SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                   FORM 10-K/A
(Mark One)

/x/      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

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 [NO FEE REQUIRED]

For the transition period from __________________ to ___________________

                         Commission file number 1-13381

                      HOSPITALITY WORLDWIDE SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New York                                   11-3096379
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. employer identification no.)
 incorporation or organization)

450 Park Avenue, Suite 2603, New York, New York               10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip code)

Registrant's telephone number, including area code: (212) 223-0699

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

                                               Name of Each Exchange
     Title of Each Class                        on Which Registered
     -------------------                        -------------------

Common Stock, $.01 par value                  American Stock Exchange


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

                                      None

         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 / /

         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  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. / /

         The  aggregate  market  value of the Common  Stock,  $.01 par value per
share (the "Common Stock"), held by non-affiliates of the Registrant as of April
27, 1998 (based  upon the last sale price for the Common  Stock on the  American
Stock Exchange) was approximately $98,939,137.

         The number of shares of Common Stock  outstanding  as of April 27, 1998
was 11,868,022.

<PAGE>
Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

The directors and executive officers of the Company and their positions with the
Company are set forth below.


        Name                  Age                   Position
        ----                  ---                   --------

Robert A. Berman               38         Chairman of the Board, Chief
                                          Executive Officer and Director

Leonard F. Parker              68         Chairman Emeritus

Douglas A. Parker              40         President & Chief Operating Officer

Howard G. Anders               54         Executive Vice President, Chief
                                          Financial Officer & Secretary

Scott A. Kaniewski             34         Director

Louis K. Adler                 62         Director

George Asch                    60         Director

Richard A. Bartlett            40         Director


ROBERT A. BERMAN has been President and Chief  Executive  Officer and a director
of the Company since March 1997. Prior to joining the Company, Mr. Berman served
as the Managing  Director of Watermark LLC from September 1992 to March 1997 and
is currently the sole Manager of Watermark LLC. Mr. Berman is also Vice Chairman
and a director of Unistar  Gaming  Corporation,  a  wholly-owned  subsidiary  of
Executone Information Systems, and a director of Catskill Development,  LLC, the
owner of an operating harness track.

LEONARD F.  PARKER has been  Chairman  of the Board of the  Company  since March
1997.  Leonard  Parker  founded LPC in 1969.  Mr. Parker is a graduate of Tulane
University  and served in the United  States Air Force.  Prior to  founding  The
Leonard  Parker  Company  ("LPC"),  Mr. Parker was employed from 1950 by Maxwell
Company, an interior design and furnishing company. Mr. Parker serves on various
committees  for the Special  Olympics.  Leonard  Parker is the father of Douglas
Parker.

DOUGLAS A. PARKER has been  President-Purchasing  Division and a director of the
Company since March 1997.  Mr. Parker is also  President of LPC. Mr.  Parker,  a
graduate of Tulane University in International  Business,  has been with LPC for
17 years.  Mr. Parker is responsible for the development of the overseas offices
in Sandton,  Singapore and Dubai,  coordinating the international operations and
sales, as well as vendor and client relationships. Mr. Parker is also a director
of Shelby Williams Industries, Inc. Douglas Parker is the son of Leonard Parker.

HOWARD G. ANDERS has been Executive Vice President,  Chief Financial Officer and
Secretary  of the  Company  since  February  1996  and  was the  Executive  Vice
President,  Chief  Operating  Officer and a director of the Company from October
1994 to November  1995.  From December 1995 to February  1996, Mr. Anders was an
independent consultant.  Mr. Anders served as Vice President and Chief Financial
Officer of Alpine Lace Brands, Inc. in Maplewood,  New Jersey from April 1992 to
October 1994.  From April 1983 to April 1992, Mr. Anders was President and Chief
Operating  Officer of North Hills  Electronic,  Inc. in Glen Cove, New York. Mr.
Anders is a graduate of Rutgers  University  and attended  the Harvard  Business
School PMD Program.

SCOTT A.  KANIEWSKI  has been a director  of the Company  since March 1996.  Mr.
Kaniewski  has  been a Member  of  Watermark  LLC  since  February  1995 and the
President  of  Watermark  LLC  since  May 1997.  Prior to his  involvement  with
Watermark LLC, Mr.  Kaniewski held several  positions with VMS Realty  Partners,
including Vice President of Hotel  Investments from December 1988 to March 1995.
He is a Certified Public Accountant and a member of the Illinois CPA Society.

