content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                 Date of earliest event reported - January 20, 1999
  
  
  
  
  
  
  
  
  
                                  Market Guide Inc.
  --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
  
  New York                          291525-NY                          11-2646081
  --------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission                      (IRS Employer
  of incorporation)               File Number)                Identification No.)
  
  
  
  
  2001 Marcus Avenue, Suite S200
  Lake Success, New York                                               11042-1011
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  Registrants telephone number, including area code:              (516) 327-2400
  
  <PAGE>
  
  
  On December 29, 1998,  Market Guide Inc. ("MGI") and New Generation  Foods, Inc.
  ("NGF")  executed an Asset Purchase  Agreement (the  "Agreement") and on January
  15, 1999 the  Agreement  was amended and restated  and the closing  contemplated
  pursuant to the Agreement was consummated.  The Agreement  provided for the sale
  of the Credit Risk Monitor ("CRM")  product-line,  which  provides,  among other
  things,  on-line  information  and news of U.S.  publicly  held  companies  (the
  "Credit Monitoring Business"). This was achieved through the purchase by NGF and
  the sale by MGI of the "CRM Assets," as described as follows:
  
                    (a)  Office   equipment,   computers   and  computer   related
  peripherals,  machinery,  supplies, and other tangible personal property used in
  the operation of the Credit Monitoring Business (the "Equipment"), and as listed
  in Schedule 1.1(a) of the Agreement;
  
                    (b) Books, records and documents or true and correct copies of
  said books,  records and  documents,  currently in possession of Seller or under
  its  control,  or which Seller can obtain  without  undue  expense,  related to,
  derived from or used in the operation of the Credit Monitoring Business, such as
  subscriber lists,  supplier lists,  information  supplier web sites,  subscriber
  price lists, internet web addresses,  advertising materials and marketing plans,
  CRM internet web pages, business files, regulatory files and approvals, business
  plans,  financial data, operations manuals, and other data related to the Credit
  Monitoring Business, to the extent listed in Schedule 1.1(b);
  
                    (c) Permits,  licenses,  orders, consents and approvals of any
  governmental  or  regulatory  authority  related to the  operation of the Credit
  Monitoring  Business,  including  without  limitation  those  listed in Schedule
  1.1(c);
  
                    (d) All  rights  of  Seller  in and to the name  "Credit  Risk
  Monitor" and "on-line,  on-time,  on-target" and all variations thereof, and all
  intellectual  property  rights  related  to, or  derived  from  their use in the
  operation  of the Credit  Monitoring  Business  (the  "Intellectual  Property"),
  including trade names,  trademarks,  service names,  service marks,  copyrights,
  private labels, logos or designs, whether registered or not, including,  without
  limitation, the Registration No. 2,148,954:
  "On-line, on-time, on-target.";
  
                    (e)  All  Accounts  Receivable  (hereinafter  defined)  of the
  Credit Monitoring Business as of January 14, 1999;
  
                    (f) All  General  Intangibles  (as  defined  in the UCC) of or
  relating to the Credit Monitoring Business;
  
                    (g)  All  existing  and  prospective  business  relationships,
  reputation,  and other  intangibles  which may be characterized as "goodwill" or
  "going concern value" of the Credit Monitoring Business;
  
                    (h) The licenses, Contracts and subscriptions for software and
  information  sources  used  in  the  Credit  Monitoring  Business  (collectively
  referred to as "Licenses") and listed in Schedule 1.1 (h) of the Agreement;
  
                    (i) All rights under  Contracts and agreements to which Seller
  is a party  relating to the Credit  Monitoring  Business,  as listed in Schedule
  7.16 of the  Agreement,  excluding  the  Contract  and  agreements  described in
  Schedule 7.16(d) of the Agreement;
                    (j) All  programs  developed  by  Seller to  deliver  CRM to a
  Subscriber  (including  object and source code in machine  readable  and listing
  form),  the current  version of which is stored on a back-up tape dated  January
  11,  1999 which is being held in escrow by the firm of Ruskin,  Moscou,  Evans &
  Faltischek,  P.C.,  and any  existing  documentation  relating  to the  programs
  (including internal  documentation and training  materials),  source code notes,
  software tools, compilers, and all revisions, release levels and versions of the
  foregoing,   developed  by  Seller  (hereinafter  collectively  referred  to  as
  "Software"); and
  
                    (k) All  Equipment  and  Software  acquired  or  developed  by
  Seller,  all Contracts entered into by Seller,  and other CRM Assets acquired by
  Seller,  and used in or  applicable  to the  operation of the Credit  Monitoring
  Business  after the date of execution of the Option  Agreement  and prior to the
  Closing  Date,  as  provided  in the  Option  Agreement,  or which  the  Parties
  otherwise agree in writing to include as CRM Assets.
  
