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 

For the fiscal year ended December 31, 1998
                          ------------------------------------------------------
                                             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 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. [x]

       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 26,
1999 (based upon the last sale price for the Common Stock on the American  Stock
Exchange) was approximately $33,297,402.

       The number of shares of Common Stock outstanding as of April 26, 1999 was
13,354,164.


<PAGE>


                                    PART III

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            39                    Chairman of the Board, Chief 
                                                  Executive Officer and Director

Leonard F. Parker           69                    Chairman Emeritus

Douglas A. Parker           41                    President & Director

Howard G. Anders            55                    Executive Vice President, 
                                                  Chief Financial Officer 
                                                  & Secretary

Scott A. Kaniewski          35                    Director

Louis K. Adler              63                    Director

George Asch                 61                    Director

Richard A. Bartlett         41                    Director


       ROBERT A. 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. 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  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. Leonard Parker founded The Leonard Parker Company ("LPC") in 1969.
Mr.  Parker is a graduate of Tulane  University  and served in the United States
Air Force.  Prior to founding  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    joined   the   Company   in   March   1997   as
President-Purchasing  Division and a Director.  In November  1997, he became the
President and a Director.  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  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.  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.

                                      -2-

<PAGE>


       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,  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, 1998, to the Company's  knowledge,  all of such forms were filed in a timely
manner.

Board Meetings and Committees

       The Board of  Directors  met five  times  during  the  fiscal  year ended
December 31, 1998.  From time to time, the members of the Board of Directors may
act by  unanimous  written  consent.  The  Board of  Directors  has  established
standing Audit and Compensation Committees.

       Audit Committee.  The Audit Committee exercises the power which the Board
of Directors  would  otherwise  hold with respect to financial  functions of the
Company,  including matters pertaining to the audit of the financial  statements
of the Company and related  financial  matters,  as well as the  appointment and
activities of the Company's independent certified public accountants.  The Audit
Committee  consists of Messrs.  Adler and Asch. The Audit Committee met one time
during the fiscal year ended December 31, 1998.

       Compensation  Committee.  The Compensation  Committee exercises the power
which the Board of Directors  would otherwise hold with respect to (i) the grant
of options under the 1996 Stock Option Plan (the "Employee Plan");  and (ii) the
compensation  and  benefits of all  officers of the  Company.  The  Compensation
Committee  consists  of  Messrs.  Adler,  Asch and  Bartlett.  The  Compensation
Committee met one time during the fiscal year ended December 31, 1998.

                                      -3-

<PAGE>
Item 11.  EXECUTIVE COMPENSATION

Summary Compensation Table(1)

       The  following  table sets forth,  for the fiscal  years  indicated,  all
compensation  awarded to,  earned by or paid to Robert A. Berman,  the Company's
Chief  Executive  Officer,  Leonard F.  Parker,  Douglas A. Parker and Howard G.
Anders, the Company's four other 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, 1998, 1997 and 1996.

<TABLE>
<CAPTION>

                Annual Compensation                    Long-Term Compensation
            ----------------------------             ---------------------------

                                                                    Awards             Payouts
                                                                  -----------         -----------
                                                        
                                                                                      Securities
                                                    Other Annual     Restricted         Underlying         LTIP
Name and Principal               Salary    Bonus    Compensation       Stock             Options/          Payouts    All Other
     Position            Year      ($)        ($)        ($)          Awards ($)           SARs(#)            ($)     Compensation
------------------       -----  --------   ------   ------------     ----------         -----------      ----------  -------------
<S>                      <C>    <C>            <C>      <C>             <C>               <C>               <C>               <C>
Robert A. Berman (2)     1998   $300,000       --       --              --                   --              --                --
                         1997   $161,000       --       --              --                160,000            --                --
                         1996      --          --       --              --                   --              --                --


Leonard F. Parker (3)    1998   $250,000       --       --              --                   --              --                --
                         1997   $250,000       --       --              --                   --              --                --
                         1996         --       --       --              --                   --              --                --


Douglas A. Parker (4)    1998   $250,000       --       --              --                   --              --                --
                         1997   $175,000       --       --              --               100,000             --                --
                         1996         --       --       --              --                   --              --                --


Howard G. Anders (5)     1998   $225,000       --       --              --                   --              --                --
                         1997   $215,000       --       --              --                15,000             --                --
                         1996   $150,000       --       --              --               100,000             --                --

</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 a Director.  In November  1997,  he
         became the President and a Director.

