U.S. 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, 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 July 31, 1999, the issuer had 1,898,600 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
                                     ASSETS
                                   (UNAUDITED)
                                 ($000 Omitted)

                                                                      June 30,
                                                                        1999
                                                                      --------
Assets
------

Cash and cash equivalents                                             $  5,738
Securities owned                                                         7,160
Receivable from clearing broker                                            404
Property and equipment:
     Land and building                                                   1,440
     Office furniture and equipment                                        260
                                                                      --------
                                                                         1,700
     Accumulated depreciation                                        (     500)
                                                                      --------
     Net property and equipment                                          1,200
                                                                      --------
Other assets                                                               405
                                                                      --------
          Total assets                                                $ 14,907
                                                                      ========

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


Liabilities:
   Accounts payable and accrued expenses                              $  1,349
   Mortgage payable                                                        469
   Discontinued operations                                                 363
                                                                      --------
          Total liabilities                                              2,181
                                                                      --------

Stockholders' equity:
   Preferred stock without par value, 500,000
     shares authorized; none outstanding                                     -
   Common stock, $.10 par value, 4,000,000
     shares authorized; 1,941,438 outstanding                              194
   Additional paid-in capital                                           14,807
   Accumulated deficit                                               (   2,275)
                                                                      --------
          Total stockholders' equity                                    12,726
                                                                      --------
          Total liabilities and stockholders' equity                  $ 14,907
                                                                      ========




          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
                                                                 June 30,
                                                            ------------------
                                                             1999        1998
                                                            ------      ------

Revenues:
    Brokerage commissions and fees                         $  450      $  491
    Principal transactions:
       Trading                                                227         138
       Investing gains                                         39         447
    Interest, dividends and other                             613         250
                                                           ------      ------
                                                            1,329       1,326
                                                           ------      ------

Expenses:
    Brokerage                                                 468         467
    General, administrative and other                         638         584
    Interest                                                   69          71
                                                           ------      ------
                                                            1,175       1,122
                                                           ------      ------

Earnings before income taxes                                  154         204
Provision for income taxes                                      4          93
                                                           ------      ------
Net earnings                                               $  150      $  111
                                                           ======      ======

Basic net earnings per
  common share                                             $  .08      $  .06
                                                           ======      ======

Diluted net earnings per
  common share                                             $  .08      $  .06
                                                           ======      ======

Weighted average number of common
  shares outstanding (in 000's)                             1,967       2,006
                                                           ======      ======




          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)



                                                              Six Months Ended
                                                                  June 30,
                                                              ----------------
                                                               1999      1998
                                                              ------    ------

Revenues:
     Brokerage commissions and fees                          $  949    $  878
     Principal transactions:
        Trading                                                 496       355
        Investing gains                                         494     1,567
     Underwriting and placement fees,
        net of related expenses                                   -       135
     Interest, dividends and other                              809       497
                                                             ------    ------
                                                              2,748     3,432
                                                             ------    ------

Expenses:
     Brokerage                                                  984       949
     General, administrative and other                        1,215     1,536
     Interest                                                   133       129
                                                             ------    ------
                                                              2,332     2,614
                                                             ------    ------

Earnings before income taxes                                    416       818
Provision for income taxes                                       18        53
                                                             ------    ------
Net earnings                                                 $  398    $  765
                                                             ======    ======

Basic net earnings per
  common share                                               $  .20    $  .38
                                                             ======    ======

Diluted net earnings per
  common share                                               $  .20    $  .38
                                                             ======    ======

Weighted average number of common
  shares outstanding (in 000's)                               1,969     2,014
                                                             ======    ======


          See accompanying notes to consolidated financial statements.




