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, 1997
                          ------------------

/ /  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
-------------------------------                 --------------------------------
(State or other jurisdiction of                   (IRS Employer Identification
 incorporation or organization                              Number)



              1140 Avenue of the Americas, New York, New York 10036
--------------------------------------------------------------------------------
           (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.  /X/

                  State the issuer's  revenues for its most recent  fiscal year:
The  issuer's  revenues  for the  fiscal  year  ended  September  30,  1997 were
$28,996,485.

                  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 31, 1997 was  approximately  $11,603,400.  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
31, 1997,  there were outstanding  5,129,285  shares of the Registrant's  Common
Stock, $.001 par value.

                  Transitional Small Business Disclosure Format (check one):

                  Yes / /     No  /X/



<PAGE>

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
                  ----------------------------------------------------------


                                                  Expiration Of
                                                 Current Term Of
Name                            Age            Office As Director
----                            ---            ------------------

Class I Directors:

Lloyd Solomon                    38                   2000

Joel A. Klarreich                51                   2000

Class Ii Directors:

Herbert Solomon                  67                   1998

Eric M. Davis                    36                   1998

Class III Directors:

Scott Page                       32                   1999

Edward Ehrenberg                 67                   1999



         Lloyd  Solomon  (Class  I) has been the Vice  Chairman  of the Board of
Directors and the Chief Executive  Officer of the Company since June 1995. Prior
to his election to these  positions,  he had been the  President or an Executive
Vice President and a director of the Company since the inception of its business
in 1990.  From 1986  through  1990,  Mr.  Solomon  served as an  Executive  Vice
President of Rand Thomson  Consulting  Group,  a personnel  services  firm.  Mr.
Solomon  received  an M.B.A.  from New York  University  and a B.A.  from Boston
University.  He is the son of Herbert  Solomon and the brother-  in-law of Scott
Page.

         Joel A.  Klarreich  (Class I) has been a director of the Company  since
June 1995. Mr. Klarreich has been a practicing attorney since 1968 and member of
the law firm of Newman Tannenbaum Halpern Syracuse & Hirschtritt LLP since 1996.
He is general  counsel to the  Association of Personnel  Consultants of New York
State, the sole statewide trade association of permanent  placement firms in New
York.  From 1988 to 1996,  Mr.  Klarreich was a member of the law firm of Klein,
Heisler & Klarreich,  P.C. He has a B.B.A.  from the City College of the City of
New York and J.D. from St. John's University School of Law.

         Herbert  Solomon  (Class II) has been the  Chairman of the Board of the
Company since August 1990,  shortly after he retired from his previous executive
career in the apparel and retail industries.  From 1981 to 1990, Mr. Solomon was
Executive Vice President --  Merchandising  of Amcena  Corporation,  which owned
Ohrbach's, a leading apparel retailer.  From 1976 to 1981, he served as Chairman
of the Board and Chief Executive  Officer of Ohrbach's.  Mr. Solomon  received a
B.B.A.  degree from Bernard  Baruch College of the City of New York. Mr. Solomon
is the father of Lloyd Solomon and the father-in-law of Scott Page.

         Eric M. Davis (Class II) has been Vice  President  and Chief  Financial
Officer of the Company since  February 1994, and a director of the Company since
September  1994.  From 1984  through  February  1994,  Mr. Davis was employed by
Mortensen and  Associates,  P.C., a predecessor  of Moore  Stephens,  P.C.,  the
Company's  auditors.  Mr. Davis is a Certified Public  Accountant and received a
B.S. degree from Davis & Elkins College, Elkins, West Virginia.




<PAGE>



         Scott Page (Class III) has been the President of the Company since June
1995.  Prior to becoming  President,  he had been an Executive Vice President of
the Company since August 1991, when he was also elected a director. From 1989 to
1991, Mr. Page served as a managing  director of Rand Thomson  Consulting Group.
Mr. Page is the son-in-law of Herbert  Solomon and the  brother-in-law  of Lloyd
Solomon.