LOUIS K. ADLER has been a director  of the Company  since  September  1996.  Mr.
Adler has been a private investor for over five years in Houston,  Texas. He has
been Chairman of the Board and President of Bancshares, Inc. (Houston, TX) since
1973;  Vice  Chairman  of the Board  since  1992 and a  director  since  1988 of
Luther's Bar-B-Q,  Inc., a group of twenty  restaurants in Texas,  Louisiana and
Colorado; a director, Secretary and Treasurer of Warwick Communications,

                                       -2-

<PAGE>

Inc. since 1993; and a director and officer of several other private  companies.
Mr. Adler is also a trustee and the President of the Adler Foundation and member
of the Dean's Advisory Counsel of Goizueta Business School of Emory University.

GEORGE ASCH has been a director  of the  Company  since  September  1996.  Since
September  1994,  Mr. Asch has been a Vice  President of Gray,  Seifert and Co.,
Inc. an investment  management  company which became a wholly-owned  independent
subsidiary of Legg Mason, Inc. in April 1994. For 25 years prior to joining Gray
Seifert  and Co.,  Inc.  in August  1990,  Mr.  Asch  served as  President  of a
manufacturing   company.   He   currently   serves  on  the  boards  of  various
philanthropic  organizations,  including the  Montefiore  Medical Center and the
Price Foundation.  He is a graduate of Columbia College and served as an officer
in the United States Navy.

RICHARD A. BARTLETT has been a director of the Company since September 1996. Mr.
Bartlett is a Managing Director of Resource Holdings Limited, a private merchant
banking firm in New York City  ("Resource  Limited").  He  specializes  in legal
aspects of mergers,  acquisitions  and other corporate  restructurings.  In that
capacity,  he sits  and has sat on the  board  of  various  companies  in  which
Resource Limited and its principals have made investments. From 1987 to 1993, he
was a member of the Council of Foreign Relations and is a member of the New York
State Bar. Mr. Bartlett  received a law degree from Yale Law School and received
his B.A. from Princeton University.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's officers and directors, and persons who own more than ten
percent  of a  registered  class of the  Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission (the "Commission").  Officers, directors and greater than ten percent
shareholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file. During the year ended December
31, 1997,  all of such forms were filed in a timely manner with the exception of
(i) Forms 3 with respect to one  transaction  for each Leonard  Parker,  Douglas
Parker and Bradley Parker; (ii) Forms 4 with respect to one transaction for each
of Richard Bartlett,  Scott Kaniewski,  George Asch and Louis Adler; and (iii) a
Form 5 with respect to one transaction for Watermark LLC.


Meetings and Committees

         The  Company's  Board  of  Directors  met  seven  times  in  1997.  The
Compensation  Committee and the Audit  Committee each met two times in 1997. The
Compensation  Committee  consists of Louis K. Adler,  George Asch and Richard A.
Bartlett. The Audit Committee consists of Louis K. Adler and George Asch.

                                       -3-

<PAGE>
Item 11.  EXECUTIVE COMPENSATION

   The  following  table  sets  forth,  for  the  fiscal  years  indicated,  all
compensation  awarded to, earned by or paid to Robert  Berman,  Leonard  Parker,
Douglas  Parker and Howard Anders,  the Company's  four most highly  compensated
executives (the "Named Executive Officers"). There is no other executive officer
of the Company  whose  salary and bonus  exceeded  $100,000  with respect to the
fiscal years ended December 31, 1997, 1996 and 1995.

                          SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>


                                            Annual Compensation                       Long-Term Compensation
                                 -----------------------------------          --------------------------------
                                                                                        Awards               Payouts
                                                                              ----------------------        --------
                                                                                              Securities
                                                             Other Annual      Restricted     Underlying      LTIP        All Other
 Name and Principal                Salary        Bonus       Compensation        Stock         Options/      Payouts    Compensation
      Position           Year        ($)          ($)             ($)          Awards ($)      SARs(#)         ($)          ($)
------------------      -----    ---------     --------     -------------     ----------     ----------     --------   ------------

<S>                      <C>      <C>             <C>             <C>             <C>          <C>             <C>            <C>
Robert A. Berman (2)     1997     $161,000        --              --              --           160,000         --             --
                         1996        --           --              --              --             --            --             --
                         1995        --           --              --              --             --            --             --


Leonard F. Parker (3)    1997     $250,000        --              --              --             --            --             --
                         1996        --           --              --              --             --            --             --
                         1995        --           --              --              --             --            --             --


Douglas A. Parker (4)    1997     $175,000        --              --              --           100,000         --             --
                         1996        --           --              --              --             --            --             --
                         1995        --           --              --              --             --            --             --


Howard G. Anders (5)     1997     $215,000        --              --              --            15,000         --             --
                         1996     $150,000        --              --              --           100,000         --             --
                         1995     $128,000        --              --              --            50,000         --             --
</TABLE>

--------------------
(1)      Perquisites and other personal benefits, securities or property to each
         executive  officer  did not exceed the lesser of $50,000 or 10% of such
         executive's salary and bonus.

