of
       December 31, 1998 and 1997, respectively, has been classified as current.

 (8)   EMPLOYEE BENEFITS AND DEFERRED COMPENSATION

       (A)    PENSION PLANS

              The Company established a 401(k) and profit sharing plan for all
              eligible employees. Participants may elect to defer up to 12% of
              their annual compensation which is subject to annual limitation as
              provided in Internal Revenue Code Section 415(d). The Company will
              contribute 20% of the employees' contributions up to 1% of their
              annual compensation. Profit sharing contributions are at the
              discretion of the Company. Participants vest in the employer's
              contribution at 20% after three years of service increasing by 20%
              for each additional year of service. The Company's


                                      F-22

<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(8), Continued

              contribution, accrued but unpaid, to this plan was $57,000 and
              $75,000 at December 31, 1998 and 1997, respectively.

              During 1997, the Company ceased funding its Target Benefit Pension
              Plan, and is in the process of terminating the plan, which will
              include filing for an IRS Determination Letter. As such, all
              participants were declared 100% vested on January 1, 1997. The
              Company had accrued $40,000 for estimated closing costs of the
              plan as of December 31, 1997. During 1998, the Company paid $9,000
              of such costs, and $31,000 is included in accrued expenses as of
              December 31, 1998.

        (B)   DEFERRED COMPENSATION

              The Company maintains deferred compensation agreements for two
              officers, with benefits commencing upon retirement, death or
              disability. Deferred compensation expense under these agreements
              was approximately $20,000, $21,000 and $25,000 in 1998, 1997 and
              1996, respectively.

        (C)   EMPLOYMENT AGREEMENTS

              Effective January 1, 1996, the Company entered into an employment
              agreement (the "Agreement") with the President of the Company. The
              Agreement terminates on December 31, 2001. The Agreement
              supersedes a May 1991 agreement and provides for a base salary
              with cost of living escalations. The agreement provides a
              performance bonus equal to 10% per annum of the pre-tax profits of
              the Company in excess of $1,000,000 for each year through the end
              of the Agreement. The Agreement was amended in December 1996 to
              limit the amount of bonus to a maximum of $250,000 in any year,
              and to pay a $50,000 cash bonus in each of January 1997 and
              January 1998. In addition, the Agreement contains certain
              severance provisions, as defined in the Agreement, entitling the
              President to receive compensation through the end of the Agreement
              upon termination without cause, or voluntary termination upon
              certain conditions, which includes the acquisition by a party of
              30% or more of the outstanding shares of common stock of the
              Company or a change in the majority of incumbent Board members,
              and certain other occurrences. If termination occurs at a time
              when there is less than one year left in the Agreement,
              compensation will continue for a two-year period from the date of
              termination.

              During 1998, the Board amended the contract with the Company's
              President, to provide that at any time after the end of calendar
              year 1999, the President may elect to voluntarily leave the employ
              of the Company and receive the balance of his contract for the
              remaining term on his employment contract. The term of the
              contract runs through 2001.

              During February 1998, SVP, S.A. purchased additional shares of the
              Company. The purchase of the shares has triggered the change of
              control provisions in the above agreement. In consideration of
              SVP, S.A. providing two $1,000,000 letters of credit


                                      F-23
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(8), Continued

              to secure the company's debt agreements with a commercial bank
              during march 1998, the president has waived his rights related to
              the change of control provision in his agreement, only as it
              relates to the holdings of svp, s.a. and its affiliates, in the
              company.

              Effective September 30, 1998, the Company accepted the resignation
              of an Executive Officer. In connection with his severance
              agreement, coupled with the signing of a release and agreement not
              to compete dated October 5, 1998, and the immediate return of his
              outstanding options, the Executive Officer will be receiving his
              then current compensation, including benefits, for the next two
              years. Accordingly, the Company has accrued $475,000 for severance
              and related costs to selling, general and administrative expenses
              at September 30, 1998.