         Edward  Ehrenberg  (Class III) has been a director of the Company since
June  1995.  Mr.  Ehrenberg  has  been  the  President  of E.E.  Enterprises,  a
consulting  firm,  since 1988.  Mr.  Ehrenberg  was Vice  President  and General
Manager  of U.S.  Operations  of  Electrocatalytic,  Inc.,  a  manufacturer  and
marketer of cathodic  protection and chlorine  generating  products,  from March
1995 to June 1995.  He was  Executive  Vice  President of Enzon,  Inc., a public
biotech  company in Piscataway,  New Jersey from August 1991 to August 1992. Mr.
Ehrenberg  has held  executive  positions  with the Ford Motor  Company,  Xerox,
International  Harvester  and was  Chairman  and Chief  Executive  Officer of CH
Holdings,  Chicago, Illinois prior to moving to New Jersey. Mr. Ehrenberg has an
M.B.A. from the Wharton School of the University of Pennsylvania and a B.S. from
New York University.

ITEM 10.          EXECUTIVE COMPENSATION.
                  -----------------------

         The following table provides  summary  information  concerning cash and
certain other compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Officer and each of the other most highly  compensated
executive officers of the Company whose  compensation  exceeded $100,000 for the
three years ended September 30, 1997, 1996 and 1995.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                               Long-term
                                                                                             Compensation
                                                     Annual Compensation                        Awards
                                           ------------------------------------------   -----------------------

                                                                         Other Annual   Restricted
        Name And                                                         Compensation      Stock                      All Other
   Principal Position         Year         Salary($)       Bonus($)         ($)(1)      Awards ($)    Options(#)    Compensation(2)
   ------------------         ----         ---------       --------         ------      ----------    ----------    ---------------


<S>                           <C>           <C>           <C>               <C>          <C>          <C>             <C>    
Herbert Solomon
Chairman of the Board....     1997          $225,000           --            --            --               --        $17,136
                              1996          $225,000           --            --            --          200,000(3)      17,136
                              1995           200,000           --            --            --          150,000         13,941


Lloyd Solomon
Vice Chairman and
Chief Executive Officer..     1997          $350,000     $200,000(4)         --            --               --        $18,238
                              1996           350,000       32,110            --            --          200,000(3)      18,238
                              1995           350,000           --            --            --          150,000          1,520


Scott Page
President................     1997          $200,000     $731,505(5)         --            --               --        $13,457
                              1996           200,000      615,988(5)         --            --          200,000(3)      13,457
                              1995           200,000      350,818(5)         --            --          150,000          4,486

Eric M. Davis
Vice President -
Finance                       1997          $150,000     $ 25,000            --            --           10,000            --
Chief Financial Officer..     1996           130,000       25,000            --            --               --            --
                              1995           109,655       15,000            --            --           40,000            --
</TABLE>


                                                   (footnotes on following page)


                                       -2-

<PAGE>



---------------------
(1)   Although the officers receive certain  perquisites such as auto allowances
      and Company credit cards, the value of such perquisites did not exceed for
      any  officer  the  lesser of $50,000  or 10% of the  officer's  salary and
      bonus.
(2)   represents  premiums paid by the Company with respect to split-dollar life
      insurance obtained for the benefit of the named executive officers.
(3)   represents  options issued in  consideration  for  terminating  the escrow
      share agreement. see "Escrow Shares" below.
(4)   includes a special bonus of $100,000 granted by the Compensation Committee
      of the Board of Directors.  
(5)   Represents commissions payable under Mr. Page's employment agreement equal
      to  30%  of the  revenues  generated  by  his  recruitment  and  placement
      activities as a recruitment and placement counselor.

         The following  table sets forth  certain  information  regarding  stock
option  grants  made to  officers  of the  Company  during the fiscal year ended
September 30, 1997.


                        OPTION GRANTS IN LAST FISCAL YEAR

                                          INDIVIDUAL GRANTS
                      ----------------------------------------------------------

                        Number Of       % Of Total
                        Securities        Options
                        Underlying      Granted To    Exercise Or
                         Options       Employees In    Base Price   Expiration
           Name       Granted(#)(1)    Fiscal Year       ($/Sh)        Date
           ----       -------------    ------------     --------       ----
Eric M. Davis......      10,000             4.1           2.375       4/14/07

--------------------
(1)   Such options become  exercisable (i) as to one-third of the shares covered
      thereby  commencing on April 14, 2000, (ii) as to an additional  one-third
      of the shares covered thereby commencing on April 14, 2001 and (iii) as to
      the remaining one-third of such shares commencing on April 14, 2002.