(2)      Mr.  Berman  joined the Company in March 1997 as the  President,  Chief
         Executive  Officer  and  Director.  In  November  1997,  he became  the
         Chairman of the Board, Chief Executive Officer and a Director.

(3)      Mr.  Leonard Parker joined the Company in March 1997 as Chairman of the
         Board and Director.  In November 1997, he became  Chairman  Emeritus of
         the Board of Directors.

(4)      Mr.   Douglas   Parker   joined   the   Company   in   March   1997  as
         President--Purchasing  Division  and  Director.  In November  1997,  he
         became the President, Chief Operating Officer and a Director.

(5)      Mr. Howard Anders joined the Company in October 1994 as Executive  Vice
         President,  Chief Operating Officer and Director.  In February 1996, he
         resigned as a Director  of the  Company and became the Chief  Financial
         Officer, Executive Vice President and Secretary.



                                       -4-

<PAGE>
         The following  table sets forth  certain  information  regarding  stock
option grants made to the Named Executive  Officers during the fiscal year ended
December 31, 1997.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

                                                                                                               Potential
                                                                                                          Realizable Value at
                                                                                                        Assumed Annual Rates of
                                                                                                        Stock Price Appreciation
                                                    Individual Grants                                      For Option Term(1)
                         -------------------------------------------------------------             ------------------------------
                             Number of          % of Total
                            Securities         Options/SARs
                            Underlying           Granted to        Exercise
                           Options/SARs        Employees in          Price         Expiration
         Name               Granted(2)          Fiscal Year        Per Share          Date               5%                10%
-------------------      ---------------     ---------------     -----------     -------------     -------------     --------------
<S>                           <C>                  <C>              <C>             <C>              <C>                <C>
Robert A. Berman......        160,000              21.7%            $12.00          12/17/07         $1,207,477         $3,059,985
Leonard F. Parker.....          --                  --                --               --                --                --
Douglas A. Parker.....        65,000               8.8%              $6.75           1/10/07          $275,927           $699,254
Douglas A. Parker.....        35,000               4.8%             $12.00          12/17/07          $264,136           $669,372
Howard G. Anders......        15,000               2.0%             $12.00          12/17/07          $113,201           $286,874
</TABLE>

         The   following   table  sets  forth  certain   information   regarding
unexercised  stock options held by the Named  Executive  Officers as of December
31, 1997.

         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
                           YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>

                                                                       Number of
                                                                       Securities                    Value of Unexercised
                                                                       Underlying                        In-the-Money
                             Shares                             Unexercised Options/SARs               Options/SARs At
                           Acquired On         Value               At Fiscal Year-End                  Fiscal Year-End
         Name               Exercise        Realized($)       Exercisable/Unexercisable(1)        Exercisable/Unexercisable
---------------------     -----------     -------------    -------------------------------      -----------------------------
<S>                            <C>              <C>                  <C>                             <C>
Robert A. Berman.......        --               --                     0/160,000                          0/$180,000
Leonard F. Parker......        --               --                        --                                 --
Douglas A. Parker......        --               --                     0/100,000                          0/$453,750
Howard G. Anders.......        --               --                   175,000/40,000                  $1,963,125/$276,250
</TABLE>

-------------------
(1)      On December 31, 1997, the last reported sales price of the Common Stock
         on the American Stock Exchange was $13.125 per share.

Long-Term Incentive and Pension Plans

         The Company does not have any  long-term  incentive or defined  benefit
pension plans.

Director Compensation

         The  Company  does  not  currently  compensate  directors  who are also
executive officers of the Company for service on the Board of Directors. Outside
directors are paid a fee of $750 and reimbursed  for their expenses  incurred in
attending each meeting of the Board of Directors and its Committees.

         On September 26, 1996, the Company's  Board of Directors  adopted,  and
the Company's  shareholders  approved,  the 1996 Outside  Directors Stock Option
Plan (the  "Outside  Directors'  Plan") for purposes of securing for the Company
and its  shareholders  the benefits  arising from stock ownership by its outside
directors.

Compensation Committee Interlocks and Insider Participation

         The Company's Compensation  Committee,  which exercises the power which
the Board of Directors would otherwise hold with respect to the grant of options
under the 1996 Stock Option Plan as well as the compensation and benefits of all
officers of the Company,  consists of Louis K. Adler, George Asch and Richard A.
Bartlett.  Mr. Bartlett is a Managing Director of Resource Holdings  Associates,
L.P. ("Resource Holdings"). The Company has renewed its engagement with Resource
Holdings as a financial advisor. As compensation for

                                       -5-

<PAGE>
such engagement,  the Company has agreed to pay Resource  Holdings a retainer of
$10,000 per month for at least one year.  The Company,  pursuant to the terms of
its previous agreement, granted Resource Holdings a five-year option to purchase
500,000 shares of Common Stock at an exercise price of $2.00 per share.