              Severance arrangements for members of the Operating Management
              Group ("OMG")were agreed upon by the Board of Directors on January
              25, 1999. The sense of the discussion was that severance
              agreements should be entered into with each of the members of the
              OMG providing for (a) a normal severance benefit for nine (9)
              months, which would be increased to one (1) year after the
              employee has served as a member of the OMG for a continuous period
              of two (2) years, in the event the employee's services are
              terminated without cause, and (b) a severance benefit of one (1)
              year in the event the separation from service is due to (i) a
              change in control, and (ii) the employee suffers, within one (1)
              year thereafter, either (A) a discontinuation of duties, or (B) an
              office change of at least 50 miles, or (C) a reduction in
              compensation, or (D) a termination of employment other than for
              cause. Severance agreements are currently being prepared.

(9)    SUPPLEMENTAL CASH FLOWS INFORMATION

       Cash paid for interest and income taxes during the years ended December
       31, 1998, 1997 and 1996 was as follows:

                                      1998          1997          1996
                                   ----------      -------      --------
         Interest                  $  292,000      383,000       270,000
                                   ==========      =======    ==========
         Income taxes              $   -             3,000       164,000
                                   ==========        =====    ==========

       The Company had the following non-cash financing activities:

       In connection with the Company's sale of Published Research assets during
       1998, the Company received a $550,000 four-year note.

       In March 1998, a $250,000 convertible note with a related party was
       converted into common stock.

       In connection with the Company's sale of ETRG's assets during 1997, the
       Company received a $125,000 two-year note (see note 13).


                                      F-24
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(9), CONTINUED

       During 1997, the Company issued 25,000 shares of common stock with a
       value of $37,000 to a third party for services rendered.

       During 1996, the Company issued 21,940 shares of common stock with a
       value of $40,000 to a third party for services rendered.

       During 1997, the Company recorded the cashless exercise of 8,000 options
       at $0.63 in exchange for 2,000 shares of common stock at prices ranging
       from $1.125 to $1.25. Such shares were held for a period of at least six
       months before the respective exchange. The value of these transactions
       was $2,000.

       During 1996, the Company recorded the cashless exercise of 275,686
       options at prices ranging from $0.275 to $2.1875 in exchange for 51,041
       shares of common stock at prices ranging from $2.125 to $3.00. Such
       shares were held for a period of at least six months before the
       respective exchange. The value of these transactions was $119,000.

 (10)  ACCRUED EXPENSES

       Accrued expenses at December 31, 1998 and 1997 consisted of the
       following:

                                                      1998             1997
                                                      ----             ----
       Accrued bonuses and
          employee benefits (note 8)               $  477,000        812,000
       Accrued severance and
          retirement (notes 13 and 14)                694,000        233,000
       Accrued expenses billed to clients             117,000        233,000
       Accrued SVP royalty (note 6)                   142,000         84,000
       Other accrued expenses                         433,000        510,000
                                                   ----------     ----------
                                                   $1,863,000      1,872,000
                                                   ==========     ==========


                                      F-25
<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(11)   LITIGATION

       On May 30, 1997, Asset Value Fund Limited Partnership ("Asset Value"), a
       shareholder in the Company, commenced an action in the United States
       District Court for the Southern District of New York entitled Asset Value
       Fund Limited Partnership v. FIND/SVP, Inc. and Andrew P. Garvin, Civil
       Action No. 97 Civ. 3977 (LAK). The complaint alleged that between October
       1995 and August 1996 the Company and its president made certain oral
       misstatements to Paul Koether, the principal of Asset Value, concerning
       the financial condition of the Company and that those misstatements
       induced Asset Value to buy more shares of the Company and to refrain from
       selling the shares it already held. The complaint alleged that those
       misstatements give rise to causes of action for violation of Section
       10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder,
       and for fraud, breach of fiduciary duty and negligent misrepresentation.
       The complaint demanded compensatory damages in excess of $1.5 million and
       punitive damages in excess of $5 million, as well as costs and attorneys'
       fees.