         The   following   table  sets  forth  certain   information   regarding
unexercised  stock  options held by officers of the Company as of September  30,
1997.  No stock options were  exercised by such officers  during the fiscal year
ended September 30, 1997.

                    AGGREGATED FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                         Number Of Securities Underlying
                             Unexercised Options At         Value Of Unexercised In-the-money Options
                              September 30, 1997(#)                  At September 30, 1997($)
             Name           Exercisable/Unexercisable             Exercisable/Unexercisable (1)
             ----           -------------------------             -----------------------------
<S>                              <C>     <C>                             <C>     <C>    
Herbert Solomon........          216,666/133,334                         303,665/110,832
Lloyd Solomon..........          216,666/133,334                         303,665/110,832
Scott Page.............          216,666/133,334                         303,665/110,832
Eric M. Davis..........           23,333/56,667                            29,032/64,617
</TABLE>

--------------------
(1)      Based on the market value,  as reported on the Nasdaq Small Cap Market,
         of $3.03 per  share of Common  Stock,  $.001  par  value  (the  "Common
         Stock"),  of the  Company at  September  30, 1997 and  exercise  prices
         ranging from $1.25 to $2.50 per share.




                                       -3-

<PAGE>



Employment Agreements

         The Company has entered into employment agreements with each of Herbert
Solomon,  Lloyd Solomon and Scott Page,  dated June 14, 1993 and amended June 8,
1995 in the case of Lloyd  Solomon  and Scott Page,  pursuant  to which  Herbert
Solomon  agreed to serve as Chairman of the Board of the Company,  Lloyd Solomon
agreed to serve as Vice Chairman of the Board and Chief Executive Officer of the
Company and Scott Page agreed to serve as President of the Company.  Pursuant to
his employment  agreement,  Herbert  Solomon  receives a base salary of $225,000
(increased  from  $200,000  effective  October 1, 1995),  which  amount is to be
annually  reviewed  and may be  increased  by the  Board of  Directors  and,  in
addition, payments equal to 20% of the revenues generated by his recruitment and
placement activities as a recruitment and placement  counselor.  Pursuant to his
employment  agreement,  Lloyd Solomon receives a base salary of $350,000,  which
amount  is to be  annually  reviewed  and  may  be  increased  by the  Board  of
Directors, and, in addition,  incentive compensation for each fiscal year during
the term of his  employment  equal to that  percentage of the Company's  pre-tax
operating income as equals the percentage of the Company's  revenue  represented
by the Company's pre-tax  operating  income. By way of example,  in a particular
year,  should the Company's  pre-tax  operating income equal 5% of the Company's
revenue, Lloyd Solomon would be entitled to receive as incentive compensation an
amount equal to 5% of the Company's pre-tax operating income.  Additionally,  in
fiscal 1997, the Compensation Committee of the Board of Directors of the Company
awarded Lloyd Solomon a special bonus of $100,000, for his efforts in increasing
the Company's revenues and profitability.  Pursuant to his employment agreement,
Scott Page  receives a base salary of  $200,000,  which amount is to be annually
reviewed  and may be  increased  by the Board of  Directors  and,  in  addition,
payments equal to 30% of the revenues generated by his recruitment and placement
activities as a recruitment and placement counselor.

         Each  employment  agreement  provides for an initial term of five years
ending June 13, 1998, which is to be extended  automatically  from  year-to-year
unless  terminated by either party. Each employment  agreement  provides that if
the employee is terminated other than for "cause" (as defined therein), he is to
continue  to  receive  the  compensation   provided  for  under  his  employment
agreement, and that if he becomes disabled (as defined therein), the Company may
elect  to  place  him on  disability  status,  in  which  event he would be paid
one-half of the compensation provided for under his employment  agreement.  Each
of these  employment  agreements  provides  for a  payment  of three  times  the
employee's  compensation  during the most  recent  fiscal year in the event of a
change in control of the Company,  which is defined therein to mean (a) a change
in control as defined in Rule 12b-2 under the  Securities  Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  (b) a person  (as such term is  defined in
Sections  13(d) and 14(d) of the Exchange Act) other than a current  director or
officer of the Company becoming the beneficial owner, directly or indirectly, of
20% of the  voting  power of the  Company's  outstanding  securities  or (c) the
members  of the Board of  Directors  at the  beginning  of any  two-year  period
ceasing to  constitute at least a majority of the Board of Directors at any time
during such two-year  period unless the election of any new director during such
period has been  approved in advance by two-thirds of the directors in office at
the beginning of such two-year period.  Each employment  agreement prohibits the
employee from competing with the Company's  business during the term thereof and
for a period of one year thereafter.