Other

         No director or  executive  officer is  involved in any  material  legal
proceeding  in which he is a party  adverse  to the  Company  or has a  material
interest adverse to the Company.

Employment Agreements

         The Company entered into a new three-year employment agreement with Mr.
Berman as of  January  1,  1998.  The term of the  employment  agreement  may be
renewed for one year periods by mutual  agreement of Mr. Berman and the Company.
The employment  agreement provides for base compensation at the rate of $300,000
per annum plus an annual bonus determined by the Company's Board of Directors in
its sole  discretion.  In the event of a change of  control  (as  defined in the
employment  agreement)  which  results  in  either  (i) the  termination  of Mr.
Berman's services for any reason other than voluntary  withdrawal or cause, (ii)
the  placement  of Mr.  Berman in a position  of lesser  stature  than that of a
senior executive officer of the Company; (iii) a breach of certain provisions of
Mr.  Berman's  employment  agreement;  (iv)  a  requirement  that  Mr.  Berman's
principal duties be performed outside of Manhattan, or (v) Mr. Berman's decision
to leave the Company  after one year,  the Company  must pay to Mr.  Berman,  as
liquidated  damages, a lump sum cash payment equal to 2.99 times his base salary
and last bonus paid (up to certain  limitations).  The employment agreement also
contains  confidentiality  and  non-compete  provisions  during  the term of the
agreement and for a period of two years thereafter.

         The Company  entered  into a four-year  employment  agreement  with Mr.
Leonard  Parker on  January 9, 1997 with a base  compensation  of  $250,000  per
annum.  Pursuant  to  such  agreement,  the  salary  for the  final  year of the
agreement was paid in full at signing.  Further,  Mr.  Leonard Parker has agreed
not to  compete  with the  Company  during the term of the  agreement  and for a
period of one year thereafter.

         The Company entered into a new two-year  employment  agreement with Mr.
Douglas Parker as of January 1, 1998.  The term of the employment  agreement may
be renewed for one year periods by mutual  agreement of Mr.  Douglas  Parker and
the Company. The employment agreement provides for base compensation at the rate
of $250,000 per annum plus an annual bonus  determined by the Company's Board of
Directors  in its sole  discretion.  In the  event of a change  of  control  (as
defined in the employment agreement) which results in either (i) the termination
of Mr. Douglas Parker's services for any reason other than voluntary  withdrawal
or cause,  (ii) the  placement  of Mr.  Douglas  Parker in a position  of lesser
stature than that of a senior executive  officer of the Company;  (iii) a breach
of certain provisions of Mr. Douglas Parker's  employment  agreement;  or (iv) a
requirement that Mr. Douglas Parker's principal duties be performed outside a 30
mile radius from the  location at which Mr.  Douglas  Parker had  performed  his
duties  immediately prior to the change of control,  the Company must pay to Mr.
Douglas  Parker,  as liquidated  damages,  a lump sum cash payment equal to 2.99
times his base salary (subject to certain limitations). The employment agreement
also contains  confidentiality and non-compete provisions during the term of the
agreement and for a period of two years thereafter.

         The Company entered into a new three-year employment agreement with Mr.
Anders as of  January  1,  1998.  The term of the  employment  agreement  may be
renewed for one year periods by mutual  agreement of Mr. Anders and the Company.
The employment  agreement provides for base compensation at the rate of $225,000
per annum plus an annual bonus determined by the Company's Board of Directors in
its sole  discretion.  In the event of a change of  control  (as  defined in the
employment agreement) which results in either (i) the termination of Mr. Anders'
services  for any reason  other than  voluntary  withdrawal  or cause,  (ii) the
placement  of Mr.  Anders in a position of lesser  stature than that of a senior
executive  officer of the Company;  (iii) a breach of certain  provisions of Mr.
Anders' employment  agreement;  or (iv) a requirement that Mr. Anders' principal
duties be  performed  outside a 30 mile  radius  from the  location at which Mr.
Anders had performed his duties immediately prior to the change of control,  the
Company must pay to Mr. Anders, as liquidated  damages,  a lump sum cash payment
equal to 2.99  times his base  salary  (subject  to  certain  limitations).  The
employment  agreement also contains  confidentiality and non-compete  provisions
during the term of the agreement and for a period of two years thereafter.

