SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  FORM 10-KSB/A
                                (Amendment No. 1)

(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, 1998
                          ------------------

/  /     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 Number)
        incorporation or organization


              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) 403-6100

           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,  1998 were
$44,638,642.

                  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 17, 1998 was approximately $4,784,112. 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 January
20, 1999,  there were outstanding  4,652,282  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                          39                   2000
Joel A. Klarreich                      52                   2000

CLASS II DIRECTORS:
Herbert Solomon                        68                   2001
Eric M. Davis                          37                   2001

CLASS III DIRECTORS:
Scott Page                             33                   1999
Edward Ehrenberg                       68                   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 Helpern 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.

         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

<PAGE>

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 (the
"Named  Executive  Officers") for the three years ended September 30, 1998, 1997
and 1996.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                LONG-TERM
                                                ANNUAL COMPENSATION                            COMPENSATION
                                       ------------------------------------------    ----------------------------
                                                                      OTHER ANNUAL    RESTRICTED
           NAME AND                                                  COMPENSATION        STOCK                        ALL OTHER
      PRINCIPAL POSITION        YEAR    SALARY($)        BONUS($)       ($)(1)        AWARDS ($)    OPTIONS(#)(2)   COMPENSATION(3)
      ------------------        ----    ---------        --------       ------        ----------    -------------   ---------------
<S>                             <C>       <C>           <C>               <C>            <C>       <C>               <C>   
HERBERT SOLOMON                 1998     $225,000               --        --             --                --       $17,136
CHAIRMAN OF THE BOARD......     1997      225,000               --        --             --                --        17,136
                                1996      225,000               --        --             --        200,000(4)        17,136

LLOYD SOLOMON                   1998     $350,000      $100,000(5)        --             --                --       $18,238
CHIEF EXECUTIVE OFFICER....     1997      350,000          200,000        --             --                --        18,238
                                1996      350,000           32,110        --             --        200,000(4)        18,238

SCOTT PAGE                      1998     $200,000      $942,090(6)        --             --                --       $13,457
PRESIDENT..................     1997      200,000       731,505(6)        --             --                --        13,457
                                1996      200,000       615,998(6)        --             --        200,000(4)        13,457

ERIC M. DAVIS
VICE PRESIDENT - FINANCE        1998     $175,000          $25,000        --             --                --            --
CHIEF FINANCIAL OFFICER....     1997      150,000           25,000        --             --            10,000            --
                                1996      130,000           25,000        --             --                --            --
</TABLE>

---------------------
(1)   ALTHOUGH THE NAMED EXECUTIVE 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)   NO STOCK APPRECIATION RIGHTS HAVE BEEN AWARDED BY THE COMPANY.

                                         (FOOTNOTES CONTINUED ON FOLLOWING PAGE)

<PAGE>

(3)   REPRESENTS  PREMIUMS PAID BY THE COMPANY WITH RESPECT TO SPLIT-DOLLAR LIFE
      INSURANCE OBTAINED FOR THE BENEFIT OF THE NAMED EXECUTIVE OFFICERS.
(4)   REPRESENTS  OPTIONS ISSUED IN  CONSIDERATION  FOR  TERMINATING  THE ESCROW
      SHARE AGREEMENT. SEE "ESCROW SHARES" BELOW.
(5)   REPRESENTS A BONUS OF $66,435  CALCULATED AND PAID IN ACCORDANCE  WITH THE
      TERMS OF MR. SOLOMON'S  EMPLOYMENT  AGREEMENT AND A DISCRETIONARY BONUS OF
      $33,565 AWARDED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS.
(6)   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
unexercised  stock options held by the named executive  officers as of September
30, 1998. no stock options were granted to or exercised by such officers  during
the fiscal year ended September 30, 1998.

                    AGGREGATED FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

                                     NUMBER OF SECURITIES UNDERLYING
                                         UNEXERCISED OPTIONS AT                VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
                                          SEPTEMBER 30, 1998(#)                         AT SEPTEMBER 30, 1998($)
             NAME                       EXERCISABLE/UNEXERCISABLE                    EXERCISABLE/UNEXERCISABLE (1)
             ----                       -------------------------                    -----------------------------
<S>                                          <C>                                            <C>
Herbert Solomon...............               283,332/66,668                                 $127,646/$2,886
Lloyd Solomon.................               283,332/66,668                                 $127,646/$2,886
Scott Page....................               283,332/66,668                                 $127,646/$2,886
Eric M. Davis.................                33,333/46,665                                  $9,375/$28,125
</TABLE>

--------------------
(1)      Based on the market value,  as reported on the Nasdaq Small Cap Market,
         of $2.19 per share of Common Stock at  September  30, 1998 and exercise
         prices ranging from $1.25 to $2.50 per share.

