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:    June 30, 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 July 31, 1997, the issuer had 1,025,570 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)


                                                                     June 30,
                                                                       1997
                                                                    ----------

<S>                                                                 <C>
Cash and cash equivalents                                            $ 8,369
U.S. Treasury securities, at cost,
  which approximates market                                              136
Securities owned                                                       4,610
Net receivable from clearing agent                                       270
Property and equipment:
     Land and building                                                 1,440
     Office furniture and equipment                                      216
                                                                     -------
                                                                       1,656
     Accumulated depreciation                                       (    400)
                                                                     -------
     Net property and equipment                                        1,256
                                                                     -------
Other assets                                                             152
                                                                     -------
          Total assets                                               $14,793
                                                                     =======


</TABLE>







          See accompanying notes to consolidated financial statements.



<PAGE>




                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                   (UNAUDITED)

                                 ($000 Omitted)

<TABLE>

                                                                     June 30,
                                                                       1997
                                                                    ----------
<S>                                                                 <C>
Liabilities:
   Accounts payable                                                  $   144
   Accrued expenses                                                      972
   Long-term debt                                                        533
   Accrual for discontinued operations                                   453
                                                                     -------
     Total liabilities                                                 2,102
                                                                     -------

Stockholders' equity:
   Preferred stock without par value, 500,000                              -
     shares authorized; none issued
   Common stock, $.10 par value, 4,000,000
     shares authorized; 1,029,820 outstanding                            103
   Additional paid-in capital                                         15,314
   Accumulated deficit                                              (  2,726)
                                                                     -------
     Total stockholders' equity                                       12,691
                                                                     -------
     Total liabilities and stockholders' equity                      $14,793
                                                                     =======


</TABLE>



          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)


<TABLE>
                                                             Three Months Ended
                                                                  June 30,
                                                           ------------------------
                                                            1997               1996
                                                           ------             ------

<S>                                                       <C>                 <C> 
Revenues:
     Brokerage commissions and fees                        $  350              $  969
     Principal transactions:
          Trading                                             420                 561
          Investing gains (losses)                        (    91)                532
     Interest, dividends and other                            222                 403
                                                           ------              ------
                                                              901               2,465
                                                           ------              ------

Expenses:
     Brokerage                                                530               1,083
     General, administrative and other                        456                 691
     Interest                                                  73                  23
                                                           ------              ------
                                                            1,059               1,797
                                                           ------              ------

Earnings (loss) before income taxes                       (   158)                668
Provision (benefit) for income taxes                      (    18)                171
                                                           ------              ------
Net earnings (loss)                                       ($  140)             $  497
                                                           ======              ======

Net earnings (loss) per common share                      ($  .14)             $  .47
                                                           ======              ======


Weighted average number of common
  shares outstanding (in 000's)                             1,031               1,050
                                                           ======              ======


</TABLE>

          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)

<TABLE>

                                                             Six Months Ended
                                                                 June 30,
                                                          ------------------------
                                                           1997               1996
                                                          ------             ------
<S>                                                      <C>                 <C>
Revenues:
     Brokerage commissions and fees                       $  773             $1,915
     Principal transactions:
          Trading                                            785              1,264
          Investing gains (losses)                       (   572)             1,052
     Interest, dividends and other                           420                782
                                                          ------             ------
                                                           1,406              5,013
                                                          ------             ------

Expenses:
     Brokerage                                             1,056              2,195
     General, administrative and other                       961              1,492
     Interest                                                125                147
                                                          ------             ------
                                                           2,142              3,834
                                                          ------             ------

Earnings (loss) before income taxes                      (   736)             1,179
Provision (benefit) for income taxes                     (    65)               286
                                                          ------             ------
Net earnings (loss)                                      ($  671)            $  893
                                                          ======             ======

Net earnings (loss) per common share                     ($  .65)            $  .85
                                                          ======             ======

Weighted average number of common
  shares outstanding (in 000's)                            1,037              1,051
                                                          ======             ======


</TABLE>


          See accompanying notes to consolidated financial statements.