1996 Stock Option Plan

         On September 26, 1996, the Company's  Board of Directors  adopted,  and
the Company's shareholders approved, the 1996 Stock Option Plan (the "Plan") for
the purpose of providing  incentive to the officers and employees of the Company
who are primarily responsible for the management and growth of the Company. Each
option granted  pursuant to the Plan shall be designated at the time of grant as
either an "incentive stock option" or as a "non-qualified  stock option".  As of
December 31, 1997, the Company has granted options to purchase  1,636,000 shares
of Common Stock under the Plan at grant prices  ranging from $2.75 to $12.00 per
share,  of which 72,250  shares have been  exercised,  and 619,875 are currently
exercisable.  The term for each option granted is determined by the Compensation
Committee, provided the maximum length of the term of each

                                       -6-

<PAGE>
option  granted will be no more than ten years.  At December  31,  1997,  64,000
options were available for grant under the Plan.

1996 Outside Directors' Stock Option Plan

         Each outside  director who becomes an outside  director  after March 1,
1996 shall immediately  receive the grant of an option to purchase 15,000 shares
of Common Stock. To the extent that shares of Common Stock remain  available for
the grant of options under the Outside Directors' Plan, on April 1 of each year,
commencing on April 1, 1997, each outside director shall be granted an option to
purchase  10,000  shares of common  stock.  Options  granted  under the  Outside
Directors' Plan shall become exercisable in three equal installments, commencing
on the first  anniversary  of the grant date. On September 26, 1996, The Company
granted  options to  purchase  60,000  shares of Common  Stock under the Outside
Directors'  Plan with an exercise price of $2.75.  On April 1, 1997, the Company
granted  options to  purchase  40,000  shares of Common  Stock under the Outside
Directors'  Plan with an exercise price of $6.125 per share.  As of December 31,
1997, 20,000 of such options were exercisable.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The voting  securities  of the  Company  outstanding  on April 28, 1998
consisted of 11,868,022  shares of Common Stock.  The following table sets forth
information  concerning  ownership of the Common Stock, as at March 30, 1998, by
(i) each  director,  (ii)  each  executive  officer,  (iii)  all  directors  and
executive  officers as a group,  and (iv) each person who, to the  knowledge  of
management,  owned  beneficially  more  than  5% of  the  Common  Stock.  Unless
otherwise indicated, the address of each person listed below is 450 Park Avenue,
New York, New York 10022.

<TABLE>
<CAPTION>

                                                              Common Stock
                 Beneficial Owner(1)                        Beneficially Owned        Percent of Class(2)
---------------------------------------------------      ---------------------      ---------------------

<S>                                                               <C>                        <C>  
Robert A. Berman......................................           687,085(3)                   5.8%

Leonard F. Parker.....................................           271,435                      2.3%
550 Biltmore Way
Coral Gables, Florida  33134

Douglas A. Parker.....................................           176,667(4)                   1.5%
550 Biltmore Way
Coral Gables, Florida  33134

Howard G. Anders......................................           179,600(5)                   1.5%

Richard A. Bartlett...................................           416,499(6)                   3.5%
c/o Resource Holdings Associates, L.P.
520 Madison Avenue, 40th Floor
New York, New York  10022

Scott A. Kaniewski....................................           100,423(7)                    *

Louis K. Adler........................................            83,333(8)                    *
910 Travis Street, Suite 2030
Houston, Texas  77002-5810

George Asch...........................................            83,333(9)                    *
c/o Gray Seifert & Company, Inc.
380 Madison Avenue
New York, New York  10022

All Executive Officers and Trustees as a group (8              2,006,875(10)                 16.2%
persons)..............................................
</TABLE>

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

(1)      Except as  outlined  herein,  the  persons  named in the table,  to the
         Company's  knowledge,  have sole  voting  and  dispositive  power  with
         respect to all shares shown as beneficially  owned by them,  subject to
         community property laws where applicable and the information  contained
         in the footnotes hereunder.

(2)      Calculations  assume that all options and warrants  which are presently
         exercisable or exercisable within 60 days have been exercised.

(3)      Consists of (i) 474,085 shares of Common Stock held individually by Mr.
         Berman; (ii) 200,000 shares of Common Stock held by Watertone Holdings,
         L.P.,  a Delaware  limited  partnership  and  affiliate  of the Company
         ("Watertone"),   as  to  which  Mr.  Berman  is  attributed  beneficial
         ownership (as the sole Manager of Watertone's general partner) pursuant
         to Rule 13d-3 ("Rule 13d-3") of the Exchange Act;

                                       -7-

<PAGE>
         and (iii) 13,000  shares of Common  Stock held by  Watermark  LLC as to
         which Mr. Berman is attributed  beneficial  ownership (as sole Manager)
         pursuant to Rule 13d-3.

