SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

         For the quarterly period ended:    March 31, 1997
                                            --------------
                                       OR

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

                           Commission File No.: 1-7986
                                                ------

                          Kent Financial Services, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          Delaware                                               75-1695953
-------------------------------                             --------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


           376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (908) 234-0078
               ------------------------------------------------------
                           (Issuer's telephone number)

                                       N/A
              --------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days. Yes X    No _____

     State the number of shares  outstanding of each of the issuer's  classes of
common  stock:  As of April 30,  1997,  the issuer had  1,029,853  shares of its
common stock, par value $.10 per share, outstanding.

     Transitional Small Business Disclosure Format (check one).
Yes _____  No   X





<PAGE>



PART I  - FINANCIAL INFORMATION
Item 1. - Financial Statements



<TABLE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                   (UNAUDITED)

                                 ($000 Omitted)

<CAPTION>


                                                               March 31,
                                                                 1997
                                                              ----------
<S>                                                           <C>


Cash and cash equivalents                                      $ 6,990
U.S. Treasury securities                                           146
Securities owned                                                 5,748
Receivable from clearing broker                                    683
Property and equipment:
     Land and building                                           1,440
     Office furniture and equipment                                216
                                                               -------
                                                                 1,656
     Accumulated depreciation                                 (    386)
                                                               -------
     Net property and equipment                                  1,270
                                                               -------
Other assets                                                       155
                                                               -------
          Total assets                                         $14,992
                                                               =======

</TABLE>



          See accompanying notes to consolidated financial statements.




<PAGE>


<TABLE>
                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                   (UNAUDITED)

                                 ($000 Omitted)

<CAPTION>

                                                               March 31,
                                                                 1997
                                                              ----------
<S>                                                           <C>
Liabilities:
   Accounts payable                                            $   135
   Accrued expenses                                                948
   Long-term debt                                                  540
   Accrual for discontinued operations                             453
                                                               -------
          Total liabilities                                      2,076
                                                               -------

Contingent liabilities                                               -

Stockholders' equity:
   Preferred stock without par value, 500,000
     shares authorized; none outstanding                             -
   Common stock, $.10 par value, 4,000,000
     shares authorized; 1,041,860 outstanding                      104
   Additional paid-in capital                                   15,398
   Accumulated deficit                                        (  2,586)
                                                               -------
          Total stockholders' equity                            12,916
                                                               -------
          Total liabilities and stockholders' equity           $14,992
                                                               =======



</TABLE>


          See accompanying notes to consolidated financial statements.



<PAGE>


<TABLE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                      ($000 Omitted, except per share data)

<CAPTION>



                                                             Three Months Ended
                                                                  March 31,
                                                           ------------------------
                                                            1997               1996
                                                           ------             -----
<S>                                                       <C>                <C>
Revenues:
     Brokerage commissions and fees                        $  423             $  946
     Principal transactions:
       Trading                                                365                703
       Investing gains (losses)                           (   481)               520
     Interest, dividends and other                            198                379
                                                           ------             ------
                                                              505              2,548
                                                           ------             ------

Expenses:
     Brokerage                                                526              1,113
     General, administrative and other                        505                801
     Interest                                                  52                124
                                                           ------             ------
                                                            1,083              2,038
                                                           ------             ------

Earnings (loss) before income taxes                       (   578)               510
Provision (benefit) for income taxes                      (    47)               115
                                                           ------             ------
Net earnings (loss)                                       ($  531)            $  395
                                                           ======             ======

Net earnings (loss) per common share                      ($  .51)            $  .38
                                                           ======             ======

Weighted average number of common
  shares outstanding (in 000's)                             1,043              1,051
                                                           ======             ======



</TABLE>


          See accompanying notes to consolidated financial statements.


                                         

<PAGE>

<TABLE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                 ($000 Omitted)
<CAPTION>

                                                             Three Months Ended
                                                                  March 31,
                                                           ------------------------
                                                            1997               1996
                                                           ------             -----
<S>                                                       <C>                <C>

Cash flows from operating activities:
     Net earnings (loss)                                  ($  531)            $  395
     Adjustments:
       Depreciation and amortization                            8                 97
       Change in unrealized (gains)
         losses on securities owned                           606            (   348)
       Change in securities owned
         and U.S. Treasury securities                       1,140            (   141)
       Change in receivable from
         clearing broker                                  (   901)           (    65)
       Change in accounts payable and
         accrued expenses                                 (   122)           (   179)
       Change in income taxes payable                     (   225)               100
       Other, net                                         (    33)                12
                                                           ------             ------
       Net cash used in operating
         activities                                       (    58)           (   129)
                                                           ------             ------

