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, 1999  

                                       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, 1999,  the issuer had 1,971,496  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



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                 ($000 Omitted)


                                                                   March 31,
                                                                     1999
                                                                   ---------
Assets
------

Cash and cash equivalents                                           $ 6,021
Securities owned                                                      6,911
Receivable from clearing broker                                         494
Property and equipment:
         Land and building                                            1,440
         Office furniture and equipment                                 256
                                                                    -------
                                                                      1,696
         Accumulated depreciation                                  (    486)
                                                                    -------
         Net property and equipment                                   1,210
                                                                    -------
Other assets                                                            211
                                                                    -------
                  Total assets                                      $14,847
                                                                    =======

Liabilities and Stockholders' Equity
------------------------------------

Liabilities:
   Accounts payable and accrued expenses                            $ 1,246
   Mortgage note payable                                                469
   Accrual for discontinued operations                                  363
                                                                    -------
                  Total liabilities                                   2,078
                                                                    -------

Stockholders' equity:
   Preferred stock without par value, 500,000
     shares authorized; none outstanding                                  -
   Common stock, $.10 par value, 4,000,000
     shares authorized; 1,991,658 outstanding                           199
   Additional paid-in capital                                        14,995
   Accumulated deficit                                             (  2,425)
                                                                    -------
                  Total stockholders' equity                         12,769
                                                                    -------
                  Total liabilities and stockholders' equity        $14,847
                                                                    =======





          See accompanying notes to consolidated financial statements.


<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      ($000 Omitted, except per share data)



                                                           Three Months Ended
                                                               March 31, 
                                                          -------------------   
                                                           1999        1998 
                                                          ------      ------

Revenues:
    Brokerage commissions                                 $  499      $  387
    Principal transactions:
      Trading                                                269         217
      Investing gains                                        455       1,120
    Underwriting and placement fees,
      net of related expenses                                  -         135
    Interest, dividends and other                            196         247
                                                          ------      ------
                                                           1,419       2,106
                                                          ------      ------

Expenses:
    Brokerage                                                516         482
    General, administrative and other                        577         952
    Interest                                                  64          58
                                                          ------      ------
                                                           1,157       1,492
                                                          ------      ------

Earnings before income taxes                                 262         614
Provision (benefit) for income taxes                          14     (    40)
                                                          ------      ------
Net earnings                                              $  248      $  654
                                                          ======      ======

Basic net earnings per common share                       $  .12      $  .32
                                                          ======      ======

Diluted net earnings per common
  share                                                   $  .12      $  .32
                                                          ======      ======

Weighted average number of common
  shares outstanding (in 000's)                            1,992       2,022
                                                          ======      ======




          See accompanying notes to consolidated financial statements.


<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 ($000 Omitted)

                                                         Three Months Ended
                                                             March 31,      
                                                         ------------------
                                                         1999          1998 
                                                        ------       ------

Cash flows from operating activities:
        Net earnings                                    $  248       $  654
        Adjustments:
          Depreciation and amortization                     12           12
          Change in unrealized gains
             on securities owned                       (    46)     ( 1,099)
          Change in securities owned
             and U.S. Treasury securities              ( 3,230)       3,493
          Change in receivable from
             clearing broker                               775      (   837)
          Change in accounts payable and
             accrued expenses                               84          139
          Other, net                                   (    21)          38
                                                        ------       ------
          Net cash (used in) provided by
            operating activities                       ( 2,178)       2,400
                                                        ------       ------

Cash flows from investing activities-
        Purchase of office equipment                   (     8)           -
                                                        ------       ------

Cash flows from financing activities:
        Purchase of common stock                       (     1)     (    36)
        Payments on debt                               (     9)     (     8)
                                                        ------       ------
          Net cash used in financing
             activities                                (    10)     (    44)
                                                        ------       ------

Net (decrease) increase in cash
  and cash equivalents                                 ( 2,196)       2,356
Cash and cash equivalents at
  beginning of period                                    8,217        6,768
                                                        ------       ------

Cash and cash equivalents at end of
  period                                                $6,021       $9,124
                                                        ======       ======

Supplemental disclosure of cash flow information:
        Cash paid for:
          Interest                                      $   64       $   58
                                                        ======       ======
          Taxes                                         $   12       $   11
                                                        ======       ======


          See accompanying notes to consolidated financial statements.