(5)      Mr.   Montero   joined   the   Company   in   August   1995   as   Vice
         President-Operations and Chief Operating Officer of HRB. Currently, Mr.
         Montero is President of HRB.

(6)      Mr.  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.


Option/SAR Grants in Last Fiscal Year

         There were no option/SAR grants to any of the Named Executive  Officers
during the fiscal year ended December 31, 1998.


                                      -4-

<PAGE>



Aggregated Option/SAR Exercises in Last Fiscal Year 
and Fiscal Year-End Option/SAR Values

         The   following   table  sets  forth  certain   information   regarding
unexercised  stock options held by the Named  Executive  Officers as of December
31, 1998.

<TABLE>
                                                                              Number of
                                                                              Securities                     Value of Unexercised
                                    Shares                                    Underlying                          In-the-Money
                                   Acquired                               Unexercised Options/SARs            Options/SARs At
                                      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.............          --                --                     32,000 / 128,000                    0 / 0
Leonard F. Parker............          --                --                            --                            --
Douglas A. Parker............          --                --                     28,667 / 71,333                     0 / 0
Howard G. Anders.............        10,000            $27,250                 193,000 / 12,000                 $560,250 / 0

</TABLE>

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

(1)      On December 31, 1998, the last reported sales price of the Common Stock
         on the American Stock Exchange was $5.00 per share. ---------------

Long-Term Incentive and Pension Plans

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

Defined Benefit or Actuarial Plans

         The Company does not have any defined benefit or actuarial 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.

         1996 Stock  Option Plan.  In September  1996,  the  Company's  Board of
Directors  adopted,  and the  Company's  shareholders  approved,  the 1996 Stock
Option  Plan (the  "Employee  Plan").  The  purpose of the  Employee  Plan is to
promote the  success of the Company by  providing  additional  incentive  to the
officers and  employees  of the Company who are  primarily  responsible  for the
management and growth of the Company, or otherwise materially  contribute to the
conduct and  direction of its  business,  operations  and  affairs,  in order to
strengthen  their desire to remain in the employ of the Company and to stimulate
their efforts on behalf of the Company,  and to retain and attract to the employ
of the Company persons of competence.

         Originally,  the  Employee  Plan  provided  that the maximum  number of
shares of Common Stock reserved for awards thereunder shall be 1,700,000. At the
Company's  1998  Annual  Meeting of  Shareholders,  the  Company's  shareholders
approved an increase in the number of shares  reserved  for  issuance  under the
Employee  Plan to  2,700,000.  As of April 27,  1999,  (i)  options to  purchase
1,511,750  shares of Common Stock are  outstanding  under the  Employee  Plan at
exercise  prices  ranging  from $2.75 to $12.00 per share,  816,269 of which are
currently exercisable, (ii) 309,250 options granted under the Employee Plan have
been exercised,  and (iii) 879,000  options remain  available to the Company for
grant under the Employee  Plan.  The Employee Plan provides for the grant of (i)
options  that are  intended to qualify as incentive  stock  options  ("Incentive
Stock Options")  within the meaning of Section 422A of the Internal Revenue Code
of 1986, as amended,  and (ii) options not intended to so qualify.  The exercise
price of options  granted under the Employee Plan may be less than, more than or
equal to the fair market  value of such  shares on the date of grant;  provided,
however,  that the exercise  price of an  Incentive  Stock Option at the time of
grant  thereof shall (i), if such  Incentive  Stock Option is being granted to a
10% shareholder,  be at least 110% of the fair market value on the date of grant
and (ii), if such  Incentive  Stock Option is being granted to any other person,
be at least  100% of the fair  market  value on the date of grant.  Any  options
granted  under the 
                                      -5-

<PAGE>

Employee  Plan that shall  expire,  terminate  or  otherwise be annulled for any
reason without  having been  exercised  shall again be available for purposes of
the Employee Plan.

