SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ---------------------------------

                                    FORM 10-K

        FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       ----------------------------------

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

For the fiscal year ended DECEMBER 31, 1997
                          -----------------
                                       OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission file no.0-15152
                   -------

                              FIND/SVP, INC.
           ----------------------------------------------------
           (Exact name of Registrant as specified in its charter)

           NEW YORK                    13-2670985
           --------                    ----------
      (State or other juris-          (I.R.S. employer
      diction of incorporation        identification no.)
      or organization)


625 AVENUE OF THE AMERICAS, NEW YORK, NY 10011
----------------------------------------------
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (212) 645-4500
                                                    -------------

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 $.0001 per share
            ---------------------------------------------------------
                                 Title of Class
                         ******************************

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
   ---------------                            ---------------

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                  Indicate  by check mark if  disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained herein,  and will not 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-K
or any amendment to this Form 10-K. []

                  As of March 16, 1998 the aggregate market value of the voting
 stock held by  non-affiliates  of the registrant was $3,506,928.
                                                      -----------

                  As of March 16,  1998  there were  7,107,269  shares of Common
                                                     ---------
Stock (par value $.0001 per share) outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                  Not applicable.


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                                     PART I

                                     ITEM 1

                                    BUSINESS
GENERAL

         FIND/SVP,   Inc.   ("FIND/SVP"  or  the  "Company")  provides  a  broad
consulting  and  business   intelligence  service   substantially  by  telephone
primarily to  executives  and other  decision-making  employees.  The  Company's
strategy is to build a base of regular  clients who will  utilize the  Company's
resources for their research, business intelligence and information needs.

         The Company was formed under the laws of New York in 1969. In 1971, the
Company became  affiliated  with SVP  International  S.A. ("SVP  International")
through a licensing  agreement  which gave the Company the right to the SVP name
and provided  access to the resources of 13 additional SVP affiliated  companies
located around the world.

         Through its Quick  Consulting and Research  Service  Division  ("QCS"),
FIND/SVP  provides  retainer  clients  with access to the subject and  technical
expertise of its staff as well as the resources of a large  information  center.
Within each  retainer  client's  organization,  specific  individuals  receive a
Membership Card which entitles them to make telephone  requests for consultation
and  research  assistance.  In response,  the staff of QCS  provides  customized
answers in rapid turnaround time,  generally within two business days or less of
the request.  The QCS service is positioned to be an indispensable daily partner
for decision-makers by providing,  on a retainer basis, a cost-effective  "quick
consulting"  service  accessible by  telephone.  The service is designed to be a
valuable  resource to small and medium sized  corporations  that do not maintain
in-house information centers and as a supplement to in-house resource centers of
large corporations.  At December 31, 1997, there were 2,266 QCS retainer clients
and 16,859  Membership  Cardholders.  The Company  intends to seek to expand its
base of QCS retainer  clients,  and to offer these clients an expanded  array of
business intelligence research and information services.

         In addition to QCS, the Company offers the market research  services of
its Strategic  Consulting and Research  Division  ("SRD"),  which is designed to
handle  more   extensive,   in-depth  custom  market  research  and  competitive
intelligence  requests,  as well as customer  satisfaction and loyalty programs.
The QCS and SRD businesses represent the core competencies of the Company, which
is to provide the  expertise  of its staff in an  on-demand,  research-for-hire,
consulting  relationship with small,  medium and large sized  corporations.  The
Company also produces several information  products and publications through its
Published Research Division.

         FIND/SVP's  research  resources  include access to approximately  4,000
computer  databases,  approximately  9,000 of its own files organized by subject
and by company,  current and back issues of approximately  3,000 periodicals and
journals and several  thousand  books and reference  works.  Through a licensing
agreement,  the  Company is  associated  with the  international  SVP network of
companies and correspondents  providing similar services.  This enables FIND/SVP
to obtain information through approximately 1,000 additional  consultants in the
SVP worldwide network.
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<PAGE>

         During the fourth  quarter of 1997,  the  Company  determined  it would
re-focus its efforts on its core competencies.  As such, the Company retained an
investment  banking firm to assist in  effectuating  the sale of various product
lines  included in its  Published  Research  Division.  It is the  intention  of
management  to maximize the  profitability  of its QCS and SRD units through the
availability of management resources formerly utilized on the non-core business.
As a result,  the Company has recorded an impairment loss of $1,047,000  related
to these  assets.  Additionally,  as of December 31,  1997,  as a result of this
re-focus  onto  the  core  businesses,  the  Company  reduced  its  general  and
administrative  staffing and recorded a $155,000 restructuring charge related to
this  reduction.   See  "Non-Continuing   Products  and  Services"  for  further
discussion  regarding  the  divestiture  of  the  Company's  Published  Research
Division.

         In order  to  further  maximize  the  profitability  of the QCS and SRD
businesses, during March 1998, the Company instituted a formal cost cutting plan
in its core  businesses.  The  plan  includes  labor  cuts of  approximately  20
full-time   employees   along  with  reductions  in  part-time  and  independent
contractor  costs.  The  Company  estimates  the  savings  to  be in  excess  of
$1,000,000  annually  prior  to  severance  and  related  charges.  The  Company
anticipates  recording a charge for severance and related costs of approximately
$325,000 in the first quarter of 1998. It is the expectation of management,  but
there can be no assurance,  that these cost  savings,  combined with the sale of
its  Published  Research  Division  assets  and the  vigorous  cost  cutting  in
non-labor  areas  during the latter  part of 1997,  will  restore the Company to
profitability from its ongoing operations during 1998.



SERVICES AND PRODUCTS

         The Company's  services and products  offer business  executives  fully
integrated research, business intelligence and management advisory services in a
broad range of industries and disciplines. The Company provides services to help
clients acquire and use knowledge.

         FIND/SVP's  research  resources at December 31, 1997 include a staff of
130 consultants and researchers, a reference center which contains approximately
9,000 of its own  subject  and  company  files,  access to  approximately  4,000
computer  databases,  current and back issues of approximately 3,000 titles, and
several thousand books and reference works, and a field  investigation team with
entree  into  public  and  private  libraries  in the New York  area.  Through a
licensing  agreement,  the  Company is  associated  with the  international  SVP
network of companies and correspondents,  which enables it to obtain information
worldwide.  See "SVP Network;  Licensing  Agreement With SVP International." The
materials  used in the  generation  of the  Company's  services and products are
updated and checked by staff members.  The Company has its own training  program
in which its employees participate.

SERVICES

         QUICK  CONSULTING AND RESEARCH  SERVICE  ("QCS").  QCS provides clients
with access to the staff and resources of a large information center which
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seeks to handle research  requests in rapid  turnaround  time.  Through QCS, the
Company is in the business of providing,  on a volume basis,  customized answers
to business  questions  on a wide  variety of topics.  The  average  cost to the
client of each response is slightly more than $200.  The service is offered only
on a retainer  basis.  Retainer  client  organizations  pay in  advance,  either
monthly,  quarterly,  semi-annually or annually,  a retainer fee. In return, the
client organizations receive Membership Cards for their designated executives or
employees.  The  Membership  Card entitles  each  cardholder to use QCS and also
offers  preferential  use of, and/or  discounts on, the Company's other services
and products.  The dollar value of each client's  question is measured  based on
time and complexity  factors and this value is charged against the retainer fee.
The Company  monitors the client's "usage" of the service and if it proves to be
substantially  more (or  less)  than  anticipated  its  future  retainer  may be
adjusted to more  accurately  reflect the client's  usage of QCS.  Out-of-pocket
expenses incurred to answer questions are invoiced in addition to retainer fees.

         Retainer  clients call FIND/SVP with their research  needs,  give their
card number and explain  their request to  consultants  who are divided into the
following six practice groups and four support teams:

         (a) THE CONSUMER  PRODUCTS & SERVICES GROUP is responsible for research
         on retailing and apparel,  home furnishings,  cosmetics and toiletries,
         food and beverages,  media and  entertainment,  publishing,  sports and
         leisure, education, philanthropy, restaurants, food services, household
         products, appliances and furniture;

         (b)  THE  TECHNOLOGY,   INFORMATION  AND  COMMUNICATIONS  GROUP  covers
         Internet and on-line services,  computers,  software,  electronic media
         and office equipment;

         (c) THE  HEALTHCARE  AND  PHARMACEUTICALS  GROUP  covers  products  and
         services  manufactured  by and  marketed to  businesses  in  healthcare
         fields,  including  pharmaceuticals,  medical and diagnostic equipment,
         biotechnology, health resources and clinical information;

         (d) THE  FINANCIAL  AND BUSINESS  SERVICES  GROUP  handles  requests on
         specific companies (except credit reports),  economic trends, corporate
         finance,  investment,  insurance,  real estate and  mortgages,  quality
         management  methods,  and provides  annual  reports and  Securities and
         Exchange Commission documents on public companies;

         (e) THE INDUSTRIAL  PRODUCTS AND SERVICES  GROUP covers  manufacturing,
         energy,  chemicals,  plastics,  pulp  and  paper,  metals  and  mining,
         transportation, environment, construction and agriculture;

         (f) THE MANAGEMENT  ADVISORY GROUP  handles requests on legal research,
         human resources research and accounting and tax issues;

         (g)  THE   INTERNATIONAL   TEAM   addresses   executive's   needs   for
         international   finance  and  trade,   global   corporate   competitive
         intelligence and worldwide management strategies;

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<PAGE>

         (h)  THE  DOCUMENTS  TEAM  locates  and  obtains  copies  of  articles,
         documents, patents, books, pamphlets, catalogs, conference proceedings,
         government reports and product samples;

         (i)  THE MARKETING  TEAM covers direct  marketing,  advertising,  sales
          promotions and demographics; and

         (j)  INTERNET  ADVISORY  TEAM(TM)  provides  expert help with  Internet
         research,    hands-on   training,    on-site   seminars,    competitive
         intelligence, Web Site development assistance, Web marketing/trends and
         Internet user demographics.

     Client  cardholders   discuss  their  research  needs  with  the  Company's
consultants and may obtain assistance in formulating  their requests.  After the
request has been clarified,  FIND/SVP's  specialists find the needed information
using a combination of the Company's available resources.  After sifting through
the findings,  the consultants select what appears most relevant to the client's
need and report,  with commentary,  as needed.  Answers are delivered  generally
within two business days.  Documentation  of the findings can be sent by any one
or a combination of the following methods:  facsimile,  courier, messenger, mail
or electronic mail. QCS allows customers to benefit from a fast,  convenient and
confidential way to gather knowledge and use the multitude of research resources
available today. Cardholders may ask questions on virtually any subject.

     Those requests requiring  business  intelligence from overseas are answered
by one or more of the  information  centers in 13 SVP companies  worldwide or by
using special SVP  correspondents  in selected  countries  where no official SVP
company exists.

     QCS  is  designed  to  handle   client   questions   requiring   less  than
approximately three hours of actual staff time. These are automatically  covered
by the retainer fee.  Requests  requiring a more  extensive  search or a lengthy
written  report are not covered by the QCS retainer  program and are referred to
the  Company's  Strategic   Consulting  and  Research  Division  to  be  handled
separately.

     QCS  activity  is  tracked  and  controlled  by  a  proprietary  management
information    system   called   QUESTRAC,    which   uses   recently   upgraded
state-of-the-art  software  technology.  The  program  is based on the  know-how
provided  by SVP France,  the  founders  of the SVP  concept of  information  by
telephone. Input into the QUESTRAC system provides an exclusive and confidential
database of  information  about each client and the  information  requested  and
handled for clients.

     At December 31, 1997,  there were 2,266 retainer  clients,  a 0.7% decrease
from  December  31,  1996,  and 16,859  holders of the  Membership  Card, a 4.5%
decrease  from December 31, 1996.  However,  the monthly fees billed to retainer
clients (the retainer base) grew by 8.8% to $1,604,429. Approximately 50% of the
top  Fortune  100  industrial  companies  are  QCS  retainer  clients.  Revenues
generated by QCS  represented  64%, 65% and 65% of the Company's  total revenues
for the years ended December 31, 1997, 1996 and 1995, respectively.

     STRATEGIC  CONSULTING  AND RESEARCH  DIVISION  ("SRD").  SRD is designed to
handle more in-depth custom market research and competitive intelligence

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assignments.  The  service  is most  often used by the  Company's  QCS  retainer
clients  as a  supplement  to that  service.  Common  project  requests  include
customized  market  and  industry  studies,   telephone   surveys,   competitive
intelligence  data-gathering and analysis  assignments,  acquisition studies and
large  information  collection  projects.  Additionally,  through  the  Customer
Satisfaction  and Loyalty  Division,  SRD  provides  customer  satisfaction  and
loyalty  programs.  Through  SRD,  the  Company  provides  research  as  well as
interpretation  and  analysis.  All  projects  are quoted in advance  and billed
separately.  Revenues  generated  by SRD  represented  17%,  15%  and 14% of the
Company's  total revenues for the years ended December 31, 1997,  1996 and 1995,
respectively.

NON-CONTINUING PRODUCTS AND SERVICES

     On December  9, 1997,  the Board of  Directors  voted in favor of a plan to
effectuate  the  sale  of the  Company's  Published  Research  assets  with  the
intention of removing the related product lines from the Company's business. The
Company intends to sell virtually all assets held within its FIND/SVP  Published
Products,  Inc.  subsidiary.  These  include  Published  Research  Studies,  The
Information Catalog and various newsletters,  with the exception of a newsletter
which is directed  towards its Quick  Consulting  and Research  client base. The
Company has retained an  investment  banking firm to provide  assistance  to the
Company in connection  with the  transaction.  As of March 30, 1998, the Company
has received  several  preliminary  offers to purchase the assets held for sale.
The Company expects the due diligence process to begin in April 1998.

     As a result, the Company has reported the carrying value of the assets held
for sale at the lower of cost or their  estimated net  realizable  values.  As a
result of the Company's decision,  an impairment loss of $1,047,000 was recorded
in  December  1997.  The  Company  has  presented  the assets held for sale as a
separate line item on its consolidated balance sheet.

     On November 4, 1997,  pursuant to an Asset Purchase and Sale Agreement (the
"ETRG Sale Agreement") between FIND/SVP Published Products, Inc., a wholly owned
subsidiary of the Company, and Cyber Dialogue Inc., FIND/SVP Published Products,
Inc. sold certain  assets held in its Emerging  Technologies  Research  Group to
Cyber Dialogue Inc. In accordance with the ETRG Sale Agreement, the Company will
no longer operate its  Multi-client  Study  business,  its  Continuous  Advisory
service and its Interactive Consumer newsletter. The Company received a $125,000
two-year note bearing interest at an annual rate of 10%. A principal  payment of
$31,250 plus  accrued  interest is due on May 4, 1998.  Commencing  on August 4,
1998  and  on  the  fourth  day of  each  November,  February,  May  and  August
thereafter,  quarterly  principal  payments of $15,625 plus accrued  interest is
due.  The final  payment is due November 4, 1999.  The Company  holds a security
interest in the Emerging  Technologies  Research Group database as collateral on
the note. The purchaser also assumed various  liabilities in connection with the
delivery of the above  services  and the Company will receive a 5% royalty for a
two-year  period  on sales of the  above  services.  Additionally,  the  Company
retains the rights to its currently  published  off-the-shelf  studies  produced
from data contained within previously issued multi-client studies.

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     Revenues generated by FIND/SVP Published  Products,  Inc.  represented 19%,
20% and 21% of the  Company's  total  revenues for the years ended  December 31,
1997, 1996 and 1995, respectively.

     On December  9, 1997,  the Board of  Directors  voted in favor of a plan to
cease  operations  of its FIND/SVP  Internet  Services,  Inc.  subsidiary  as of
December 31, 1997. Accordingly, the Company recorded a charge of $500,000 in the
fourth  quarter of 1997  related to the  closing of the  subsidiary.  The charge
included $35,000 of severance,  all of which will be paid by March 31, 1998. The
remainder  of the  charge  included  deferred  charges of  $408,000,  $16,000 of
shut-down  costs  payable  in the first  quarter  of 1998,  and rent  expense of
$41,000  for the first  quarter of 1998 as the Company  intends to sublease  the
space or to be relieved of its obligation for 10,000 square feet of office space
by the landlord  during the second  quarter of 1998. The Company does not expect
additional charges in connection with this transaction.

     Revenues from FIND/SVP Internet Services,  Inc. represented less than 1% of
the Company's revenues for 1997.

     Based on the decisions to effectuate the sale and discontinuance of various
product lines and services,  the Company reduced its general and  administrative
staff as of December  31,  1997.  Accordingly,  the Company  recorded a $155,000
restructuring charge as of December 31, 1997.

POTENTIAL RELATED SERVICES AND PRODUCTS

     The  Company  plans to  expand  its  services  through  continued  internal
development  during  1998.  Upon  completion  of the sale of the majority of the
assets held in FIND/SVP  Published  Products,  Inc.,  the Company will  consider
exploring   possible   acquisitions  of  consulting,   research  or  information
properties and companies whose primary markets are the same as FIND/SVP's market
and which would be accretive to the Company's earnings. There are no commitments
or  understandings in this regard and no assurance can be given that the Company
will in fact  conclude  any  acquisitions  or  internally  develop  any  related
services.   The  foregoing  plans  are  subject  to,  among  other  things,  the
availability of funds for these purposes.

SVP NETWORK; LICENSING AGREEMENT WITH SVP INTERNATIONAL

     Through licensing agreements with SVP ("S'il Vous Plait") International, 14
companies  (the "SVP  companies"),  including  FIND/SVP,  form an  international
network of information  centers.  Since each SVP company is based in a different
country,  the  network  has  provided  the means by which the Company can obtain
international  information requested by its clients which it may not maintain in
its library or have  access to if  generated  by or located in another  country.
When an SVP company accesses the information center of another SVP company it is
charged a fee for the services provided  thereby.  Each SVP company is linked to
the SVP network  primarily by virtue of its licensing  agreement.  In 1971,  the
Company entered into its licensing  agreement with SVP  International  (formerly
SVP  Conseil),  which was amended in 1981,  and  obtained  the U.S.  rights,  in
perpetuity,  to the SVP name and  know-how  and access to the SVP  International
network.   Pursuant  thereto,  SVP  International   assisted  in  the  creation,
implementation,  development  and  operation  of the  Company.  The  Company has
agreed,  pursuant to such licensing agreement, to use its best

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efforts to have a person selected by SVP  International  elected to the Board of
Directors  of the  Company;  pursuant to such  provision,  Brigitte de Gastines,
General  Manager of SVP  International,  is also a director of the  Company.  In
addition,  Jean-Louis Bodmer, Chief Executive Director, SVP, S.A., is a director
of  the  Company.  Historically,  SVP  International  has  engaged  in  periodic
telephonic  conversations and meetings with the Company. By virtue thereof,  the
Company has benefited from exchanges of knowledge  with SVP  International  with
respect to any enhancements made to SVP International's information retrieval or
billing systems or other proprietary know-how.

     During the first quarter of 1998, SVP (including  affiliates) increased its
ownership in the Company to  approximately  37% of the then  outstanding  common
shares,  excluding  outstanding  warrants,  from 18.7% of the outstanding common
shares,  excluding  outstanding  warrants, at December 31, 1997. Concurrent with
the increased ownership,  SVP has increased their management  involvement in and
physical  presence at the Company  during the first  quarter of 1998,  and it is
expected that this will continue into the future.  SVP's management  involvement
currently  includes  participation  in management  meetings and the key decision
making process as it relates to implementing the 1998 management plan.

     The license agreement provides that SVP International will not compete with
the Company in the United States or enter into any agreement or arrangement with
respect to  services  similar to those  offered by the  Company  with any entity
which  operates or proposes to operate such services in the United  States.  The
Company,  in return,  agreed to pay SVP  International  royalties of $18,000 per
year, plus 1.2% of the gross profit from all publications included in FIND/SVP's
gross  revenue  less than  $10,000,000  for such  year,  and 2% of the amount of
FIND/SVP's  non-publishing  gross  revenues  for each such  year,  derived  from
certain of its services in excess of $2,000,000 but less than  $4,000,000 and 1%
of the amount of such non-publishing  gross revenues in excess of $4,000,000 but
less than $10,000,000.  Royalty expense to SVP  International  totaled $131,000,
$137,000 and $139,000 in 1997, 1996 and 1995, respectively.

MARKETS AND CUSTOMERS

     The market for FIND/SVP's  services and products is comprised  primarily of
business  executives in a variety of functions,  including  top  management  and
marketing,  planning,  marketing research,  sales,  information/library,  legal,
accounting, tax and new products.  FIND/SVP's primary market, in terms of client
organizations,  consists of medium to small sized companies. Larger corporations
are, however, among the Company's clients. In certain cases, the service is sold
to more than one  department or division of a large  corporation.  The Company's
appeal to medium to small sized corporations is primarily based on the fact that
these companies do not ordinarily maintain their own resource libraries and when
they do, they are generally not comprehensive.  Large corporations, on the other
hand, often maintain in-house resource centers. Consequently, these corporations
may perceive the Company's  QCS service as  unnecessary.  The Company  believes,
however,  that in-house corporate  libraries are generally not as comprehensive.
Therefore,  QCS  may  be  perceived  as a  valuable  supplemental  resource.  In
addition,  in-house centers are good prospects for the Company's other services.
Overall,  the  factors  that will affect the growth of the  Company's  potential
market and its ability to penetrate it include:

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(1) the market's  perception of the need for and value of  consulting,  business
intelligence  and  research  services;  (2) the  trends  in the use of  internal
information  centers and databases;  and (3) the Company's ability to extend its
personal selling efforts throughout the country.