(4)      Consists of (i) 155,000 shares of Common Stock held individually by Mr.
         Parker;  and (ii) 21,667 shares of Common Stock  issuable upon exercise
         of presently exercisable options currently held by Mr. Parker.

(5)      Consists of (i) 4,600 shares of Common Stock held  individually  by Mr.
         Anders and (ii) 175,000  shares of Common Stock  issuable upon exercise
         of presently exercisable options currently held by Mr. Anders.

(6)      Consists of (i) 108,666  shares of Common Stock owned  individually  by
         Mr. Bartlett:  (ii) 300,000 shares of Common Stock underlying an option
         granted to  Resource  Holdings as to which Mr.  Bartlett is  attributed
         beneficial  ownership pursuant to Rule 13d-3; and (iii) 8,333 shares of
         Common Stock  issuable upon exercise of presently  exercisable  options
         currently held by Mr. Bartlett. Mr. Bartlett has sole power to vote and
         dispose of the 116,666 shares of Common Stock he owns  individually and
         the 8,333  shares  of Common  Stock  underlying  presently  exercisable
         options. Mr. Bartlett, as a Managing Director of Resource Holdings, has
         shared power to vote and dispose of the 300,000  shares of Common Stock
         underlying Resource Holdings' option.

(7)      Consists of (i) 92,090 shares of Common Stock held  individually by Mr.
         Kaniewski; and (ii) 8,333 shares of Common Stock issuable upon exercise
         of presently exercisable options currently held by Mr.
         Kaniewski.

(8)      Consists of (i) 75,000 shares of Common Stock held  individually by Mr.
         Adler;  and (ii) 8,333 shares of Common Stock issuable upon exercise of
         presently exercisable options currently held by Mr. Adler.

(9)      Consist of (i) 75,000 shares of Common Stock held  individually  by Mr.
         Asch and (ii) 8,333 shares of Common Stock  issuable  upon  exercise of
         presently exercisable options currently held by Mr. Asch.

(10)     Includes  presently  exercisable  options to purchase 529,999 shares of
         Common  Stock at  exercise  prices  ranging  from  $1.275 to $6.125 per
         share.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On February 1, 1998,  the Company  renewed its  engagement  of Resource
Holdings  as a financial  advisor.  As  compensation  for such  engagement,  the
Company has agreed to pay Resource  Holdings a retainer of $10,000 per month for
at least one year. The Company, pursuant to the terms of its previous agreement,
granted  Resource  Holdings a  five-year  option to purchase  500,000  shares of
Common Stock at an exercise price of $2.00 per share.

         In May 1997,  the Company  entered into an  Agreement to Joint  Venture
(the "Joint  Venture  Agreement")  with Apollo Real Estate  Advisors II, L.P., a
Delaware limited partnership ("Apollo") and Watermark LLC. Pursuant to the Joint
Venture  Agreement,  Watermark  LLC receives a  management  fee of 1 1/2% of all
costs  (other  than soft costs)  incurred  in  acquiring  and  rehabilitating  a
particular project. On February 9, 1998, the Company purchased the assets of the
real estate  advisory  business  from  Watermark  Limited LLC,  including all of
Watermark LLC's right, title and interest to the aforementioned  management fees
payable  under the Joint  Venture  Agreement.  The Company  paid  Watermark  LLC
$1,500,000 as consideration.

         The Company has performed  renovation  services for  Watermark  Limited
LLC.  During the second quarter of 1997,  the Company  renegotiated a renovation
contract with  Watermark to provide for fees more  consistent  with a project of
similar  scope  and  complexity.  As a  result  of  the  revision,  the  Company
recognized  additional  revenue  of  $409,000  and a job to date  adjustment  of
$778,000, resulting in additional gross margin of approximately $780,000 without
an  accompanying  increase in costs. As of December 31, 1997, the Company has no
receivables from Watermark.

                                       -8-

<PAGE>
                                     PART IV

Item 14. EXHIBITS AND REPORTS ON FORM 8-K.

**(a)(1) and (2)  Financial Statements:
                  o  Hospitality Worldwide Services, Inc. and Subsidiaries
                  o  Report of Independent Public Accountants
                  o  Consolidated Financial Statements

(3)   Exhibits
Exhibit
Number                          Exhibits

         **3.1   Certificate of Incorporation, as amended, of the Company.

           3.2   Amended and Restated  By-laws of the Company  (Incorporated  by
                 reference to the Company's Registration Statement on Form S-B2,
                 No. 333-31765).