         The Employee Plan is administered by the Compensation Committee,  which
is  comprised of not less than two members of the  Company's  Board of Directors
who are  "disinterested  persons"  for purposes of Rule 16b-3 under the Exchange
Act. The  Committee  has the power and  authority  to grant to eligible  persons
options  to  purchase  shares of Common  Stock  under the  Employee  Plan and to
determine the restrictions,  terms and conditions of all such options granted as
well as to  interpret  the  provisions  of the  Employee  Plan,  any  agreements
relating  to awards  granted  under the  Employee  Plan,  and to  supervise  the
administration of the Employee Plan.

         No Incentive  Stock  Options may be granted to any person for which the
"fair market value," as defined  within the Employee Plan,  determined as of the
time an Incentive  Stock  Option is granted to such person,  of the Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by such person  during any calendar  year under all plans of the Company and its
subsidiaries, shall exceed $100,000.

         Subject to the  provisions  of the Employee Plan with respect to death,
retirement and  termination of employment,  the term of each option shall be for
such period as the  Committee  shall  determine  as set forth in the  applicable
option agreement, but not more than (i) five years from the date of grant in the
case of Incentive Stock Options held by 10% or greater shareholders and (ii) ten
years from the date of grant in the case of all other Incentive Stock Options.

         The Employee Plan is intended to comply in all respects with Rule 16b-3
under the Exchange Act.

       1996 Outside  Directors' Stock Option Plan.  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  "Directors'  Plan") for
purposes of securing for the Company and its  shareholders  the benefits arising
from stock ownership by outside  directors.  Each outside director who becomes a
director  after March 1, 1996 receives an initial 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 Directors' Plan, on April 1 of each
year,  commencing on April 1, 1997, each outside director shall automatically be
granted an option to purchase  10,000  shares of Common Stock.  Options  granted
under the  Directors'  Plan shall be  exercisable  in three equal  installments,
commencing on the first  anniversary  of the grant date.  The exercise  price of
such options is the closing price of the Company's  Common Stock on the American
Stock  Exchange on the day of their  grant.  As of April 27,  1999,  (i) 250,000
shares of Common  Stock have been  reserved for  issuance  under the  Directors'
Plan,  (ii) the Company has granted 160,000 options to purchase shares of Common
Stock under the Directors'  Plan at a weighted  average  exercise price of $4.86
per  share,  8,334 of which have been  exercised  and  151,666  of which  remain
outstanding,  (iii)  68,336 of the  151,666  remaining  outstanding  options are
currently  exercisable,  and (iv) there are 90,000  options  available for grant
under the  Directors'  Plan.  The  Directors'  Plan is intended to comply in all
respects with Rule 16b-3 under the Exchange Act.

         1994 Non-Statutory Stock Option Plan. In 1994, the Company adopted 1994
Non-Statutory Stock Option Plan, which was subsequently terminated.  As of April
27, 1999,  options to purchase 40,000 shares of Common Stock remain  outstanding
and exercisable under such plan with an exercise price of $1.275 per share.

Employment Agreements

         The Company  entered into a 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;  or (iv) a requirement  that Mr.  Berman's
principal duties be performed outside of Manhattan,  or if Mr. Berman decides to
leave the Company one year after such a change of control,  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 


                                      -6-


<PAGE>

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 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 three-year  employment  agreement  with Mr.
Montero on March 1, 1998.  The term of the  employment  agreement may be renewed
for one year  periods by mutual  agreement of Mr.  Montero 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.
Montero's services for any reason other than voluntary withdrawal or cause, (ii)
the  placement  of Mr.  Montero in a position of lesser  stature  than that of a
senior executive officer of the Company; (iii) a breach of certain provisions of
Mr.  Montero's  employment  agreement;  or (iv) a requirement that Mr. Montero's
principal  duties be  performed  outside a 30 mile radius  from the  location at
which Mr.  Montero had performed his duties  immediately  prior to the change of
control,  the Company must pay to Mr. Montero, 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 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.