  The purchase price for the "CRM Assets" was Two Million Five Hundred  Thousand 
  Dollars  ($2,500,000),  subject to adjustments  and was
  paid as follows:
  
  One Million Two Hundred  Thirty-Three  Thousand One Hundred Eighty Seven Dollars
  ($1,233,187)  was wire  transferred  to an MGI  account,  which  represents  One
  Million Five Hundred Thousand Dollars  ($1,500,000) owed at closing by NGF minus
  adjustments  in the  amount of Two  Hundred  Sixty-Six  Thousand  Eight  Hundred
  Thirteen Dollars ($266,813). Adjustments to the purchase price included a credit
  to NGF of Sixty Thousand Dollars ($60,000) for the Option Price, and a credit to
  NGF of Five Hundred Fifty  Thousand Six Hundred  Eighty  Dollars  ($550,680) for
  Unfulfilled  Subscriptions  for the Credit Risk Monitor Service.  Adjustments in
  favor of MGI included an Accounts  Receivable  adjustment of Two Hundred  Thirty
  One Thousand Seven Hundred Five Dollars ($231,705), Negative Cash Flow of Ninety
  Four Thousand Six Hundred Sixty Dollars ($94,660) and miscellaneous  adjustments
  of Seventeen Thousand Five Hundred Two Dollars ($17,502).
  
  In addition to the money wire  transferred  on the closing date,  NGF executed a
  Secured  Promissory Note in the amount of One Million Dollars  ($1,000,000) with
  interest on the  outstanding  principal  amount from July 1, 2001 at the rate of
  six (6.0%)  percent per annum  calculated on the basis of a 360-day year for the
  actual number of days elapsed,  payable in  twenty-four  (24)  successive  equal
  monthly  installments of principal and interest in the amount of $44,320.61 each
  commencing  July  31,  2001,  and  continuing  on the  last  day of  each  month
  thereafter until June 30, 2003 when the entire balance of principal and interest
  is due and payable.
  
  Additionally,  a Secured Expense Note was executed in the amount of Ninety-Eight
  Thousand One Hundred Sixty-Two Dollars ($98,162),  together with interest on the
  principal  amount  accruing  from  January  15,  1999 at the rate of  eight  and
  one-half (8.5%) per cent per annum calculated on the basis of a 360 day year for
  the actual  number of days  elapsed.  All interest  will accrue from February 1,
  1999 through  January 31, 2001 and shall be added to the  outstanding  principal
  amount of this Note.  The  principal  and accrued  interest  shall be payable in
  twenty-four (24) monthly installments of principal and interest in the amount of
  Five Thousand Two Hundred Eighty-Five and 69/100 ($5,285.69) Dollars, commencing
  February 28, 2001 and shall continue until the last day of each month thereafter
  until January 31, 2003 when all principal and interest shall be due and payable.
  
  As part of the  transactions  contemplated  by the  Agreement,  NGF employed the
  following  former MGI employees to continue the work they performed on behalf of
  MGI in connection with the "CRM Assets:"
  
  
   
   NAME                                      POSITION
  
  
    Burrows, John D.                         Financial Analyst
   
    Fensterstock, Albert                     Managing Director
   
    Fensterstock, David                      Salesman
    
    Fensterstock, Lawrence                   Senior V.P. - Financial Analysis
    
    Fensterstock, Samuel                     V.P. - Sales and Marketing
    
    Gordon, Hedy E.                          Saleswoman
    
    Menos, Farrah M.                         Assistant
    
    Sheppard, Robert                         Salesman
    
    Spiegel, Joel                            Network Support
    
    Talmor, Shlomo                           Programmer/Analyst
    
    Teisch, Wendy                            Sales Assistant
   
  Additionally, the Chairman and President of NGF, Jerome S. Flum, was retained as
  a consultant to MGI pursuant to the terms and conditions set forth in the Option
  and Consulting  Agreement dated August 27, 1998 by and among MGI, NGF and Jerome
  S.  Flum.  The term of Jerome S.  Flum's  consulting  agreement  expired  on the
  closing  of the  transactions  contemplated  by the  Agreement.  Jerome  S. Flum
  currently maintains his positions as Chairman and President of NGF.
  