<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                 ($000 Omitted)

<TABLE>

                                                             Six Months Ended
                                                                 June 30,
                                                          ------------------------
                                                          1997                1996
                                                         ------              ------
<S>                                                     <C>                 <C>
Cash flows from operating activities:
     Net earnings (loss)                                ($  671)             $  893
     Adjustments:
          Depreciation and amortization                      30                  96
          Unrealized (gains) losses on
            securities owned                                586             (   730)
          Change in securities owned
            and U.S. Treasury securities                  2,307             (   803)
          Change in net receivable from
            clearing broker-dealer                      (   462)                116
          Change in accounts payable and
            accrued expenses                            (   342)                 44
          Other, net                                    (    35)                 20
                                                         ------              ------
          Net cash provided by (used in)
            operating activities                          1,413             (   364)
                                                         ------              ------


Cash flows from investing activities:
     Sale (purchase) of equipment, net                  (    16)                 34
     Other, net                                               -                  78
                                                         ------              ------
          Net cash provided by
            (used in) investing activities              (    16)                112
                                                         ------              ------


Cash flows from financing activities:
     Purchase of common stock                           (   121)            (    17)
     Payments on debt                                   (    16)            (     8)
     Other                                                    -             (    12)
                                                         ------              ------
          Net cash used in financing
            activities                                  (   137)            (    37)
                                                         ------              ------

Net increase (decrease) in cash and
  cash equivalents                                        1,260             (   289)
Cash and cash equivalents at
  beginning of period                                     7,109               8,259
                                                         ------              ------
Cash and cash equivalents at end of
  period                                                 $8,369              $7,970
                                                         ======              ======

Supplemental disclosure of cash flow information:
     Cash paid for:
       Interest expense                                  $  125              $  147
                                                         ======              ======
       Taxes                                             $  142              $    1
                                                         ======              ======

</TABLE>


          See accompanying notes to consolidated financial statements.

                                                          

<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 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 June 30, 1997
and for the three and six month periods ended June 30, 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  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.

     The results of  operations  for the three and six month  periods ended June
30, 1997 and 1996 are not  necessarily  indicative of the results to be expected
for the entire 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.



<PAGE>



     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 $121,000.  At June 30, 1997, Winston had net capital, as defined, of
approximately $681,000 which was $560,000 in excess of the required minimum.


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

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

<TABLE>
<CAPTION>

                                                  
                          Market Value          Fair Value          Total
                        ----------------     ----------------      -------
<S>                          <C>                  <C>               <C>             
Equity
  securities:
     AVF                     $1,621               $2,732            $4,353
     Winston                     94                    -                94
     Other                       75                    -                75

Mutual funds                     88                    -                88
                             ------               ------            ------
       Total                 $1,878               $2,732            $4,610
                             ======               ======            ======


</TABLE>
                                                               

     The estimated  fair value of 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 (Loss) Per Common Share
     ------------------------------------

     Net  earnings  (loss) 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 $8.4 million,  U.S. Treasury securities with an original maturity of
over ninety days of $136,000,  and securities  owned of $4.6 million at June 30,
1997. See Note 3 of Notes to  Consolidated  Financial  Statements for additional
information  on  the  valuation  of  securities  owned.  Net  cash  provided  by
operations  was $1.4 million in the six months ended June 30, 1997 compared to a
net use of cash by operations of $364,000 in the comparable period of 1996. Cash
flow from operations  increased  principally from the change in securities owned
and U.S.  Treasury  securities  less the change in the net  receivable  from the
clearing broker,  accounts payable and all other accrued expenses. Net cash used
in financing  activities  of $137,000 for the six months ended June 30, 1997 was
principally  comprised  of the  purchase  of  Company  common  stock,  which was
subsequently  retired. The Company believes that its liquidity is sufficient for
future operations.


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

     The Company had a net loss of  $140,000,  or $.14 per share,  for the three
months ended June 30, 1997 compared to net income of $497,000 or $.47 per share,
for the comparable  quarter in 1996. For the six months ended June 30, 1997, the
net loss was $671,000, or $.65 per share, compared to net income of $893,000, or
$.85 per share, for the comparable period in the prior year.