Escrow Shares

         On September 18, 1996, the Company terminated the agreement relating to
the Escrow Shares  described  below and an aggregate of 794,136 shares of Common
Stock held in escrow (the "Escrow Shares") was cancelled.  In consideration  for
terminating  the escrow share  agreement,  the Company  granted stock options to
purchase  200,000  shares of common  stock at $2.27 per share as to options  for
132,156  shares  and  at  $2.06  per  share  as to  options  for  67,844  shares
(respectively,  110% and 100% of then  current  fair  market  value)  to each of
Herbert Solomon, Lloyd Solomon and Scott Page.

         In connection with the employment  agreements entered into in June 1993
between the Company and each of Herbert  Solomon,  Lloyd Solomon and Scott Page,
these  persons  placed in escrow the Escrow  Shares.  In the event the Company's
earnings  before  income tax as  reported  in the  Company's  audited  financial
statements,  subject to adjustment  (the "Minimum  Pre-Tax  Earnings"),  were to
equal or exceed the amounts listed below for any fiscal year


                                       -4-

<PAGE>



ending on or prior to September 30, 1999,  the Escrow Shares were to be released
from escrow and delivered to such stockholders in the amounts set forth opposite
the Minimum Pre-Tax Earnings listed below:


    Minimum Pre-Tax Earnings                     Escrow Shares to be Released
-----------------------------                 --------------------------------

           $1,000,000                                      264,712

           $2,000,000                                      264,712

           $3,000,000                                      264,712



         In the event  that any of the  Escrow  Shares  had been  released,  the
aggregate  fair  market  value  thereof on the date of  release  would have been
treated for financial reporting purposes as compensation expense to the Company.

1993 Long-term Incentive Plan

         On August 6, 1993, the Company adopted the 1993 Incentive Plan in order
to  motivate  qualified  employees  of the  Company,  to assist  the  Company in
attracting  employees  and to align the  interests of such persons with those of
the Company's  stockholders.  The 1993  Incentive Plan provides for the grant of
"incentive  stock  options"  within the meaning of Section  422 of the  Internal
Revenue Code of 1986, as amended (the "Code"),  "non-qualified  stock  options,"
restricted stock,  performance grants and other types of awards to officers, key
employees,  consultants  and  independent  contractors  of the  Company  and its
affiliates.

         The 1993  Incentive  Plan,  which is  administered  by the Stock Option
Committee  of the Board of  Directors,  currently  authorizes  the issuance of a
maximum of 1,500,000  shares of Common  Stock,  which may be either newly issued
shares, treasury shares,  reacquired shares, shares purchased in the open market
or  any  combination  thereof.  If any  award  under  the  1993  Incentive  Plan
terminates,  expires  unexercised,  or is cancelled,  the shares of Common Stock
that would otherwise have been issuable  pursuant  thereto will be available for
issuance  pursuant  to the grant of new  awards.  The number of shares of Common
Stock  available  under the 1993  Incentive  Plan and the terms of any option or
other award granted thereunder are subject to adjustment in the event of a stock
split,  combination  of shares,  stock  dividend or certain  other events if the
Stock Option  Committee  determines that such event  equitably  requires such an
adjustment.  In the event of a change in control of the  Company  (as defined in
the 1993  Incentive  Plan),  the 1993 Incentive Plan provides among other things
that all stock options  outstanding  on the date of such change in control shall
become immediately exercisable in full.