  There remains a continuing relationship between MGI and NGF whereby MGI licenses
  a  portion  of the MGI W290  suite in the  premises  2001  Marcus  Avenue,  Lake
  Success,  New York to NGF  (the  "Real  Property  License").  The Real  Property
  License terminates on October 31, 1999,  subject to sooner termination  pursuant
  to said agreement. NGF shall pay MGI monthly for the Real Property License fifty
  percent (50%) of the occupancy costs,  which MGI pays for Suite W290,  including
  but not limited to rent, utilities, maintenance, and tax escalation.
  
  Furthermore, NGF continues to license data from MGI pursuant to the Market Guide
  Database License  Agreement  executed on January 15, 1999 by and between MGI and
  NGF.
  
  See attached press release:
  
  <PAGE>
  
                                [COMPANY LETTERHEAD]
  
                                                                NEWS RELEASE
  
  AT MARKET GUIDE INC.
  Jeffrey S. Geisenheimer
  Vice President
  Chief Financial Officer
  (516) 327-2400 ext. 105
  
  FOR IMMEDIATE RELEASE
  
             MARKET GUIDE COMPLETES SALE OF CREDITRISK MONITOR DIVISION
  
                    Restated Earnings from Continuing Operations Rise 107%
  
  Lake Success,  New York,  January 20, 1999 --- Market Guide Inc.  (Nasdaq: 
  MARG),  today  announced the  completion of the sale of its CreditRisk  Monitor 
  division to New Generation Foods,  Inc. (OTCBB:  NGNF).  After customary  
  adjustments to the contract price of $2.5 million,  Market Guide  received cash 
  proceeds of  approximately  $1.23 million at the closing and $1.1 million in 
  secured  promissory notes, payable in installments ending in June 2003.
  
  Management expects the sale of the CreditRisk Monitor division to eliminate more
  than $800,000 in annualized  operating losses. Cash proceeds of the sale will be
  used to  accelerate  new product  development  and to expand sales and marketing
  efforts.
  
  Commenting  on the sale,  Homi M.  Byramji,  President  and CEO of Market Guide,
  said,  "Investors  can now  appreciate  just how  profitable  the Company's core
  operations  are.  These profits can now be reinvested  into the future growth of
  our business.  We wish CreditRisk Monitor and New Generation Foods every success
  and look  forward  to a long  relationship  with  them as a  distributor  of our
  information."
  
  In its 10Q  filing  dated  January  14,  1999,  Market  Guide  reclassified  the
  CreditRisk Monitor division as a discontinued  operation.  Restated revenues for
  the nine months ended November 30, 1998 increased 35% to $6,357,262, compared to
  $4,713,500 in the same period ended November 30, 1997.
  
  Market Guide's restated income from continuing  operations,  reflecting the just
  concluded sale of CreditRisk Monitor,  increased 107% to $1,344,877 for the nine
  months  ended  November  30, 1998  compared to $650,346 in the nine months ended
  November 30, 1997.  The Company's  reported  earnings per share from  continuing
  operations  of $0.28 per share  for the nine  months  ended  November  30,  1998
  compares to $0.14 per share in the comparable period ended November 30, 1997.
  
  
  <PAGE>
  
  
  
  Restated income  statements for the third quarter and nine months periods ending
  November 30, 1998 and November 30, 1997 are as follows:
  
  
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
                                                  Statement of Operations
                                                        (Unaudited)
  
                                               For the 3 Months Ended                    For the 9 Months Ended
                                        -------------------------------------- -------------------------------------------
                                                Nov. 30,             Nov. 30,             Nov. 30,               Nov. 30,
                                                    1998                 1997                 1998                   1997
                                                                   (Restated)                                  (Restated)
                                           --------------      ---------------        -------------         --------------
  <S>                                            <C>                  <C>                <C>                     <C>  
  Revenues:
    Database vendors                    $      1,473,390    $       1,229,699    $       4,322,432    $        3,682,997
    Market Guide products                        733,296              405,414            2,000,639               990,319
    Print product                                 11,929               11,014               34,191                40,184
                                           --------------      ---------------        -------------         -------------
  
      Total revenues                           2,218,615            1,646,127            6,357,262             4,713,500
  
  Expenses:
   Salaries & employee benefits                  981,554              788,318            2,850,218             2,451,368
   Database and product costs                    230,360               91,772              520,723               279,069
   General and administrative                    285,393              218,925              839,698               661,985
   Depreciation                                  117,916               86,994              327,637               244,014
   Amortization                                   98,084               92,971              287,539               263,784
   Advertising and promotion                      41,113               34,882              115,991               116,644
                                           --------------      ---------------        -------------         -------------
  