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 1998, the Compensation Committee of the Board of Directors of the Company
awarded Lloyd  Solomon a total bonus of $100,000,  for his efforts in increasing
the  Company's  revenues.  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 provided for an initial term which ended June
13, 1998, and which was, and currently is expected 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

<PAGE>

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 liquidated  damages equal to 2.99
times the "base amount" (as such term is defined in Section 280G(b)(2)(A) of the
Internal  Revenue  Code of 1986,  as amended,  (the  "Code")) of 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 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 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

<PAGE>

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, 1998, there were options  outstanding under the 1993
Incentive Plan with respect to an aggregate of 1,447,084 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,  all of which were then  exercisable.  Other  employees  held
options for periods of 10 years with respect to an aggregate of 927,084  shares,
at exercise prices ranging from $.625 to $3.69 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.

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 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 and
options to purchase  67,844 shares of Common Stock at an exercise price of $2.06
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.  As of the date  hereof,  other
employees of the Company held options to purchase  74,500 shares pursuant to the
1996 Plan, at exercise prices ranging from $2.00 per share to $2.37 per share.

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.


<PAGE>
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.

         As of the date hereof,  options to purchase 20,000, 6,000, 6,000, 6,000
and 6,000 shares of Common Stock at exercise prices of $2.00,  $0.5625,  $1.875,
$3.688 and $1.563 per share,  respectively,  have been  granted  pursuant to the
Director's  Plan, and are held in equal  proportions by the Eligible  Directors,
Edward Ehrenberg and Joel A. Klarreich.




<PAGE>
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  January  20,  1999 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.


      Name and Address                           Shares              Percentage
of Beneficial Owner (1)                   Beneficially Owned(2)        of Class
-----------------------                   ------------------         ----------
Herbert Solomon........................        790,932(3)              16.0%
Lloyd Solomon..........................      1,068,332(3)              21.6%
Scott Page.............................        885,232(3)              17.9%
Eric M. Davis..........................        156,667(4)              3.3%
Edward Ehrenberg(5)....................         17,500(6)               (7)
Joel A. Klarreich(8)...................         17,500(6)               (7)
All Directors and Executive Officers                                  52.6%
 as a Group (6 persons)................      2,936,163(9)


--------------------------
(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 January
      20, 1999.
(3)   Includes  283,332  shares subject to options.
(4)   Includes  46,667 shares subject  to  options.
(5)   Mr. Ehrenberg's address is 76 Sayre Drive, Princeton, New Jersey 08540.
(6)   Represents  17,500  shares  subject to options.
(7)   Less than 1%.
(8)   Mr.  Klarreich's  address  is c/o  Newman  Tannenbaum  Halpern  Syracuse &
      Hirschtritt LLP, 900 Third Avenue, New York, New York 10022.
(9)   Includes 931,663 shares subject to options.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Not Applicable.



<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, 1999                   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:


       SIGNATURE                     TITLE                          DATE
       ---------                     -----                          ----


/s/ Herbert Solomon      Chairman of the Board and Director    January 26, 1999
---------------------
Herbert Solomon


/s/ Lloyd Solomon        Vice Chairman of the Board, Chief     January 26, 1999
---------------------    Executive Officer and Director
Lloyd Solomon            (Principal Executive Officer)

/s/ Scott Page
---------------------    President and Director                January 26, 1999
Scott Page

/s/ Eric M. Davis
---------------------    Vice President - Finance, Chief       January 26, 1999
Eric M. Davis            Financial Officer and Director
                         (Principal Financial and Accounting
                         Officer)

*/s/ Edward Ehrenberg    Director
--------------------
Edward Ehrenberg                                               January 26, 1999


*/s/ Joel A. Klarreich   Director                              January 26, 1999
----------------------
Joel A. Klarreich


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