SALES AND MARKETING

     The Company's  primary marketing focus is to expand its QCS retainer client
base.  In addition to generating  revenues  from the QCS services,  the retainer
client  base  serves as a  ready-made  marketplace  for SRD and other  potential
services of the Company.  QCS is marketed  through a combination of advertising,
direct  mail,  exhibits  and sales  promotion  activities.  Qualified  leads are
followed up by FIND/SVP's sales force. These leads are supplemented by referrals
and cold-call selling efforts. The Company's other services are promoted through
flyers,  newsletters  and  personal  sales  efforts.  The cost of the  Company's
advertising and public relations efforts are modest.

     The Company  currently signs 75 to 100 new retainer  clients annually which
are generated from leads within the Published Research area. The Company intends
to negotiate with potential buyers of the Published Research assets the right to
continue to receive  leads into the future.  There can be no assurance  that the
lead flow from these assets will continue.

COMPETITION

     The  Company  faces  competition  from three  distinct  sources:  (1) other
research and information services,  (2) in-house corporate research centers, and
(3) institutions that sell information directly to end-users.

     The Company is aware of several other smaller fee-based  on-demand business
information  services in the United States.  The Company  believes that of these
companies  it is the  largest in terms of revenues  and staff size.  The Company
believes that the competition may be more significant from organizations such as
Arthur D. Little,  Stanford  Research  Institute and The Conference  Board which
have research capabilities with call-in-service for reference type questions. To
date,  however,  the  call-in-service  feature has not been  emphasized by these
companies.  Although  the Company is not aware of direct  competitive  companies
with larger staffs and revenues,  there is no assurance that as the  information
industry  expands,  more  competitive  companies  will not enter the market.  In
addition,  there is no assurance  that a competitive  company will not develop a
superior product or service.  The Company believes,  however,  that by reason of
its  experience in the industry,  its  association  with the SVP network and its
intent to closely monitor the information  industry,  it will be able to compete
effectively with any potential competitors.

     In-house  corporate  information  and research  centers present perhaps the
most   significant   source  of  competition   for  the  Company  today.   Large
corporations,  in an  effort to stay on top of the vast  amount  of  information
available,  began to develop  in  increasing  numbers,  in-house  libraries  and
information centers for their employees. While the Company believes that its own
information  center  serves the added  functions of analysis and  generation  of
information  and is larger and better staffed than a majority of these corporate
resource centers, there is no assurance that a

                                       10
<PAGE>

significant number of these large companies will choose to utilize the Company's
services and products.

     The advent of on-line  databases,  the  Internet  and CD-ROM  products  has
increased  the ability of  companies to perform  information  searches and other
research for themselves. Consequently, to the extent companies perceive they can
directly access on-line  databases and CD-ROM products,  FIND/SVP  competes with
information  producers that sell to end-users.  The Company  believes,  however,
that its  consultants  deliver a value-added  service  based on their  technical
expertise  and their  ability to search more  information  products more quickly
than most end users,  thereby delivering a more thorough and economical service.
There is no assurance,  however, that companies which develop extensive resource
centers will not accordingly staff them with equally productive personnel.

EMPLOYEES

     As of December 31, 1997, the Company had 228 full-time employees, including
3 executive  officers,  38 marketing and sales  employees,  130  consultants and
research employees,  18 publishing employees,  and 39 administrative and general
personnel.  During March 1998, the Company instituted a formal cost cutting plan
which eliminated approximately 20 full time positions.

     The  Company's  ability to  develop,  market and sell its  services  and to
establish and maintain its  competitive  position  will depend,  in part, on its
ability to attract and retain  qualified  personnel.  While the Company believes
that it has been successful to date in attracting  such personnel,  there can be
no assurance that it will continue to do so in the future.  The Company is not a
party to any collective bargaining  agreements with its employees.  It considers
its relations with its employees to be good.

                                     ITEM 2

                                   PROPERTIES

     In December  1986,  the Company  entered into a fifteen and  one-half  year
lease  agreement  relating to premises at 625 Avenue of the Americas,  New York,
New York,  which  premises  became the  offices  of the  Company on May 7, 1987.
During 1992, the lease was extended an additional three years. The annual rental
payment  in 1997 was  $864,000  and is  subject  to  scheduled  fluctuations  in
succeeding periods.  For financial  statement reporting purposes,  rent has been
recorded on a straight line basis. Accordingly, scheduled payments on this lease
through  December 31, 1997 exceeded rent recorded  through  December 31, 1997 by
$44,000.  As of December 31, 1996 rent recorded on this lease exceeded scheduled
payments  by  $126,000.   (See  Note  3  of  Notes  to  Consolidated   Financial
Statements.)  The lease  agreement  covers  approximately  32,000 square feet of
space.

     In August  1994,  the  Company  entered  into a five year  lease  agreement
relating to premises at 641 Avenue of the Americas,  New York,  New York,  which
premises became the offices of the Company's wholly-owned  subsidiary,  FIND/SVP
Published  Products,  Inc.,  on September 1, 1994.  The rental  payments in 1997
totaled $267,000.  This lease agreement covers  approximately 20,000 square feet
of space,  of which 10,000  square feet was

                                       11
<PAGE>

occupied in September 1994 and the additional 10,000 square feet was occupied in
April  1995.  In March  1995,  the  Company  executed a separate  ten year lease
covering  an  additional  20,000  square  feet of  space  at 641  Avenue  of the
Americas,  which was  occupied in August 1995 by the  Strategic  Consulting  and
Research Division.  The rental payments in 1997 totaled $436,000, and is subject
to scheduled increases in succeeding periods.  For financial statement reporting
purposes,  rent has been  recorded on a straight line basis.  Accordingly,  rent
recorded through  December 31, 1997 and 1996 on these leases exceeded  scheduled
payments  by  $156,000  and  $71,000,  respectively.  (See  Note 3 of  Notes  to
Consolidated  Financial  Statements.)  In  connection  with the execution of the
March 1995 lease, the August 1994 lease was extended to a ten year term.

     In conjunction with the closing of FIND/SVP  Internet  Services,  Inc., the
Company is  currently  negotiating  with its  landlord  for its release from its
obligation  for 10,000  square  feet  originally  occupied  in April 1995 of the
office space at 641 Avenue of the Americas,  noted above.  The Company  believes
that if it is granted a release, it would be at no cost to the Company. Further,
the Company intends to sublease the space if it is not granted a release, and it
expects this can be done at terms similar to its existing lease.  The outcome of
these  discussions  should  occur  early in the second  quarter  of 1998.  As of
December 31, 1997 the Company has accrued $41,000 for rent expense on this space
through  March 31, 1998 in  connection  with the  closing of  FIND/SVP  Internet
Services, Inc. Additionally, the Company has begun discussions with the landlord
regarding an additional 10,000 square feet of space,  noted above, at 641 Avenue
of the  Americas  originally  occupied in  September  1994,  pending the sale of
assets in its FIND/SVP Published Products, Inc. subsidiary. The Company believes
a similar  outcome will occur in regards to this 10,000 square feet as occurs in
regards to the  previously  mentioned  discussions.  Any rent  expense  incurred
during the negotiating  period will be expensed when incurred.  The Company will
continue  to  maintain  the  20,000  square  feet of space at 641  Avenue of the
Americas, occupied in August 1995, noted above.

                                     ITEM 3

                                LEGAL PROCEEDINGS

     On May 30 1997, Asset Value Fund Limited  Partnership  ("Asset  Value"),  a
shareholder  in the Company,  commenced an action in the United States  District
Court for the Southern  District of New York  entitled  ASSET VALUE FUND LIMITED
PARTNERSHIP  V.  FIND/SVP,  INC. AND ANDREW P. GARVIN,  Civil Action No. 97 Civ.
3977 (LAK). The complaint  alleged that between October 1995 and August 1996 the
Company and its president made certain oral  misstatements to Paul Koether,  the
principal of Asset Value,  concerning the financial condition of the Company and
that those  misstatements  induced Asset Value to buy more shares of the Company
and to refrain from selling the shares it already held.  The  complaint  alleged
that those  misstatements give rise to causes of action for violation of Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder,  and for
fraud, breach of fiduciary duty and negligent  misrepresentation.  The complaint
demanded  compensatory damages in excess of $1.5 million and punitive damages in
excess of $5 million, as well as costs and attorneys' fees.

     On August 13, 1997, the Company was served with an amended  complaint which
alleged that between January 1996 and August 1996, the Company and its president
made certain misstatements concerning the financial

                                       12
<PAGE>

condition of the Company and that those misstatements induced Asset Value to buy
more  shares of the Company  and to refrain  from  selling the shares it already
held. The amended complaint alleged that those misstatements give rise to causes
of action for violation of Section 10(b) of the Securities  Exchange Act of 1934
and Rule 10b-5  thereunder  and for common law  fraud.  The  complaint  demanded
compensatory  and punitive  damages in an amount to be determined  at trial,  as
well as costs and  attorneys'  fees. On September 29, 1997,  the Company and Mr.
Garvin moved to dismiss the amended complaint.

     On December 3, 1997,  Asset Value  commenced an action in the Supreme Court
of the State of New York,  County of New York entitled  ASSET VALUE FUND LIMITED
PARTNERSHIP V. BRIGITTE DE GASTINES AND JEAN-LOUIS BODMER,  Index No. 606165/97.
The  defendants  are two of the Company's  directors.  The  complaint  sought to
remove the  defendants  as directors  under New York  Business  Corporation  Law
Section 706(d) because of their alleged  failure to attend meetings of the board
and because they considered and approved  financing  transactions by the Company
involving Amalia, S.A. and/or SVP, S.A. which allegedly constituted self-dealing
by the defendants.  On December 30, 1997, the defendants  removed this action to
the United States District Court for the Southern District of New York.

     On January 20, 1998 Asset Value and the Company  entered  into a settlement
agreement pursuant to which Asset Value dismissed with prejudice the two pending
actions  described  above.  Furthermore,  Asset Value agreed that for five years
neither  Asset  Value  nor  Paul  Koether  will  purchase,  either  directly  or
indirectly,  any  shares  of stock in the  Company,  or own or  control,  either
directly  or  indirectly,  any shares of stock in the  Company.  In return,  the
Company,  through  proceeds from its insurance  company,  paid Asset Value legal
fees and  disbursements  in the amount of $110,000 and together  with SVP,  S.A.
bought Asset Value's  900,000 shares of stock in the Company at a price of $1.25
per share on February 20, 1998.  As such,  there will be no financial  statement
impact from this transaction.  (The Company bought 274,400 of those shares,  and
SVP, S.A. bought 625,600 of those shares.) In addition,  the Company agreed that
if within  two  years (a) the  Company  sells  all or  substantially  all of its
assets, (b) the Company is merged into or combined with another company, (c) any
person acquires a majority of the outstanding  shares of the Company pursuant to
a tender offer, (d) the Company is taken private, or (e) the Company undergoes a
recapitalization or restructuring,  and in any such case the shareholders of the
Company receive  consideration  (whether cash,  securities or otherwise) of more
than  $1.25  per  share,  then,  immediately  after  the  consummation  of  such
transaction,  the  Company  will pay to Asset  Value an amount  equal to 900,000
times the difference between $1.25 and the amount paid to the shareholders up to
a maximum  difference  of $1.75 per share  (i.e.,  a maximum  price of $3.00 per
share).

                                       13
<PAGE>



                                     ITEM 4

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


         There  have been no matters  submitted  to a vote of  security  holders
during the quarter ended December 31, 1997.

                                     PART II
                                     ITEM 5

                      MARKET FOR REGISTRANT'S COMMON EQUITY
                         AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

         The Common Stock,  par value $.0001 per share, of the Company  ("Common
Stock") is traded on the over-the-counter market with quotations reported on the
National  Association of Securities Dealers Automated  Quotation System (NASDAQ)
under the symbol "FSVP". The following table sets forth the high and low closing
trade prices for the Common Stock for the periods indicated.

PRICE RANGE                         HIGH             LOW

1997
COMMON STOCK
1st Quarter                         2                1 1/4
2nd Quarter                         1 1/2            1 3/16
3rd Quarter                         1 3/8            1
4th Quarter                         1 9/32           3/4

1996
COMMON STOCK
1st Quarter                         2 3/8            1 13/16
2nd Quarter                         3 1/16           2 1/8
3rd Quarter                         3 1/4            2
4th Quarter                         2 1/4            1 13/16

     On December 31, 1997, there were approximately 994 holders of record of the
Common Stock. Such numbers do not include shares held in "street name."

     On February 27, 1998,  the Company  received  notification  from the NASDAQ
Stock Market, Inc. ("NASDAQ") that the Company is not in compliance with the new
minimum bid price  requirement  which became  effective on February 23, 1998. In
order to regain  compliance with this standard the Company's  common shares must
have a closing bid price at or above the  minimum  for at least ten  consecutive
trading  days by no later than May 28,  1998.  The  standard  requires a minimum
closing  bid price of $1.00 per share.  If  compliance  is not met,  NASDAQ will
issue a delisting letter which will identify the review procedures.  The Company
may request  review at that time,  which will generally  stay  delisting.  As of
March 30, 1998, the Company has not met such requirement.

                                       14
<PAGE>

     As of December 31, 1997,  the Company is not in compliance  with the NASDAQ
net tangible asset  requirement.  Per  discussions  with NASDAQ,  the Company is
including a pro-forma net tangible  asset  statement  including  the  $1,000,000
capital  contribution  from SVP, S.A.  received in 1998. NASDAQ has informed the
Company that since this statement  shows pro-forma net tangible assets which are
in compliance with the NASDAQ requirement, it will consider the Company to be in
compliance.


                          Pro-Forma Net Tangible Assets

                 Total assets at December 31,
                   1997                                 $12,481,000
                 Less: Goodwill, net                       (117,000)
                 Less: Liabilities                      (11,263,000)
                                                        -----------
                                                          1,101,000

                 Capital received from SVP,
                   S.A. during  first quarter
                   of 1998                                1,000,000
                                                       ------------
                 Pro-Forma Net Tangible Assets           $2,101,000
                                                       ============

     The National  Association  of Securities  Dealers,  Inc. (the NASD),  which
administers  NASDAQ  recently made changes in the criteria for continued  NASDAQ
eligibility.  The Company's failure to meet NASDAQ's maintenance criteria in the
future may result in the  discontinuance  of the inclusion of its  securities in
NASDAQ. In such event,  trading,  if any, in the securities may then continue to
be  conducted  in the  non-NASDAQ  over-the-counter  market in what are commonly
referred to as the electronic bulletin board and the "pink sheets". As a result,
an  investor  may find it more  difficult  to dispose  of or to obtain  accurate
quotations as to the market value of the  securities.  In addition,  the Company
would be subject to a Rule promulgated by the Securities and Exchange Commission
(the "Commission") that, if the Company fails to meet criteria set forth in such
rule,   imposes  various  practice   requirements  on  broker-dealers  who  sell
securities governed by the Rule to persons other than established  customers and
accredited  investors.  For these types of transactions,  the broker-dealer must
make a special suitability determination for the purchaser and have received the
purchaser's written consent to the transactions prior to sale. Consequently, the
rule may have an adverse  effect on the  ability of  broker-dealers  to sell the
securities,  which may affect the ability of  purchasers in the offering to sell
the securities in the secondary market.

DIVIDEND HISTORY AND POLICY

     The  Company  has  never  paid  cash  dividends  on its  Common  Stock  and
anticipates  that,  for the  foreseeable  future,  it will  continue to follow a
policy of retaining  earnings to finance the  expansion and  development  of its
business. The Company's debt agreements restrict the payment of dividends.

RECENT FINANCING

         In  connection  with the sale of notes and  warrants  to SVP,  S.A.  in
August  1997,  as  described  in Item 7, the  Company  relied  on the  exemption
provided by Section 4(2) of the Securities Act of 1933, as amended, and utilized
the net proceeds of the financing for working capital purposes.

                                       15
<PAGE>


                                     ITEM 6
                             SELECTED FINANCIAL DATA

         The  following  financial  data set  forth  below is  derived  from the
 consolidated financial statements of the Company.

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                               YEARS ENDED DECEMBER 31,
                                                                                (Amounts in thousands)

                                                         1997            1996             1995             1994            1993
                                                         ----            ----             ----             ----            ----
<S>                                                   <C>             <C>              <C>              <C>             <C>
Revenues                                              $32,027         $30,525          $28,606          $24,357         $20,257
Operating (Loss) Income                               (3,136)           (824)            1,050            1,144             726
Cumulative effect of
 change in Accounting for
 income taxes                                              -               -                 -                -             157
Net (Loss) Income                                     (2,852)           (719)              476              673             726

(Loss) Earnings per Common
 and Common Stock Equivalent Share
 (Loss) Income before
  cumulative effect of
  change in accounting
     Basic                                             (.43)           (.11)              .08              .11              .09
     Diluted                                           (.43)           (.11)              .07              .10              .09
 Cumulative effect of
  change in accounting for
  income taxes
     Basic                                                 -               -                -                -              .03
     Diluted                                               -               -                -                -              .02
 Net (Loss) Income Per
  Common and Common Stock
  Equivalent Share
     Basic                                             (.43)           (.11)              .08              .11              .12
     Diluted                                           (.43)           (.11)              .07              .10              .11

 Weighted Average Number
  of Common and Common Stock
  Equivalent Shares
  Outstanding
     Basic                                             6,593            6,434            6,217            6,198           6,175
     Diluted                                           6,593            6,434            6,672            6,660           6,537
 Cash Dividends Declared
  Per Common Share                                         -               -                -                 -               -
</TABLE>


<TABLE>
<CAPTION>
BALANCE SHEET DATA
                                                                                      DECEMBER 31,
                                                                                 (Amounts in thousands)
<S>                                                   <C>              <C>              <C>               <C>              <C>
                                                        1997             1996             1995              1994             1993
                                                        ----             ----             ----              ----             ----
Working Capital                                       $1,016           $3,930           $3,854            $2,796           $2,713
Total Assets                                          12,481           12,946           11,445             9,705            7,050
Long-Term indebtedness
 excluding amounts
 currently payable                                     3,801            3,826            2,896             1,191              207
Shareholders' Equity                                   1,218            4,059            4,659             4,160            3,495
</TABLE>
                                       16
<PAGE>



                                     ITEM 7

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

GENERAL

          The  growth  strategy  implemented  by the  Company  during the fourth
quarter of 1996 when the Company  closed a $2.5  million  financing  arrangement
(12% subordinated  notes, and warrants to purchase common stock, of the Company)
has  resulted in a  significant  increase in  operating  expenses  during  1997.
However,   revenues,   which  grew  by  4.9%  to  $32,027,000   for  1997,  were
significantly  below  expectation  for the year.  The  Company  reported  in its
Quarterly  Report on Form 10-Q for the three  months ended  September  30, 1997,
that it began slowing the growth of operating  expenses,  and reported a decline
in its direct costs as a percentage  of revenues to 56.7% for the third  quarter
of 1997 compared to 58.2% for the first six months of 1997.  The trend  remained
steady  during the fourth  quarter of 1997 as direct  costs were 56.7% of fourth
quarter 1997 revenues. Additionally, during the fourth quarter of 1997, selling,
general and administrative expenses were reduced to 44.9% of revenues,  compared
to 47.7% of revenues for the first nine months of 1997.

          During the fourth quarter of 1997, the Company  decided to abandon the
growth  strategy  implemented  during the fourth quarter of 1996 and to re-focus
its efforts on its core competencies. The Company's remaining services will come
from the  Quick  Consulting  and  Research  Service  ("QCS")  and the  Strategic
Consulting and Research Division ("SRD"), its research-for-hire  businesses.  As
such,  during the fourth  quarter of 1997 the  Company  sold  virtually  all the
assets of its Emerging  Technologies  Research Group  ("ETRG"),  and retained an
investment  banking firm to  effectuate  the sale of virtually all the remaining
assets of its Published  Research  Division.  During the fourth quarter of 1997,
the  Company  recognized  a loss on the sale of the ETRG  assets of $28,000  and
recorded  an  impairment  loss of  $1,047,000  on the  remaining  assets  of the
Published  Research Division held for sale. The Company  anticipates the sale to
occur during the second  quarter of 1998, but there can be no assurances in this
regard.  The revenues from Published  Research accounted 19%, 20% and 21% of the
Company's  total revenues  during 1997,  1996 and 1995,  respectively.  As such,
overall revenues for 1998 are expected to decline versus 1997.

          Additionally,  the Company ceased  operation of its FIND/SVP  Internet
Services,  Inc.  subsidiary as of December 31, 1997.  The original  intention of
this subsidiary was to provide services to the consumer  oriented market via the
Internet.  The Company  decided not to make any  additional  investments in this
service. Accordingly, the Company has written down the assets in this subsidiary
by $408,000, to zero. Additionally, the Company has accrued $35,000 of severance
cost, all of which will be paid by March 31, 1998, $16,000 of shut-down costs to
be paid in the first  quarter of 1998 and rent expense of $41,000 to cover rents
payable in the first quarter of 1998 while the Company negotiates the

                                       17
<PAGE>

release  of its  obligations  with the  landlord.  If any  additional  rents are
incurred, they will be expensed in 1998.