      Total expenses                           1,754,420            1,313,862            4,941,806             4,016,864
                                           --------------      ---------------        -------------         -------------
  
  Income  from continuing operations             464,195              332,265            1,415,456               696,636
  Interest income                                  7,331                4,373               19,716                16,937
  Interest expense                                21,465               21,975               71,175                61,227
                                           --------------      ---------------        -------------         -------------
  
  Income before income taxes                     450,061              314,663            1,363,997               652,346
  Provision for income taxes                       7,201                  -0-               19,120                 2,000
                                           --------------      ---------------        -------------         -------------
  
  Income from continuing  operations             442,860              314,663            1,344,877               650,346
  Income from discontinued operations           (233,810)            (297,170)            (757,447)             (756,571)
      Net income                         $      209,050      $         17,493      $        587,430     $        (106,225)
                                                                
  
  Earnings per share - Basic:
    Continuing operations                                                                                    
                                               0.09                 0.07                  0.28                  0.14
    Discontinued operations                   (0.05)               (0.07)               (0.16)                 (0.16)
    Total                               $      0.04            $    0.00               $ 0.12             $    (0.02)
                                             
  Earnings per share - Diluted:
    Continuing operations                     0.09                 0.07                  0.27                  0.14
    Discontinued operations                  (0.05)               (0.07)                (0.15)                (0.16)
    Total                                     0.04                 0.00                  0.12                 (0.02)
                                               
  
  Weighted average number of shares outstanding:
    Basic                                      4,769,487            4,713,709            4,754,247             4,710,560
    Diluted                                    4,969,587            4,753,709            4,965,964             4,741,287
  
  
  </TABLE>
  
  <PAGE>
  
  
  In an unrelated occurrence,  Newsday, the Times-Mirror newspaper serving the New
  York Metropolitan  area, in an article published on January 18, 1999 on the "Top
  100 Long Island  Public  Companies",  cited Market  Guide's 1998 total  investor
  return of 352.4% as number one of all companies on Long Island for the year.
  
  Market Guide Inc.,  the  benchmark  for quality  financial  information,  is the
  leader in providing the broadest  coverage of professional  grade financial data
  over the  Internet.  Market  Guide  supplies  more  professional  Web sites with
  quality  investment  data than any other database and software  company.  Market
  Guide  specializes in the  compilation,  integration,  display and delivery of a
  superior quality database of descriptive and analytic information on over 11,000
  publicly  traded domestic and foreign  corporations.  Well known to professional
  investors for 15 years,  the company  distributes its services through more than
  90 on-line vendors and independent  finance oriented  websites  including,  ADP,
  AltaVista, America Online (NYSE: AOL), Bridge Information Systems, Briefing.com,
  CNNfn, DBC (Nasdaq:  DBCC), FactSet Research Systems,  Individual Investor Group
  (Nasdaq: INDI), One Source, PC Quote (Amex: PQT), Pointcast,  Quote.com, Reuters
  (Nasdaq: RTRSY), The Motley Fool, Track Data (Nasdaq: TRAC), Wall Street Source,
  Waterhouse Securities and Yahoo! (Nasdaq:  YHOO), as well as through its own web
  site - The Market Guide Investment Center (http://www.marketguide.com).
  
  Safe Harbor  Statement:  Certain  statements  in this press  release,  including
  statements  prefaced  by  the  words  "anticipates",   "estimates",  "believes",
  "expects" or words of similar meaning, constitute  "forward-looking  statements"
  within the meaning of the Private Securities Litigation Reform Act of 1995. Such
  forward-looking  statements  involve known and unknown risks,  uncertainties and
  other factors which may cause the actual results, performance or achievements of
  the Company to be materially  different from any future results,  performance or
  achievements expressed or implied by such forward-looking statements.
  
  
                                        # # #
  
  
  
  <PAGE>
  
  
  Safe Harbor Statement:  Certain statements in this report and the attached press
  release, including statements prefaced by the words "anticipates,"  "estimates,"
  "believes," "expects," or words of similar meaning,  constitute "forward-looking
  statements" within the meaning of the Private  Securities  Litigation Reform Act
  of 1995.  Such  forward-looking  statements  involve  known  and  unknown  risk,
  uncertainties and other factors which may cause the actual results,  performance
  or achievements  of the MGI to be materially  different from any future results,
  performance  or  achievements  expressed  or  implied  by  such  forward-looking
  statements.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "MARKET GUIDE'S FORM 8-K", "secsgml_size_bytes": 21191}]
metadata_filer: {"company-data": {"conformed-name": "MARKET GUIDE INC", "cik": "0000720462", "assigned-sic": "6200", "irs-number": "112646081", "state-of-incorporation": "NY", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29116", "film-number": "99522986"}, "business-address": {"street1": "2001 MARCUS AVE", "street2": "STE S200", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042-1011", "phone": "5167591253"}, "mail-address": {"street1": "2001 MARCUS AVENUE SUITE SOUTH 200", "street2": "2001 MARCUS AVENUE SUITE SOUTH 200", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042-1011"}, "former-company": {"former-conformed-name": "UNLISTED MARKET SERVICE CORP", "date-changed": "19861014"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                 Date of earliest event reported - January 20, 1999
  