<PAGE>
                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1999 AND 1998
                                   (UNAUDITED)



1.   Basis of Presentation
     ---------------------

The accompanying  unaudited  consolidated financial statements of Kent Financial
Services, Inc. and subsidiaries (the "Company") as of March 31, 1999 and for the
three  month  periods  ended  March  31,  1999 and  1998  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  consolidated  financial  statements and notes thereto
included  in the  Company's  Annual  Report on Form  10-KSB  for the  year ended
December 31, 1998, as filed with the Securities and Exchange Commission.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Certain  reclassifications  have  been  made  to  the  prior   years'  financial
statements to conform to the current year's presentation.

The results of  operations  for the three month periods ended March 31, 1999 and
1998 are not necessarily indicative of the results to be expected for the entire
year or for any other period.


<PAGE>



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 pursuant to 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.  At March 31,
1999, Winston had net capital, as defined, of approximately $499,000,  which was
$393,000 in excess of the required minimum.

3.  Pending Sale of Subsidiary
    --------------------------

On July 30, 1998,  Winston,  its wholly-owned  subsidiary T. R. Winston Capital,
Inc.  ("Wincap"),  and an unrelated third party ("Third Party"),  entered into a
stock  purchase  agreement  ("Agreement").  The Agreement  provides  among other
things, for the Third Party to contribute to the capital of Wincap,  $800,000 in
return for an 80%  ownership  interest  and an officer of Wincap and  Winston to
receive a 10% ownership interest. The closing of the Agreement and the resultant
change in  control  are  subject to NASD  approval  which is  anticipated  to be
received in the second quarter of 1999.

A condition of the Agreement is that the Third Party and two officers of Winston
enter into an investment advisory agreement  ("Advisory  Agreement").  Under the
Advisory  Agreement,  the Third Party has committed to provide no less than $4.7
million  of  assets  to be  managed  by the two  officers  as  long  as  certain
performance criteria are met.

If the Agreement is closed, Winston has agreed to provide management services to
Wincap.  These services will consist of all services necessary for the operation
of Wincap's  securities  business.  Winston will receive as compensation for the
services, 60% of Wincap's gross commissions as defined in the Agreement.


<PAGE>



4.   Segment Reporting
     -----------------

The Company has evaluated the requirements of Statement of Financial  Accounting
Standards  No. 131  "Disclosures  about  Segments of an  Enterprise  and Related
Information"  ("SFAS  No.  131")  and  has  determined  that it  does  not  have
reportable  operating segments as defined.  The Company conducts stock brokerage
and investment banking activities through its wholly-owned  subsidiaries Winston
and  AVF,  as  described   in  Note  2  of   Notes  to   Consolidated  Financial
Statements.  These  wholly-owned  subsidiaries  do not have  individual  segment
managers or discrete  financial  data used to allocate  resources  as defined by
SFAS No. 131.



<PAGE>



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


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

     Kent Financial Services, Inc. (the "Company") had cash and cash equivalents
(U.S.  Treasury bills with an original  maturity of ninety days or less) of $6.0
million and  securities  owned of $6.9 million at March 31, 1999.  Substantially
all  securities  are owned by AVF and  consist  of equity  securities  valued at
market value.

     Net cash used in  operations  was $2.2  million in the three  months  ended
March 31, 1999  compared to net cash  provided by  operations of $2.4 million in
the comparable  period of 1998.  Cash flows from operations for the three months
ended March 31, 1999 decreased from the  comparable  period in 1998  principally
from the change in securities owned and U.S. Treasury  securities and the change
in the receivable from clearing broker.  The decrease in net income in the first
quarter of 1999  compared  to the first  quarter of 1998 was more than offset by
the  change in  unrealized  gains on  securities  owned  over the same  periods.
Unrealized  gains on securities  owned are included in the results of operations
but do not generate cash flows from operations.

     Net cash used in financing  activities  of $10,000 and $44,000 in the three
month periods ended March 31, 1999 and 1998, respectively,  was comprised of the
purchase of Company common stock, which was subsequently  retired,  and payments
on the mortgage loan collateralized by the Company's  headquarters building. The
Company believes that its liquidity is sufficient for future operations.


Results of Operations
---------------------

     The Company had net income of $248,000,  or $.12 basic and diluted earnings
per share,  for the three months ended March 31, 1999  compared to net income of
$654,000  or $.32  basic and  diluted  earnings  per share,  for the  comparable
quarter in 1998.