     On January 15, 1998,  the Company  entered into an agreement with SVP, S.A.
("SVP")  pursuant to which SVP purchased  $1,000,000  of the common  stock,  par
value $.0001 per share, of the Company  ("common stock") at $1.25 per share. The
transaction was completed in two parts. The Company issued 600,000 shares to SVP
and issued a $250,000  Convertible  Note on January 15, 1998. The Note converted
into 200,000  shares on February 20, 1998 when those shares became  available to
issue in connection with the Company's litigation settlement.  See Item 3, Legal
Proceedings.

     With this  transaction,  coupled with additional shares purchased by SVP in
conjunction  with the  settlement of a lawsuit (See Item 3, Legal  Proceedings),
SVP and its affiliates  currently own  approximately 37% of the then outstanding
shares in the Company, excluding outstanding warrants. This ownership percentage
has triggered clauses in the employment contract of the President of the Company
and in the severance  agreements  for two executive  officers  which would allow
them to resign  due to a defined  change in control  and  receive  severance  in
accordance with their respective  agreements.  In consideration of SVP providing
two  $1,000,000  letters of credit,  in March 1998, to secure the Company's debt
agreements with a commercial  bank, on March 29, 1998, the President  waived his
rights  related to the change of control  provision in his contract,  only as it
relates to the holdings of SVP, S.A. and its affiliates, in the Company. To date
the two executive  officers have not expressed  intent on exercising such clause
in their  respective  agreements.  If the two executive  officers were to tender
their  resignation  based on this event,  the liability  would be  approximately
$340,000,  payable over a one year period,  plus the vesting of 77,000 currently
non-exercisable options.

     During  1997,  the  Company  had net  borrowings  of  $1,249,000  under its
Commercial  Revolving  Promissory  Notes (the "Note") with State Street Bank and
Trust  Company (the  "Bank").  The original  note with the Bank was scheduled to
expire in April 1997,  but was extended in April and October  1997.  The Company
signed an  additional  $1,000,000  line of credit with the Bank in October  1997
secured by SVP,  S.A.  The second  extension  of the Note  included  terms which
expired on December 31, 1997, but which would be  automatically  renewed through
March 26, 1998, if the Company  received a capital  contribution of no less than
$1,000,000.  The Company had a letter of intent as of December  31, 1997 for the
required capital contribution. The capital was received during the first quarter
of 1998 and the extension was granted through March 26, 1998.

     On March 30, 1998,  the Company signed a term sheet with the Bank to extend
the terms of the Note until March 25, 1999. The amount  available under the Note
will be reduced to $1,000,000,  less outstanding  letters of credit,  which were
$148,000 as of March 30, 1998. On March 27, 1998,  SVP provided  credit  support
for the Note in the form of a  $1,000,000  letter of credit.  Additionally,  SVP
provided a second letter of credit to secure the two five-year  term notes.  The
dollar  amount of the second letter of credit will at all times equal the lesser
of (a) the aggregate  principal amount of the term loans or (b) $1,000,000.  The
interest rate on the Note will be the Bank's prime rate plus  one-quarter of one
percent (currently 8.75%).
                                       18
<PAGE>

     Based on the financial  circumstances  of the Company,  and the decision to
sell or shut down various  product lines and  services,  as of December 31, 1997
the Company  reduced its general and  administrative  staffing.  Accordingly,  a
restructuring charge of $155,000 was recorded at December 31, 1997.

     On March 27,  1998,  the  Company  implemented  a cost  cutting  plan which
includes the  reduction  of  approximately  20  full-time  positions in its core
businesses.  As such,  the Company  expects to record a charge for severance and
related costs of approximately $325,000 during the quarter ended March 31, 1998.
The Company  believes  this action,  coupled  with the  reduction in general and
administrative  staff at the end of 1997 and significant  cost reductions in non
full-time labor during the second half of 1997, will  significantly  improve its
ability to return to  profitability  in 1998,  but there can be no assurances in
this regard.

REVENUES

     The Company's  revenues  increased by $1,502,000 or 4.9% to  $32,027,000 in
1997 and by $1,919,000 or 6.7% to $30,525,000 in 1996 from  $28,606,000 in 1995.
The  increase  in 1997  was due to  revenue  increases  in the  Company's  Quick
Consulting and Research  Service area and the Strategic  Consulting and Research
area, partially offset by a decline in Published Research revenues. The increase
in 1996 was due to revenue increases in all facets of the Company.

     The  Company's  Quick  Consulting  and Research  Service  revenues  grew by
$798,000 or 4.1% to $20,516,000 in 1997 and by $1,086,000 or 5.8% to $19,718,000
in 1996.  The  increases in 1997 and 1996 were due to an increase in the average
retainer fee paid per client, due primarily to an increase in fees.

     Revenues  in the  Strategic  Consulting  and  Research  area of the Company
increased  $993,000  or 22.3% to  $5,443,000  in 1997 and  $496,000  or 12.5% to
$4,450,000  in 1996.  The  increases  were due  primarily  to an increase in the
number of assignments and their average size, resulting from improved marketing.
The  increase in 1997 versus 1996 as a percentage  of revenue was stronger  than
that of 1996  versus  1995 as this unit  experienced  weakness  during the third
quarter of 1996  which  reduced  the  overall  increase  compared  to 1995.  The
Customer  Satisfaction and Loyalty Division accounted for 15.7%, 17.8% and 18.5%
of the Strategic Consulting and Research area's revenue for 1997, 1996 and 1995,
respectively.

     Revenues of Published  Research decreased $210,000 or 3.5% to $5,839,000 in
1997 and increased $872,000 or 16.8% to $6,049,000 in 1996. The decrease in 1997
was primarily  due to lower  revenues  from the Emerging  Technologies  Research
Group which was sold during the fourth  quarter of 1997,  coupled  with  reduced
print sales of published  studies,  partially offset by increased  revenues from
third-party on-line vendors. The increase in 1996 was due primarily to increased
sales of published  studies both in print and electronic format and the sales of
the  Emerging   Technologies  Research  Group's  multi-client  studies  and  the
Continuous Advisory Service (which began in June 1996).

                                       19

<PAGE>


     The Company operates a small newsletter publishing  operation.  However the
newsletters that are produced  generated less than 1% of the Company's  revenues
in 1997, 1996 and 1995.

DIRECT COSTS

     Direct costs  increased by $1,053,000 or 6.1% to $18,402,000 in 1997 and by
$1,684,000 or 10.8% to  $17,349,000  in 1996 from  $15,665,000  in 1995.  Direct
costs represented  57.5%,  56.8% and 54.8% of revenues,  respectively,  in those
years. The increase in total direct costs is due to new service offerings,  such
as the Continuous Advisory Service in the Emerging  Technologies Research Group,
a part of  Published  Research,  which  began  in  June  1996,  and the  planned
expansion of current  services.  The changes in the percentage of revenue is due
mainly to the timing of costs  related to the  expansion of services  versus the
timing of the incremental  revenue.  Virtually all of the assets of the Emerging
Technologies  Research Group were sold during the fourth quarter of 1997. During
the fourth quarter of 1997,  direct costs were $4,592,000 or 56.7% of the fourth
quarter 1997  revenues.  This  compares to 1996 fourth  quarter  direct costs of
4,661,000 or 62.6% of fourth quarter 1996 revenues.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,  general and  administrative  expenses  increased by $1,861,000 or
14.1% to  $15,059,000 or 47.0% of revenues in 1997 and by $1,307,000 or 11.0% to
$13,198,000  or 43.2% of revenues in 1996 from  $11,891,000 or 41.6% of revenues
in 1995.  The  increase in expenses in the selling,  general and  administrative
areas is due to the  investment  in sales and  promotional  efforts to  generate
incremental  revenues  in  accordance  with the  Company's  growth  plans and to
support the planned growth of the operating units.  During the fourth quarter of
1997, the Company began slowing down the rate of growth in these areas. As such,
as a percentage of revenues in the fourth quarter of 1997, selling,  general and
administrative  expenses  were 44.9% of fourth  quarter  revenues  versus  47.7%
through the first nine months of 1997.

     Additionally,  on December  31, 1997,  the Company  reduced its general and
administrative  staff, and accordingly,  the Company recorded a severance charge
of $155,000 in the fourth quarter of 1997.

     The Company's lease for its main premises includes scheduled rent increases
over the 15-year lease term.  Financial Accounting Standards Board Statement No.
13 ("FASB No. 13")  requires  that rent  expense  under these  circumstances  be
recognized on a straight-line basis.  Accordingly,  rent expense will exceed the
amount  actually  paid in the first  third of the lease,  will be  approximately
equal to the amount  actually  paid in the middle third of the lease and will be
less than the amount  actually  paid in the final third of the lease.  Partly as
the result of the lease renegotiations in 1992 which extended the lease term for
three  additional  years with a reduced base rent for those years,  rent payable
exceeded rent expense by $170,000 in 1997 for the main  premises.  The Company's
lease for additional premises includes scheduled rent increases over the 10-year
lease  term.  FASB  No.  13  requires  that  rent  expense  be  recognized  on a
straight-line  basis. As a result, rent expense exceeded rent payable by

                                       20
<PAGE>

$85,000  in 1997 for the  additional  premises.  In 1997,  1996 and 1995,  total
accrued rent payable decreased by $85,000,  $71,000 and $182,000,  respectively.
See Note 3 of Notes to Consolidated Financial Statements.

IMPAIRMENT LOSS

     Due to continued weakness in the Published Research Division, and a plan to
re-focus the  Company's  attention on its core  competencies,  during the fourth
quarter of 1997, the Company decided to sell the majority of assets held in this
Division,  and,  accordingly has retained the services of an investment  banking
firm to effectuate the sale. As a result,  the Company has reported the carrying
value of the assets  held for sale at the lower of cost or their  estimated  net
realizable values. As a result of the Company's decision,  an impairment loss of
$1,047,000  was recorded in December  1997. The Company has presented the assets
held for sale as a separate  line item in its  December  31,  1997  consolidated
balance sheet.  Discussions with potential buyers are in the early stages,  and,
accordingly,  the Company will review its  estimated  net  realizable  values as
additional information becomes available.

     The  aforementioned  charge included  write-downs of inventory of $517,000,
fixed assets of $405,000,  goodwill of $102,000 and deferred charges of $23,000.
There are no cash implications relating to this charge.

SALE OF ETRG ASSETS AND ASSET DISPOSAL

     During the fourth  quarter of 1997, the Company sold certain assets held in
its  Emerging  Technologies  Research  Group  ("ETRG").  The Company  recorded a
$28,000  loss  related  to this  sale.  In  accordance  with  the  terms  of the
Agreement,  the Company received a two-year $125,000 Note bearing interest at an
annual rate of 10% and has retained a security interest in the ETRG database.  A
principal  payment  of  $31,250  plus  accrued  interest  is due on May 4, 1998.
Commencing on August 4, 1998, and on the fourth day of each November,  February,
May and August thereafter,  quarterly principal payments of $15,625 plus accrued
interest is due. The final  payment is due November 4, 1999. As a result of this
transaction, the Company will no longer operate its multi-client study business,
its Continuous  Advisory Service and its Interactive  Consumer  Newsletter.  The
Company has retained the rights to its currently published off-the-shelf studies
and will  receive a 5%  royalty  on sales of the above  services  for a two-year
period.

     During the fourth  quarter of 1997,  the Company  ceased  operations of its
FIND/SVP  Internet  Services,  Inc.  subsidiary.  Accordingly,  the  Company has
written down the assets in this subsidiary by $408,000,  to zero.  Additionally,
the Company has accrued  $35,000 of severance cost, all of which will be paid by
March 31, 1998;  $16,000 of shut-down  costs to be paid in the first  quarter of
1998;  and,  rent expense of $41,000 to cover rents payable in the first quarter
of 1998 while the Company  negotiates  the release of its  obligations  with the
landlord. If any additional rents are incurred, they will be expensed in 1998.

                                       21
<PAGE>

RESTRUCTURING CHARGE

          In conjunction with the Company's  decision to re-focus its efforts on
its core competencies,  the Company reduced its general and administrative staff
on December 31, 1997. Accordingly, the Company recorded a $155,000 restructuring
charge during the fourth quarter of 1997, all of which will be paid in 1998.

          Due to lower than  expected  revenues  and  profits  in the  Published
Research  Division during the third quarter of 1996, and due to the anticipation
of a more aggressive  growth strategy which integrated the products and services
of the Company,  the Company announced and immediately began implementing a plan
to restructure and consolidate operations, which included the re-organization of
its operating  units and a change in the method of marketing  and  cross-selling
its various products.  This plan resulted in a pre-tax charge of $802,000 during
the third quarter of 1996.

          The charge included a writedown of certain Published Research products
and deferred charges of $490,000,  severance and retirement charges of $167,000,
charges  relating to  marketing  and planning  materials  which will not be used
after the  restructuring  of  $117,000  and charges  for the  consolidation  and
reduction of several small,  unprofitable  product  groups of $28,000,  of which
$47,000 and $122,000 in severance and  retirement  payments has been included in
accrued expenses as of December 31, 1997 and 1996.

OPERATING (LOSS) INCOME

          The Company's operating losses were $3,136,000 in 1997 and $824,000 in
1996 as compared to operating  income of $1,050,000 in 1995.  The operating loss
in 1997 was primarily due to increased  operating  expenses  during 1997 without
the commensurate level of increased revenues resulting in a loss from operations
of $1,434,000,  coupled with the recording of an impairment  loss on assets held
for  sale of  $1,047,000,  a  charge  of  $500,000  for an  asset  disposal  and
restructuring charges of $155,000.  The operating loss in 1996 was due primarily
to an $802,000  restructuring  charge in the third quarter of 1996, coupled with
an increase in direct costs and selling,  general and administrative expenses as
a percentage of revenues.

INTEREST INCOME AND EXPENSE; OTHER ITEMS

          In  1997,  the  Company  earned  $13,000  in  interest  income,  which
decreased from $19,000 in 1996 and $49,000 in 1995. The decrease was a result of
a lower level of cash invested.

          Interest  expense in 1997 was  $597,000,  which was an  increase  from
$320,000 in 1996 and $255,000 in 1995. The increase in interest expense for 1997
was primarily due to the issuance of subordinated notes in the fourth quarter of
1996 and the third quarter of 1997,  slightly  offset by a reduction in interest
on term notes.  The increase in interest  expense in 1996 was  primarily  due to
additional  bank  borrowings  during the second  quarter of 1996 for  equipment,
additional borrowings under the Company's revolving credit line during the first
ten months of 1996 and the  issuance  of  subordinated  notes  during the fourth
quarter of 1996.
                                       22
<PAGE>

          In 1996, the Company recorded a loss on sale of marketable  investment
securities of $8,000,  resulting from the sale of certain securities  classified
as available for sale for $168,000.  The Company also recorded a loss on sale of
assets of $73,000 resulting from the sale of certain assets.

          In 1995, the Company recorded a gain on sale of marketable  investment
securities of $10,000,  resulting from the sale of certain securities classified
as available for sale for $209,000.

INCOME TAXES

          The  provision for income taxes  consists of federal,  state and local
income taxes. The $896,000 tax benefit recognized for 1997 represents 24% of the
1997 loss  before  benefit for income  taxes.  The 1997  benefit  includes a net
operating loss carryback for federal purposes, a deferred tax benefit from a net
operating loss  carryforward for federal,  state and local taxes, a net deferred
tax benefit for temporary items,  partially offset by a valuation  allowance and
expired tax credits.  Based on the Company's history of prior operating earnings
relating to its research-for-hire  businesses,  management has determined that a
valuation  allowance of $519,000 is necessary due to the  uncertainty  of future
earnings to realize the entire net deferred tax asset.

          The $487,000 tax benefit  recognized  for 1996  represents  40% of the
1996 loss before  benefit for income  taxes.  The 1996 benefit  represents a net
operating loss carryback for federal purposes, a deferred tax benefit from a net
operating loss  carryforward  for state and local taxes,  and a net deferred tax
benefit for temporary  items,  partially offset by a prior period under accrual.
The effective tax rate was 44% in 1995.


LIQUIDITY AND CAPITAL RESOURCES

          The Company finances its business  primarily from operating  revenues,
working capital  provided by deferred  revenues in the form of prepaid  retainer
fees, bank debt and subordinated notes.

          In 1997,  there was a positive cash flow from operating  activities of
$236,000.  This  resulted from a net loss of  $2,852,000,  a decrease in accrued
rent payable of $85,000,  an increase in cash surrender  value of life insurance
of $55,000,  an increase in deferred income taxes of $668,000 and an increase in
accounts  receivable  of  $799,000.   These  items  were  more  than  offset  by
depreciation and amortization of $1,147,000,  the non-cash portion of impairment
loss of $1,047,000,  the non-cash portion of asset disposal of $408,000,  a loss
on sale of net assets of $28,000,  amortization  of discount on notes payable of
$5,000, amortization of deferred financing fees of $39,000, a $254,000 provision
for losses on accounts  receivable,  an increase  in  deferred  compensation  of
$21,000,  an increase in accounts  payable and accrued  expenses of $305,000,  a
decrease in prepaid  and  refundable  income  taxes of  $250,000,  a decrease in
inventory  of $413,000,  a decrease in prepaid  expenses,  deferred  charges and
goodwill of $75,000, an increase in accrued interest of $170,000 and an increase
in unearned retainer income of $533,000.

                                     23
<PAGE>

          In 1996,  there was a positive cash flow from operating  activities of
$458,000.  This resulted from a net loss of $719,000, a decrease in accrued rent
payable of $71,000,  an increase in cash  surrender  value of life  insurance of
$110,000,  an increase  in deferred  income  taxes of  $107,000,  an increase in
accounts  receivable  of $180,000,  an increase in  inventory  of  $585,000,  an
increase in prepaid  expenses,  deferred  charges and goodwill of  $430,000,  an
increase  in  security  deposits  of $7,000,  and an  increase  in  prepaid  and
refundable  income  taxes of  $543,000.  These  items  were more than  offset by
depreciation  and  amortization  of $974,000,  amortization of discount on notes
payable of $1,000, the non-cash portion of restructuring  charge of $610,000,  a
$287,000  provision  for  losses  on  accounts  receivable,  a loss  on  sale of
marketable investment securities of $8,000, a loss on sale of assets of $73,000,
common  stock   issued  for  services  of  $40,000,   an  increase  in  deferred
compensation of $25,000, an increase in accounts payable and accrued expenses of
$590,000,  amortization of deferred  financing fees of $15,000,  and increase in
accrued  interest of $34,000 and an  increase  in  unearned  retainer  income of
$553,000.

          In 1995,  there was a negative cash flow from operating  activities of
$504,000.  Positive cash flow resulted from net income of $476,000  adjusted for
depreciation  and amortization of $865,000,  a $179,000  provision for losses on
accounts  receivable,  an increase in accounts  payable and accrued  expenses of
$71,000,  an  increase in  unearned  income of $35,000,  an increase in deferred
compensation of $21,000, a decrease in security deposits of $1,000, amortization
of deferred financing fees of $7,000, an increase in accrued interest of $24,000
and a write-down of investment in joint venture of $1,000. These items were more
than offset by a $479,000 increase in accounts  receivable,  a $488,000 increase
in prepaid  expenses,  deferred  charges and  goodwill,  a $716,000  increase in
inventory,  a $216,000 decrease in taxes payable, a $182,000 decrease in accrued
rent, a $10,000 gain on the sale of marketable investment securities,  a $54,000
increase  in cash  surrender  value of life  insurance,  a $33,000  increase  in
deferred  income taxes and a $6,000  increase in prepaid and  refundable  income
taxes.

          Capital  expenditures were $1,939,000,  $1,509,000,  and $1,246,000 in
1997, 1996 and 1995, respectively, and consisted principally of migration of the
Company's  10 year old  management  information  systems  from a Wang VS 65 to a
Windows NT based system,  computer equipment to improve the consultants' ability
to  communicate  with  clients,  access the Internet and integrate the Company's
products, as well as to expand the Company's enterprise network.

          In 1997 the  Company  received  $50,000  for the  repayment  of a note
receivable.

          On March 30,  1998 the Company  signed a term sheet with State  Street
Bank and Trust (the "Bank") to extend,  until March 25,  1999,  the terms of the
existing Commercial Revolving Promissory Note (the "Note") dated April 27, 1995.
The  amount  available  under  the Note  will be  reduced  to  $1,000,000,  less
outstanding  letters of credit,  which were  $148,000 as of March 30,  1998.  On
March  27,  1998,  SVP  provided  credit  support  for the Note in the form of a
$1,000,000  letter of credit.  Additionally,  SVP  provided  a second  letter of
credit to secure the two five-year  term notes.  The dollar amount of the second
letter  of  credit  will at all times  equal  the  lesser  of (a) the  aggregate
principal  amount of the term loans or (b) $1,000,000.  The interest rate on the
Note will be the Bank's prime rate plus  one-quarter  of one percent  (currently
8.75%).  The  Company  must

                                       24
<PAGE>

continue to retain the services of an outside management consultant,  originally
retained in October 1997, through September 30, 1998.

          On January 15, 1998,  the Company signed an amendment to the Note with
the Bank.  This amendment was in accordance  with terms agreed to in an October,
1997  amendment  which  modified  the terms of the existing  Note.  The Bank had
extended the terms of the Note from  September 30, 1997 to December 31, 1997 and
amended the financial  convenants  and certain  terms of the Note.  The interest
rate, as amended,  is one and one-half  percent above the Bank's prime rate. The
agreement  included an automatic  extension of the term of the Note to March 26,
1998 provided the Company is in compliance  with the terms and conditions of the
agreement  and either the  Company has entered  into an  agreement  with a third
party to sell assets in an amount  sufficient  to pay off the  outstanding  term
loans or the  Company  has  received  a  capital  contribution  of no less  than
$1,000,000.  The Company  received a $1,000,000  capital  contribution  from SVP
during  the first  quarter of 1998.  The Bank  required  the  Company to hire an
outside management  consulting firm during October 1997 to assist the Company in
formulating  its 1998  management  plan.  The plan was  approved by the Board of
Directors on December 9, 1997,  and the Board required the Company to retain the
services  of this  firm  to  assist  the  management  of the  Company  with  the
implementation of the 1998 plan.