                                  Market Guide Inc.
  --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
  New York                          291525-NY                          11-2646081
  --------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission                      (IRS Employer
  of incorporation)               File Number)                Identification No.)
  
  2001 Marcus Avenue, Suite S200
  Lake Success, New York                                               11042-1011
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  Registrants telephone number, including area code:              (516) 327-2400
  On December 29, 1998,  Market Guide Inc. ("MGI") and New Generation  Foods, Inc.
  ("NGF")  executed an Asset Purchase  Agreement (the  "Agreement") and on January
  15, 1999 the  Agreement  was amended and restated  and the closing  contemplated
  pursuant to the Agreement was consummated.  The Agreement  provided for the sale
  of the Credit Risk Monitor ("CRM")  product-line,  which  provides,  among other
  things,  on-line  information  and news of U.S.  publicly  held  companies  (the
  "Credit Monitoring Business"). This was achieved through the purchase by NGF and
  the sale by MGI of the "CRM Assets," as described as follows:
  
                    (a)  Office   equipment,   computers   and  computer   related
  peripherals,  machinery,  supplies, and other tangible personal property used in
  the operation of the Credit Monitoring Business (the "Equipment"), and as listed
  in Schedule 1.1(a) of the Agreement;
  
                    (b) Books, records and documents or true and correct copies of
  said books,  records and  documents,  currently in possession of Seller or under
  its  control,  or which Seller can obtain  without  undue  expense,  related to,
  derived from or used in the operation of the Credit Monitoring Business, such as
  subscriber lists,  supplier lists,  information  supplier web sites,  subscriber
  price lists, internet web addresses,  advertising materials and marketing plans,
  CRM internet web pages, business files, regulatory files and approvals, business
  plans,  financial data, operations manuals, and other data related to the Credit
  Monitoring Business, to the extent listed in Schedule 1.1(b);
  
                    (c) Permits,  licenses,  orders, consents and approvals of any
  governmental  or  regulatory  authority  related to the  operation of the Credit
  Monitoring  Business,  including  without  limitation  those  listed in Schedule
  1.1(c);
  
                    (d) All  rights  of  Seller  in and to the name  "Credit  Risk
  Monitor" and "on-line,  on-time,  on-target" and all variations thereof, and all
  intellectual  property  rights  related  to, or  derived  from  their use in the
  operation  of the Credit  Monitoring  Business  (the  "Intellectual  Property"),
  including trade names,  trademarks,  service names,  service marks,  copyrights,
  private labels, logos or designs, whether registered or not, including,  without
  limitation, the Registration No. 2,148,954:
  "On-line, on-time, on-target.";
  
                    (e)  All  Accounts  Receivable  (hereinafter  defined)  of the
  Credit Monitoring Business as of January 14, 1999;
  
                    (f) All  General  Intangibles  (as  defined  in the UCC) of or
  relating to the Credit Monitoring Business;
  
                    (g)  All  existing  and  prospective  business  relationships,
  reputation,  and other  intangibles  which may be characterized as "goodwill" or
  "going concern value" of the Credit Monitoring Business;
  
                    (h) The licenses, Contracts and subscriptions for software and
  information  sources  used  in  the  Credit  Monitoring  Business  (collectively
  referred to as "Licenses") and listed in Schedule 1.1 (h) of the Agreement;
  
                    (i) All rights under  Contracts and agreements to which Seller
  is a party  relating to the Credit  Monitoring  Business,  as listed in Schedule
  7.16 of the  Agreement,  excluding  the  Contract  and  agreements  described in
  Schedule 7.16(d) of the Agreement;
                    (j) All  programs  developed  by  Seller to  deliver  CRM to a
  Subscriber  (including  object and source code in machine  readable  and listing
  form),  the current  version of which is stored on a back-up tape dated  January
  11,  1999 which is being held in escrow by the firm of Ruskin,  Moscou,  Evans &
  Faltischek,  P.C.,  and any  existing  documentation  relating  to the  programs
  (including internal  documentation and training  materials),  source code notes,
  software tools, compilers, and all revisions, release levels and versions of the
  foregoing,   developed  by  Seller  (hereinafter  collectively  referred  to  as
  "Software"); and
  