           4.1   Specimen Common Shares  Certificate  (Incorporated by reference
                 to Exhibit 4.1 to the Company's  Registration Statement on Form
                 SB-2, No. 33-7094-NY).

           4.2   Rights  Agreement dated as of November 24, 1997, by and between
                 the Company and Continental Stock Transfer & Trust Company,  as
                 rights  agent  (the  "Rights   Agreement")   (Incorporated   by
                 reference to the Company's  Registration  Statement on Form 8-A
                 filed with the Commission on December 2, 1997).

         **4.3   Amendment to Rights Agreement dated January 7, 1998.

          10.1   Asset  Purchase  Agreement  dated as of April 1,  1995,  by and
                 among AGF Interior Services Co., Watermark  Investments Limited
                 (Bahamas),  Watermark Investments Limited (Delaware),  HRB, the
                 Company and Tova  Schwartz  (Incorporated  by  reference to the
                 Company's Current Report on Form 8-K dated August 22, 1995).

          10.2   Divestiture,  Settlement and Reorganization  Agreement dated as
                 of February 26, 1996, by and among the Company,  HRB, Watermark
                 Investments  Limited (Bahamas),  Watermark  Investments Limited
                 (Delaware),  AGF Interior Services Co., Tova Schwartz,  Alan G.
                 Friedberg and Guillermo  Montero  (Incorporated by reference to
                 Exhibit  10.2 to the  Company's  Form 10-KSB for the year ended
                 December 31, 1995).

          10.3   Memorandum  Agreement  dated April 12, 1996, by and between the
                 Company and  Watermark  (Incorporated  by  reference to Exhibit
                 10.3 to the Company's  Form 10-KSB for the year ended  December
                 31, 1995).

          10.4   Bill of Sale and Assumption  Agreement dated February 26, 1996,
                 by and between the Company and Tova Schwartz  (Incorporated  by
                 reference to Exhibit 10.4 to the Company's  Form 10-KSB for the
                 year ended December 31, 1995).

          10.5   Consulting Agreement dated February 28, 1996, by and between to
                 Company  and  Resource  Holdings  Associates  (Incorporated  by
                 reference to Exhibit 10.6 to the Company's  Form 10-KSB for the
                 year ended December 31, 1995).

         *10.6   Employment  Agreement,  dated as of  January  1,  1998,  by and
                 between the Company and Robert A. Berman.

         *10.7   Employment  Agreement,  dated as of  January  1,  1998,  by and
                 between the Company and Howard G. Anders.

          10.8   1996 Stock  Option Plan  (Incorporated  by reference to Exhibit
                 4(a) to the Company's  Registration Statement on Form S-8 filed
                 on February 12, 1997, File No. 333-32689).

          10.9   Form of Option  Agreement  for the 1996 Plan  (Incorporated  by
                 reference  to  Exhibit  4(b)  to  the  Company's   Registration
                 Statement  on Form S-8 filed on  February  12,  1997,  File No.
                 333-21689).

         10.10   Form  of  Stock  Agreement  for  the  Outside  Directors'  Plan
                 (Incorporated  by reference  to Exhibit  4(c) to the  Company's
                 Registration  Statement on Form S-8 filed on February 12, 1997,
                 File No. 333-21689).


                                       -9-

<PAGE>
         10.11   Form of Option Granted to Officers  (Incorporated  by reference
                 to Exhibit 4(d) to the Company's Registration Statement on Form
                 S-8 filed on February 12, 1997, File No. 333-21689).

         10.12   Agreement  and plan of Merger  dated as of January 9, 1997,  by
                 and among Leonard Parker Company,  LPC Acquisition  Corp.,  and
                 the Company  (incorporated  by  reference to Exhibit 2.1 of the
                 Company's  Current  Report  on Form 8-K  filed on  January  24,
                 1997).

         10.13   Employment Agreement, dated as of January 9, 1997, by and among
                 The Leonard  Parker  Company,  the  Company and Leonard  Parker
                 (Incorporated  by reference to Exhibit  10.13 to the  Company's
                 Registration Statement on Form SB-2, No. 333-31765).

        *10.14   Employment  Agreement,  dated as of  January  1,  1998,  by and
                 between the Company and Douglas Parker.

         10.15   Registration Rights Agreement,  dated as of January 9, 1997, by
                 and among the Company,  Leonard Parker, Douglas Parker, Bradley
                 Parker,   Philip  Parker,  Gregg  Parker  and  Mitchell  Parker
                 (Incorporated  by reference to Exhibit  10.18 to the  Company's
                 Registration Statement on Form SB-2, No. 333-31765).