          Additionally,   in  October  1997  the  Company  signed  a  Commercial
Revolving Promissory Note for up to an additional  $1,000,000 with the Bank. The
terms are  similar to those of the amended  $2,500,000  Note dated July 24, 1997
(see below).  The  $1,000,000  facility is secured by a standby letter of credit
provided by SVP. This facility was renewed on January 15, 1998.  The  $1,000,000
standby letter of credit remained in place.

          On July 24, 1997, the Company signed an amendment to the Note with the
Bank increasing the available credit to $2,500,000 from $2,000,000. The $500,000
additional  credit was  secured  by the  anticipated  tax refund  related to the
Company's 1996 loss. During the fourth quarter of 1997, the Company received the
refund and the available credit was reduced accordingly.

          The Company's  Revolving and Term  Promissory  Notes with the Bank are
secured by all of the assets of the Company.  As of December 31, 1997, there was
$1,350,000  outstanding on the term loans and $1,249,000  outstanding  under the
revolving  credit  agreements.  The revolving credit agreement is used to secure
certain  long-term  letters of credit in the amount of $148,000.  As such, as of
December 31, 1997, the availability  under the revolving  credit  agreements was
$1,603,000.

          On October 31, 1996, the Company and its  subsidiaries  entered into a
Note and Warrant  Purchase  Agreement (the  "Agreement")  with Furman Selz SBIC,
L.P. ("Furman Selz"). Pursuant to the Agreement,  Furman Selz purchased from the
Company and its  subsidiaries,  for an aggregate  consideration  of  $2,025,000,
five-year promissory notes ("Notes") in the principal amount of $2,025,000,  and
ten-year  warrants  ("Warrants")  to purchase  900,000  shares of the  Company's
common stock, at $2.25 per share.


          The Agreement also provided that the Company and its  subsidiaries may
enter into an agreement on similar terms with SVP,  S.A. or  affiliates  thereof
("SVP"),  pursuant  to which SVP may  purchase  Notes from the

                                     25
<PAGE>

Company  and its  subsidiaries  up to the  principal  amount  of  $475,000,  and
Warrants to purchase up to 211,111 shares of Common Stock at $2.25 per share. On
November  30,  1996,  the Company  and SVP entered  into such a Note and Warrant
Agreement as described above, for an aggregate consideration of $475,000.

     The Notes accrue interest at an annual rate of 12% on the unpaid  principal
balance.  Accrued but unpaid  interest is due and payable on November  30, 1997,
November  30,  1998  and on May 30 and  November  30 of  each  year  thereafter,
commencing on May 30, 1999,  except that final payment of interest  shall be due
and payable on October 31, 2001, and one-half of the interest due and payable on
November  30,  1997 shall be  deferred  and  payable on  November  30,  2000 and
one-half of the interest due and payable on November 30, 1998,  May 30, 1999 and
November  30,  1999 shall be  deferred  and  payable on October  31,  2001.  Any
interest  deferred shall  compound and accrue  interest at the rate of the Notes
until paid.

     The Agreement  further  provided that Furman Selz and SVP, at their option,
can purchase up to the amount of their respective initial investments,  up to an
additional  $2,500,000 in Notes and Warrants on the same terms and conditions as
the first $2,500,000,  at any time before December 31, 1997. On August 25, 1997,
SVP purchased 475,000 units,  consisting of $475,000  principal amount of Option
Notes and Option  Warrants to purchase  211,111  shares of Common Stock at $2.25
per share. SVP, at December 31, 1997, were beneficial owners of 1,649,485 shares
of Common Stock,  including  shares  issuable  under  outstanding  Warrants,  or
approximately  23.6% of the  outstanding  shares if the Warrants are  exercised.
During the first quarter of 1998,  SVP increased its ownership in the Company to
approximately  37%  of  the  then  outstanding  shares,   excluding  outstanding
warrants.

     On September 19, 1996, the Company signed a thirty-day Commercial Revolving
Promissory  Note with the Bank for $500,000 at .25  percentage  points above the
prime rate.  The Note  expired on October 18, 1996 and was  accordingly  paid in
full and  cancelled  on that date.  The Note was in addition  to the  $2,000,000
Commercial  Revolving Promissory Note with State Street Bank signed on April 27,
1995.

     On May 31, 1996,  the Company  signed a  Commercial  Term Loan and Security
Agreement  with the Bank for  $500,000.  The Term  Loan is for a period  of five
years at .75  percentage  points  above the prime  rate and  requires  quarterly
principal payments of $25,000.  As of December 31, 1997, the balance outstanding
was $350,000.

     On April 27, 1995, in conjunction with a refinancing of the Company's prior
banking arrangements,  the Company signed a Commercial Revolving Loan, Term Loan
and Security Agreement with State Street Bank and Trust Company for a $2,000,000
Commercial Revolving Promissory Note and a $2,000,000 Commercial Term Promissory
Note. The Commercial  Revolving  Promissory Note is for a period of two years at
 .25 percentage  points above the prime rate, and the Commercial Term Note is for
a period of five years at an interest rate of 8.86% per annum. The Revolving and
Term  Promissory  Notes are  secured  by all of the assets of the  Company.  The
principal payment schedule for the Term Promissory Note is $100,000 per quarter.
As of December 31, 1997, the balance  outstanding was $1,000,000.  Additionally,
there was $1,249,000 outstanding under the $2,000,000 revolving credit agreement
with State Street Bank at December 31, 1997.

                                       26
<PAGE>

     During the fourth quarter of 1997, the Company  recorded an impairment loss
on assets  held for sale of  $1,047,000.  None of this  charge  required  a cash
outlay.

     During the fourth  quarter of 1997,  the Company  ceased  operations of its
FIND/SVP Internet Services,  Inc. subsidiary and recorded a charge for the asset
disposal of $500,000, which will include $92,000 of cash expenditures in 1998.

     The  Company  recorded a  restructuring  charge of  $155,000  in the fourth
quarter of 1997, requiring cash expenditures of $155,000 in 1998.

     During 1997,  the Company issued 25,000 shares of common stock with a value
of $37,000 to a third party for services rendered.

     In  connection  with the Company's  sale of ETRG's assets during 1997,  the
Company received a $125,000 two-year note.

     The Company recorded an $802,000  restructuring charge to operations in the
third quarter of 1996, which included  $70,000 of cash  expenditures in 1996 and
future cash expenditures of $122,000.

     During 1996,  the Company issued 21,940 shares of common stock with a value
of $40,000 to a third party for services rendered.

     The  Company's  working  capital was  $1,016,000  at December 31, 1997,  as
compared to  $3,930,000  at December 31, 1996.  Cash  balances were $139,000 and
$634,000 on December 31, 1997 and 1996, respectively.

     The Company  expects to spend  approximately  $750,000 for capital items in
1998,  the major  portion  of which will be to  complete  the  migration  of the
Company's proprietary management information system to its new platform.

     The Company  believes that cash flow from  operations and borrowings  under
the line of credit,  along with the  potential  proceeds from the sale of assets
held for sale at December 31, 1997,  will be sufficient to cover its  operations
and  expected  capital  expenditures  for the  next 12  months  and  that it has
sufficient liquidity for the next 12 months.

     The Company had  non-cash  financing  activities  relating to the  cashless
exercise of stock options. In the 12-month period ended December 31, 1997, 8,000
options were exercised at $0.63, in exchange for 2,000 shares of common stock of
the Company at prices ranging from $1.125 to $1.25.  Such shares were held for a
period of at least six months before the respective exchange. The value of these
transactions was $2,000.

     In the 12-month  period  ended  December  31,  1996,  275,686  options were
exercised  at prices  ranging  from  $0.275 to $2.1875,  in exchange  for 51,041
shares of common  stock of the Company at prices  ranging  from $2.125 to $3.00.
Such shares were held for a period of at least six months before the  respective
exchange. The value of these transactions was $119,000.


                                       27
<PAGE>


INFLATION

          The  Company  has in the past been able to  increase  the price of its
products and services  sufficiently  to offset the effects of inflation on wages
and other expenses, and anticipates that it will be able to do so in the future.

YEAR 2000

          The  Company  has  initiated a  comprehensive  review of all  computer
systems to determine  any Year 2000 ("Y2K")  issues.  Included in the review are
all operating  systems,  application  systems and computer BIOS. All application
programs in place are packages from software  vendors.  The Company is utilizing
in house staff familiar with the operating  systems and  application  systems to
complete the review.  Application  vendors have been  contacted to determine the
readiness of their packages for Y2K. The Company  presently  believes that, with
modifications  to existing  software and  converting  to new  software,  the Y2K
problem  should not pose  significant  operational  problems  for the  Company's
computer systems as so modified and converted.


FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS

     Certain statements contained in this "Management's  Discussion and Analysis
of Financial  Condition  and Results of  Operations"  and elsewhere in this Form
10-K that are not related to historical results, are forward looking statements.
Actual  results may differ  materially  from those  projected  or implied in the
forward looking  statements.  Further,  certain  forward looking  statements are
based upon  assumptions  of future  events,  which may not prove to be accurate.
These forward looking statements involve risks and uncertainties,  including but
not limited to the Company's dependence on regulatory approvals, its future cash
flows, sales, gross margins and operating costs, the effect of conditions in the
industry and the economy in general,  and legal proceedings.  Subsequent written
and oral  forward  looking  statements  attributable  to the  Company or persons
acting on its behalf are  expressly  qualified in their  entirety by  cautionary
statements  in this  paragraph  and  elsewhere  in this Form 10-K,  and in other
reports filed by the Company with the Securities and Exchange Commission.


                                     ITEM 7A

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           None.

                                     ITEM 8

                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


          The consolidated  financial statements and schedule of the Company are
set forth on pages F-1 through F-32 of this report.


                                       28

<PAGE>
                         FIND/SVP, INC. AND SUBSIDIARIES

             Index to Consolidated Financial Statements and Schedule

                                                                           PAGE
                                                                           ----

Independent Auditors' Report                                               F-2

Consolidated Balance Sheets as of
    December 31, 1997 and 1996                                             F-3

Consolidated Statements of Operations
    for the years ended December 31, 1997, 1996 and 1995                   F-4

Consolidated Statements of Shareholders' Equity
    for the years ended December 31, 1997, 1996 and 1995                   F-5

Consolidated Statements of Cash Flows
    for the years ended December 31, 1997, 1996 and 1995                   F-6

Notes to Consolidated Financial Statements                                 F-7

Schedule:
    Schedule II - Valuation and Qualifying Accounts                        F-32




                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
FIND/SVP, Inc.:


We have audited the consolidated financial statements of FIND/SVP, Inc. and
subsidiaries as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of FIND/SVP, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.

                                                       /S/ KPMG PEAT MARWICK LLP

New York, New York
March 30, 1998

                                      F-2
<PAGE>



                         FIND/SVP, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                           December 31, 1997 and 1996
<TABLE>
<CAPTION>
                                 ASSETS                                                      1997         1996
                                                                                             ----         ----
<S>                                                                                     <C>           <C>
Current assets:
    Cash                                                                                $   139,000   $   634,000
    Accounts receivable, less allowance for doubtful accounts of
       $118,000 in 1997 and $103,000 in 1996                                              3,394,000     2,837,000
    Note receivable (note 13)                                                                62,000        50,000
    Inventories                                                                                  -      2,281,000
    Prepaid and refundable income taxes (note 7)                                            299,000       549,000
    Deferred tax assets (note 7)                                                            286,000        99,000
    Prepaid expenses and other current assets                                               328,000       495,000
    Assets held for sale (note 12)                                                        1,558,000         -
                                                                                         ----------   -----------
                  Total current assets                                                    6,066,000     6,945,000
Equipment and leasehold improvements, at cost, less
    accumulated depreciation and amortization (note 2)                                    4,546,000     3,935,000
Other assets:
    Deferred charges                                                                        245,000       900,000
    Goodwill, net                                                                           117,000       276,000
    Note receivable (note 13)                                                                63,000            -
    Cash surrender value of life insurance                                                  479,000       424,000
    Deferred tax assets (note 7)                                                            681,000       200,000
    Deferred financing fees, net                                                            141,000       123,000
    Security deposits                                                                       143,000       143,000
                                                                                        -----------   -----------
                                                                                        $12,481,000    12,946,000
                                                                                        ===========   ===========
                  LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Notes payable, current installments (note 4)                                          1,749,000       516,000
    Trade accounts payable                                                                1,305,000     1,082,000
    Accrued expenses (notes 10, 13 and 14)                                                1,872,000     1,381,000
    Accrued interest, current installments (note 4)                                         124,000        36,000
                                                                                        -----------   -----------
                  Total current liabilities                                               5,050,000     3,015,000
                                                                                        -----------   -----------
Unearned retainer income                                                                  2,023,000     1,675,000
Notes payable, net, excluding current installments (note 4)                               3,801,000     3,826,000
Accrued interest, excluding current installments (note 4)                                   104,000        22,000
Accrued rent payable (note 3)                                                               112,000       197,000
Deferred compensation (note 8(b))                                                           173,000       152,000
Shareholders' equity (note 5):
    Preferred stock, $.0001 par value.  Authorized 2,000,000 shares;
       none issued and outstanding                                                               -             -
    Common stock, $.0001 par value.  Authorized 10,000,000 shares;
       issued and outstanding 6,575,669 shares in 1997;
       issued and outstanding 6,548,184 shares in 1996                                        1,000         1,000
    Capital in excess of par value                                                        3,872,000     3,861,000
    Accumulated (deficit) earnings                                                       (2,655,000)      197,000
                                                                                        ------------  -----------
                  Total shareholders' equity                                              1,218,000     4,059,000
                                                                                        ------------  -----------
Commitments and contingencies (notes 3 through 8, 11, 15 and 16)
                                                                                        $12,481,000   $12,946,000
                                                                                        ===========   ===========
</TABLE>
See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                  Years ended December 31, 1997, 1996 and 1995


<TABLE>
<CAPTION>
                                                                   1997             1996              1995
                                                                   ----             ----              ----
<S>                                                              <C>             <C>               <C>
Revenues                                                         $32,027,000     $30,525,000       $28,606,000
                                                                 -----------     -----------       -----------

Operating expenses:
    Direct costs                                                  18,402,000      17,349,000        15,665,000
    Selling, general and administrative
       expenses (notes 3, 6 and 8)                                15,059,000      13,198,000        11,891,000
    Impairment loss (note 12)                                      1,047,000              -                 -
    Asset disposal (note 13)                                         500,000              -                 -
    Restructuring charge (note 14)                                   155,000         802,000                -
                                                                 ------------    -----------       -----------
                  Operating (loss) income                         (3,136,000)       (824,000)        1,050,000

Interest income                                                       13,000          19,000            49,000
Loss on sale of net assets (note 13)                                 (28,000)        (73,000)               -
(Loss) gain on sale of marketable investment
    securities                                                            -           (8,000)           10,000
Interest expense (note 4)                                           (597,000)       (320,000)         (255,000)
                                                                 ------------    ------------       ----------
                  (Loss) income before (benefit)
                     provision for income taxes                   (3,748,000)     (1,206,000)          854,000

(Benefit) provision for income taxes (note 7)                       (896,000)       (487,000)          378,000
                                                                 ------------    -----------        ----------

                  Net (loss) income                              $(2,852,000)       (719,000)          476,000
                                                                 ============    ===========        ==========


(Loss) earnings per common and common stock equivalent share:
       Basic                                                     $      (.43)           (.11)              .08
                                                                        =====          =====               ===
       Diluted                                                          (.43)           (.11)              .07
                                                                        =====          =====               ===

Weighted average number of common and common stock
     equivalent shares outstanding:
       Basic                                                       6,592,773       6,433,966         6,216,756
                                                                   =========       =========         =========
       Diluted                                                     6,592,773       6,433,966         6,672,480
                                                                   =========       =========         =========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                      F-4
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES

                 Consolidated Statements of Shareholders' Equity
                  Years ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                        PREFERRED STOCK              COMMON STOCK          CAPITAL IN
                                                     --------------------        ---------------------      EXCESS OF
                                                     SHARES        AMOUNT        SHARES         AMOUNT      PAR VALUE
                                                     ------        ------        ------         ------      ---------
<S>                                               <C>          <C>              <C>             <C>           <C>
Balance at December 31, 1994                             -     $      -         6,204,648       $ 1,000       3,748,000
Net income                                               -            -                -             -               -
Purchase of treasury stock                               -            -                -             -               -
Exercise of stock options and warrants                   -            -            21,200            -           24,000
Retirement of common stock                               -            -           (15,000)           -          (30,000)
Change in market value of available-
    for-sale securities (net of tax
    effect of $14,000)                                   -            -                -             -               -
Investment in joint venture                              -            -                -             -            1,000
                                                 ----------      -------    -------------       -------    ------------
Balance at December 31, 1995                             -            -         6,210,848         1,000       3,743,000
                                                 ----------      -------    -------------       -------    ------------
Net loss                                                 -            -                -             -               -
Exercise of stock options and warrants                   -            -           315,396            -           53,000
Common stock issued for services                         -            -            21,940            -           40,000
Sale of warrants in connection with
     Series A Senior Subordinated Notes                  -            -                -             -           25,000
Change in market value of available-
    for-sale securities (net of tax effect of $0)        -            -                -             -               -
                                                 ----------      -------    -------------       -------    ------------
Balance at December 31, 1996                             -            -         6,548,184         1,000       3,861,000
                                                 ----------      -------    -------------       -------    ------------
Net loss                                                 -            -                -             -               -
Purchase of treasury stock                               -            -                -             -               -
Exercise of stock options and warrants                   -            -            74,985            -           57,000
Retirement of treasury shares                            -            -           (72,500)           -          (88,000)
Common stock issued for services                         -            -            25,000            -           37,000
Sale of warrants in connection with
     Series A Senior Subordinated Notes                  -            -                -             -            5,000
                                                 ----------      -------    -------------       -------    ------------

Balance at December 31, 1997                             -     $      -         6,575,669       $ 1,000       3,872,000
                                                 ==========    =========    =============       =======    ============
</TABLE>


<TABLE>
<CAPTION>
                                                    ACCUMULATED         TREASURY STOCK           GAINS (LOSSES)          TOTAL
                                                     EARNINGS      -----------------------       ON MARKETABLE       SHAREHOLDERS'
                                                     (DEFICIT)      SHARES          AMOUNT     EQUITY SECURITIES        EQUITY
                                                     ---------      ------          ------     -----------------        ------
<S>                                                   <C>          <C>           <C>                <C>               <C>
Balance at December 31, 1994                          440,000             -      $         -         (29,000)          4,160,000
Net income                                            476,000             -                -              -              476,000
Purchase of treasury stock                                 -          15,000          (30,000)            -              (30,000)
Exercise of stock options and warrants                     -              -                -              -               24,000
Retirement of common stock                                 -         (15,000)          30,000             -                   -
Change in market value of available-
    for-sale securities (net of tax
    effect of $14,000)                                     -              -                -          28,000              28,000
Investment in joint venture                                -              -                -              -                1,000
                                                   ----------     ----------      -----------     ----------        ------------
Balance at December 31, 1995                          916,000             -                -          (1,000)          4,659,000
                                                   ----------     ----------      -----------     ------------      ------------
Net loss                                             (719,000)            -                -              -             (719,000)
Exercise of stock options and warrants                     -              -                -              -               53,000
Common stock issued for services                           -              -                -              -               40,000
Sale of warrants in connection with
     Series A Senior Subordinated Notes                    -              -                -              -               25,000
Change in market value of available-
    for-sale securities (net of tax effect of $0)          -              -                -           1,000               1,000
                                                   ----------     ----------      -----------     ----------        ------------
Balance at December 31, 1996                          197,000             -                -              -            4,059,000
                                                   ----------     ----------      -----------     ----------        ------------
Net loss                                           (2,852,000)            -                -              -           (2,852,000)
Purchase of treasury stock                                            72,500          (88,000)            -              (88,000)
Exercise of stock options and warrants                     -              -                -              -               57,000
Retirement of treasury shares                              -         (72,500)          88,000             -                   -
Common stock issued for services                           -              -                -              -               37,000
Sale of warrants in connection with
     Series A Senior Subordinated Notes                    -              -                -              -                5,000
                                                   ----------     ----------      -----------     ----------        ------------