                    (k) All  Equipment  and  Software  acquired  or  developed  by
  Seller,  all Contracts entered into by Seller,  and other CRM Assets acquired by
  Seller,  and used in or  applicable  to the  operation of the Credit  Monitoring
  Business  after the date of execution of the Option  Agreement  and prior to the
  Closing  Date,  as  provided  in the  Option  Agreement,  or which  the  Parties
  otherwise agree in writing to include as CRM Assets.
  
  The purchase price for the "CRM Assets" was Two Million Five Hundred  Thousand 
  Dollars  ($2,500,000),  subject to adjustments  and was
  paid as follows:
  
  One Million Two Hundred  Thirty-Three  Thousand One Hundred Eighty Seven Dollars
  ($1,233,187)  was wire  transferred  to an MGI  account,  which  represents  One
  Million Five Hundred Thousand Dollars  ($1,500,000) owed at closing by NGF minus
  adjustments  in the  amount of Two  Hundred  Sixty-Six  Thousand  Eight  Hundred
  Thirteen Dollars ($266,813). Adjustments to the purchase price included a credit
  to NGF of Sixty Thousand Dollars ($60,000) for the Option Price, and a credit to
  NGF of Five Hundred Fifty  Thousand Six Hundred  Eighty  Dollars  ($550,680) for
  Unfulfilled  Subscriptions  for the Credit Risk Monitor Service.  Adjustments in
  favor of MGI included an Accounts  Receivable  adjustment of Two Hundred  Thirty
  One Thousand Seven Hundred Five Dollars ($231,705), Negative Cash Flow of Ninety
  Four Thousand Six Hundred Sixty Dollars ($94,660) and miscellaneous  adjustments
  of Seventeen Thousand Five Hundred Two Dollars ($17,502).
  
  In addition to the money wire  transferred  on the closing date,  NGF executed a
  Secured  Promissory Note in the amount of One Million Dollars  ($1,000,000) with
  interest on the  outstanding  principal  amount from July 1, 2001 at the rate of
  six (6.0%)  percent per annum  calculated on the basis of a 360-day year for the
  actual number of days elapsed,  payable in  twenty-four  (24)  successive  equal
  monthly  installments of principal and interest in the amount of $44,320.61 each
  commencing  July  31,  2001,  and  continuing  on the  last  day of  each  month
  thereafter until June 30, 2003 when the entire balance of principal and interest
  is due and payable.
  
  Additionally,  a Secured Expense Note was executed in the amount of Ninety-Eight
  Thousand One Hundred Sixty-Two Dollars ($98,162),  together with interest on the
  principal  amount  accruing  from  January  15,  1999 at the rate of  eight  and
  one-half (8.5%) per cent per annum calculated on the basis of a 360 day year for
  the actual  number of days  elapsed.  All interest  will accrue from February 1,
  1999 through  January 31, 2001 and shall be added to the  outstanding  principal
  amount of this Note.  The  principal  and accrued  interest  shall be payable in
  twenty-four (24) monthly installments of principal and interest in the amount of
  Five Thousand Two Hundred Eighty-Five and 69/100 ($5,285.69) Dollars, commencing
  February 28, 2001 and shall continue until the last day of each month thereafter
  until January 31, 2003 when all principal and interest shall be due and payable.
  
  As part of the  transactions  contemplated  by the  Agreement,  NGF employed the
  following  former MGI employees to continue the work they performed on behalf of
  MGI in connection with the "CRM Assets:"
  
   
   NAME                                      POSITION
  
    Burrows, John D.                         Financial Analyst
   
    Fensterstock, Albert                     Managing Director
   
    Fensterstock, David                      Salesman
    
    Fensterstock, Lawrence                   Senior V.P. - Financial Analysis
    
    Fensterstock, Samuel                     V.P. - Sales and Marketing
    
    Gordon, Hedy E.                          Saleswoman
    
    Menos, Farrah M.                         Assistant
    
    Sheppard, Robert                         Salesman
    
    Spiegel, Joel                            Network Support
    
    Talmor, Shlomo                           Programmer/Analyst
    
    Teisch, Wendy                            Sales Assistant
   
  Additionally, the Chairman and President of NGF, Jerome S. Flum, was retained as
  a consultant to MGI pursuant to the terms and conditions set forth in the Option
  and Consulting  Agreement dated August 27, 1998 by and among MGI, NGF and Jerome
  S.  Flum.  The term of Jerome S.  Flum's  consulting  agreement  expired  on the
  closing  of the  transactions  contemplated  by the  Agreement.  Jerome  S. Flum
  currently maintains his positions as Chairman and President of NGF.
  
