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, 1998

                                       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,  1998,  the issuer had  1,003,957  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,
                                                                 1998
                                                              -----------

<S>                                                           <C>
Cash and cash equivalents                                      $ 9,124
U.S. Treasury Securities                                         1,366
Securities owned                                                 2,940
Receivable from clearing broker                                  1,053
Property and equipment:
     Land and building                                           1,440
     Office furniture and equipment                                237
                                                               -------
                                                                 1,677
     Accumulated depreciation                                 (    435)
                                                               -------
     Net property and equipment                                  1,242
                                                               -------
Other assets                                                       237
                                                               -------
          Total assets                                         $15,962
                                                               =======


</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,
                                                              1998
                                                           -----------
<S>                                                         <C>
Liabilities:
   Securities sold, not yet purchased                        $ 1,009
   Accounts payable and accrued expenses                       1,302
   Long-term debt                                                510
   Discontinued operations                                       408
                                                             -------
          Total liabilities                                    3,229
                                                             -------

Stockholders' equity:
   Preferred stock without par value, 500,000
     shares authorized; none outstanding                           -
   Common stock, $.10 par value, 4,000,000
     shares authorized; 1,006,783 outstanding                    101
   Additional paid-in capital                                 15,183
   Accumulated deficit                                      (  2,551)
                                                             -------
          Total stockholders' equity                          12,733
                                                             -------
          Total liabilities and stockholders' equity         $15,962
                                                             =======



</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,
                                                      -------------------------
                                                       1998               1997
                                                      ------             ------
<S>                                                  <C>                <C>
Revenues:
     Brokerage commissions and fees                   $  522             $  423
     Principal transactions:
        Trading                                          217                365
        Investing gains (losses)                       1,120            (   481)
     Interest, dividends and other                       247                198
                                                      ------             ------
                                                       2,106                505
                                                      ------             ------

Expenses:
     Brokerage                                           482                526
     General, administrative and other                   952                505
     Interest                                             58                 52
                                                      ------             ------
                                                       1,492              1,083
                                                      ------             ------

Earnings (loss) before income taxes                      614            (   578)
Provision (benefit) for income taxes                 (    40)           (    47)
                                                      ------             ------
Net earnings (loss)                                   $  654            ($  531)
                                                      ======             ======

Basic net earnings (loss) per common share            $  .65            ($  .51)
                                                      ======             ======

Diluted net earnings (loss) per common
  share                                               $  .64            ($  .51)
                                                      ======             ======

Weighted average number of common
  shares outstanding (in 000's)                        1,011              1,043
                                                      ======             ======


</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,
                                                    ----------------------------
                                                     1998                  1997
                                                    ------                ------
<S>                                                <C>                  <C>
Cash flows from operating activities:
     Net earnings (loss)                            $  654              ($  531)
     Adjustments:
        Depreciation and amortization                   12                    8
        Change in unrealized (gains)
           losses on securities owned              ( 1,099)                 606
        Change in securities owned
           and U.S. Treasury securities              3,493                1,140
        Change in receivable from
           clearing broker                         (   837)             (   901)
        Change in accounts payable and
           accrued expenses                            178              (   122)
        Change in income taxes payable             (    39)             (   225)
        Other, net                                      38              (    33)
                                                    ------               ------

        Net cash provided by
           (used in) operating activities            2,400              (    58)
                                                    ------               ------

Cash flows from investing activities:
     Purchase of property and equipment                  -              (     7)
     Other                                               -              (    10)
                                                    ------               ------
        Net cash used in investing 
           activities                                    -              (    17)
                                                    ------               ------

Cash flows from financing activities:
     Purchase of common stock                      (    36)             (    36)
     Payments on debt                              (     8)             (     8)
                                                    ------               ------
        Net cash used in financing
           activities                              (    44)             (    44)
                                                    ------               ------
Net increase (decrease) in cash
  and cash equivalents                               2,356              (   119)
Cash and cash equivalents at
  beginning of period                                6,768                7,109
                                                    ------               ------

Cash and cash equivalents at end of
  period                                            $9,124               $6,990
                                                    ======               ======


Supplemental disclosure of cash flow 
  information:
     Cash paid for:
        Interest expense                            $   58               $   52
                                                    ======               ======
        Taxes                                       $   11               $  190
                                                    ======               ======


</TABLE>

          See accompanying notes to consolidated financial statements.

                                                          

<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1998 AND 1997

                                   (Unaudited)



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

     The  accompanying  unaudited  consolidated  financial  statements  of  Kent
Financial  Services,  Inc. and subsidiaries (the "Company") as of March 31, 1998
and for the three  month  periods  ended  March 31,  1998 and 1997  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, 1997 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.

     Prior years financial  statements have been  reclassified to conform to the
current year's presentation.

     The results of operations  for the three month periods ended March 31, 1998
and 1997 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

                                                          

<PAGE>



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.  At
March 31, 1998, Winston had net capital, as defined, of approximately  $639,000,
which was $531,000 in excess of the required minimum.