Balance at December 31, 1997                       (2,655,000)            -      $         -              -            1,218,000
                                                   ==========     ==========      ===========     ==========        ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 1997, 1996 and 1995
                                     <TABLE>
<CAPTION>
                                                                          1997            1996            1995
                                                                          ----            ----            ----
<S>                                                                    <C>              <C>              <C>
Cash flows from operating activities:
    Net (loss) income                                                  $(2,852,000)      (719,000)        476,000
                                                                       -----------      ---------         -------
    Adjustments to reconcile net (loss) income to net cash
       provided by (used in) operating activities:
          Depreciation and amortization                                  1,147,000        974,000         865,000
          Amortization of discount on notes payable                          5,000          1,000              -
          Amortization of deferred financing fees                           39,000         15,000           7,000
          Non-cash portion of impairment loss                            1,047,000             -               -
          Non-cash portion of asset disposal                               408,000             -               -
          Non-cash portion of restructuring charge                              -         610,000              -
          Provision for losses on accounts receivable                      254,000        287,000         179,000
          Loss (gain) on sale of marketable investment
               securities                                                       -           8,000         (10,000)
          Loss on sale of net assets                                        28,000         73,000              -
          Common stock issued for services                                      -          40,000              -
          Writedown of investment in joint venture                              -              -            1,000
          Increase in deferred compensation                                 21,000         25,000          21,000
          Decrease in accrued rent payable                                 (85,000)       (71,000)       (182,000)
          Increase in cash surrender value of life insurance               (55,000)      (110,000)        (54,000)
          Increase in deferred income taxes                               (668,000)      (107,000)        (33,000)
          Changes in assets and liabilities, net of non-cash
            effect of asset disposal, impairment loss
            and restructuring charges:
              Increase in accounts receivable                             (799,000)      (180,000)       (479,000)
              Decrease (increase) in prepaid and refundable
                 income taxes                                              250,000       (543,000)         (6,000)
              Decrease (increase) in inventory                             413,000       (585,000)       (716,000)
              Decrease (increase) in prepaid expenses, deferred
                 charges and goodwill                                       75,000       (430,000)       (488,000)
              (Increase) decrease in security deposits                          -          (7,000)          1,000
              Increase in accounts payable
                 and accrued expenses                                      305,000        590,000          71,000
              Decrease in taxes payable                                         -              -         (216,000)
              Increase in accrued interest payable                         170,000         34,000          24,000
              Increase in unearned retainer income                         533,000        553,000          35,000
                                                                      ------------   ------------   -------------
                 Total adjustments                                       3,088,000      1,177,000        (980,000)
                                                                      ------------   ------------   -------------
                 Net cash provided by (used in) operating activities       236,000        458,000        (504,000)
                                                                      ------------   ------------   -------------
Cash flows from investing activities:
    Capital expenditures                                                (1,939,000)    (1,509,000)     (1,246,000)
    Repayment of notes receivable                                           50,000             -               -
    Proceeds from sale of net assets                                            -           3,000              -
    Proceeds from sale of marketable investment securities                      -         168,000         209,000
                                                                      ------------   -------------  -------------
                 Net cash used in investing activities                  (1,889,000)    (1,338,000)     (1,037,000)
                                                                      -------------  ------------   -------------
Cash flows from financing activities:
    Principal borrowings under notes payable                             1,719,000      2,975,000       3,381,000
    Principal payments under notes payable                                (516,000)    (1,956,000)     (1,893,000)
    Proceeds from exercise of stock options                                 57,000         53,000          24,000
    Proceeds from sale of warrants in connection with Series A
       Senior Subordinated Notes                                             5,000         25,000              -
    Payments to acquire treasury stock                                     (88,000)            -          (30,000)
    Increase in deferred financing fees                                    (19,000)      (105,000)        (41,000)
                                                                      -------------  -------------  --------------
                 Net cash provided by financing activities               1,158,000        992,000       1,441,000
                                                                      ------------   ------------   -------------
                 Net (decrease) increase in cash and
                    cash equivalents                                      (495,000)       112,000        (100,000)
Cash and cash equivalents at beginning of year                             634,000        522,000         622,000
                                                                      ------------   ------------   -------------
Cash and cash equivalents at end of year                              $    139,000        634,000         522,000
                                                                      ============   ============   =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1997, 1996 and 1995

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A)     ORGANIZATION AND BASIS OF PRESENTATION

              Find/SVP, Inc. provides a broad consulting and business
              intelligence service to executives and other decision making
              employees of client companies, primarily in the United States. The
              Company operates in one business segment, providing information
              services and products including: the Quick Consulting and Research
              Service ("QCS") which provides retainer clients with access to the
              expertise of the Company's staff and information resources; the
              Strategic Consulting and Research Division ("SRD") which provides
              more extensive, in-depth custom market research and competetive
              intelligence information; the Published Research Division which
              provides copyrighted, syndicated and off-the-shelf studies on
              various industries and markets; the Emerging Technologies Research
              Group, which includes multi-client studies and a Continuous
              Advisory Service, which provides information on emerging
              technologies; and a consumer based information resource service,
              Find/SVP Internet Services, Inc. The Company considers its QCS and
              SRD service businesses, which operate as "research-for-hire"
              businesses, to be its core competencies.

              During the fourth quarter of 1997, the Company determined it would
              re-focus its efforts on its core competencies. As such, the
              Company sold virtually all of the assets within its Emerging
              Technologies Research Group and ceased operations of its consumer
              based information resource service (see note 13). Additionally, in
              December 1997, the Board of Directors voted in favor of a plan to
              effectuate the sale of virtually all assets in its Published
              Research Division (see note 12). The Company's remaining services
              will come from its research-for-hire businesses.

       (B)    PRINCIPLES OF CONSOLIDATION

              The consolidated financial statements include the accounts of
              FIND/SVP, Inc. and its wholly owned subsidiaries (the "Company").
              All significant intercompany balances and transactions have been
              eliminated in consolidation.

        (C)   CASH EQUIVALENTS

              Cash equivalents of $33,000 at December 31, 1995 consist solely of
              money market accounts. For purposes of the Consolidated Statements
              of Cash Flows, the Company considers all highly liquid debt
              instruments with original maturities of three months or less to be
              cash equivalents. There were no cash equivalents outstanding at
              December 31, 1997 and 1996.

                                      F-7
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

       (D)    INVENTORIES

              Inventories comprise costs of studies, printing and other
              publication costs of research reports held for sale. They are
              valued at the lower of amortized cost or market. The cost of
              reports is amortized over periods not exceeding eighteen months
              using the straight-line method beginning with the date of
              publication. As of December 31, 1997, inventories of $1,410,000
              were included in assets held for sale (see note 12).

       (E)    EQUIPMENT AND LEASEHOLD IMPROVEMENTS

              Equipment and leasehold improvements are stated at cost.

              Depreciation of equipment is computed by the straight-line method
              over the estimated useful lives of the assets, which are five
              years for electronic equipment and ten years for the Company's
              proprietary management information system. Computer software is
              depreciated over five years in general. Leasehold improvements are
              amortized by the straight-line method over the shorter of the term
              of the lease or the estimated life of the asset.

       (F)    DEFERRED CHARGES AND GOODWILL

              Deferred charges primarily comprise the cost of acquired library
              information files and electronic databases, which are amortized to
              expense over the estimated period of benefit of three years using
              the straight-line method and certain costs, offset by cash
              advances relating to multi-client studies. Revenues and expenses
              of multi-client studies are recognized when the studies are
              published.

              Goodwill arising from various acquisitions represents excess
              purchase price over fair market value and is being amortized on a
              straight-line basis over 15 to 40 years.

       (G)    DEFERRED FINANCING FEES

              The deferred financing fees balances primarily relates to costs
              incurred with respect to the issuance of the Senior Subordinated
              Notes ("Senior Notes") (see note 4). Deferred financing fees are
              being amortized on a straight-line basis over the life of the
              Senior Notes which are due in 2001 and 2002. The related
              amortization is included in interest expense.


                                      F-8
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

       (H)    INCOME TAXES

              Income taxes are accounted for under the asset and liability
              method. Deferred tax assets and liabilities are recognized for the
              future tax consequences attributable to differences between the
              financial statement carrying amounts of existing assets and
              liabilities and their respective tax bases and operating losses
              and tax credit carryforwards. Deferred tax assets and liabilities
              are measured using enacted tax rates expected to apply to taxable
              income in the years in which those temporary differences are
              expected to be recovered or settled. The effect on deferred tax
              assets and liabilities of a change in tax rates is recognized in
              income in the period that includes the enactment date.

       (I)    (LOSS) EARNINGS PER SHARE

              During March 1997, the Financial Accounting Standards Board
              released the Statement of Financial Accounting Standards ("SFAS")
              No. 128, "Earnings Per Share." The Company adopted the provisions
              of SFAS No. 128 on December 31, 1997. SFAS No. 128, which
              supersedes Accounting Principles Board ("APB") Opinion No. 15,
              requires dual presentation of basic and diluted (loss) earnings
              per share on the face of the income statement. Basic (loss)
              earnings per share excludes dilution and is computed by dividing
              net income or loss attributable to common stockholders by the
              weighted-average number of common shares outstanding for the
              period. During 1997, 1996 and 1995 there were 6,592,773, 6,433,966
              and 6,216,756, respectively, weighted-average common shares
              outstanding. Diluted earnings per share reflects the potential
              dilution that could occur if securities or other contracts to
              issue common stock were exercised or converted into common stock
              or resulted in the issuance of common stock that then shared in
              the earnings of the entity. Diluted earnings per share is computed
              similarly to fully diluted earnings per share under APB Opinion
              No. 15. During 1995, there were 6,672,480 diluted weighted-average
              common and common equivalent shares outstanding. For 1997 and
              1996, diluted earnings per share is the same as basic as all
              common share equivalents were antidilutive as the Company had a
              net loss for those periods.

              Common share equivalents that could potentially dilute basic
              (loss) earnings per share in the future and that were not included
              in the computation of diluted (loss) earnings per share because
              they were antidilutive were 2,723,077, 1,560,914 and 181,208 at
              December 31, 1997, 1996 and 1995, respectively (see note 15).

        (J)   REVENUE RECOGNITION

              Revenues from annual retainer fees are recognized ratably over the
              contractual period. Other revenues are recognized as earned.
              Revenues include certain out-of-pocket and other expenses billed
              to clients which aggregated approximately $3,191,000, $3,376,000,
              and $3,428,000 in 1997, 1996 and 1995, respectively.

                                      F-9
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

       (K)    MARKETABLE INVESTMENT SECURITIES

              The Company classifies its debt and marketable equity securities
              in one of three categories: trading, available-for-sale, or
              held-to-maturity. Trading securities are bought and held
              principally for the purpose of selling them in the near term.
              Held-to-maturity securities are those securities in which the
              Company has the ability and intent to hold the security until
              maturity. All other securities not included in trading or
              held-to-maturity are classified as available-for-sale. There were
              no marketable investment securities held as of December 31, 1997
              and 1996.

              Trading and available-for-sale securities are recorded at fair
              value. Unrealized holding gains and losses, net of the related tax
              effect, on available-for-sale securities are excluded from
              earnings and are reported as a separate component of shareholders'
              equity until realized. Realized gains and losses from the sale of
              available-for-sale securities are included in earnings and are
              derived using the specific identification method for determining
              the cost of securities sold. Transfers of securities between
              categories are recorded at fair value at the date of transfer.

              A decline in the market value of any available-for-sale security
              below cost that is deemed other than temporary is charged to
              earnings and results in the establishment of a new cost basis for
              the security. Dividend and interest income are recognized when
              earned.

              The net change in market value of securities available-for-sale
              for 1997, 1996 and 1995 resulted in a $0, $1,000 and a $28,000
              unrealized gain, respectively, which was recorded as a separate
              component of shareholders' equity.

              During 1997, 1996 and 1995, proceeds from the sale of marketable
              investment securities available for sale were $0, $168,000 and
              $209,000, respectively, and gross realized losses included in
              income were $8,000 in 1996 and gross realized gains included in
              income were $10,000 in 1995.

        (L)   FAIR VALUE OF FINANCIAL INSTRUMENTS

              The following methods and assumptions were used in estimating the
              fair value of financial instruments:

              The carrying values reported in the balance sheets for cash,
              accounts receivable, prepaid expenses and other current assets,
              accounts payable and accrued expenses approximates fair values
              because of their short maturities.

              The fair value of notes payable, which approximates its carrying
              value, is estimated based on the current rates offered to the
              Company for debt of the same remaining maturities.

                                      F-10
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

        (M)   IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
              DISPOSED OF

              The Company adopted the provisions of Statement of Financial
              Accounting Standards ("SFAS") No. 121, "Accounting for the
              Impairment of Long-Lived Assets and for Long-Lived Assets to Be
              Disposed of," on January 1, 1996. This Statement requires that
              long-lived assets and certain identifiable intangibles be reviewed
              for impairment whenever events or changes in circumstances
              indicate that the carrying amount of an asset may not be
              recoverable. Recoverability of assets to be held and used is
              measured by a comparison of the carrying amount of an asset to
              undiscounted future net cash flows expected to be generated by the
              asset. If such assets are considered to be impaired, the
              impairment to be recognized is measured by the amount by which the
              carrying amount of the assets exceed the fair value of the assets.
              Assets to be disposed of are reported at the lower of the carrying
              amount or fair value less costs to sell. This Statement did not
              have a material impact on the Company's financial position,
              results of operations, or liquidity, except for certain long-lived
              assets to be disposed of (see note 12 "Impairment Loss").

        (N)   COMPREHENSIVE INCOME AND SEGMENTS OF AN ENTERPRISE

              In June 1997, Statement of Financial Accounting Standards ("SFAS")
              No. 130, "Reporting Comprehensive Income," and SFAS No. 131,
              "Disclosures about Segments of an Enterprise and Related
              Information," were issued. SFAS No. 130 establishes standards for
              reporting and display of comprehensive income and its components
              (revenue, expenses, gains and losses) in a full set of
              general-purpose financial statements. SFAS No. 131 establishes
              standards for the way that public companies report selected
              information about operating segments in annual financial
              statements and requires that those companies report selected
              information about segments in interim financial reports issued to
              shareholders. It also establishes standards for related
              disclosures about products and services, geographic areas and
              major customers. SFAS No. 130 and SFAS No. 131 are effective for
              financial statements for periods beginning after December 15,
              1997. The Company has determined that these pronouncements will
              not have a material impact in its Consolidated Financial
              Statements.

       (O)    USE OF ESTIMATES

              Management of the Company has made a number of estimates and
              assumptions relating to the reporting of assets and liabilities
              and the disclosure of contingent assets and liabilities and the
              reported amounts of revenue and expenses to prepare these
              consolidated financial statements in conformity with generally
              accepted accounting principles. Actual results could differ from
              those estimates.

                                      F-11
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(1), CONTINUED

        (P)   RECLASSIFICATIONS

              Certain prior year balances have been reclassified to conform with
              current year presentation.

(2)    EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

       At December 31, 1997 and 1996, equipment and leasehold improvements
       consist of the following:
<TABLE>
<CAPTION>
                                                                          1997            1996
<S>                                                                  <C>                 <C>
            Furniture, fixtures and equipment, including
              computer software                                      $   7,569,000       6,097,000
           Leasehold improvements                                        1,535,000       1,841,000
                                                                      ------------    ------------
                                                                         9,104,000       7,938,000
           Less: accumulated depreciation and amortization               4,558,000       4,003,000
                                                                      ------------    ------------
                                                                     $   4,546,000       3,935,000
                                                                      ============    ============
</TABLE>

(3)    LEASES

       In December 1986, the Company entered into an operating lease agreement
       for its principal offices. The lease agreement provided for a term of
       approximately 15 years, commencing in May 1987. The initial annual rental
       was $576,000 with scheduled increases in succeeding periods. During 1991,
       modifications were made to the timing of certain payments. During 1992,
       the lease was extended an additional three years. Rental expense under
       this lease is recorded on a straight-line basis. Accordingly, scheduled
       payments through December 31, 1997 exceeded rental expense recorded on
       this lease through such date by $44,000 and rental expense recorded
       through December 31, 1996 exceeded scheduled payments through such date
       by $126,000.

       In August 1994, the Company entered into a five-year operating lease
       agreement for office space. The initial annual rental was $267,000 with
       scheduled increases in succeeding periods. In March 1995, the Company
       entered into a ten-year lease, expiring June 30, 2005, for additional
       office space with an initial annual rental of $414,000 with scheduled
       increases in succeeding periods. In connection with this lease, the
       Company extended the August 1994 lease through June 30, 2005. Rental
       expense on this lease is recorded on a straight-line basis. Accordingly,
       rent recorded through December 31, 1997 and 1996 exceeded scheduled
       payments by $156,000 and $71,000, respectively.

                                      F-12
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(3), CONTINUED

       The Company's leases of office space include standard escalation clauses.
       Rental expenses under leases for office space and certain items of
       equipment accounted for as operating leases were $1,903,000, $1,794,000
       and $1,396,000 in 1997, 1996 and 1995, respectively. Additionally,
       $41,000 of rent expense was accrued at December 31, 1997 related to an
       asset disposal (see note 13).

       The future minimum lease payments under noncancellable operating leases
       as of December 31, 1997 were as follows:
                                                                    Operating
          Year ending December 31                                    Leases
          -----------------------                                    -------
               1998                                                $ 1,677,000
               1999                                                  1,629,000
               2000                                                  1,629,000
               2001                                                  1,639,000
               2002                                                  1,399,000
               Thereafter                                            2,897,000
                                                                   -----------
                          Total minimum lease payments             $10,870,000
                                                                   ===========


                                      F-13
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(4)    NOTES PAYABLE

       Notes payable consist of the following:
<TABLE>
<CAPTION>
                                                                                      1997             1996
                                                                                      ----             ----
<S>                                                                               <C>                <C>
          Borrowings under debt agreements with a bank:
              $2,000,000 fixed rate five-year term note, payable
                 in quarterly installments of $100,000, at an
                 interest rate of 8.86% through April 2000                        $  1,000,000       1,400,000
              $500,000 five-year term note, payable in quarterly
                 installments of $25,000, at an interest rate
                 of prime plus 0.75%, which was 9.25% at
                 December 31, 1997, through April 2001                                 350,000         450,000
              Borrowings under a commercial revolving
                 promissory note at an interest rate of prime plus
                 1.5% at December 31, 1997 and prime plus .25%
                 at December 31, 1996. Prime was 8.5%
                 at December 31, 1997 and 1996.                                      1,249,000              -
                                                                                  ------------     -----------

                           Subtotal                                                  2,599,000       1,850,000
                                                                                  ------------     -----------

          Borrowings under debt agreements with investors:
              $2,025,000 Series A Senior Subordinated Note,
                 issued at 99%, due October 31, 2001, at an
                 interest rate of 12%, net of unamortized
                 discount of $16,000 and $20,000 as of
                 December 31, 1997 and 1996, respectively                            2,009,000       2,005,000
              $475,000 Series A Senior Subordinated Note -
                 SVP, S.A., issued at 99%, due November 30,
                 2001, at an interest rate of 12%, net of
                 unamortized discount of $4,000                                        471,000         471,000
              $475,000 Series A Senior Subordinated Note -
                 SVP, S.A., issued at 99%, due August 25,
                 2002, at an interest rate of 12%, net of
                 unamortized discount of $4,000                                        471,000              -
                                                                                  ------------    ------------

                           Subtotal                                                  5,550,000       4,326,000
                                                                                  ------------    ------------
          $60,000 note payable due in monthly installments of
              $1,800, including interest at 8% through
                 October 1997                                                             -             16,000
                                                                                  ------------    ------------
                              Total debt                                             5,550,000       4,342,000

              Less current installments                                              1,749,000         516,000
                                                                                  ------------    ------------
                           Notes payable, excluding
                              current installments                                $  3,801,000       3,826,000
                                                                                  ============    ============
</TABLE>

                                      F-14
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(4), CONTINUED

       (A)   DEBT AGREEMENTS WITH BANK

       On April 27, 1995, the Company entered into a financing agreement with a
       commercial bank (the "Bank") for a $2,000,000 fixed rate term note ("Term
       Note") through April 2000 and a Commercial Revolving Promissory Note (the
       "Note") that permitted the Company to borrow up to $2,000,000 on a line
       of credit facility through April 1997. During 1996, the Company amended
       its financing agreement with the Bank to allow for an additional $500,000
       term note ("Term Note") through April 2001. The Term Notes and the Note
       are secured by all of the assets of the Company.

       During July 1997, the Company signed an amendment to the Note with the
       Bank increasing the available credit to $2,500,000 from $2,000,000. The
       $500,000 additional credit was secured by the anticipated tax refund
       related to the Company's 1996 loss. During the fourth quarter of 1997,
       the Company received the refund and the available credit was reduced
       accordingly.

       During October 1997, the Company signed an additional Commercial
       Revolving Promissory Note for up to an additional $1,000,000 with the
       Bank, for a total available of $3,000,000. The interest rate on the
       entire Revolving Promissory Notes was raised to prime plus one and
       one-half percent. All other terms are similar to those of the amended
       $2,500,000 Note dated July 1997. The additional $1,000,000 facility was
       secured by a standby letter of credit provided by SVP, S.A. ("SVP"), a
       major shareholder of the Company. This facility and the standby letter of
       credit expired on March 26, 1998.

       The Note had originally expired on April 27, 1997, and the Company
       entered into an amended agreement during May which expired on September
       30, 1997. The agreement was then extended until March 26, 1998, subject
       to a $1,000,000 capital contribution which was provided by SVP during
       January 1998 (see note 15).

       On March 30, 1998, the Company signed a term sheet with the Bank to
       extend, until March 25, 1999, the terms of the existing Note dated April
       27, 1995 (see above). The amount available under the Note will be reduced
       to $1,000,000, less outstanding letters of credit, which were $148,000 as
       of March 30, 1998. The interest rate on the Note will be the Bank's prime
       rate plus one-quarter of one percent (currently 8.75%). SVP has provided
       credit support for the Note in the form of a $1,000,000 letter of credit.
       Additionally, SVP will provide a second letter of credit to secure the
       two outstanding five year term notes. The dollar amount of the second
       letter of credit will at all times equal the lesser of (a) the aggregate
       principal amount of the two Notes or (b) $1,000,000. Proceeds from any
       sale of assets outside the normal course of business shall be applied
       first to any outstanding balance under the letter of credit with the
       remaining balance retained as working capital (see note 12).