Cash flows from investing activities:
     Purchase of property and equipment                   (     7)           (     2)
     Other                                                (    10)                20
                                                           ------             ------
       Net cash provided by
         (used in) investing activities                   (    17)                18
                                                           ------             ------
Cash flows from financing activities:
     Purchase of common stock                             (    36)           (    16)
     Payments on debt                                     (     8)           (     7)
     Other                                                      -            (    13)
                                                           ------             ------
       Net cash used in financing
             activities                                   (    44)           (    36)
                                                           ------             ------
Net decrease in cash and cash
  equivalents                                             (   119)           (   147)
Cash and cash equivalents at
  beginning of period                                       7,109              8,259
                                                           ------             ------
Cash and cash equivalents at end of
  period                                                   $6,990             $8,112
                                                           ======             ======

Supplemental disclosure of cash flow information:
     Cash paid for:
       Interest expense                                    $   52             $  124
                                                           ======             ======
       Taxes                                               $  190             $    1
                                                           ======             ======


</TABLE>



          See accompanying notes to consolidated financial statements.

                                                          

<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1997 AND 1996

                                   (Unaudited)



1.   Financial Condition and Operating Results
     ------------------------------------------

     The  accompanying  unaudited  consolidated  financial  statements  of  Kent
Financial  Services,  Inc. and Subsidiaries (the "Company") as of March 31, 1997
and for the  quarters  ended  March  31,  1997 and  1996  reflect  all  material
adjustments  consisting  of only  normal  recurring  adjustments  which,  in the
opinion of management,  are necessary for a fair presentation of results for the
interim periods.  Certain  information and footnote  disclosures  required under
generally accepted accounting principles have been condensed or omitted pursuant
to the rules and regulations of the Securities and Exchange Commission, although
the Company  believes that the  disclosures are adequate to make the information
presented not misleading. These consolidated financial statements should be read
in conjunction  with the year-end  consolidated  financial  statements and notes
thereto  included  in the  Company's  Annual  Report on Form 10-KSB for the year
ended December 31, 1996 as filed with the Securities and Exchange Commission.

     The results of  operations  for the quarters  ended March 31, 1997 and 1996
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year or for any other period.

2.   Business
     --------

     The Company's  business is comprised  principally of the operation of T. R.
Winston  &  Company,  Inc.  ("Winston"),  a  wholly-owned  subsidiary,  and  the
management  of Asset  Value Fund  Limited  Partnership  ("AVF"),  an  investment
partnership  whose  primary  purpose is to make large  investments  in a limited
number of portfolio companies whose securities are considered undervalued by the
partnership's management.  Winston is a licensed securities broker-dealer and is
a member of the  National  Association  of  Securities  Dealers,  Inc.,  and the
Securities Investor Protection  Corporation.  All safekeeping,  cashiering,  and
customer   account   maintenance   activities   are  provided  by  an  unrelated
broker-dealer under a clearing agreement.

     Pursuant to the net  capital  provisions  of Rule 15c3-1 of the  Securities
Exchange Act of 1934,  Winston is required to maintain  minimum net capital,  as
defined, of $125,000. At March 31, 1997, Winston had net capital, as defined, of
approximately $672,000 which was $547,000 in excess of the required minimum.

                                                          

<PAGE>



3.   Securities Owned
     ----------------

     Securities owned consist of the following ($000's omitted):

<TABLE>
<CAPTION>

                                                  Non-
                         Marketable, at       Marketable, at
                          Market Value          Fair Value          Total
                        ----------------     ----------------      -------
<S>                          <C>                  <C>               <C>             
Equity
  securities:
     AVF                     $3,735               $1,748            $5,483
     Winston                     66                    -                66
     Other                      108                    -               108

Mutual funds                     91                    -                91
                             ------               ------            ------
       Total                 $4,000               $1,748            $5,748
                             ======               ======            ======


</TABLE>

     The  estimated  fair  value of  non-marketable  securities  owned  has been
determined in good faith under consistently applied principles by the management
of  the  Company,   using  available  market  information  and  other  valuation
considerations.  Considerable  judgment is required to develop the  estimates of
fair value, thus, the estimates  provided herein are not necessarily  indicative
of the amounts that could be realized in a current market exchange.


4.   Net Earnings Per Common Share
     -----------------------------

     Net earnings per common  share is based on the weighted  average  number of
shares  outstanding  adjusted for the assumed conversion of shares issuable upon
exercise of stock options where appropriate.


