SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  FORM 10-KSB/A

(Mark One)

/X/  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended SEPTEMBER 30, 1996

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

For the transition period from          to

                         Commission file number 0-24928

                           THE SOLOMON-PAGE GROUP LTD.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Delaware                                    51-0353012
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(State or other jurisdiction of               (IRS Employer Identification
 incorporation or organization                           Number)



              1140 Avenue of the Americas, New York, New York 10036
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             (Address of Principal Executive Offices)       (Zip Code)

       Registrant's telephone number, including area code: (212) 764-9200

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, par value $.001
                         Common Stock Purchase Warrants


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/   No / /

<PAGE>
         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /

         State the  issuer's  revenues  for its most  recent  fiscal  year:  The
issuer's revenues for the fiscal year ended September 30, 1996 were $17,165,836.

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant computed by reference to the price at which the stock was sold
on December 20, 1996 was approximately:  $6,459,100.  Solely for the purposes of
this  calculation,  shares held by directors and officers of the Registrant have
been  excluded.  Such  exclusion  should  not be  deemed a  determination  or an
admission by the Registrant that such  individuals  are, in fact,  affiliates of
the Registrant.

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common  stock,  as of the latest  practicable  date:  At December 20,
1996, there were outstanding  5,139,285 shares of the Registrant's Common Stock,
$.001 par value.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Certain portions of the  Registrant's  definitive proxy statement to be
filed  not  later  than  January  28,  1997  pursuant  to  Regulation   14A  are
incorporated  by  reference  in Items 9  through  12 of Part III of this  Annual
Report on Form 10-KSB.

         Transitional Small Business Disclosure Format (check one):

         Yes   / /       No    /X/



<PAGE>

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits
         --------

Exhibit
Number                          Exhibits
------                          --------

 3.1         (a)      Certificate   of   Incorporation,   as  amended,   of  The
                      Solomon-Page  Group Ltd.  (Incorporated  by  reference  to
                      Exhibit 3.1(a) to Registration Statement on Form SB-2, No.
                      33-81026)
             (b)      Certificate of Amendment to  Certificate of  Incorporation
                      of The Solomon- Page Group Ltd  (Incorporated by reference
                      to Exhibit 3.1(b) to Registration  Statement on Form SB-2,
                      No. 33-81026)
 3.2                  Amended and Restated By-Laws of the Company  (Incorporated
                      by reference to Exhibit 3 to the Company's  Current Report
                      on Form 8-K dated June 8, 1995)
 4.1                  Specimen  Common  Stock   Certificate   (Incorporated   by
                      reference to Exhibit 4.1 to Registration Statement on Form
                      SB-2, No. 33-81026)
 4.2                  Specimen Warrant  Certificates  (Incorporated by reference
                      to Exhibit 4.2 to Registration Statement on Form SB-2, No.
                      33-81026)
10.1                  1993 Long Term Incentive Plan  (Incorporated  by reference
                      to Exhibit  10.2 to  Registration  Statement on Form SB-2,
                      No. 33-81026)
10.2                  1995   Directors'   Stock   Option  Plan  of  the  Company
                      (Incorporated   by   reference  to  Exhibit  99.1  to  the
                      Company's Current Report on Form 8-K dated June 8, 1995)
10.3                  Employment  Agreement  dated June 14,  1993,  as  amended,
                      between the Company and Herbert Solomon  (Incorporated  by
                      reference  to Exhibit  10.3 to  Registration  Statement on
                      Form SB-2, No. 33-81026)
10.4                  Employment  Agreement  dated June 14,  1993,  as  amended,
                      between  the Company and Lloyd  Solomon  (Incorporated  by
                      reference  to Exhibit  10.4 to  Registration  Statement on
                      Form SB-2, No. 33-81026)
10.5                  Amendment  dated June 8, 1995 to that  certain  Employment
                      Agreement  dated as of June 14,  1993,  by and between the
                      Company and Lloyd  Solomon  (Incorporated  by reference to
                      Exhibit 99.4 to the Company's  Current  Report on Form 8-K
                      dated June 8, 1995)
10.6                  Employment  Agreement  dated June 14,  1993,  as  amended,
                      between  the  Company  and  Scott  Page  (Incorporated  by
                      reference  to Exhibit  10.5 to  Registration  Statement on
                      Form SB-2, No. 33-81026)
10.7                  Amendment  dated June 8, 1995 to that  certain  Employment
                      Agreement  dated as of June 14,  1993,  by and between the
                      Company  and Scott  Page  (Incorporated  by  reference  to
                      Exhibit 99.5 to the Company's  Current  Report on Form 8-K
                      dated June 8, 1995)
10.8                  1996 Stock Option Plan

<PAGE>

10.9                  Form of Indemnification  Agreement between the Company and
                      its officers and directors  (Incorporated  by reference to
                      Exhibit 10.13 to the Company's  Form 10-KSB for the fiscal
                      year ended September 30, 1995)
10.10                 Charter of the Audit  Committee  of the Board of Directors
                      of the Company  (Incorporated by reference to Exhibit 99.2
                      to the Company's  Current Report on Form 8-K dated June 8,
                      1995)
10.11                 The Company's Policy on Transactions in Company Securities
                      by Company Officers, Directors and Employees (Incorporated
                      by  reference  to Exhibit  99.3 to the  Company's  Current
                      Report on Form 8-K dated June 8, 1995)
 23                   Consent of Moore  Stephens  P.C.  dated  December  6, 1996
                      (Incorporated  by reference to Exhibit 23 to the Company's
                      Form 10-KSB for the fiscal year ended September 30, 1996).
 *27                  Financial Data Schedule

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*        Filed herewith.

(b)      Reports on Form 8-K

         None.

<PAGE>

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    THE SOLOMON-PAGE GROUP LTD.


Dated:   March 19, 1997             By: /s/ Eric M. Davis
                                        --------------------------------------
                                        Eric M. Davis
                                        Chief Financial Officer, Vice President
                                        Finance