       On August 13, 1997, the Company was served with an amended complaint
       which alleged that between January 1996 and August 1996, the Company and
       its president made certain misstatements concerning the financial
       condition of the Company and that those misstatements induced Asset Value
       to buy more shares of the Company and to refrain from selling the shares
       it already held. The amended complaint alleged that those misstatements
       give rise to causes of action for violation of Section 10(b) of the
       Securities Exchange Act of 1934 and Rule 10b-5 thereunder and for common
       law fraud. The complaint demanded compensatory and punitive damages in an
       amount to be determined at trial, as well as costs and attorneys' fees.
       On September 29, 1997, the Company and Mr. Garvin moved to dismiss the
       amended complaint.

       On December 3, 1997, Asset Value commenced an action in the Supreme Court
       of the State of New York, County of New York entitled Asset Value Fund
       Limited Partnership v. Brigitte De Gastines and Jean-Louis Bodmer, Index
       No. 606165/97. The defendants are two of the Company's directors. The
       complaint sought to remove the defendants as directors under New York
       Business Corporation Law 706(d) because of their alleged failure to
       attend meetings of the board and because they considered and approved
       financing transactions by the Company involving Amalia, S.A. and/or SVP,
       S.A which allegedly constituted self-dealing by the defendants. On
       December 30, 1997, the defendants removed this action to the United
       States District Court for the Southern District of New York.


                                      F-26
<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(11),  CONTINUED

       On January 20, 1998, Asset Value and the Company entered into a
       settlement agreement pursuant to which Asset Value dismissed with
       prejudice the two pending actions described above. Furthermore, Asset
       Value agreed that for five years neither Asset Value nor Paul Koether
       will purchase, either directly or indirectly, any shares of stock in the
       Company, or own or control, either directly or indirectly, any shares of
       stock in the Company. As part of the settlement, the Company purchased
       274,400 shares of the Company's common stock from the plaintiff for $1.25
       per share, totaling $343,000. The purchase price contained a premium of
       $0.50 per share over the closing trade price of the Company's common
       stock on the date of settlement, or $137,000. As a result of the above,
       the Company recorded treasury stock of $206,000 and expense of $137,000.
       The Company used proceeds from its insurance company of $495,000 to
       purchase the shares and to pay plaintiff and Company legal fees in the
       amount of $110,000 and $42,000, respectively. Accordingly, the Company
       recorded other income and other expense of $289,000, respectively,
       related to this matter, with the remaining balance of $206,000 offset
       against the aforementioned treasury stock repurchase amount, thus
       reducing the net treasury stock to zero. Of the 274,400 shares purchased
       by the Company, 200,000 shares were issued to SVP to convert the
       convertible note issued on January 15, 1998 into common stock and 74,400
       shares were retired. SVP, S.A. purchased the remaining 625,600 shares
       held by Asset Value for $1.25 per share. In addition, the Company agreed
       that if within two years (a) the Company sells all or substantially all
       of its assets, (b) the Company is merged into or combined with another
       company, (c) any person acquires a majority of the outstanding shares of
       the Company pursuant to a tender offer, (d) the Company is taken private,
       or (e) the Company undergoes a recapitalization or restructuring, and in
       any such case the shareholders of the Company receive consideration
       (whether cash, securities or otherwise) of more than $1.25 per share,
       then, immediately after the consummation of such transaction, the Company
       will pay to Asset Value an amount equal to 900,000 times the difference
       between $1.25 and the amount paid to the shareholders up to a maximum
       difference of $1.75 per share (i.e., a maximum price of $3.00 per share).

 (12)  IMPAIRMENT LOSS

       During the fourth quarter of 1997, the Company decided to sell the
       majority of assets held in the Published Research Division, and,
       accordingly retained the services of an investment banking firm to
       effectuate the sale. As a result, the Company reported the carrying value
       of the assets held for sale at the lower of cost or their estimated net
       realizable values. As a result of the Company's decision, an impairment
       loss of $1,047,000 was recorded in December 1997. The Company presented
       the assets held for sale as a separate line item in its December 31, 1997
       consolidated balance sheet. During 1998, the Company sold the
       aforementioned assets (see note 13).

       The aforementioned charge included write-downs of inventory of $517,000,
       fixed assets of $405,000, goodwill of $102,000 and deferred charges of
       $23,000. There are no cash implications relating to this charge.