<PAGE>



Item 2.   Management's Discussion and Analysis or Plan of
          Operation
          -----------------------------------------------


Liquidity and Capital Resources
-------------------------------

     Kent Financial  Services,  Inc. (the "Company") had  consolidated  cash and
cash equivalents  (U.S.  Treasury bills with an original maturity of ninety days
or less) of  $6,990,000,  U.S.  Treasury  securities  with an original  maturity
greater  than 90 days of  $146,000  and  securities  owned  (at fair  value)  of
$5,748,000 at March 31, 1997.  For additional  information on securities  owned,
see Note 3 of Notes to Consolidated  Financial Statements.  The Company believes
that its financial resources are sufficient for future operations.

     Net cash used in  operations  for the quarters  ended March 31,  1997,  and
March 31, 1996 was approximately $58,000 and $129,000 respectively. In the first
quarter  of 1997,  a net  change in  securities  owned  generated  cash flows of
$1,140,000.  The cash inflow  generated from the change in securities  owned was
offset by a change in the receivable from the clearing broker and the payment of
accounts payable,  accrued expenses,  and income taxes. The net loss of $531,000
for the first  quarter  of 1997 did not  utilize  cash  flows as net  unrealized
investing  losses were the major  components of the net loss. In the  comparable
quarter of 1996, net income was $395,000, but net unrealized gains on securities
owned of $348,000, a component of net income, did not generate cash inflows. The
net changes in securities owned and receivable from the clearing broker resulted
in a cash outflow of $206,000.


Material Changes in Results of Operations
-----------------------------------------

     The Company had a net loss of  $531,000,  or $.51 per share,  for the three
months  ended March 31, 1997,  compared to net income of  $395,000,  or $.38 per
share, for the comparable period in 1996.

     Total  brokerage  income  (consisting  of brokerage  commissions,  fees and
principal  trading  transactions)  for the three  months  ended  March 31,  1997
decreased by approximately  $861,000, or 52%, to $788,000 from $1,649,000 in the
comparable  1996 period.  Brokerage  expenses  (including all fixed and variable
expenses)  decreased by $587,000,  or 53%, from  $1,113,000 in the quarter ended
March 31, 1996, to $526,000 in the quarter  ended March 31, 1997.  Net brokerage
income of  $262,000  for the three  months  ended  March 31,  1997  reflected  a
$274,000  decrease  from  $536,000 for the same period in 1996.  The decrease in
brokerage  revenue and expenses was due to the closing of the New York office of
T. R. Winston & Company,  Inc.  ("Winston")  on March 31, 1996.  For  additional
information  on  Winston,  see  Note  2  of  Notes  to  Consolidated   Financial
Statements.



<PAGE>



     Net investing  gains  (losses) were  ($481,000)  and $520,000 for the three
months ended March 31, 1997 and 1996,  respectively.  For the three months ended
March 31, 1997, net realized gains were $125,000 and net unrealized  losses were
$606,000.  For the comparable  period in 1996, net investing gains were composed
of realized  gains of $172,000 and unrealized  gains of $348,000.  The change in
net investing  gains (losses) was due  principally to a decline in the valuation
of selected securities owned in the first quarter of 1997.

     Interest, dividend and other income was $198,000 and $379,000 for the three
months  ended March 31,  1997,  and 1996  respectively.  The decrease was due to
lower interest income,  which was the result of lower investable balances of the
Company's cash equivalents and lower customer balances at the clearing broker.

     General and  administrative  expenses  were  $505,000  and $801,000 for the
three months ended March 31, 1997 and 1996, respectively.  The decrease from the
first  quarter of 1996 to the first  quarter of 1997 was the result of decreased
costs  related to the  closing  of  Winston's  New York  office.  The  principal
reductions in general and administrative  expenses were lower personnel expenses
of $89,000  (due to a lower  headcount)  and lower  occupancy  and  depreciation
expenses of  $164,000.  Other  general and  administrative  expenses  (including
postage, supplies and office services) decreased by $43,000.


<PAGE>



PART II - OTHER INFORMATION
---------------------------

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

     (a)  Exhibits

     (27).     Financial Data Schedule for the three months ended
               March 31, 1997.

     (b)       Reports on Form 8-K

                    No reports on Form 8-K were filed during the
                    quarter for which this report is being filed.


<PAGE>





                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                             KENT FINANCIAL SERVICES, INC.




Dated:  May 5, 1997                          By:   /s/ John W. Galuchie, Jr.
                                                   -----------------------------
                                                   John W. Galuchie, Jr.
                                                   Vice President