                                      F-15
<PAGE>
                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(4), CONTINUED

       The Company's debt agreements with the Bank at December 31, 1997 contain
       numerous affirmative and negative covenants, including financial
       covenants relating to the Company's net worth, working capital and
       additional borrowings, and restrict payment of dividends. In accordance
       with the amended agreements to the Note and the term sheet signed March
       30, 1998, all defaults have been waived. Future covenants will be
       determined with the new agreement.

       The Company's line of credit agreement calls for quarterly payments of a
       $1,000 nonrefundable facility fee.

       (B)   DEBT AGREEMENTS WITH INVESTORS

       On October 31, 1996, the Company entered into a Note and Warrant Purchase
       Agreement with Furman Selz SBIC, L.P. ("Furman Selz"). Pursuant to the
       agreement, Furman Selz purchased from the Company $2,025,000 Series A
       Senior Subordinated Note, issued at 99%. The Company sold warrants to
       purchase 900,000 shares of common stock at a price of $2.25 per share in
       conjunction with the note (see note 5 (a)). In connection with these
       transactions, the Company recorded debt discount of $20,000.

       On November 30, 1996, the Company entered into a Note and Warrant
       Purchase Agreement with SVP. Pursuant to the agreement, SVP purchased
       from the Company $475,000 Series A Senior Subordinated Note, issued at
       99%. The Company sold warrants to purchase 211,111 shares of common stock
       at a price of $2.25 per share in conjunction with the note (see note 5
       (a)). In connection with these transactions, the Company recorded debt
       discount of $5,000.

       The Senior Subordinated Notes ("Notes") accrue interest at an annual rate
       of 12% on the unpaid principal balance. Accrued but unpaid interest is
       due and payable on November 30, 1997, November 30, 1998 and on May 30 and
       November 30 of each year thereafter, commencing on May 30, 1999, except
       that final payment of interest shall be due and payable on October 31,
       2001 and one-half of the interest due and payable on November 30, 1997
       shall be deferred and payable on November 30, 2000 and one-half of the
       interest due and payable on November 30, 1998, May 30, 1999 and November
       30, 1999 shall be deferred and payable on October 31, 2001. Any interest
       deferred shall compound and accrue interest at the rate of the Notes
       until paid.

       The Note and Warrant Purchase Agreements further provide that Furman Selz
       and SVP, at their option, can purchase up to the amount of their
       respective initial investments, up to an additional $2,500,000 in notes
       and warrants on the same terms and conditions as the first $2,500,000, at
       any time before December 31, 1997 ("Option Notes and Warrants"). On
       August 25, 1997, SVP purchased 475,000 units, consisting of $475,000
       principal amount of Option Notes and Warrants to purchase 211,111 shares
       of Common Stock at $2.25 per share (see note 5 (a)). In connection with
       this transaction, the Company recorded debt discount of $5,000.


                                      F-16
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(4), CONTINUED

       The aggregate maturities of long-term debt, excluding borrowings under
the Commercial Revolving Promissory Note, for each of the five years subsequent
to December 31, 1997 are as follows:


                      Year Ending December 31              Amount
                      -----------------------              ------
                             1998                       $    500,000
                             1999                            500,000
                             2000                            300,000
                             2001                          2,550,000
                             2002                            475,000
                                                        ------------
                                                        $  4,325,000
                                                        ============


(5)    SHAREHOLDERS' EQUITY

       (A)    COMMON STOCK WARRANTS

              On June 22, 1993, the Company issued warrants to a vice president
              of the Company under which he is entitled to purchase 4,000 shares
              of common stock for $1.31 per share during the five-year period
              commencing from that date. No warrants have been exercised to
              date.

              On February 10, 1995, the Company issued warrants to a company
              under which it is entitled to purchase 150,000 shares of the
              Company's common stock at $2.25 per share, the estimated fair
              market value at date of grant. The warrant becomes exercisable at
              the rate of 50,000 shares each year beginning February 13, 1996
              and expires ten years from the date of grant. No warrants have
              been exercised to date.

              On October 31, 1996, in conjunction with the issuance of the
              Series A Subordinated Note (see note 4), the Company sold warrants
              to Furman Selz, under which it is entitled to purchase 900,000
              shares of the Company's common stock at $2.25 per share for ten
              years commencing from that date. No warrants have been exercised
              to date.

              On November 30, 1996, in conjunction with the issuance of the
              Series A Subordinated Note (see note 4), the Company sold warrants
              to SVP, S.A., under which it is entitled to purchase 211,111
              shares of the Company's common stock at $2.25 per share for ten
              years commencing from that date. No warrants have been exercised
              to date.


                                      F-17
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5), CONTINUED

              On August 25, 1997, in conjunction with the issuance of the Series
              A Subordinated Note (see note 4), the Company sold warrants to
              SVP, S.A., under which it is entitled to purchase 211,111 shares
              of the Company's common stock at $2.25 per share for ten years
              commencing from that date. No warrants have been exercised to
              date.


       (B)    STOCK OPTION PLAN

              In January 1996, the Company adopted the FIND/SVP, Inc. 1996 Stock
              Option Plan (the "Plan"). The Plan authorizes grants of options to
              purchase up to 650,000 shares of common stock, issuable to
              employees, directors and consultants of the Company, at prices at
              least equal to fair market value at the date of grant (110% of the
              fair market value for holders of 10% or more of the outstanding
              shares of common stock).

              The options to be granted under the Plan will be designated as
              incentive stock options or non-incentive stock options by the
              Stock Option Committee. Options granted under the Plan are
              exercisable during a period of no more than ten years from the
              date of the grant (five years for options granted to holders of
              10% or more of the outstanding shares of common stock). All
              options outstanding at December 31, 1997 expire within the next
              five years if not exercised. Options which are cancelled or expire
              during the term of the Plan are eligible to be re-issued under the
              Plan and, therefore, are considered available for grant.

              There were 21,000 options available for grant under the FIND/SVP,
              Inc. 1986 Stock Option plan (the "1986 Plan") upon its expiration
              in August 1996. These options, along with an additional 126,265
              options from the 1986 Plan which either expired or were cancelled
              after August 1996, were no longer available for grant at December
              31, 1997.

                                      F-18
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5), CONTINUED

              Activity under the stock option plans is summarized as follows:
<TABLE>
<CAPTION>

                                                                              1997         1996          1995
                                                                              ----         ----          ----

<S>                                                                        <C>           <C>             <C>
              Outstanding options at January 1                             1,252,963       966,000       861,100
              Granted - option prices ranging from
                 $0.781 to $1.8125 per share in 1997,
                 $1.875 to $2.875 per share in 1996
                 and $1.9375 to $2.25 per share in 1995                      140,000       689,350       129,500
              Exercised                                                      (76,985)     (366,437)      (21,200)
              Cancelled and expired                                         (139,265)      (35,950)       (3,400)
                                                                        ------------  ------------    ----------

              Outstanding (in 1997, exercisable at $0.781
                 to $2.875 per share) at December 31                       1,176,713     1,252,963       966,000
                                                                        ============  ============    ==========

              Exercisable (in 1997, exercisable at $0.781
                 to $2.875 per share) at December 31                         605,746       589,713       776,383
                                                                        ============    ==========    ==========
              Available for grant at December 31                             128,100       238,150       279,500
                                                                        ============    ==========    ==========
</TABLE>

              Included in the options granted in 1996 are 300,000 options the
              Company granted to the President of the Company. Contingent upon
              meeting certain earnings levels over the life of his employment
              agreement, these options will vest on the certification date of
              the targeted earnings levels. The exercise price of these options
              will be equal to the fair market value of the common stock on the
              vesting date or 110% of such fair market value if the President is
              a holder of 10% or more of the outstanding shares of common stock
              on such date.

              At December 31, 1997, 1996 and 1995, the number of options
              exercisable was 605,746, 589,713 and 776,383, respectively, and
              the weighted-average exercise price of those options was $1.79,
              $1.61 and $1.04, respectively.

                                      F-19
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(5), CONTINUED

              The Company applies APB Opinion No. 25 in accounting for its Plan
              and, accordingly, no compensation costs has been recognized for
              its stock options in the financial statements. Had the Company
              determined compensation cost based on the fair value at the grant
              date for its stock options under SFAS No. 123, "Accounting for
              Stock-Based Compensation", the Company's net (loss) income would
              have been (increased) reduced to the pro forma amounts indicated
              below:
<TABLE>
<CAPTION>
                                                          1997          1996           1995
                                                          ----          ----           ----
<S>                                                  <C>               <C>            <C>
              Net (loss) income      As reported     $(2,852,000)      (719,000)      476,000
                                     Proforma         (2,931,000)      (781,000)      427,000
                                                     -----------       ---------      --------
              (Loss) earnings        Basic
                  per share             As reported      (.43)           (.11)          .08
                                        Proforma         (.44)           (.12)          .07
                                                         -----           -----          ---
                                     Diluted
                                        As reported      (.43)           (.11)          .07
                                        Proforma         (.44)           (.12)          .06
                                                         -----           -----          ---
</TABLE>

              The per share weighted-average fair value of stock options granted
              during 1997, 1996 and 1995 was $0.57, $1.17 and $1.35,
              respectively, on the date of grant using the Black-Scholes
              option-pricing model with the following weighted-average
              assumptions: 1997 - expected dividend yield of 0%, risk-free
              interest rate of 6.5%, volatility of 56.4% and an expected life of
              3 years; 1996 - expected dividend yield of 0%, risk-free interest
              rate of 6.5%, volatility of 87.8% and an expected life of 3 years;
              1995 - expected dividend yield of 0%, risk-free interest rate of
              6.5%, volatility of 92.1% and an expected life of 3 years.
              Volatility is calculated over the five preceding years for 1997,
              1996 and 1995, respectively.

              Proforma net (loss) income reflects only options granted beginning
              in 1995. Therefore, the full impact of calculating compensation
              cost for stock options under SFAS No. 123 is not reflected in the
              proforma net income amounts presented above because compensation
              cost for options granted prior to January 1, 1995 is not
              considered and compensation cost is reflected over the options'
              vesting period of up to 5 years.

              At December 31, 1997, the range of exercise prices and
              weighted-average remaining contractual life of outstanding options
              was $0.7810 to $2.875 and 2.19 years, respectively.

                                      F-20
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

 (5), CONTINUED

       (C)    COMMON STOCK ISSUED FOR SERVICES

              In 1997, the Company issued 25,000 shares of common stock with a
              value of $37,000 to a third party for services rendered.

              In 1996, the Company issued 21,940 shares of common stock with a
              value of $40,000 to a third party for services rendered.

        (D)   PREFERRED STOCK

              Effective June 1995, the Company amended its Certificate of
              Incorporation to authorize an additional class of stock consisting
              of 2,000,000 shares of $.0001 par value preferred stock. No shares
              have been issued as of December 31, 1997.

(6)    SVP INTERNATIONAL

       The Company entered into an agreement in 1971, amended in 1981, with SVP
       International ("SVP"), a Swiss company which, including its affiliated
       companies, is the beneficial owner of 23.6% of the outstanding stock of
       the Company as of December 31, 1997 (see note 15). The agreement provides
       that SVP will aid and advise the Company in the operation of an
       information service and permit access to other foreign SVP information
       centers and the use of the SVP trademark and logo. The agreement shall
       continue in perpetuity, unless amended by the parties thereto. It
       provides that the Company will pay to SVP royalties computed on an annual
       basis at the following rates: $18,000 per year, plus 1.2% of the gross
       profit from all publications included in the Company's gross revenues
       less than $10 million for such year, and 2% of the amount of the
       Company's nonpublishing gross revenues for each such year derived from
       the "FIND/SVP Service" in excess of $2 million but less than $4 million
       and 1% of the amount of such nonpublishing gross revenues in excess of $4
       million but less than $10 million.

       Royalty charges under the agreement were $131,000, $137,000 and $139,000
       in 1997, 1996 and 1995, respectively. Royalties accrued but unpaid were
       approximately $84,000 and 74,000 at December 31, 1997 and 1996,
       respectively, and are included in accrued expenses in the consolidated
       balance sheets.

       The Company receives and renders information services to other members of
       the SVP network. Charges for such services are made at rates similar to
       those used for the Company's other clients.


                                      F-21
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(7)    INCOME TAXES

       The provision for income taxes consists of the following:
                                            1997         1996          1995
                                            ----         ----          ----
            Current:
               Federal                 $ (228,000)      (342,000)     255,000
               State and local                 -           6,000      156,000
                                       ----------     ----------    ---------
                                         (228,000)      (342,000)     411,000
                                       ----------     ----------    ---------
            Deferred:
               Federal                   (983,000)       (52,000)     (22,000)
               State and local           (204,000)       (99,000)     (11,000)
                                       ----------     ----------    ---------
                                       (1,187,000)      (151,000)     (33,000)
               Valuation allowance        519,000            -             -
                                       ----------     ----------    ---------
                                         (668,000)      (151,000)     (33,000)
                                       ----------     ----------    ---------
                                       $ (896,000)      (487,000)     378,000
                                       ==========     ==========    =========


       Income tax (benefit) expense differs from the amount computed by
multiplying the statutory rate of 34% to income before income taxes due to the
following:

<TABLE>
<CAPTION>
                                                                          1997         1996          1995
                                                                          ----         ----          ----

<S>                                                               <C>                <C>            <C>
          Income tax (benefit) expense at statutory rate          $  (1,274,000)     (410,000)      290,000
          Increase (reduction) in income taxes
              resulting from:
                 State and local income taxes, net of
                    Federal income tax benefit                         (204,000)      (99,000)       83,000
                 Nontaxable income                                      (34,000)      (33,000)      (22,000)
                 Nondeductible expenses                                  18,000        38,000        34,000
                 Expiring tax credits                                    93,000           -             -
                 Other                                                  (14,000)       17,000        (7,000)
                                                                     ----------     ---------     ---------
                                                                     (1,415,000)     (487,000)      378,000
                 Increase in valuation allowance                        519,000           -             -
                                                                     ----------     ---------     ---------
                                                                     $ (896,000)     (487,000)      378,000
                                                                     ==========     =========     =========
</TABLE>


                                      F-22
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(7), CONTINUED

       The significant components of deferred tax expense for the years ended
       December 31, 1997, 1996  and 1995 are attributable to the following:
<TABLE>
<CAPTION>
                                                                                     1997         1996            1995
                                                                                     ----         ----            ----
<S>                                                                              <C>                 <C>           <C>
                  Accounts receivable, principally due to
                     allowance for doubtful accounts                             $    (6,000)        1,000         (3,000)
                  Leasehold improvements, principally
                     due to differences in amortization                              (38,000)      (34,000)       (41,000)
                  Deferred compensation, principally due to
                     accrual for financial reporting purposes                         (9,000)      (11,000)       (20,000)
                  Equipment, principally due to differences
                     in depreciation                                                  34,000        46,000         30,000)
                  Federal net operating loss carryforward                           (512,000)           -              -
                  State and local net operating loss
                     Carryforward                                                   (204,000)      (99,000)            -
                  Impairment loss                                                   (461,000)           -              -
                  Restructuring charge                                                10,000       (54,000)            -
                  Other                                                               (1,000)           -           1,000
                                                                                  ----------    ----------       --------
                                                                                  (1,187,000)     (151,000)       (33,000)
                  Increase in valuation allowance                                    519,000             -              -
                                                                                   ---------    ----------       --------
                                                                                 $  (668,000)     (151,000)       (33,000)
                                                                                 ===========    ==========       ========
</TABLE>


                                      F-23
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(7), CONTINUED

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets, net of deferred tax liabilities at
       December 31, 1997 and 1996 are presented below:
<TABLE>
<CAPTION>
                                                                                     1997          1996
                                                                                     ----          ----
<S>                                                                                <C>              <C>
              Deferred tax assets:
                 Accounts receivable, principally due to
                    allowance for doubtful accounts                                $  52,000        46,000
                 Leasehold improvements, principally
                    due to differences in amortization                               193,000       155,000
                 Deferred compensation, principally due to
                    accrual for financial reporting purposes                          76,000        67,000
                 Federal net operating loss carryforward                             512,000         -
                 State and local net operating loss carryforward                     303,000        99,000
                 Impairment loss                                                     461,000         -
                 Restructuring charge                                                 44,000        54,000
              Deferred tax liability:
                 Equipment, principally due to differences
                    in depreciation                                                 (154,000)     (120,000)
                 Goodwill, principally due to difference
                    in amortization                                                   (1,000)       (1,000)
                 Other                                                                    -         (1,000)
                                                                                  ----------      --------
                                                                                   1,486,000       299,000
              Valuation allowance                                                   (519,000)         -
                                                                                  ----------      --------
                 Net deferred tax asset                                           $  967,000       299,000
                                                                                  ==========      ========
</TABLE>

       Management of the Company has determined, based on the Company's history
       of prior years' operating earnings relating to its research-for-hire
       businesses, that a valuation allowance of $519,000 was necessary due to
       the uncertainty of future earnings to realize the net deferred tax asset.
       Of the net deferred tax asset, $286,000 has been classified as current.


                                      F-24
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(8)    EMPLOYEE BENEFITS AND DEFERRED COMPENSATION

       (A)    PENSION PLANS

              The Company established a 401(k) and profit sharing plan for all
              eligible employees. Participants may elect to defer up to 12% of
              their annual compensation which is subject to annual limitation as
              provided in Internal Revenue Code Section 415(d). The Company will
              contribute 20% of the employees' contributions up to 1% of their
              annual compensation. Profit sharing contributions are at the
              discretion of the Company. Participants vest in the employer's
              contribution at 20% after three years of service increasing by 20%
              for each additional year of service. The Company's contribution,
              accrued but unpaid, to this plan was $75,000 and $77,000 at
              December 31, 1997 and 1996, respectively.

              During 1997, the Company ceased funding its Target Benefit Pension
              Plan, and is in the process of closing the plan which will include
              filing for an IRS Determination Letter. As such, all participants
              were declared 100% vested on January 1, 1997. The Company's
              contribution, accrued but unpaid, to this plan was $0 and $68,000
              at December 31, 1997 and 1996, respectively. The Company has
              accrued $40,000 for estimated closing costs of the plan as of
              December 31, 1997.

        (B)   DEFERRED COMPENSATION

              The Company maintains deferred compensation agreements for two
              officers, with benefits commencing upon retirement, death or
              disability. Deferred compensation expense under these agreements
              was approximately $21,000, $25,000 and $21,000 in 1997, 1996 and
              1995, respectively.

       (C)    EMPLOYMENT AGREEMENTS

              Effective January 1, 1996, the Company entered into an employment
              agreement (the "Agreement") with the President of the Company. The
              Agreement terminates on December 31, 2001. The Agreement
              supersedes a May 1991 agreement and provides for a base salary
              with cost of living escalations. The agreement provides a
              performance bonus equal to 10% per annum of the pre-tax profits of
              the Company in excess of $1,000,000 for each year through the end
              of the Agreement. The Agreement was amended in December 1996 to
              limit the amount of bonus to a maximum of $250,000 in any year,
              and to pay a $50,000 cash bonus in each of January 1997 and
              January 1998. In addition, the Agreement contains certain
              severance provisions, as defined in the Agreement, entitling the
              President to receive compensation through the end of the Agreement
              upon termination without cause, or voluntary termination upon
              certain conditions, which includes the acquisition by a party of
              30% or more of the outstanding shares of common stock of the
              Company or a change in the majority of incumbent Board members,
              and certain other occurrences. If termination occurs at a time
              when there is less than one year left in the Agreement,
              compensation will continue for a two-year period from the date of
              termination.

                                      F-25
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(8), CONTINUED

              On January 11, 1995, the Company entered into severance agreements
              with two of its executive officers, which call for payment of
              their current base salary for a period of one year from the date
              of termination, without cause or voluntary termination upon
              certain conditions, as defined in the agreement, which includes
              the acquisition by a party of 30% or more of the outstanding
              shares of common stock of the Company or a change in the majority
              of incumbent Board members. In addition, if the individuals are
              terminated, all options granted to the respective individuals
              shall become immediately exercisable. At December 31, 1997, 77,700
              options in the aggregate were not exercisable by the two officers.

              During February 1998, SVP, S.A. purchased additional shares of the
              Company. The purchase of the shares has triggered the change of
              control provisions in the above agreements. In consideration of
              SVP, S.A. providing two $1,000,000 letters of credit to secure the
              Company's debt agreements with a commercial bank during March
              1998, the President waived his rights related to the change of
              control provision in his Agreement, only as it relates to the
              holdings of SVP, S.A. and its affiliates, in the Company. The two
              executive officers have not expressed intent on exercising such
              clause in their respective agreements. If two such executive
              officers exercise their right of voluntary termination based on
              this clause, the maximum exposure to the Company is approximately
              $340,000 to be paid over a one year period, plus the vesting of
              77,000 currently non-exercisable options (see notes 4 and 15).

(9)    SUPPLEMENTAL CASH FLOWS INFORMATION

       Cash paid for interest and income taxes during the years ended
       December 31, 1997, 1996 and 1995 was as follows:

                                       1997         1996        1995
                  Interest         $  383,000      270,000       224,000
                                   ==========      =======    ==========
                  Income taxes     $    3,000      164,000       631,000
                                   ==========      =======    ==========

       The Company had the following non-cash financing activities in 1997:

       In connection with the Company's sale of ETRG's assets during 1997, the
       Company received a $125,000 two-year note (see note 13).