     Total  brokerage  income  (consisting  of brokerage  commissions,  fees and
trading  gains) for the three  months  ended  March 31,  1999 was  $768,000,  an
increase of $29,000,  or 4%, from approximately  $739,000 in the comparable 1998
period. Brokerage expenses (including all fixed and variable expenses) increased
by $34,000,  or 7%,  from  $482,000 in the  quarter  ended  March 31,  1998,  to
$516,000  for the three  months ended March 31,  1999.  Net  brokerage income of
$252,000 for the three months ended March 31, 1999  decreased from $257,000 from
the same period in 1998, a decrease of $5,000 or 2%.


<PAGE>



     The increase in brokerage  commission  income,  principal trading gains and
total  brokerage  expense for the quarter  ended March 31, 1999  compared to the
comparable quarter of 1998 was due to increased activity of the brokers employed
at T. R. Winston & Company,  Inc. Net underwriting  fees of $135,000 were earned
from a private  placement of debt for a publically  traded  company in the first
quarter of 1998.

     Net  investing  gains were  $455,000  for the three  months ended March 31,
1999, compared to net investing gains of $1,120,000 for the comparable period in
1998.  The  decrease in net  investing  gains from the three month  period ended
March  31,  1998 to the  comparable  period  in  1999  reflected  the  sale of a
significant  amount of securities  owned in the first  quarter of 1998,  and the
change in investment portfolio composition.

     Interest, dividend and other income was $196,000 for the three months ended
March 31, 1999,  compared to $247,000 for the three months ended March 31, 1998.
This decrease was a result of lower interest  rates and lower invested  balances
of the Company's cash equivalents.

     General,  administrative  and other expenses were $577,000 and $952,000 for
the quarters ended March 31, 1999 and 1998, respectively, a decrease of $375,000
or 39%. This decrease is principally due to the following  expenses  incurred in
the first  quarter 1998:  (i) $130,000  provision  for start-up  costs  directly
expensed of a subsidiary that provides  telephone  services  in  the New England
region, (ii) $75,000 for legal expenses,  (iii) $60,000 in business  development
expenses  and (iv)  $50,000 in  expenses  incurred  in  connection  with a proxy
solicitation in one of the securities owned by the Company.

Year 2000 Matters
-----------------

     The Year 2000 Issue is the result of computer  programs being written using
two digits rather than four to define the applicable  year. Any of the Company's
computer programs that have time-sensitive  software  may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things, a temporary inability to process transactions or engage in similar
normal business activities.

     Management  has  determined   that  the  Year  2000  Issue  will  not  pose
significant operational problems for its internal computer systems. Management's
Year 2000 Plan addresses aspects of: Assessment which was completed during 1998;
Implementation  which  will be  completed  during  the  third  Quarter  of 1999;
Staffing;  Testing; and Contingency Planning. To date the Company is on schedule
with its Year 2000 Plan with the  anticipated  completion date for the Company's
critical  systems of May 1999 and all systems  being  Year 2000 ready by October
31, 1999, which is prior to any anticipated effect on its operating systems. The

<PAGE>

Company  has replaced  certain  systems  that were not  Year 2000  compliant and
is in the process of converting others to properly  recognize the Year 2000. The
Company  will  utilize  external  resources  to  reprogram or replace,  and test
the software for Year 2000 modifications.  Due to the critical relationship with
the  Company's  clearing  broker,  the Company has  developed a plan to test the
transaction  and other data  provided by the clearing  broker after any required
revisions to its software.  However,  there can be no guarantee that the systems
of the clearing broker and other  companies on which the Company's  systems rely
will be timely  converted  and will not have an adverse  effect on the Company's
systems. The total cost of the Year 2000 Plan is not expected to be material and
will be funded though operating cash flows and will be expensed as incurred.

     The costs of the project and the date on which the Company believes it will
complete the Year 2000  modifications  are based on management's best estimates,
which were derived utilizing  numerous  assumptions of future events,  including
the continued availability of certain resources, third party modifications plans
and other factors.  However, there can be no guarantee that these estimates will
be achieved and actual results could differ materially from those anticipated.


<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, 1999.

         (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 4, 1999                              By: /s/ Mark Koscinski     
                                                      -------------------------
                                                      Mark Koscinski
                                                      Vice President