         As of December 31, 1997, there were options  outstanding under the 1993
Incentive Plan with respect to an aggregate of 1,343,250 shares of Common Stock.
Of these,  Herbert Solomon,  Lloyd Solomon and Scott Page held five-year options
with  respect to 150,000  shares of Common Stock each,  at an exercise  price of
$1.375 per share  exercisable  as to  one-third  of the shares  covered  thereby
commencing  July  15,  1995  and  as to the  remaining  shares  covered  thereby
commencing  February 15, 1996.  Other  employees  held options for periods of 10
years with respect to an aggregate of 893,250 shares, at exercise prices ranging
from $.625 to $2.50 per share.  Of such  options,  Eric M. Davis held options to
purchase  30,000 shares  exercisable  at $2.50 per share and options to purchase
40,000  shares  exercisable  at $1.25 per share.  Each of these  options  may be
exercised as to one-third of the shares covered thereby  commencing on the third
anniversary of the date of the grant,  as to a further  one-third of such shares
commencing on the fourth  anniversary  thereof,  and as to the remaining  shares
covered thereby commencing on the fifth anniversary thereof.



                                       -5-

<PAGE>



1996 Stock Option Plan

         On September 17, 1996,  the Company  adopted the 1996 Stock Option Plan
(the "1996  Plan") in order to provide  additional  incentive  to the  officers,
directors  and employees of the Company who are  primarily  responsible  for the
management  and growth of the Company,  and to  consultants  and advisors to the
Company who otherwise materially  contribute to the conduct and direction of its
business,  and  to  retain  and  attract  to the  Company's  employ  persons  of
competence.  The 1996 Plan provides for grants of both "incentive stock options"
and "nonqualified  stock options," and is meant to meet the requirements of Rule
16b-3 under the Securities Exchange Act of 1934, as amended,  and Section 162(m)
of the Internal Revenue Code.

         The 1996 Plan,  which is administered by the Stock Option  Committee of
the Board of  Directors,  currently  authorizes  the  issuance  of a maximum  of
1,000,000  shares of Common Stock,  no more than 200,000 of which may be granted
to any  individual in any given year. In the event of a change in control of the
Company (as defined in the 1996 Plan), all stock options  outstanding  under the
1996 Plan shall become fully exercisable.  In addition,  if any option under the
1996  Plan  shall  expire  or  terminate  for any  reason  without  having  been
exercised,  the unpurchased  shares shall again be available for the purposes of
the 1996 Plan.

         As of the date hereof,  pursuant to the 1996 Plan,  options to purchase
132,156 shares of Common Stock at an exercise price of $2.27 per share have been
granted to each of Herbert Solomon, Lloyd Solomon and Scott Page, and options to
purchase  10,000 shares of Common Stock at an exercise price of $2.375 have been
granted to Eric Davis.

Director Compensation

         Directors who are not officers or employees of the Company receive such
compensation  for their services as the Board of Directors may from time to time
determine.  Currently,  directors who are not employees of the Company receive a
fee of $1,000 for each Board of Directors meeting attended,  and $1,000 per year
for  each  committee   upon  which  such  director   serves,   plus   reasonable
out-of-pocket  expenses.  Directors who are officers or employees of the Company
are not entitled to any compensation for their service as a director.

1995 Directors' Stock Option Plan

         On August 17, 1995 the Company adopted the 1995 Directors' Stock Option
Plan (the  "Directors'  Plan"),  in which each director who is not an officer or
employee  of  the  Company   (each  an  "Eligible   Director")  is  eligible  to
participate. The purpose of the Directors' Plan is to secure for the Company and
its  stockholders  the  benefits  arising  from stock  ownership by its Eligible
Directors by providing a means  whereby such  Directors  may purchase  shares of
Common Stock pursuant to options granted in accordance with the Directors' Plan.
The Directors' Plan provides that each Eligible Director is to receive the grant
of an option to purchase 10,000 shares of Common Stock on the date such Eligible
Director is first elected as a member of the Board of  Directors.  To the extent
that shares of Common Stock remain  available for the grant of options under the
Directors'  Plan, on January 1st of each year  commencing  January 1, 1996, each
Eligible  Director is to be granted an option to purchase 3,000 shares of Common
Stock. Unless terminated earlier by the Board of Directors,  the Directors' Plan
will terminate on June 7, 2005.