     Total  brokerage  income  (consisting  of brokerage  commissions,  fees and
trading gains) for the three months ended June 30, 1997 was $770,000, a decrease
of approximately  $760,000,  or 49.7%,  from $1.5 million in the comparable 1996
period.  Total  brokerage  income was $1.6 million for the six months ended June
30,  1997, a decrease of $1.6 million or 51% from $3.2 million for the six month
period ended June 30, 1996. Brokerage expenses (including all fixed and variable
expenses)  decreased  by  $553,000,  or 51.1%,  from $1.1 million in the quarter
ended June 30, 1996,  to $530,000 for the three months ended June 30, 1997.  For
the six  months  ended  June 30,  1997,  brokerage  expenses  were $1.1  million
compared to $2.2 million for the comparable period in the prior year, a decrease
of $1.1 million or 51.9%.  Net brokerage income of $240,000 for the three months
ended June 30, 1997  decreased  from  $447,000  from the same period in 1996,  a
decrease of $207,000 or 46.3%. For the six month period ended June 30, 1997, net
brokerage  income was  $502,000,  compared to $984,000  for the six months ended
June 30, 1996, a decrease of $482,000, or 49%.



<PAGE>



     The decrease in total brokerage  income,  total  brokerage  expense and net
brokerage income was attributable to the closing of the New York office of T. R.
Winston & Company,  Inc.  ("Winston")  on March 31,  1996 and a decrease  in the
total number of brokers employed at Winston during 1997.

     Investing  losses were  $91,000 and  $572,000  for the three and six months
ended  June 30,  1997,  respectively,  compared  to gains of  $532,000  and $1.1
million,  respectively for the comparable periods in 1996.  Substantially all of
the  investing  losses in 1997 were  unrealized.  The decrease in net  investing
gains from the three and six month periods ended June 30, 1996 to the comparable
periods in 1997  reflected the decline in the  valuation of selected  securities
owned in 1997.  See Note 3 of Notes of  Consolidated  Financial  Statements  for
additional information on the valuation of securities owned.

     Interest, dividend and other income was $222,000 and $420,000 for the three
and six months  ended June 30,  1997,  respectively,  compared to  $403,000  and
$782,000 for the comparable  periods in the prior year.  Interest,  dividend and
other income decreased in the Second Quarter 1997 compared to the Second Quarter
1996 due principally to the sale of Winston's Pacific Stock Exchange seat in the
Second  Quarter 1996,  which  resulted in a gain of $100,000 and lower  interest
income resulting from lower customer balances at the clearing broker dealer.

     General and  administrative  expenses  were  $456,000  and $691,000 for the
quarters ended June 30, 1997 and 1996,  respectively,  a decrease of $235,000 or
34%.  For the six  month  periods  ended  June 30,  1997 and 1996,  general  and
administrative  expenses  were $1.0  million and $1.5  million  respectively,  a
decrease  of $531,000 or 35.6%.  The  decreases  for each of the periods in 1997
compared  to the same  periods in 1996 were the  result of lower  administrative
costs  related to the closing of  Winston's  New York  office,  as well as lower
overall transaction volume.

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise  and Related  Information",  which will be effective  for the Company
beginning  January 1, 1998.  SFAS No. 131 redefines  how operating  segments are
determined  and  requires  expanded  quantitative  and  qualitative  disclosures
relating to a company's  operating  segments.  The Company has not yet completed
its analysis of which operating segments it will report on. The Company does not
believe  the  adoption  of SFAS No. 131 will have a  material  impact on current
disclosures.

<PAGE>


PART II - OTHER INFORMATION

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

             (a)      Exhibits

                      27.  Financial Data Schedule for the six months ended June
                           30, 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 Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                             KENT FINANCIAL SERVICES, INC.


Dated:  August 14, 1997                      By:   /s/ Mark Koscinski
                                                   -----------------------------
                                                   Mark Koscinski
                                                   Vice President and
                                                   Principal Accounting Officer