  There remains a continuing relationship between MGI and NGF whereby MGI licenses
  a  portion  of the MGI W290  suite in the  premises  2001  Marcus  Avenue,  Lake
  Success,  New York to NGF  (the  "Real  Property  License").  The Real  Property
  License terminates on October 31, 1999,  subject to sooner termination  pursuant
  to said agreement. NGF shall pay MGI monthly for the Real Property License fifty
  percent (50%) of the occupancy costs,  which MGI pays for Suite W290,  including
  but not limited to rent, utilities, maintenance, and tax escalation.
  
  Furthermore, NGF continues to license data from MGI pursuant to the Market Guide
  Database License  Agreement  executed on January 15, 1999 by and between MGI and
  NGF.
  
  See attached press release:
  [COMPANY LETTERHEAD]
  
                                                                NEWS RELEASE
  
  AT MARKET GUIDE INC.
  Jeffrey S. Geisenheimer
  Vice President
  Chief Financial Officer
  (516) 327-2400 ext. 105
  
  FOR IMMEDIATE RELEASE
  
             MARKET GUIDE COMPLETES SALE OF CREDITRISK MONITOR DIVISION
  
                    Restated Earnings from Continuing Operations Rise 107%
  
  Lake Success,  New York,  January 20, 1999 --- Market Guide Inc.  (Nasdaq: 
  MARG),  today  announced the  completion of the sale of its CreditRisk  Monitor 
  division to New Generation Foods,  Inc. (OTCBB:  NGNF).  After customary  
  adjustments to the contract price of $2.5 million,  Market Guide  received cash 
  proceeds of  approximately  $1.23 million at the closing and $1.1 million in 
  secured  promissory notes, payable in installments ending in June 2003.
  
  Management expects the sale of the CreditRisk Monitor division to eliminate more
  than $800,000 in annualized  operating losses. Cash proceeds of the sale will be
  used to  accelerate  new product  development  and to expand sales and marketing
  efforts.
  
  Commenting  on the sale,  Homi M.  Byramji,  President  and CEO of Market Guide,
  said,  "Investors  can now  appreciate  just how  profitable  the Company's core
  operations  are.  These profits can now be reinvested  into the future growth of
  our business.  We wish CreditRisk Monitor and New Generation Foods every success
  and look  forward  to a long  relationship  with  them as a  distributor  of our
  information."
  
  In its 10Q  filing  dated  January  14,  1999,  Market  Guide  reclassified  the
  CreditRisk Monitor division as a discontinued  operation.  Restated revenues for
  the nine months ended November 30, 1998 increased 35% to $6,357,262, compared to
  $4,713,500 in the same period ended November 30, 1997.
  
  Market Guide's restated income from continuing  operations,  reflecting the just
  concluded sale of CreditRisk Monitor,  increased 107% to $1,344,877 for the nine
  months  ended  November  30, 1998  compared to $650,346 in the nine months ended
  November 30, 1997.  The Company's  reported  earnings per share from  continuing
  operations  of $0.28 per share  for the nine  months  ended  November  30,  1998
  compares to $0.14 per share in the comparable period ended November 30, 1997.
  Restated income  statements for the third quarter and nine months periods ending
  November 30, 1998 and November 30, 1997 are as follows:
  Statement of Operations
                                                        (Unaudited)
  
                                               For the 3 Months Ended                    For the 9 Months Ended
                                        -------------------------------------- -------------------------------------------
                                                Nov. 30,             Nov. 30,             Nov. 30,               Nov. 30,
                                                    1998                 1997                 1998                   1997
                                                                   (Restated)                                  (Restated)
                                           --------------      ---------------        -------------         --------------
  Revenues:
    Database vendors                    $      1,473,390    $       1,229,699    $       4,322,432    $        3,682,997
    Market Guide products                        733,296              405,414            2,000,639               990,319
    Print product                                 11,929               11,014               34,191                40,184
                                           --------------      ---------------        -------------         -------------
  
      Total revenues                           2,218,615            1,646,127            6,357,262             4,713,500
  