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 Employee 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.  The Company has
renewed  its  engagement  with  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,  300,000 of which remain  outstanding  and exercisable as of
April 27, 1999.

Other

         No director,  executive  officer or record or beneficial  owner of more
than five  percent of the  Company's  Common  Stock 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.

                                      -7-

<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The voting  securities  of the  Company  outstanding  on April 27, 1999
consisted of 13,354,164 shares of Common Stock and 120,000 shares of Convertible
Preferred Stock. The following table sets forth information concerning ownership
of the Common Stock and the Convertible  Preferred  Stock, as at April 27, 1999,
by (i) each  director and nominee for  director,  (ii) each  executive  officer,
(iii) all directors,  director  nominees 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 or the Convertible Preferred Stock. Unless otherwise
indicated, the address of each person listed below is 450 Park Avenue, New York,
New York 10022.

<TABLE>
                                                                                  Convertible
                                             Common Stock           Percent of     Preferred Stock          Percent of
        Beneficial Owner(1)               Beneficially Owned         Class(2)      Beneficially Owned         Class
-------------------------------------     ------------------        ----------     ------------------       ----------
<S>                                              <C>                  <C>                <C>                     <C>    

Robert A. Berman.....................              767,598(3)           5.7%

Leonard F. Parker                                  271,435              2.0%
550 Biltmore Way
Coral Gables, Florida  33134

Douglas A. Parker                                  444,534(4)           3.3%
550 Biltmore Way
Coral Gables, Florida  33134

Howard G. Anders                                   197,600(5)           1.5%

Richard A. Bartlett...................             428,167(6)           3.1%
c/o Resource Holdings Associates, L.P.
520 Madison Avenue, 40th Floor
New York, New York  10022

Scott A. Kaniewski....................              98,757(7)             0

Louis K. Adler........................              95,001(8)             *
910 Travis Street, Suite 2030
Houston, Texas  77002-5810

George Asch...........................              95,001(9)             *
c/o Gray Seifert & Company, Inc.
380 Madison Avenue
New York, New York  10022

Mitchell Parker                                 1,039,532(10)           7.3%              40,000(12)             33.3%
550 Biltmore Way
Coral Gables, Florida  33134

Gregg Parker                                      991,198(11)           7.0%              40,000(13)             33.3%
550 Biltmore Way
Coral Gables, Florida  33134

Bradley Parker                                    829,300(12)           5.9%              40,000(14)             33.3%
550 Biltmore Way
Coral Gables, Florida  33134

All Executive Officers and Directors
as a group (8 persons).................         2,398,093(13)          17.1%

</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  (i) all  options  and  warrants  which  are
         presently   exercisable  or  exercisable   within  60  days  have  been
         exercised;  and (ii) all Convertible Preferred Stock which is presently
         convertible has been converted.

(3)      Consists of (i) 735,598 shares of Common Stock held individually by Mr.
         Berman;  and (ii) 32,000 shares of Common Stock  issuable upon exercise
         of presently exercisable options currently held by Mr. Berman.

(4)      Consists of (i) 401,200 shares of Common Stock held individually by Mr.
         D.  Parker;  and (ii)  43,334  shares of  Common  Stock  issuable  upon
         exercise of  presently  exercisable  options  currently  held by Mr. D.
         Parker.
                                      -8-
<PAGE>

(5)      Consists of (i) 4,600 shares of Common Stock held  individually  by Mr.
         Anders;  and (ii) 193,000 shares of Common Stock issuable upon exercise
         of presently exercisable options currently held by Mr. Anders.