       During 1997, the Company issued 25,000 shares of common stock with a
       value of $37,000 to a third party for services rendered.

       During 1996, the Company issued 21,940 shares of common stock with a
       value of $40,000 to a third party for services rendered.


                                      F-26
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(9), CONTINUED

       During 1997, the Company recorded the cashless exercise of 8,000 options
       at $0.63 in exchange for 2,000 shares of common stock at prices ranging
       from $1.125 to $1.25. Such shares were held for a period of at least six
       months before the respective exchange. The value of these transactions
       was $2,000.

       During 1996, the Company recorded the cashless exercise of 275,686
       options at prices ranging from $0.275 to $2.1875 in exchange for 51,041
       shares of common stock at prices ranging from $2.125 to $3.00. Such
       shares were held for a period of at least six months before the
       respective exchange. The value of these transactions was $119,000.

 (10)  ACCRUED EXPENSES

       Accrued expenses at December 31, 1997 and 1996 consisted of the
following:

                                                          1997           1996
                                                          ----           ----
                Accrued bonuses and
                   employee benefits (note 8)          $    812,000      696,000
                Accrued severance and
                   retirement (notes 13 and 14)             233,000      122,000
                Accrued expenses billed to clients          233,000      167,000
                Accrued SVP royalty (note 6)                 84,000       74,000

                Other accrued expenses                      510,000      322,000
                                                       ------------   ----------
                                                       $  1,872,000    1,381,000
                                                       ============   ==========

 (11)  LITIGATION

       On May 30, 1997, Asset Value Fund Limited Partnership ("Asset Value"), a
       shareholder in the Company, commenced an action in the United States
       District Court for the Southern District of New York entitled Asset Value
       Fund Limited Partnership v. FIND/SVP, Inc. and Andrew P. Garvin, Civil
       Action No. 97 Civ. 3977 (LAK). The complaint alleged that between October
       1995 and August 1996 the Company and its president made certain oral
       misstatements to Paul Koether, the principal of Asset Value, concerning
       the financial condition of the Company and that those misstatements
       induced Asset Value to buy more shares of the Company and to refrain from
       selling the shares it already held. The complaint alleged that those
       misstatements give rise to causes of action for violation of Section
       10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder,
       and for fraud, breach of fiduciary duty and negligent misrepresentation.
       The complaint demanded compensatory damages in excess of $1.5 million and
       punitive damages in excess of $5 million, as well as costs and attorneys'
       fees.


                                      F-27
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(11),  CONTINUED

       On August 13, 1997, the Company was served with an amended complaint
       which alleged that between January 1996 and August 1996, the Company and
       its president made certain misstatements concerning the financial
       condition of the Company and that those misstatements induced Asset Value
       to buy more shares of the Company and to refrain from selling the shares
       it already held. The amended complaint alleged that those misstatements
       give rise to causes of action for violation of Section 10(b) of the
       Securities Exchange Act of 1934 and Rule 10b-5 thereunder and for common
       law fraud. The complaint demanded compensatory and punitive damages in an
       amount to be determined at trial, as well as costs and attorneys' fees.
       On September 29, 1997, the Company and Mr. Garvin moved to dismiss the
       amended complaint.

       On December 3, 1997, Asset Value commenced an action in the Supreme Court
       of the State of New York, County of New York entitled Asset Value Fund
       Limited Partnership v. Brigitte De Gastines and Jean-Louis Bodmer, Index
       No. 606165/97. The defendants are two of the Company's directors. The
       complaint sought to remove the defendants as directors under New York
       Business Corporation Law 706(d) because of their alleged failure to
       attend meetings of the board and because they considered and approved
       financing transactions by the Company involving Amalia , S.A. and/or SVP,
       S.A which allegedly constituted self-dealing by the defendants. On
       December 30, 1997, the defendants removed this action to the United
       States District Court for the Southern District of New York.

       On January 20, 1998, Asset Value and the Company entered into a
       settlement agreement pursuant to which Asset Value dismissed with
       prejudice the two pending actions described above. Furthermore, Asset
       Value agreed that for five years neither Asset Value nor Paul Koether
       will purchase, either directly or indirectly, any shares of stock in the
       Company, or own or control, either directly or indirectly, any shares of
       stock in the Company. In return, the Company, through proceeds from its
       insurance company, paid Asset Value legal fees and disbursements in the
       amount of $110,000 and together with SVP, S.A., bought Asset Value's
       900,000 shares of stock in the Company at a price of $1.25 per share on
       February 20, 1998. As such, there will be no financial statement impact
       for this transaction. (The Company bought 274,400 of those shares, and
       SVP, S.A. bought 625,600 of those shares.) In addition, the Company
       agreed that if within two years (a) the Company sells all or
       substantially all of its assets, (b) the Company is merged into or
       combined with another company, (c) any person acquires a majority of the
       outstanding shares of the Company pursuant to a tender offer, (d) the
       Company is taken private, or (e) the Company undergoes a recapitalization
       or restructuring, and in any such case the shareholders of the Company
       receive consideration (whether cash, securities or otherwise) of more
       than $1.25 per share, then, immediately after the consummation of such
       transaction, the Company will pay to Asset Value an amount equal to
       900,000 times the difference between $1.25 and the amount paid to the
       shareholders up to a maximum difference of $1.75 per share (i.e., a
       maximum price of $3.00 per share).

                                      F-28
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(12)   IMPAIRMENT LOSS

       During the fourth quarter of 1997, the Company decided to sell the
       majority of assets held in the Published Research Division, and,
       accordingly has retained the services of an investment banking firm to
       effectuate the sale. As a result, the Company has reported the carrying
       value of the assets held for sale at the lower of cost or their estimated
       net realizable values. As a result of the Company's decision, an
       impairment loss of $1,047,000 was recorded in December 1997. The Company
       has presented the assets held for sale as a separate line item in its
       December 31, 1997 consolidated balance sheet. Discussions with potential
       buyers are in the early stages, and the Company will review its estimated
       net realizable values as additional information becomes available.

       The aforementioned charge included write-downs of inventory of $517,000,
       fixed assets of $405,000, goodwill of $102,000 and deferred charges of
       $23,000. There are no cash implications relating to this charge.

(13)   SALE OF ETRG'S ASSETS AND ASSET DISPOSAL

       During the fourth quarter of 1997, the Company sold certain assets held
       in its Emerging Technologies Research Group ("ETRG"). The Company
       recorded a $28,000 loss related to this sale. In accordance with the
       terms of the Agreement, the Company received a two year $125,000 Note
       bearing interest at an annual rate of 10% and has retained a security
       interest in the ETRG database. A principal payment of $31,250 plus
       accrued interest is due on May 4, 1998. Commencing on August 4, 1998, and
       on the fourth day of each November, February, May and August thereafter,
       quarterly principal payments of $15,625 plus accrued interest is due. The
       final payment is due November 4, 1999. As a result of this transaction,
       the Company will no longer operate its multi-client study business, its
       Continuous Advisory Service and its Interactive Consumer Newsletter. The
       Company has retained the rights to its currently published off-the-shelf
       studies and will receive a 5% royalty on sales of the above services for
       a two year period.

       During the fourth quarter of 1997, the Company ceased operation of its
       FIND/SVP Internet Services, Inc. subsidiary. Accordingly, the Company has
       written down the assets in this subsidiary by $408,000 to zero.
       Additionally, the Company has accrued $35,000 of severance cost, all of
       which will be paid by March 31, 1998; $16,000 of shut-down costs to be
       paid in the first quarter of 1998; and rent expenses of $41,000 to cover
       rents payable in the first quarter of 1998 while the Company negotiates
       the release of its obligations with the landlord. If any additional rents
       are incurred, they will be expensed in 1998.

(14)   RESTRUCTURING CHARGES

       In conjunction with the Company's decision to re-focus its efforts on its
       core competencies (see note 1(a)), the Company reduced its general and
       administrative staff on December 31, 1997. Accordingly, the Company
       recorded a $155,000 restructuring charge during the fourth quarter of
       1997, all of which will be paid in 1998.

                                      F-29
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(14),  CONTINUED

       During the third quarter of 1996, the Company implemented a plan to
       restructure and consolidate operations, which included the reorganization
       of its operating units and a change in the method of marketing and
       cross-selling its various products. As a result, the Company recorded a
       pre-tax restructuring charge of $802,000 during the third quarter of
       1996.

       The restructuring charge included a writedown of certain inventories and
       deferred charges of $490,000, severance and retirement charges of
       $167,000, charges relating to marketing and planning materials which will
       not be used after the restructuring of $117,000 and charges for the
       consolidation and reduction of several small and unprofitable product
       groups of $28,000, of which $122,000 and $47,000 of the remaining
       severance and retirement payments has been included in accrued expenses
       at December 31, 1996 and 1997.

(15)   SUBSEQUENT EVENTS

       On January 15, 1998, the Company entered into an agreement with SVP, S.A.
       ("SVP") for SVP to purchase $1,000,000 of the Company's common stock at
       $1.25 per share. The transaction was completed in two parts. The Company
       issued 600,000 shares to SVP and issued a $250,000 Convertible Note on
       January 15, 1998, pending the availability of shares for issuance. The
       Note converted into 200,000 shares on February 20, 1998, when those
       shares became available in connection with the Company's litigation
       settlement (see note 11).

       With this transaction SVP and its affiliates currently own approximately
       37% of the then outstanding common shares in the Company, excluding
       outstanding warrants.

(16)   SUBSEQUENT EVENTS - UNAUDITED

       On March 27, 1998, the Company implemented a cost cutting plan which
       includes the reduction of approximately 20 full-time positions in its
       core businesses. As such, the Company expects to record a charge for
       severance and related costs of approximately $325,000 during the quarter
       ended March 31, 1998.

       On February 27, 1998, the Company received notification from the NASDAQ
       Stock Market, Inc. ("NASDAQ") that the Company is not in compliance with
       the new minimum bid price requirement which became effective on February
       23, 1998. In order to regain compliance with this standard the Company's
       common shares must have a closing bid price at or above the minimum for
       at least ten consecutive trading days by no later than May 28, 1998. The
       standard requires a minimum closing bid price of $1.00 per share. If
       compliance is not met, NASDAQ will issue a delisting letter which will
       identify the review procedures. The Company may request a review at that
       time, which will generally stay delisting. As of March 30, 1998, the
       Company has not met such requirement.

                                      F-30
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued

(16),  CONTINUED

       As of December 31, 1997, the Company is not in compliance with the NASDAQ
       net tangible asset requirement. Per discussions with NASDAQ, the Company
       is including a pro-forma net tangible asset statement including the
       $1,000,000 capital contribution received from SVP, S.A. in 1998 (see note
       15). NASDAQ has informed the Company that since this statement shows
       pro-forma net tangible assets which are in compliance with the NASDAQ
       requirement, it will consider the Company to be in compliance.

                          Pro-Forma Net Tangible Assets


         Total assets at December 31, 1997                      $12,481,000
         Less:  Goodwill, net                                      (117,000)
         Less:  Liabilities                                     (11,263,000)
                                                                ------------
                                                                  1,101,000
         Capital received from SVP, S.A. during
             first quarter of 1998                                1,000,000
                                                                -----------

         Pro-forma Net Tangible Assets                          $ 2,101,000
                                                                ===========



                                      F-31
<PAGE>



                                                                     SCHEDULE II
                                                                     -----------

                         FIND/SVP, INC. AND SUBSIDIARIES

                        Valuation and Qualifying Accounts

                  Years ended December 31, 1997, 1996 and 1995
                            (in thousands of dollars)



<TABLE>
<CAPTION>
                                                      BALANCE AT       ADDITIONS
                                                       BEGINNING      CHARGED TO       DEDUC-         BALANCE AT
               CLASSIFICATION                           OF YEAR        EARNINGS       TIONS (1)       END OF YEAR
                                                        -------        --------       ---------       -----------

<S>                                                   <C>                <C>              <C>              <C>
Year ended December 31, 1997:
    Allowance for doubtful accounts                   $    103           254              239              118
                                                          ====          ====            =====              ===

Year ended December 31, 1996:
    Allowance for doubtful accounts                   $    105           287              289              103
                                                           ===           ===              ===              ===

Year ended December 31, 1995:
    Allowance for doubtful accounts                   $    131           179              205              105
                                                          ====           ===              ===              ===
</TABLE>



Note:    (1)  Amounts written off, net of recoveries.


                                      F-32
<PAGE>

                                     ITEM 9

                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE


          No change in the  accountants  has taken place  within the  three-year
period ended, or in any period subsequent to, December 31, 1997.




                                    PART III
                                     ITEM 10

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                                   MANAGEMENT

DIRECTORS AND OFFICERS

         The directors and executive officers of the Company are as follows:

NAME                       AGE        POSITION
----                       ---        --------

Andrew P. Garvin            52        Chairman of the Board, President, Chief
                                      Executive Officer and Director

Peter J. Fiorillo           38        Executive Vice President, Chief
                                      Financial Officer, Chief Information
                                      Officer, Treasurer and Corporate Secretary

John D. Kuranz              50        Vice President, Managing Director,
                                      Published Research Division

Brigitte de Gastines        54        Director

Howard S. Breslow           58        Director

Frederick H. Fruitman       47        Director

Charles Baudoin             78        Director

Jean-Louis Bodmer           56        Director

     Each director is elected for a period of one year at the  Company's  annual
meeting  of  shareholders  and serves  until his  successor  is duly  elected by
shareholders.  Officers  are  elected  by and  serve at the will of the Board of
Directors.

     Ms. de Gastines  was elected a director of the Company in  accordance  with
the Company's licensing agreement with SVP International.  See "Item 1. Business
- SVP Network; Licensing Agreement with SVP International."

     Mr.  Garvin  is a  founder  of the  Company  and has  served  as its  Chief
Executive  Officer and  Chairman  of the Board  since 1972 and as its  President
since 1978.  Mr.  Garvin has been a director of the Company  since its inception
and  treasurer  until 1997.  From 1979 to 1982,  Mr.  Garvin was a member of the
Board of  Directors  of the  Information  Industry  Association  and  served  as
Chairman of the 1979 National Information Conference and Exposition.  Mr. Garvin
is the  author  of THE ART OF  BEING  WELL  INFORMED,  an  information  resource
handbook  for  executives.  Mr.  Garvin  was Vice  President  of his own  public
relations and marketing  firm.  Mr. Garvin  received a B.A.  degree in political
science from Yale  University and an M.S. degree in journalism from the Columbia
Graduate   School  of   Journalism.   Mr.   Garvin  is  a

                                       61
<PAGE>


director of Esquire  Communications,  Ltd., a publicly  held company  engaged in
court reporting services.

     Mr. Fiorillo has been the Company's Executive Vice President since November
1994, Chief Financial Officer since 1991 and Treasurer,  Corporate Secretary and
Chief  Information  Officer  since  1997,  and was Vice  President  Finance  and
Administration from 1991 to November 1994 and Assistant Corporate Secretary from
1994 to 1997.  Since 1996,  Mr.  Fiorillo  had served as  President  of FIND/SVP
Internet Services,  Inc. which ceased operations on December 31, 1997. From 1987
until 1991,  Mr.  Fiorillo  was  employed by Robert  Half of New York,  Inc.,  a
financial executive  recruiting firm,  including as President from 1989 to 1991.
Prior thereto he was the  Controller of Profit  Freight  Systems,  Inc., a large
publicly held international freight forwarder;  the Vice President of Finance of
Carl Byoir & Associates,  the third largest international public relations firm;
and a Certified  Public  Accountant  with Arthur Young & Company.  Mr.  Fiorillo
received a B.A.  degree  from  Franklin & Marshall  College  and is a  Certified
Public Accountant in New York State.

     Mr. Kuranz has been the Managing Director of FIND/SVP  Published  Products,
Inc. since January 1994 and a Vice President of the Company since November 1994.
From 1990 to 1994,  he served as an  independent  consultant  to the  electronic
publishing  industry.  From  1985 to 1989,  he served as  President  of  Schneck
Aviation,  an aircraft engine  manufacturing  firm. From 1981 to 1985, he was an
Executive  Vice President of  Ziff-Davis,  a privately held computer  publishing
company.  From 1975 to 1980, he was President of  Management  Contents,  Inc., a
database publishing company.  From 1971 to 1974, he was employed by G.D. Searle,
a pharmaceutical company, as a Bio-Medical  Researcher.  Mr. Kuranz received his
B.S. degree in Biochemistry from St. Mary's College in 1969.

     Ms. De  Gastines  has been a director of the  Company  since 1982.  She has
served as the General Manager of SVP International since 1985 and SVP S.A. since
1976.

     Mr.  Breslow has been a director of the Company  since 1986.  He has been a
practicing  attorney  in New York for more than 25 years and a member of the law
firm of  Breslow  &  Walker,  LLP,  New  York,  New York for more than 20 years.
Breslow & Walker,  LLP is currently the Company's  general counsel.  Mr. Breslow
currently  serves as a director of Cryomedical  Sciences,  Inc., a publicly held
company engaged in the research, development and sale of products for use in low
temperature  medicine,  Vikonics  Inc., a publicly  held company  engaged in the
design and sale of  computer-based  security  systems,  Lucille  Farms,  Inc., a
publicly  held  company  engaged in the  manufacturing  and  marketing of cheese
products,  and Excel  Technology,  Inc., a publicly held company  engaged in the
development and sale of laser products.

     Mr.  Fruitman  has been a director  of the Company  since June 1989.  Since
April  1990,  Mr.  Fruitman  has  been a  Managing  Director  of  Loeb  Partners
Corporation, an investment banking firm. From January 1989 to April 1990, he was
an independent  Financial  Consultant.  From 1986 to December 1988, Mr. Fruitman
was a  Senior  Vice  President  of The  Stuart-James  Company  Incorporated,  an
investment banking firm. From 1984 to 1986, he was an associate at E.M. Warburg,
Pincus & Co.,  Inc.  From 1982 to 1984,  Mr.  Fruitman  was a Vice  President of
Investors in Industry  Corporation,  a venture  capital firm. Mr.  Fruitman is a
director of Micro  Warehouse,  Inc.,

                                       62
<PAGE>

a publicly held company which is a direct marketer of microcomputer software and
peripheral products.

     Mr.  Baudoin  has been a director of the Company  since  November  1990 and
previously  served as a director  of the Company  from 1981 to June 1989.  Since
1951, Mr. Baudoin has served as the President of Bova Trading, Inc., a financial
management  firm. From 1954 to 1963, he served as President of the Dutch America
Mercantile  Corporation,  a  finance  company.  From  1963 to  1967,  he was the
President of C.I.F.  Inc., a finance  company.  From 1967 to 1983,  Mr.  Baudoin
served as the President of the Merban Corporation,  a finance company. From 1983
to 1987,  he also served as Chairman and Chief  Executive  Officer of Contitrade
Services Corporation and Merban Americas Corporation,  finance companies.  Since
1987, Mr. Baudoin has served as the Chairman of ECOBAN Finance Ltd.

     Mr.  Bodmer has served as General  Manager of SVP France since 1974.  Other
positions which he currently  holds are Chief  Executive  Director of SVP, S.A.,
President and Chief  Executive  Officer of SVP  Participation,  President of SVP
Belgium, and President of SVP United Kingdom.

                                       63
<PAGE>



                                  SECTION 16(A)

                    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         The  following  persons have failed to file on a timely  basis  certain
reports  required by Section  16(a) of the Exchange  Act of 1934 (the  "Exchange
Act"):  During the year ended  December 31, 1997, SVP and its affiliates did not
file Forms 4 with respect to the  following  transactions  (as described in this
and prior reports  filed by the Company):  the purchases by SVP in November 1996
and August 1997 of Notes and warrants from the Company.  The Company understands
that the Forms 4 are currently being prepared.

                                       64

<PAGE>


                                     ITEM 11

                             EXECUTIVE COMPENSATION

     The following table sets forth certain information  regarding  compensation
paid by the  Company  during  each of the  Company's  last  three  years  to the
Company's  Chief  Executive  Officer  and to  each  of the  Company's  executive
officers who received salary and bonus payments in excess of $100,000 during the
year ended December 31, 1997:
<TABLE>
<CAPTION>
                                                              SUMMARY COMPENSATION TABLE
                                                              --------------------------

                                                                                       LONG TERM COMPENSATION
                                                                           -----------------------------------------------
                                            ANNUAL COMPENSATION                          AWARDS                   PAYOUTS
                                     ----------------------------------    -----------------------------------  -----------
                                                                                                 SECURITIES
   NAMES AND PRINCIPAL                 SALARY    BONUS($)    OTHER          RESTRICTED STOCK      UNDERLYING        LTIP     ALL
        POSITIONS            YEAR       ($)      -------     ANNUAL             AWARDS($)          OPTIONS         PAYOUT    OTHER
        ---------            ----       ---                  COMP.             ---------           (#)(1)           ($)      COMP.
                                                             -----                                 ------           ---      -----


<S>                          <C>        <C>         <C>         <C>                <C>                 <C>          <C>        <C>
Andrew P. Garvin             1997       253,867     50,000      -                  -                   -            -          -
Chairman of the Board,
President, Chief             1996       249,976     12,500      -                  -                   350,000      -          -
Executive Officer and
Director                     1995       235,937     25,000      -                  -                    69,000      -          -


Peter J. Fiorillo            1997       185,671     11,500      -                  -                   -            -          -
Executive Vice President,
Chief Financial Officer,     1996       154,476     12,000      -                  -                   125,000      -          -
Chief Information
Officer, Treasurer and       1995       154,476     10,000      -                  -                     6,000      -          -
Corporate Secretary


John D. Kuranz               1997       150,200      -          -                  -                 -              -          -
Vice President, Managing
Director, Published          1996       149,976      -          -                  -                 -              -          -
Research Division
                             1995       149,976     12,850      -                  -                 -              -          -

</TABLE>



-----------------------
(1)      Options to acquire Common Stock.