  Expenses:
   Salaries & employee benefits                  981,554              788,318            2,850,218             2,451,368
   Database and product costs                    230,360               91,772              520,723               279,069
   General and administrative                    285,393              218,925              839,698               661,985
   Depreciation                                  117,916               86,994              327,637               244,014
   Amortization                                   98,084               92,971              287,539               263,784
   Advertising and promotion                      41,113               34,882              115,991               116,644
                                           --------------      ---------------        -------------         -------------
  
      Total expenses                           1,754,420            1,313,862            4,941,806             4,016,864
                                           --------------      ---------------        -------------         -------------
  
  Income  from continuing operations             464,195              332,265            1,415,456               696,636
  Interest income                                  7,331                4,373               19,716                16,937
  Interest expense                                21,465               21,975               71,175                61,227
                                           --------------      ---------------        -------------         -------------
  
  Income before income taxes                     450,061              314,663            1,363,997               652,346
  Provision for income taxes                       7,201                  -0-               19,120                 2,000
                                           --------------      ---------------        -------------         -------------
  
  Income from continuing  operations             442,860              314,663            1,344,877               650,346
  Income from discontinued operations           (233,810)            (297,170)            (757,447)             (756,571)
      Net income                         $      209,050      $         17,493      $        587,430     $        (106,225)
                                                                
  
  Earnings per share - Basic:
    Continuing operations                                                                                    
                                               0.09                 0.07                  0.28                  0.14
    Discontinued operations                   (0.05)               (0.07)               (0.16)                 (0.16)
    Total                               $      0.04            $    0.00               $ 0.12             $    (0.02)
                                             
  Earnings per share - Diluted:
    Continuing operations                     0.09                 0.07                  0.27                  0.14
    Discontinued operations                  (0.05)               (0.07)                (0.15)                (0.16)
    Total                                     0.04                 0.00                  0.12                 (0.02)
                                               
  
  Weighted average number of shares outstanding:
    Basic                                      4,769,487            4,713,709            4,754,247             4,710,560
    Diluted                                    4,969,587            4,753,709            4,965,964             4,741,287
  In an unrelated occurrence,  Newsday, the Times-Mirror newspaper serving the New
  York Metropolitan  area, in an article published on January 18, 1999 on the "Top
  100 Long Island  Public  Companies",  cited Market  Guide's 1998 total  investor
  return of 352.4% as number one of all companies on Long Island for the year.
  
  Market Guide Inc.,  the  benchmark  for quality  financial  information,  is the
  leader in providing the broadest  coverage of professional  grade financial data
  over the  Internet.  Market  Guide  supplies  more  professional  Web sites with
  quality  investment  data than any other database and software  company.  Market
  Guide  specializes in the  compilation,  integration,  display and delivery of a
  superior quality database of descriptive and analytic information on over 11,000
  publicly  traded domestic and foreign  corporations.  Well known to professional
  investors for 15 years,  the company  distributes its services through more than
  90 on-line vendors and independent  finance oriented  websites  including,  ADP,
  AltaVista, America Online (NYSE: AOL), Bridge Information Systems, Briefing.com,
  CNNfn, DBC (Nasdaq:  DBCC), FactSet Research Systems,  Individual Investor Group
  (Nasdaq: INDI), One Source, PC Quote (Amex: PQT), Pointcast,  Quote.com, Reuters
  (Nasdaq: RTRSY), The Motley Fool, Track Data (Nasdaq: TRAC), Wall Street Source,
  Waterhouse Securities and Yahoo! (Nasdaq:  YHOO), as well as through its own web
  site - The Market Guide Investment Center (http://www.marketguide.com).
  
  Safe Harbor  Statement:  Certain  statements  in this press  release,  including
  statements  prefaced  by  the  words  "anticipates",   "estimates",  "believes",
  "expects" or words of similar meaning, constitute  "forward-looking  statements"
  within the meaning of the Private Securities Litigation Reform Act of 1995. Such
  forward-looking  statements  involve known and unknown risks,  uncertainties and
  other factors which may cause the actual results, performance or achievements of
  the Company to be materially  different from any future results,  performance or
  achievements expressed or implied by such forward-looking statements.
  
                                        # # #
  Safe Harbor Statement:  Certain statements in this report and the attached press
  release, including statements prefaced by the words "anticipates,"  "estimates,"
  "believes," "expects," or words of similar meaning,  constitute "forward-looking
  statements" within the meaning of the Private  Securities  Litigation Reform Act
  of 1995.  Such  forward-looking  statements  involve  known  and  unknown  risk,
  uncertainties and other factors which may cause the actual results,  performance
  or achievements  of the MGI to be materially  different from any future results,
  performance  or  achievements  expressed  or  implied  by  such  forward-looking
  statements.