         10.16   Agreement to Joint  Venture,  dated as of May 12, 1997,  by and
                 among Apollo Real Estate  Advisors II, L.P., the Registrant and
                 Watermark Investments Limited, LLC.  (Incorporated by reference
                 to Exhibit  10.19 to the  Company's  Registration  Statement on
                 Form SB-2, No. 333-31765).

         10.17   Warrant  dated  May 12,  1997  issued  to  Apollo  Real  Estate
                 Advisors II, L.P.  (Incorporated  by reference to Exhibit 10.20
                 to the  Company's  Registration  Statement  on Form  SB-2,  No.
                 333-31765).

         10.18   Agreement  and Plan of Merger,  dated as of January 1, 1998, by
                 and  among the  Company,  HWS  Acquisition  Corp.,  a  Delaware
                 corporation,  Bekins  Distribution  Services  Co., Inc. and the
                 Sellers  named  therein   (Incorporated  by  reference  to  the
                 Company's Current Report on Form 8-K dated January 9, 1998).

         10.19   Registration  Rights  Agreement dated as of January 1, 1998, by
                 and among the Company and the Shareholders named therein.

         10.20   Financial  Advisory  Agreement  dated  April 10,  1997,  by and
                 between   the   Company  and   Resource   Holdings   Associates
                 (Incorporated  by reference to Exhibit  10.21 to the  Company's
                 Registration Statement on Form SB-2, No. 333-31765).

            11   Computation  of  earnings  per  share  (Incorporated  herein by
                 reference to Note 15 to the  Company's  Consolidated  Financial
                 Statements).

          16.1   Letter   from  Arthur   Andersen   LLP  dated  March  19,  1996
                 (Incorporated  by reference to the Company's  Current Report on
                 Form 8-K/A filed March 25, 1996).

          16.2   Letter from BDO Seidman, LLP dated March 19, 1997 (Incorporated
                 by reference to the Company's  Current Report on Form 8-K dated
                 November 12, 1997).

          **21   Subsidiaries of the Company.

        **23.1   Consent of Arthur Andersen LLP dated March 31, 1998.

        **23.2   Consent of BDO Seidman, LLP dated March 31, 1998.

          **27   Financial Data Schedule.


-------------------
 *       Filed herewith.
**       Previously  filed with the Company's  10-K for the year ended  December
         31, 1997.

Form 8-K filed with the  Commission  on January 24, 1997  reporting  Item 2,
       Acquisition on Distribution of Assets.

Form 8-K filed with the  Commission on December 2, 1997  reporting Item 5, Other
       Events.

Form 8-K filed with the  Commission on December 19, 1997  reporting  Item 1,
       Changes in Registrant's Certifying Account.

                                      -10-

<PAGE>
                                POWER OF ATTORNEY

         Hospitality  Worldwide  Services,  Inc. and each of the  undersigned do
hereby  appoint  Robert  A.  Berman  and  Howard  G.  Anders,  and  each of them
severally,  its or his true  and  lawful  attorneys  to  execute  on  behalf  of
Hospitality Worldwide Services,  Inc. and the undersigned any and all amendments
to this Report and to file same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission.  Each of such
attorneys shall have the power to act hereunder with or without the other.

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its  behalf by the  undersigned  thereunto  duly  authorized  on the 28th day of
April, 1998.

                                HOSPITALITY WORLDWIDE SERVICES, INC.
                                (Registrant)

                                By:/s/ Robert A. Berman
                                   ------------------------------------------
                                   Robert A. Berman, Chairman of the Board,
                                    Chief Executive Officer (principal executive
                                    officer) and Director

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


       Signature                        Title                         Date
       ---------                        -----                         ----

/s/ Robert A. Berman           Chairman of the Board, Chief       April 28, 1998
----------------------------   Executive Officer (principal
Robert A. Berman               executive officer) and Director



/s/ Leonard F. Parker          Chairman Emeritus of the Board     April 28, 1998
---------------------------    and Director
Leonard F. Parker



/s/ Douglas A. Parker          President, Chief Operating         April 28, 1998
---------------------------    Officer and Director
Douglas A. Parker



/s/ Howard G. Anders           Executive Vice President,          April 28, 1998
---------------------------    Chief Financial
Howard G. Anders               Officer and Secretary



/s/ Scott A. Kaniewski         Director                           April 27, 1998
---------------------------
Scott A. Kaniewski


/s/ Louis K. Adler
----------------------------   Director                           April 28, 1998
Louis K. Adler



/s/ George Asch                Director                           April 27, 1998
----------------------------
George Asch



/s/ Richard A. Bartlett        Director                           April 27, 1998
----------------------------
Richard A. Bartlett



                                      -11-