         The Directors'  Plan,  which is administered by the Board of Directors,
currently  authorizes  the  issuance  of a maximum of  100,000  shares of Common
Stock,  subject to  adjustment,  pursuant  to the  exercise  of options  granted
thereunder.  Such shares may be  authorized  but unissued  shares or  reacquired
shares. The number of shares of Common Stock available under the Directors' Plan
is subject to  adjustment  to prevent  dilution  in the event of a stock  split,
combination  of shares,  stock  dividend or certain other  events.  If an option
granted under the Directors' Plan, or any portion thereof, expires or terminates
for any reason without having been exercised in full, the unpurchased  shares of
Common  Stock  covered by such option shall be  available  for future  grants of
options.



                                       -6-

<PAGE>



         As of the date hereof,  options to purchase  20,000,  6,000,  6,000 and
6,000 shares of Common Stock at exercise  prices of $2.00,  $0.5625,  $1.875 and
$3.688 per share,  respectively,  have been granted  pursuant to the  Directors'
Plan,  and are held in  equal  proportions  by the  Eligible  Directors,  Edward
Ehrenberg and Joel A. Klarreich.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN
                  BENEFICIAL OWNERS AND MANAGEMENT.
                  ---------------------------------

         The following table sets forth information  concerning ownership of the
Company's  Common  Stock as of December  31,  1997 by each  person  known by the
Company  to be the  beneficial  owner of more than five  percent  of the  Common
Stock, each director,  each executive officer named in the summary  compensation
table and by all  directors  and  executive  officers of the Company as a group.
Unless otherwise indicated, the address of each person or entity listed below is
the Company's principal executive offices.

<TABLE>
<CAPTION>

Name and Address                                        Shares                     Percentage
Of Beneficial Owner (1)                          Beneficially Owned(2)              Of Class
-----------------------                          ------------------                ---------

<S>                                                  <C>                              <C>  
Herbert Solomon..........................            724,266(3)                       13.5%

Lloyd Solomon............................          1,016,666(3)                       19.0%

Scott Page...............................            818,566(3)                       15.3%

Eric M. Davis............................            127,333(4)                        2.5%

Edward Ehrenberg(5)......................             14,500(7)                          *

Joel A. Klarreich(6).....................             14,500(7)                          *

All Directors and Executive Officers
 as a Group (6 persons)..................          2,715,831(8)                       46.6%
</TABLE>


--------------------------
* Less than 1%.

(1)   All of such persons have sole  investment and voting power over the shares
      listed as being beneficially owned by them.
(2)   All  persons  identified  below  as  holding  options  are  deemed  to  be
      beneficial  owners of shares of Common  Stock  subject to such  options by
      reason of their right to acquire such shares within 60 days after December
      31, 1997.
(3)   Includes  216,666  shares subject to options.  
(4)   Includes  23,333 shares subject to options.
(5)   Mr. Ehrenberg's address is 76 Sayre Drive, Princeton, New Jersey 08540.
(6)   Mr.  Klarreich's  address  is c/o  Newman  Tannenbaum  Halpern  Syracuse &
      Hirschtritt LLP, 900 Third Avenue, New York, New York 10022.
(7)   Represents  14,500 shares subject to options.  
(8)   Includes 702,331 shares subject to options.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------          -----------------------------------------------

         Not Applicable.



                                       -7-

<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:   January 26, 1998                  By:/s/ Lloyd Solomon
                                              ---------------------------------
                                                Lloyd Solomon
                                                Vice Chairman and
                                                Chief Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated:


<TABLE>
<CAPTION>
               Signature                              Title                                   Date
               ---------                              -----                                   ----

<S>                               <C>                                             <C> 
/s/ Herbert Solomon               Chairman of the Board and Director              January 26, 1998
-------------------------------
Herbert Solomon



/s/ Lloyd Solomon                 Vice Chairman of the Board, Chief               January 26, 1998
-------------------------------   Executive Officer and Director (Principal
Lloyd Solomon                     Executive Officer)



/s/ Scott Page                    President and Director                          January 26, 1998
-------------------------------
Scott Page



/s/ Eric M. Davis                 Vice President - Finance, Chief Financial       January 26, 1998
-------------------------------   Officer and Director (Principal Financial
Eric M. Davis                     and Accounting Officer)



*                                 Director                                        January 26, 1998
-------------------------------
Edward Ehrenberg



*                                 Director                                        January 26, 1998
-------------------------------
Joel A. Klarreich



         */s/ Eric M. Davis
          ------------------
          By:  Eric M. Davis
          Attorney-in-Fact
</TABLE>



                                       -8-