<PAGE>





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

                                                             Six Months Ended
                                                                 June 30,
                                                             ----------------
                                                              1999      1998
                                                             ------    ------

Cash flows from operating activities:
    Net earnings                                           $   398   $   765
    Adjustments:
      Depreciation and amortization                             27        24
      Change in unrealized (gains)
        losses on securities owned                        (    456) (    923)
      Change in securities owned
        and U.S. Treasury Securities                      (  3,069)    3,068
      Change in receivable from
        clearing broker                                        865  (    531)
      Change in accounts payable and
        accrued expenses                                       183       430
      Other, net                                          (    153) (     42)
                                                           -------   -------
      Net cash provided by (used in)
        operating activities                              (  2,205)    2,791
                                                           -------   -------

Cash flows from investing activities:
    Purchase of equipment                                 (     14) (     11)
    Net noncash assets of a previously
      consolidated subsidiary                                   27         -
    Net cash related to a previously
      consolidated subsidiary                             (     85)        -
                                                           -------   -------
      Net cash used in investing
        activities                                        (     72) (     11)
                                                           -------   -------

Cash flows from financing activities:
    Purchase of common stock                              (    193) (     83)
    Payments on debt                                      (      9) (     16)
                                                           -------   -------
      Net cash used in financing
        activities                                        (    202) (     99)
                                                           -------   -------
Net (decrease) increase in cash
    and cash equivalents                                  (  2,479)    2,681
Cash and cash equivalents at
  beginning of period                                        8,217     6,768
                                                           -------   -------

Cash and cash equivalents at end of
  period                                                   $ 5,738   $ 9,449
                                                           =======   =======


                     Consolidated Statements of Cash Flows
                             is Continued on Page 6



          See accompanying notes to consolidated financial statements.

<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CASH FLOWS, CONTINUED FROM PAGE 5
                                   (UNAUDITED)
                                 ($000 Omitted)


Supplemental disclosure of cash flow information:
      Cash paid for:
        Interest                                           $   133    $  129
                                                           =======    ======
        Taxes                                              $    28    $   24
                                                           =======    ======

Supplemental disclosure of non-cash transaction:

     During  the  quarter  ended  June 30,  1999,  the  previously  consolidated
subsidiary, T. R. Winston Capital, Inc., ("Wincap") issued stock to an unrelated
third party, resulting in a change of control. Net assets of Wincap consisted of
$168,000  including  $141,000 of cash at December  31, 1998.  Subsequent  to the
stock issuance, the Company withdrew $56,000 from Wincap.





                                   CONCLUDED









          See accompanying notes to consolidated financial statements.


<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 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 June 30, 1999
and for the three and six month periods ended June 30, 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 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, 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.

     On  May 7,  1999,  T.R.  Winston  Capital,  Inc.  ("Wincap")  a  previously
consolidated  subsidiary  of the Company,  issued  stock to an  unrelated  third
party,  resulting in a change of control.  The  financial  statements  presented
prior to that date include the accounts of Wincap  which was  consolidated  into
the Company.  Subsequently,  the Company  accounted  for Wincap using the equity
method to reflect its new ownership  percentage.

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

     The results of  operations  for the three and six month  periods ended June
30, 1999 and 1998 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



<PAGE>







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.  At
June 30, 1999, Winston had net capital, as defined,  of approximately  $626,000,
which was $525,000 in excess of the required minimum.

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

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

                            Marketable, at       Marketable, at
                             Market Value          Fair Value         Total
                            --------------       --------------       -----

Equity securities               $ 6,509              $ 600          $ 7,109
Mutual funds                         51                  -               51
                                -------              -----          -------
Total                           $ 6,560              $ 600          $ 7,160
                                =======              =====          =======

     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 judgement 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.    Sale of Subsidiary
      ------------------

     In July 1998,  Winston,  its then  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 were  effected  during May 1999  subsequent to
receiving NASD approval. No gain or loss was recorded on the transaction.



<PAGE>



     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.

     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.  Wincap is  currently  in the
process of amending its Membership Agreement with the NASD in order to enable it
to conduct its  planned  securities  business.  Approval  of this  amendment  is
pending.

5.    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 $5.7
million and securities owned of $7.2 million at June 30, 1999. Substantially all
securities  are owned by AVF. For  additional  information  on the  valuation of
securities owned see Note 3 of Notes to Consolidated Financial Statements.

     Net cash (used in) provided by operations was approximately  ($2.2) million
and  $2.8  million  in the six  month  periods  ended  June 30,  1999 and  1998,
respectively.  Cash flows from operations for the six months ended June 30, 1999
decreased from the comparable  period in 1998  principally  from the increase in
securities owned.

     Net cash used in investing activities increased during 1999 due to the sale
of  Winston's  subsidiary  as  discussed  in  Note 4 of  Notes  to  Consolidated
Financial Statements.