3.   Securities Owned and Securities Sold, Not Yet Purchased
     -------------------------------------------------------

     Substantially all securities are  owned by AVF and consist of the following
($000's omitted):
<TABLE>
<CAPTION>


                             Marketable, at       Marketable, at
                             Market Value           Fair Value           Total
                            ----------------     ----------------      ---------
<S>                             <C>                 <C>                 <C>   
Equity securities               $2,534              $  326              $2,860
Mutual funds                        80                   -                  80
                                ------              ------              ------
  Total                         $2,614              $  326              $2,940
                                ======              ======              ======

</TABLE>


     Subsequent to quarter-end,  the Company sold the securities owned valued at
fair  value  for a gain of  approximately  $280,000.  Securities  sold,  not yet
purchased consist of equity securities carried at market value.


4.   Net Earnings (Loss) Per Common Share
     ------------------------------------

     Net  earnings  (loss) per common share is  calculated  in  accordance  with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
No. 128") and is based on the  weighted  average  number of shares  outstanding.
Diluted  earnings per share includes the assumed  conversion of shares  issuable
upon  exercise of options  where  appropriate.  Prior years'  earnings per share
information has been restated to comply with the requirements of SFAS No. 128.


<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  consolidated  cash and
cash equivalents  (U.S.  Treasury bills with an original maturity of ninety days
or less) of $9.1 million and U.S. Treasury  Securities with an original maturity
greater than 90 days and securities owned of $4.3 million at March 31, 1998. See
Note 3 of Notes to Consolidated  Financial Statements for additional information
on the valuation of securities owned.

     Net cash provided by operations  was $2.4 million in the three months ended
March 31,  1998  compared to a net use of cash by  operations  of $58,000 in the
comparable  period of 1997. Cash flow from operations for the three months ended
March 31, 1998 increased from the comparable period in 1997 principally from the
change in  securities  owned and U.S.  Treasury  securities  less the  change in
unrealized gains on securities owned and the results of operations.

     Net cash used in  financing  activities  of  $44,000  for both of the three
month  periods  ended March 31, 1998 and 1997 was  principally  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.


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

     The Company had net income of $654,000,  or $.65 basic  earnings per share,
for the three months ended March 31, 1998  compared to a net loss of $531,000 or
$.51 basic loss per share, for the comparable  quarter in 1997. Diluted earnings
(loss) per share were $.64 and ($.51) for the  quarters ended March 31, 1998 and
1997, respectively.

     Total  brokerage  income  (consisting  of brokerage  commissions,  fees and
trading  gains)  for the three  months  ended  March 31,  1998 was  $739,000,  a
decrease of $49,000,  or 6%, from approximately  $788,000 in the comparable 1997
period. Brokerage expenses (including all fixed and variable expenses) decreased
by $44,000,  or 8%,  from  $526,000 in the  quarter  ended  March 31,  1997,  to
$482,000  for the three months ended March 31,  1998.  Net  brokerage  income of
$257,000 for the three months ended March 31, 1998 decreased from $262,000 from
the same period in 1997, a decrease of $5,000 or 2%.


<PAGE>



     The decrease in total brokerage  income,  total  brokerage  expense and net
brokerage income for the quarter ended March 31, 1998 compared to the comparable
quarter of 1997 was due to a decrease in the total number of brokers employed at
T. R.  Winston &  Company,  Inc.  ("Winston")  in 1998  compared  to 1997.  This
decrease  was  partially  offset by net  commissions  earned of $135,000  from a
private  placement of debt for a publically  traded company in the first quarter
of 1998.

     Net investing  gains were  $1,120,000  for the three months ended March 31,
1998,  compared to a net investing loss of $481,000 for the comparable period in
1997.  The increase in net  investing  gains from the three month  period  ended
March  31,  1997 to the  comparable  period   in 1998  reflected  the  sale of a
significant amount of securities owned in 1998.  Securities owned decreased from
$5.7 million at December 31, 1997 to $2.9 million at March 31, 1998.

     Interest and dividend  income was $224,000 for the three months ended March
31, 1998,  compared to $175,000 for the three month period ended March 31, 1997.
This  increase was a result of higher  invested  balances due to the  previously
discussed sale of marketable  securities.  Other income was $23,000 for both the
three month periods ended March 31, 1998 and 1997.

     General and  administrative  expenses  were  $952,000  and $505,000 for the
quarters ended March 31, 1998 and 1997, respectively, an increase of $447,000 or
89%.  This increase is  principally  due to the  following  items:  (i) $130,000
provision  for  start up costs  of a  subsidiary  that  will  provide  telephone
services in the New England  region,  (ii) $100,000  increase in employee  bonus
accruals,  (iii) $75,000 for legal expenses,  (iv) $60,000  increase in business
development  expenses and (v) $50,000 in expenses  incurred in connection with a
proxy solicitation in one of the securities owned by the Company.


<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, 1998.

     (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 14, 1998                             By: /s/ Mark Koscinski
                                                     ---------------------
                                                     Mark Koscinski
                                                     Vice President