(6)      Consists of (i) 108,166  shares of Common Stock owned  individually  by
         Mr. Bartlett:  (ii) 300,000 shares of Common Stock underlying an option
         granted to Resource Holdings Associates,  L.P. ("Resource Holdings") as
         to which Mr. Bartlett is attributed  beneficial  ownership  pursuant to
         Rule 13d-3;  and (iii)  20,001  shares of Common  Stock  issuable  upon
         exercise  of  presently  exercisable  options  currently  held  by  Mr.
         Bartlett.  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) 90,424 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) 20,001 shares of Common Stock issuable upon exercise of
         presently exercisable options currently held by Mr. Adler.

(9)      Consists of (i) 75,000 shares of Common Stock held  individually by Mr.
         Asch;  and (ii) 20,001 shares of Common Stock issuable upon exercise of
         presently exercisable options currently held by Mr. Asch.

(10)     Consists of (i) 196,198 shares of Common Stock held individually by Mr.
         M. Parker; (ii) 43,334 shares of Common Stock issuable upon exercise of
         presently  exercisable  options  currently  held by Mr. M. Parker;  and
         (iii) a  maximum  of  800,000  shares  of Common  Stock  issuable  upon
         conversion  of  the  40,000  shares  of  Convertible   Preferred  Stock
         currently  held by Mr. M. Parker which are presently  convertible.  The
         shares of  Convertible  Preferred  Stock convert into Common Stock on a
         formula  basis.  This number of shares of Common Stock  represents  the
         absolute  maximum  number of shares  issuable  upon  conversion  of the
         Convertible Preferred Stock. Should Mr. M. Parker convert any or all of
         his shares of Convertible  Preferred Stock,  his ownership  interest in
         the Convertible Preferred Stock will decrease or disappear accordingly.

(11)     Consists of (i) 191,198 shares of Common Stock held individually by Mr.
         G.  Parker;  and (ii) a maximum  of  800,000  shares  of  Common  Stock
         issuable upon conversion of the 40,000 shares of Convertible  Preferred
         Stock currently held by Mr. G. Parker which are presently  convertible.
         The shares of Convertible  Preferred Stock convert into Common Stock on
         a formula basis.  This number of shares of Common Stock  represents the
         absolute  maximum  number of shares  issuable  upon  conversion  of the
         Convertible Preferred Stock. Should Mr. G. Parker convert any or all of
         his shares of Convertible  Preferred Stock,  his ownership  interest in
         the Convertible Preferred Stock will decrease or disappear accordingly.

(12)     Consists of (i) 29,300 shares of Common Stock held  individually by Mr.
         B.  Parker;  and (ii) a maximum  of  800,000  shares  of  Common  Stock
         issuable upon conversion of the 40,000 shares of Convertible  Preferred
         Stock currently held by Mr. B. Parker which are presently  convertible.
         The shares of Convertible  Preferred Stock convert into Common Stock on
         a formula basis.  This number of shares of Common Stock  represents the
         absolute  maximum  number of shares  issuable  upon  conversion  of the
         Convertible Preferred Stock. Should Mr. B. Parker convert any or all of
         his shares of Convertible  Preferred Stock,  his ownership  interest in
         the Convertible Preferred Stock will decrease or disappear accordingly.

(13)     Includes  presently  exercisable  options to purchase 636,670 shares of
         Common  Stock at  exercise  prices  ranging  from  $1.275 to $12.00 per
         share.


                                      -9-

<PAGE>

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, 300,000 of which are still
outstanding and exercisable as of the date of this Proxy Statement.

         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  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.

         Watermark  LLC has  entered  into an  agreement  with  Leonard  Parker,
Douglas Parker, Philip Parker,  Mitchell Parker, Gregg Parker and Bradley Parker
to purchase 1,413,833 shares of Common Stock for $4.75 per share.  Additionally,
Watermark  LLC  has  agreed  to  purchase  all  of the  outstanding  Convertible
Preferred Stock at par value. The  consummation of the transaction  contemplated
under the  agreement is contingent  upon,  among other  things,  financing.  The
agreement  has recently been amended to provide for a closing to occur not later
than June 18, 1999.  Upon completion of the  transaction,  both Leonard and Doug
Parker  will  resign  from the  Board of  Directors,  but will  remain as senior
executives of the Company.