                                      F-27
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(13)   SALE OF ASSETS AND ASSET DISPOSAL

       On July 2, 1998, the Company completed the sale of substantially all of
       the assets of its Published Research subsidiary pursuant to an Asset
       Purchase Agreement dated as of June 26, 1998. The Company recorded a
       $20,000 gain related to this sale. The assets included, among other
       things, the tangible and intangible assets, properties, rights and
       business of Published Research relating to the following product lines:
       (i) FIND/SVP Market Intelligence Reports; (ii) Packaged Facts Market
       Intelligence Reports; (iii) Specialists in Business Information Market
       Intelligence Reports; (iv) MarketLinks; (v) Ice Cream Report: The
       Newsletter for Ice Cream Executives; (vi) How to Find Market Research
       Online; (vii) Analyzing Your Competition; (viii) Finding Business
       Research on the Web; and (ix) ShareFacts. The Company received, in
       consideration of the sale, $1,250,000 in cash ($250,000 was received on
       June 29, 1998, and $1,000,000 was received on July 2, 1998), a Promissory
       Note (the "Note") in the amount of $550,000 and the purchaser assumed
       certain liabilities in the amount of $85,000. The Note bears interest at
       a rate of 8% per annum and is payable in four equal annual installments
       commencing June 26, 1999. Interest is payable annually with each
       installment of principal. The Company was granted a purchase money
       security interest in the assets, which is subordinate to a security
       interest in assets held by a lender of the purchaser. The Note is
       guaranteed by a principal of the purchaser. Prior to the sale, during
       1998, revenues from the assets sold were $2,522,000.

       During the fourth quarter of 1997, the Company sold certain assets held
       in its Emerging Technologies Research Group ("ETRG"). The Company
       recorded a $28,000 loss related to this sale. In accordance with the
       terms of the Agreement, the Company received a two-year $125,000 Note
       bearing interest at an annual rate of 10% payable as follows: $31,250
       plus accrued interest on May 4,1998, and quarterly principal payments of
       $15,625 plus accrued interest commencing on August 4, 1998, and on the
       fourth day of each November, February, May and August thereafter. The
       final payment is due November 4, 1999. To date, all payments have been
       received in a timely manner. The Company holds a security interest in the
       ETRG database as collateral for the Note. The purchaser also assumed
       various liabilities in connection with the transaction and the Company is
       receiving a 5% royalty for a two-year period on sales generated by the
       assets sold.

       During the fourth quarter of 1997, the Company ceased the consumer
       oriented operation of its FIND/SVP Internet Services, Inc. subsidiary.
       Accordingly, the Company recorded a charge of $500,000 in the fourth
       quarter of 1997 related to the closing of the subsidiary. The charge
       included $35,000 of severance, all of which was paid by March 31, 1998.
       The remainder of the charge included the write-down of certain assets of
       $408,000, $16,000 of shut-down costs paid in the first quarter of 1998,
       and rent expense of $41,000 for the first quarter of 1998 as the Company
       intended to sublease the space or be relieved of its obligation for
       10,000 square feet of office space by the landlord during the second
       quarter of 1998. During the second quarter of 1998 the Company received
       payment of $75,000 from the landlord for giving up its rights to this
       portion of the lease. The Company also had rental expenses of $26,400
       during the second quarter of 1998, prior to the agreement with the
       landlord. The $75,000 was recorded as Other Income and the $26,400 was
       recorded as other expenses.


                                      F-28
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(14)   RESTRUCTURING CHARGES

       On March 27, 1998, the Company reduced its full-time labor force in its
       core business by 20 positions. As a result the Company recorded a
       restructuring charge of $321,000 during the quarter ended March 31, 1998.
       The charge consisted mainly of severance payments, which will be fully
       paid by February 15, 1999, outplacement services and legal costs
       associated with the elimination of the positions. As of December 31,
       1998, $16,000 related to this charge remains accrued but unpaid.