                            OPTION GRANTS DURING 1997
                            -------------------------

During 1997 there were no options granted to the named executive officers.

                                       65


<PAGE>



         AGGREGATED OPTION EXERCISES IN 1997 AND YEAR-END OPTION VALUES

     The following table provides  information  related to options  exercised by
each of the named executive officers during the year ended December 31, 1997 and
the number and value of options  held at fiscal year end.  The Company  does not
have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
                                                                                                   VALUE OF UNEXERCISED
                                                                 NUMBER OF SECURITIES                   IN-THE-MONEY
                                                                UNDERLYING UNEXERCISED                    OPTIONS
                                                                        OPTIONS                  AT FISCAL YEAR END ($)(1)
                                                                AT FISCAL YEAR END (#)           -------------------------
                                                                ----------------------

                               SHARES          VALUE
                             ACQUIRED ON      REALIZED
NAME                           EXERCISE          ($)        EXERCISABLE     UNEXERCISABLE     EXERCISABLE      UNEXERCISABLE
----                           --------          ---        -----------     -------------     -----------      -------------
                                 (#)
<S>                             <C>            <C>            <C>              <C>                 <C>              <C>
Andrew P. Garvin                5,000          $2,475         143,500          340,000             -                 -

Peter J. Fiorillo                 -               -            95,500           66,500             -                 -

John D. Kuranz                    -               -            49,800           11,200             -                 -
</TABLE>

(1) The closing trade price of the Company's  Common Stock as reported by NASDAQ
on December 31, 1997 was $0.75.  Value is calculated on the  difference  between
the option  exercise price of in-the-money  options and $0.75  multiplied by the
number of shares of Common Stock underlying the option.

EMPLOYMENT AND RELATED AGREEMENTS

     On January 1, 1996, the Company  entered into an Employment  Agreement with
Andrew P. Garvin  commencing on January 1, 1996 and  terminating on December 31,
2001 (the  "Employment  Agreement").  Such Employment  Agreement was amended and
restated on December  12, 1996.  The  Employment  Agreement  provides for a base
salary of $250,000  which will be adjusted  each  January 1 for a cost of living
increase  based on the  Consumer  Price  Index for New York City for the  twelve
month period immediately  preceding such January 1 date. Mr. Garvin will also be
entitled to additional  increases in base salary as may be determined  from time
to time by the Board of Directors or any compensation committee appointed by the
Board of Directors.  Mr. Garvin  received a $12,500 signing bonus upon execution
of the Employment Agreement. In addition, Mr. Garvin will be entitled to receive
performance bonuses equal to 10% per annum of the pre-tax profits of the Company
in excess of  $1,000,000  for each of the years ended  December 31, 1996,  1997,
1998,  1999,  2000,  and 2001.  The  Employment  Agreement  limits  the bonus to
$250,000 in any year,  and states that Mr.  Garvin is entitled to receive a cash
bonus of $50,000 in each of January 1997 and January  1998.  During  August 1997
Mr. Garvin voluntarily took a 5% salary cut for the balance of 1997.

     The Employment Agreement provides that (i) if Mr. Garvin voluntarily leaves
the  employ of the  Company on account of the  Company  being  acquired  and its
principal  office being moved to a location  which is greater than 50 miles from
New York  City;  and (ii) if Mr.  Garvin  voluntarily  leaves  the employ of the
Company on account of a Change in Control,  then, in each such case, he shall be
entitled to receive the  compensation  described  in the  immediately  preceding
paragraph  for  the  balance  of the  term;  provided,

                                       66
<PAGE>

however,  that if such termination  occurs at a time when there is less than one
year left in the term, the compensation shall continue for a period of two years
from the  date of  termination  on the same  basis  that the  employee  received
compensation  during the last year of the term.  Change of control is defined in
the Employment Agreement to include the acquisition by a party of 30% or more of
the  outstanding  shares  of  Common  Stock of the  Company  or a change  in the
majority of the  Incumbent  Board of  Directors  (as  defined in the  Employment
Agreement). In the event that the Company terminates Mr. Garvin's employment for
cause,  and a court of law or other  tribunal  ultimately  determines  that such
termination  was without cause,  then he shall be entitled to receive double the
amount of compensation described above until the end of the term. Mr. Garvin has
agreed to a non-competition covenant for a period of two years after the term of
the Employment Agreement.

          The Company has entered into a deferred  compensation  agreement  with
Mr.  Garvin,  which provides for a schedule of payments to him or his designated
beneficiary(ies).  The agreement entered into in 1984 provides that in the event
during the  course of  employment  Mr.  Garvin (i) dies,  (ii)  becomes  totally
disabled or (iii)  elects to retire  after June 30, 1994 and prior to age 65, he
or, in the event of death, his designated  beneficiaries,  shall receive monthly
payments  ranging  from $1,250 to $1,800 for a period of ten years from the date
of death, disability or retirement. In the event Mr. Garvin retires at age 65 or
over,  Mr. Garvin shall receive  $4,750 per month for ten years from the date of
his retirement.

          The Company entered into an additional Deferred Compensation Agreement
with Mr.  Garvin in 1990.  Pursuant  thereto,  in the event during the course of
employment Mr. Garvin (i) dies, (ii) becomes totally disabled or (iii) elects to
retire  after  July 25,  1992 and prior to age 65, he or, in the event of death,
his designated  beneficiary(ies),  shall receive monthly  payments  ranging from
$618.81 to $2,351. These payments are to continue for a period of ten years from
the date of death,  disability or retirement.  In the event he retires at age 65
or over,  Mr.  Garvin shall  receive  $2,475.24 per month for ten years from the
date of his retirement. The benefits under the two agreements are cumulative.

          On January 11, 1995,  the Company  entered into  severance  agreements
with Peter J. Fiorillo and John D. Kuranz. The severance  agreements provide for
the payment of the current base salary (with set minimum  limits for purposes of
the payment) to the respective individual for a period of one year from the date
of termination  for (i)  termination  without cause;  and (ii) if the individual
voluntarily  leaves the employ of the Company  because of a change of control or
because Andrew P. Garvin is no longer Chief Executive Officer.  Additionally, if
the above  occurs,  all  options  granted to the  respective  individual  by the
Company shall become  immediately  vested and exercisable.  Change of control is
defined in the severance agreements to include the acquisition by a party of 30%
or more of the outstanding  shares of common stock of the Company or a change in
the majority of the incumbent Board of Directors.  In the event that the Company
terminates  Mr.  Fiorillo or Mr.  Kuranz for cause,  and a court of law or other
tribunal ultimately determines that such termination was without cause, then the
respective  individual  shall be  entitled  to  receive  double  the  amount  of
compensation described above.

          During  February  1998 SVP,  S.A.  acquired  additional  shares in the
Company which brought their total  holdings,  including its  affiliates,  in

                                       67

<PAGE>

the Company above 30% of the then outstanding  shares. As such, Mr. Garvin,  Mr.
Fiorillo and Mr. Kuranz would be entitled to receive their respective  severance
packages should they choose to resign due to this  previously  defined change in
control,  and their unvested options would immediately vest. In consideration of
SVP, S.A.  providing two $1,000,000  letters of credit, in March 1998, to secure
the Company's  debt  agreements  with a commercial  bank, on March 29, 1998, Mr.
Garvin  waived his rights  related  to the  change of control  provision  in his
agreement,  only as it relates to the holdings of SVP, S.A. and its  affiliates,
in the Company.  To date, Mr.  Fiorillo and Mr. Kuranz have not expressed  their
intent  to  resign.  If  such  two  executive  officers  were  to  tender  their
resignation  based on this  occurrence,  the  liability  would be  approximately
$340,000,  payable over a one year period,  plus the vesting of 77,000 currently
non-exercisable options.

     Directors are not compensated in cash for their services as such. The Stock
Option Plan of the Company was amended in June 1995 to provide for the automatic
grant to outside directors of five-year  non-incentive options to purchase 2,500
shares of Common Stock on the first  business day of each new year  beginning in
1996, the exercise price being the fair market value on the date of the grant.

                                     68

<PAGE>


                                     ITEM 12

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following sets forth, as of December 31, 1997, certain information with
respect to the beneficial  ownership of the Common Stock by each person known by
the Company to be the beneficial  owner of 5% or more of its outstanding  Common
Stock,  by the  directors  of the  Company  individually,  the  named  executive
officers set forth in Item 11 individually  and by all officers and directors as
a group.


                       NAME AND ADDRESS         NUMBER OF
                       BENEFICIAL OWNER       SHARES OWNED(1)       PERCENT
                       ----------------       ---------------       -------


       Andrew P. Garvin
       625 Avenue of the Americas
       New York, NY 10011         (2)           1,254,754             17.8%

       Peter J. Fiorillo (3)                      212,000              3.1%

       John D. Kuranz (4)                          61,000      Less than 1%

       Amalia S.A.
       70, rue des Rosiers
       F-93585 Saint-Ouen, Cedex
       FRANCE  (5)                              1,649,485             23.6%

       Brigitte de Gastines (6)                    20,500      Less than 1%

       Howard S. Breslow (6)(7)                    29,320      Less than 1%

       Frederick H. Fruitman (8)                   56,179      Less than 1%

       Charles Baudoin (6)(9)                      59,725      Less than 1%

       Jean-Louis Bodmer  (6)                      10,500      Less than 1%

       Furman Selz SBIC, L.P.
       230 Park Avenue
       New York, NY  10169 (10)                   900,000             12.0%

       Asset Value Fund Ltd.
       c/o Asset Value Mgmt., Inc.
       PT 376 Main St., Box 74
       Bedminster, NJ  07921-2602                 900,000             13.7%

       All Officers and Directors as a Group
       (9 persons) (11)                         1,703,978             23.2%


                                       69

<PAGE>


(1)      Unless otherwise indicated below, all shares are shares of Common Stock
         owned beneficially and of record.

(2)      Includes 483,500 shares issuable under outstanding options.

(3)      Includes 162,000 shares issuable under outstanding options.

(4)      Includes  57,000 shares  issuable under  outstanding  options and 4,000
         shares issuable under outstanding warrants.

(5)      Includes the 732,500 shares of Common Stock owned by SVP, S.A., 422,222
         shares issuable under  outstanding  Warrants held by SVP, S.A., and the
         494,763  shares of Common  Stock owned by SVP  International  which are
         subsidiaries of Amalia S.A.  Brigitte de Gastines owns in excess of 99%
         of the stock of Amalia S.A. In addition,  Ms. de Gastines is President,
         General Manager and a director of SVP, S.A., and General Manager of SVP
         International.  The shares  owned by Amalia  S.A.  are not shown in the
         table as being owned by Ms. Gastines.

(6)      Includes 10,500 shares issuable under outstanding options.

(7)      Includes  all of the 13,820  shares of Common  Stock owned by record of
         Breslow & Walker, LLP, a law firm in which Mr. Breslow is a partner.

(8)      Includes 8,000 shares issuable under outstanding options.

(9)      Includes 39,225 shares of Common Stock owned by Bova Trading,  to which
         Charles Baudoin has beneficial ownership.

(10)     Includes all of the 900,000 shares issuable under outstanding Warrants.

(11)     Includes  752,500 shares issuable under  outstanding  options and 4,000
         shares issuable under outstanding warrants.

                                       70

<PAGE>



                                     ITEM 13

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since  1971,  the  Company  has been a licensee  of SVP  International.
Pursuant  to  this  license  agreement,   the  Company  pays  royalties  to  SVP
International  for  the  use  of the  SVP  name  and  participation  in the  SVP
International  network.  For a description  of Ms. de Gastines and Mr.  Bodmer's
relationship to SVP International see "Item 10. Directors and Executive Officers
of the Registrant." The accrued royalties payable as of December 31, 1997 to SVP
International were approximately $84,000.

         Howard S. Breslow, a director of the Company,  is a member of Breslow &
Walker, LLP, general counsel to the Company.  During 1997, Breslow & Walker, LLP
received legal fees of $75,653.

         Andrew P. Garvin,  Chairman of the Board,  Chief Executive  Officer and
President and a director of the Company,  entered into an Agreement  (the "First
Refusal  Agreement"),  dated as of  November 6, 1992,  with Amalia S.A.  and its
subsidiaries,  SVP International and SVP S.A.  (collectively  "Amalia").  Amalia
beneficially  owns  1,649,485  shares of Common Stock,  or 23.6% of  outstanding
shares, and Brigitte de Gastines,  a director of the Company,  owns in excess of
99% of the stock of Amalia, S.A. The First Refusal Agreement provides for mutual
rights of first refusal in the event that either Mr. Garvin or Amalia desires to
dispose, in a public or private  transaction,  any of the shares of Common Stock
owned by them. In the event that a party declines to exercise its right of first
refusal,  the proposed  selling party may  consummate  such sale within the time
period permitted under the First Refusal Agreement.  The First Refusal Agreement
terminated in October 1997.

                                       71


<PAGE>


                                     PART IV

                                     ITEM 14

                    EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                             AND REPORTS ON FORM 8-K

(a)      (1)      FINANCIAL STATEMENTS

                  The following  Financial  Statements are filed as part of this
                  10-K:

                  Independent Auditors' Report.

                  Consolidated Balance Sheets as of December 31, 1997 and 1996.

                  Consolidated  Statements  of  Operations  for the years  ended
                  December 1997, 1996 and 1995.

                  Consolidated  Statements of Shareholders' Equity for the years
                  ended December 31, 1997, 1996 and 1995.

                  Consolidated  Statements  of Cash  Flows for the  years  ended
                  December 31, 1997, 1996 and 1995.

                  Notes to Consolidated Financial Statements.

         (2)      SCHEDULE

                  The following Financial Statement schedule is filed as part of
                  this 10-K:

                  Schedule II - Valuation and Qualifying Accounts

                  Other  Financial  Statement schedules are omitted because they
                  are  not  applicable  or because the  information  required is
                  provided in  the  Consolidated  Financial  Statements or Notes
                  thereto included herein.

         (3)      EXHIBITS

                  EXHIBIT
                  NUMBER                    DOCUMENT

                  3(a)              Copy of restated Certificate of
                                    Incorporation as amended(1), and amendment
                                    thereto.

                   (b)              Copy of By-Laws, as amended.(3)

                  4(a)              Copy of specimen of Common Stock
                                    Certificate.(1)

                 10(a)              Copy of License Agreement, dated October 11,
                                    1971,    between   the   Company   and   SVP
                                    International  (formerly SVP Conseil) and an
                                    amendment thereto, dated March 23, 1981.(1)


                                       72
<PAGE>

                   (b)              Copy of 1986 Stock Option Plan.(1)

                   (c)              Copy of Deferred Compensation and Salary
                                    Continuation Agreement, dated June 30, 1984,
                                    between the Company and Andrew P. Garvin .
                                    (1)

                   (d)              Copy of the lease related to premises at 625
                                    Avenue of the Americas, NY, NY.(2) and
                                    amendment related thereto.(6)

                   (e)              Copy of Target Benefit Plan of the Company.
                                    (4)

                   (f)              Copy of Deferred Compensation and Salary
                                    Continuation  Agreement,   dated  July  25,
                                    1990,  between  the  Company  and Andrew P.
                                    Garvin.(5)

                   (g)              Copy   of   Lease  dated   July   19,  1994
                                    related  to  premises  on 3rd  floor at 641
                                    Avenue of the Americas, NY, N.Y. (8)

                   (h)              Copy of lease dated March 15, 1995  related
                                    to  premises  on 4th floor at 641 Avenue of
                                    the Americas, NY, N.Y. (8)

                   (i)              Copy of Commercial Revolving Loan, Term Loan
                                    and Security Agreement dated April 27, 1995
                                    between State Street Bank and Trust Company
                                    and the Company. (9)

                   (j)              Copy  of  401(k) and  Profit Sharing Plan of
                                    the Company.(10)

                   (k)              Copy of Severance Agreement, dated January
                                    11,  1995  between  the Company and Peter J.
                                    Fiorillo. (11)

                   (l)              Copy of Severance Agreement, dated January
                                    11,  1995  between  the  Company and John D.
                                    Kuranz. (11)

                   (m)              Copy of Employment Agreement, amended and
                                    restated as of December  12,  1996,  between
                                    the Company and Andrew P. Garvin.(13)

                   (n)              Copy of the Note and Warrant Purchase
                                    Agreement with Furman Selz SBIC, L.P., dated
                                    October 31, 1996. (12)

                                       73
<PAGE>



                    (o)             Copy of the Note and Warrant Purchase
                                    Agreement  with SVP, S.A. dated November 30,
                                    1996. (13)

                    (p)             FIND/SVP, Inc. 1996 Stock Option Plan. (14)

                    (q)             Copy of ETRG Sale Agreement.  (15)

                    (r)             Copy of Commercial  Revolving  Loan,  dated
                                    October 22,  1997,  between the Bank and the
                                    Company. (15)

                    (s)             Copy of Second  Modification  Agreement,
                                    as of September  30, 1997,  between the Bank
                                    and the Company. (15)

                    (t)             January 20, 1998 Agreement between Asset
                                    Value Fund and the Company.

                    (u)             Copy of the Third Modification Agreement
                                    as of December  31,  1997,  between the Bank
                                    and the Company

                    (v)             Copy of Fourth  Modification  Agreement,
                                    as of January 15, 1998, between the Bank and
                                    the Company.


                     21             List of Subsidiaries. (11)

                     23             Letter of Consent by KPMG Peat Marwick LLP.

                     27             Financial Data Schedule



(1)            Incorporated by reference to the Company's Registration Statement
               on Form S-18 (Reg. No.  33-8634-NY)  which became effective with
               the Securities and Exchange Commission on October 31, 1986.

(2)            Incorporated by reference to the Company's Form 8-K filed
               with the Securities and Exchange Commission on
               February 2, 1987.

(3)            Incorporated by reference to the Company's Form 10-K filed
               for the year ended December 31, 1987.

(4)            Incorporated by reference to the Company's Form 10-K filed
               for the year ended December 31, 1989.

(5)            Incorporated by reference to the Company's Form 10-K filed
               for the year ended December 31, 1990.

(6)            Incorporated by reference to the Company's Form 10-K filed
               for the year ended December 31, 1992.

(7)            Incorporated by reference to the Company's Form 10-K filed
               for the year ended December 31, 1993.

(8)            Incorporated by reference to the Company's Form 10-K filed for
               the year  ended  December  31, 1994.


                                       74
<PAGE>

 (9)           Incorporated by reference to the Company's Form 10-Q
               filed for the Quarter ended March 31, 1995.

(10)           Incorporated by reference to the Company's Form S-8 filed on
               March 29, 1996.

(11)           Incorporated by reference to the Company's Form 10-K filed for
               the year ended December 31, 1995.

(12)           Incorporated  by reference to the Company's  Form 8-K, filed on
               November  13,  1996,  and amended by Form 8-K/A No. 1 on November
               21, 1996.

(13)           Incorporated by reference to the Company's Form 10-K filed for
               the year-ended December 31, 1996.

(14)           Incorporated by reference to the Company's Form S-8, filed on
               February 27, 1997.

(15)           Incorporated by reference to the Company's Form 10-Q, filed for
               the quarter ended September 30, 1997.

                                       75

<PAGE>



                                   SIGNATURES

          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.

                                                    FIND/SVP, INC.


Date:          March 30, 1998            BY:        /S/ ANDREW P. GARVIN
                                                   ------------------------
                                                   Andrew P. Garvin, President
                                                  (Principal Executive Officer)

Date:          March 30, 1998            BY:        /S/ PETER J. FIORILLO
                                                   -------------------------
                                                   Peter J. Fiorillo,
                                                   Executive Vice President
                                                   (Principal Financial Officer
                                                   and Principal Accounting
                                                   Officer)


               Pursuant to the requirement(s) of the Securities  Exchange Act of
1934,  this  report has been  signed by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date:          March 30, 1998                       /S/ ANDREW P. GARVIN
                                                  --------------------------
                                                  Andrew P. Garvin, Director




Date:          March 30, 1998                     ---------------------------
                                                  Brigitte de Gastines, Director




Date:          March 30, 1998                      /S/ HOWARD S. BRESLOW
                                                  ---------------------------
                                                  Howard S. Breslow, Director



Date:          March 30, 1998                      /S/ FREDERICK H. FRUITMAN
                                                  ----------------------------
                                                  Frederick H. Fruitman,
                                                  Director


Date:          March 30, 1998                      /S/ CHARLES BAUDOIN
                                                  ----------------------------
                                                  Charles Baudoin, Director


Date:          March 30, 1998                     ----------------------------
                                                  Jean-Louis Bodmer, Director


                                       76

<PAGE>
                                 EXHIBIT INDEX

Exhibit #        Description
---------        -----------

10(t)            Agreement

10(u)            Third Modification Agreement

10(v)            Fourth Modification Agreement

23               Independent Auditor's Consent

27               Financial Data Schedule