                                      -10-

<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
(a)(3)   Exhibits

Exhibit
Number                               Exhibits
-------                              --------
     3.1  Certificate of Incorporation, as amended, of the Company (Incorporated
          by reference to Exhibit 3.1 to the Company's Form 10-Q for the quarter
          ended June 30, 1998).

     3.2  Amended and Restated By-laws of the Company (Incorporated by reference
          to Exhibit 3.2 to the  Company's  Form 10-Q for the quarter ended June
          30, 1998).

     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  (Incorporated by
          reference to Exhibit 4.3 of the Company's Form 10-K for the year ended
          December 31, 1997).

    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  (Incorporated  by  reference  to Exhibit
          10.6 to the Amendment No. 1 to the Company's Form 10-K, filed on April
          29, 1998, for the year ended December 31, 1997).

    10.7  Employment Agreement,  dated as of January 1, 1998, by and between the
          Company and Howard G. Anders  (Incorporated  by  reference  to Exhibit
          10.7 to the Amendment No. 1 to the Company's Form 10-K, filed on April
          29, 1998, for the year ended December 31, 1997).

*** 10.8  Amended 1996 Stock Option Plan.

    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).

    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). 
                                      -11-
<PAGE>
    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 (Incorporated by reference to Exhibit 10.14
          to the Amendment No. 1 to the Company's Form 10-K,  filed on April 29,
          1998, for the year ended December 31, 1997).

    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  (Incorporated by
          reference to Exhibit 10.1 to the Company's  Amended  Current Report on
          Form 8-K, dated September 16, 1998).

    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).

    10.21 Master Development  Agreement,  dated June 5, 1998, by and between the
          Company and Prime  Hospitality  Corp.  (Incorporated  by  reference to
          Exhibit 10 to the  Company's  Form 10-Q for the quarter ended June 30,
          1998).

  * 10.22 Stock Purchase Agreement, dated as of March 30, 1999, by and among the
          Company,  Watermark  Investments Limited LLC, Leonard Parker,  Douglas
          Parker,  Philip  Parker,  Mitchell  Parker,  Gregg  Parker and Bradley
          Parker.

*** 10.23 Amendment to Stock Purchase Agreement,  dated as of April 27, 1999, by
          and among the Company,  Watermark  Investments  Limited  LLC,  Leonard
          Parker,  Douglas Parker, Philip Parker,  Mitchell Parker, Gregg Parker
          and Bradley Parker.

 ** 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 November 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.

---------------------------
 *    Previously  filed with the Company's Form 10-K for the year ended December
      31, 1998, filed on April 1, 1999.
**    Previously  filed with  Amendment No. 1 to the Company's Form 10-K for the
      year ended  December 31, 1998,  filed on April 16, 1999.  
***   Filed herewith.

      (c) Reports on Form 8-K

      Form 8-K, dated January 9, 1998,  filed with the Commission on January 23,
1998,  as amended on March 24,  1998,  April 16, 1998 and  September  16,  1998,
reporting Item 2, Acquisition on Distribution of Assets.
                                      -12-
<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 27th day of
April, 1999.

                                    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,              April 28, 1999
--------------------         Chief Executive Officer
Robert A. Berman            (principal executive officer)
                             and Director



/s/ Leonard F. Parker       Chairman Emeritus of the Board       April 28, 1999
---------------------       and Director
Leonard F. Parker



/s/ Douglas A. Parker       President, Chief Operating           April 28, 1999
---------------------       Officer and Director
Douglas A. Parker



/s/ Howard G. Anders        Executive Vice President, Chief      April 28, 1999
--------------------        Financial Officer and Secretary
Howard G. Anders



/s/ Scott A. Kaniewski      Director                             April 28, 1999
----------------------
Scott A. Kaniewski



                            Director                             
-------------------
Louis K. Adler



/s/ George Asch             Director                             April 28, 1999
---------------
George Asch



                            Director                             
-----------------------
Richard A. Bartlett



                                      -13-