       In conjunction with the Company's decision to re-focus its efforts on its
       core competencies (see note 1(a)), the Company reduced its general and
       administrative staff on December 31, 1997. Accordingly, the Company
       recorded a $155,000 restructuring charge, primarily for severance costs,
       during the fourth quarter of 1997, all of which was paid in 1998.

       During the third quarter of 1996, the Company implemented a plan to
       restructure and consolidate operations, which included the reorganization
       of its operating units and a change in the method of marketing and
       cross-selling its various products. As a result, the Company recorded a
       pre-tax restructuring charge of $802,000 during the third quarter of
       1996.

       The restructuring charge included a writedown of certain assets of
       $490,000, severance and retirement charges of $167,000, charges relating
       to marketing and planning materials which will not be used after the
       restructuring of $117,000 and charges for the consolidation and reduction
       of several small and unprofitable product groups of $28,000, of which
       $122,000 and $47,000 of the remaining severance and retirement payments
       has been included in accrued expenses at December 31, 1996 and 1997.


                                      F-29

<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued

(15)   SEGMENT REPORTING

       During 1998, 1997 and 1996 the Company operated primarily in two business
       segments in accordance with Statement of Financial Accounting Standards
       ("SFAS") No. 131, "Disclosure about Segments of an Enterprise and Related
       Information." The operating segments were: (i) Consulting and Business
       Advisory, which consists of QCS and SCRG; and (ii) Published Research
       Products, which consisted of Published studies, ETRG and various
       Newsletters.

       In accordance with SFAS No. 131, the Company is disclosing the results of
       the operating segments for each of the three years below.

<TABLE>
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                         (AMOUNTS IN THOUSANDS)

                                                 1998              1997             1996
                                           --------------    -------------     -------------
<S>                                        <C>               <C>               <C>       
                                                $               $                  $
    NET ASSETS
    Consulting and Business Advisory              10,999          10,594              8,234
    Published Research Products                      705           1,887              4,326
    All Other                                          -               -                386
                                              ----------      ----------         ----------
    Total Net Assets                              11,704          12,481             12,946
                                              ----------      ----------         ----------

    REVENUES
    Consulting and Business Advisory              25,456          25,959             24,172
    Published Research Products                    2,718           6,018              6,323
    All Other                                          -              50                 30
                                              ----------      ----------         ----------
    Total Revenues                                28,175          32,027             30,525
                                              ----------      ----------         ----------
    OPERATING INCOME (LOSS)
    Consulting and Business Advisory               1,313            (165)               914
    Published Research Products                       16          (2,295)            (1,739)
    All Other                                          -            (676)                 1
                                              ----------      ----------         ----------
    Total Operating Income (Loss)                  1,329         (3,136)              (824)
                                              ----------      ----------         ----------

    DEPRECIATION AND AMORTIZATION
         INCLUDED ABOVE

    Consulting and Business Advisory               1,002             885                764
    Published Research Products                       96             238                210
    All Other                                          -              24                  -
                                              ----------      ----------         ----------
   Total Depreciation and Amortization             1,098           1,147                974
                                              ----------      ----------         ----------
</TABLE>


                                      F-30

<PAGE>
                                   Schedule II

                         FIND/SVP, INC. AND SUBSIDIARIES
                        Valuation and Qualifying Accounts

                  Years ended December 31, 1998, 1997 and 1996
                            (in thousands of dollars)
<TABLE>
<CAPTION>

                                                      Balance at       Additions
                                                       beginning      charged to       Deduc-         Balance at
               CLASSIFICATION                           of year        earnings       tions (1)       end of year
                                                        -------        --------       ---------       -----------
<S>                                                     <C>            <C>            <C>             <C>

Year ended December 31, 1998:
    Allowance for doubtful accounts                      $ 118           164              178              104
                                                          ====          ====             ====             ====

Year ended December 31, 1997:
    Allowance for doubtful accounts                      $ 103           254              239              118
                                                          ====          ====             ====             ====

Year ended December 31, 1996:
    Allowance for doubtful accounts                      $ 105           287              289              103
                                                          ====          ====             ====             ====
</TABLE>

Note:    (1)  Amounts written off, net of recoveries.


                                      F-31