     Net cash used in financing  activities  of $202,000 and $99,000 for the six
month periods ended June 30, 1999 and 1998,  respectively,  resulted principally
from the Company's purchase and retirement of its common stock and the continued
payments on the  mortgage  loan  collateralized  by the  Company's  headquarters
facility.  The loan matures in September  1999. The Company intends to refinance
the loan before the maturity  date.  The Company  believes that its liquidity is
sufficient for future operations.


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

     The Company had net income of $150,000,  or $.08 basic and diluted earnings
per share,  for the three months  ended June 30, 1999  compared to net income of
$111,000  or $.06  basic and  diluted  earnings  per share,  for the  comparable
quarter in 1998. For the six months ended June 30, 1999, net income was $398,000
or $.20 basic and diluted earnings per share, compared to net income of $765,000
or $.38 basic earnings 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,  1999 was  $677,000,  an
increase of $48,000,  or 8%, from approximately  $629,000 in the comparable 1998
period.  Total brokerage income was $1,445,000 for the six months ended June 30,
1999,  an increase  of $77,000 or 6% from  $1,368,000  for the six month  period
ended June 30, 1998.  Included in brokerage income for the six months ended June


<PAGE>



30, 1998 was net  underwriting  fees of $135,000 that were earned from a private
placement of debt for a publically-traded  company in the first quarter of 1998.
Brokerage  expenses  (including  all fixed and variable  expenses)  increased by
$1,000,  from  $467,000 in the quarter  ended June 30, 1998, to $468,000 for the
quarter ended June 30, 1999.  For the six months ended June 30, 1999,  brokerage
expenses were  $984,000  compared to $949,000 for the  comparable  period in the
prior year, an increase of $35,000 or 4%. Net  brokerage  income of $209,000 for
the three months ended June 30, 1999 increased from $162,000 for the same period
in 1998,  an increase of $47,000 or 29%. For the six month period ended June 30,
1999, net brokerage income was $461,000, compared to $419,000 for the six months
ended June 30, 1998, an increase of $42,000 or 10%.

     Net investing  gains were $39,000 and $494,000 for the three and six months
ended June 30, 1999,  respectively,  compared to net investing gains of $447,000
and $1,567,000 for the comparable periods in 1998. The decrease in net investing
gains from the three and six month periods ended June 30, 1998 to the comparable
periods in 1999  reflected the gain on sale in 1998 of a  significant  amount of
securities owned.

     Interest,  dividends  and other  income was  $613,000  and $809,000 for the
three and six months ended June 30, 1999, respectively, compared to $250,000 and
$497,000 for the three and six months ended June 30,  1998,  respectively.  This
increase was a result of an extraordinary  dividend  received by AVF from one of
its portfolio  investments  offset by a decrease in interest earned due to lower
invested  balances and lower available  rates.

     General and  administrative  expenses  were  $638,000  and $584,000 for the
quarters ended June 30, 1999 and 1998,  respectively,  an increase of $54,000 or
9%. The  increase in general and  administrative  expense for the quarter  ended
June 30, 1999 versus the quarter ended June 30, 1998 was due  principally  to an
increase in compensation accruals and various other administrative expenses.

     For the six  month  periods  ended  June 30,  1999 and  1998,  general  and
administrative expenses were $1,215,000 and $1,536,000 respectively,  a decrease
of  $321,000  or 21%.  This  decrease  for the six months  ended  June 30,  1999
compared to the same period in 1998 is principally  due to the following  items:
(i)  $130,000  provision  for start up costs of a  subsidiary  that will provide




<PAGE>




telephone  services  in the New England  region  during the 1998  period;  (ii)
$35,000  decrease in  employee bonus accruals;  (iii) $40,000  decrease in legal
expenses; (iv) $60,000 decrease 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 during the 1998 period.


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. The Company's  critical  systems were completed  during
May 1999 and all systems will be Year 2000 ready by October 31,  1999,  which is
prior to any  anticipated  effect on its  operating  systems.  The  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 six months ended June 30, 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:   August 13, 1999                         By: /s/ Mark Koscinski
                                                     ---------------------------
                                                     Mark Koscinski
                                                     Vice President