As filed with the Securities and Exchange Commission on July 28, 1997
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          THE SOLOMON-PAGE GROUP, LTD.
             (Exact name of Registrant as specified in its charter)


            DELAWARE                                       51-0353012
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or Organization)                        Identification No.)


                           1140 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
   (Address, including zip code, of Registrant's principal executive offices)

                          THE SOLOMON-PAGE GROUP, LTD.
                          1993 LONG TERM INCENTIVE PLAN
                        1995 DIRECTORS' STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the Plans)

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

      LLOYD SOLOMON, VICE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                          THE SOLOMON-PAGE GROUP, LTD.
                           1140 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 764-9200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    COPY TO:
                              DAVID J. ADLER, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================

                                                            Proposed                   Proposed
   Title of each                                             maximum                    maximum
      class of                   Amount                      offering                  aggregate                 Amount of
  Securities to be               to be                        price                     offering                registration
     registered                registered                   per share                     price                     fee
-------------------      --------------------          ---------------------     ----------------------      -------------------
-----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                            <C>                       <C>                      <C>    
Common Stock, par
value $.001 per
share                        1,500,000(1)                   $2.9375(2)                $4,406,250               $1,335.23
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per
share                          100,000(1)                   $2.9375(2)                  $293,750                  $89.02
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per
share                        1,000,000(1)                   $2.9375(2)                $2,937,500                 $890.15
-----------------------------------------------------------------------------------------------------------------------------------
Total                                                                                                          $2,314.40
===================================================================================================================================
</TABLE>

(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the 1993 Long Term  Incentive  Plan,  the 1995  Directors'
         Stock Option Plan and the 1996 Stock Option Plan.
(2)      Calculated in accordance with Rule 457(h) on the basis of the per share
         average of high and low sales  prices of the Common Stock on the Nasdaq
         SmallCap Market on July 24, 1997 ($2.9375).
<PAGE>
                   SUBJECT TO COMPLETION, DATED JULY 28, 1997


PROSPECTUS

                                1,162,000 SHARES

                          THE SOLOMON-PAGE GROUP, LTD.
                           Common Stock ($.001 value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
stockholders (the "Selling  Stockholders")  who may be deemed to be "affiliates"
of the Company,  as defined in Rule 405 promulgated  under the Securities Act of
1933,  as amended (the  "Securities  Act"),  of shares (the  "Shares") of Common
Stock,  $.001 par value per share  (the  "Common  Stock"),  of The  Solomon-Page
Group,  Ltd.  (the  "Company")  that may be issued by the Company to the Selling
Stockholders  upon the exercise of outstanding  stock options  granted under (i)
the Company's 1993 Long Term  Incentive  Plan (the "Long Term Incentive  Plan"),
(ii) the Company's 1995 Directors' Stock Option Plan (the "Directors' Plan") and
(iii) the 1996 Stock  Option  Plan (the "1996 Plan" and  together  with the Long
Term Incentive Plan and the Directors' Plan, the "Plans").  This Prospectus also
relates to the  reoffer  and resale of Shares to be  acquired  upon  exercise of
stock  options  that may be  granted  to  individuals  who may be  deemed  to be
"affiliates" of the Company  (collectively,  the "Future Selling  Stockholders")
upon the exercise of outstanding stock options to be granted under the Long Term
Incentive  Plan, the Directors' Plan and the 1996 Plan. If and when such options
are  granted  to  the  Future  Selling  Stockholders,  the  Company  intends  to
distribute a Prospectus  Supplement as required by Rule 424(b) of the Securities
Act. Such  Prospectus  Supplement  will specify the names of the Future  Selling
Stockholders and the amount of Shares to be reoffered and sold by them.

         The offer and sale of the Shares to the  Selling  Stockholders  and the
Future Selling Stockholders were previously registered under the Securities Act.
The  Shares are being  reoffered  and resold  for the  accounts  of the  Selling
Stockholders  and the  Future  Selling  Stockholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Stockholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the Nasdaq SmallCap  Market,  in negotiated  transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" AT PAGE 6 HEREOF.

         The  Company's  Common  Stock is traded on the Nasdaq  SmallCap  Market
under the symbol  "SOLP." On July 24,  1997,  the last sale price for the Common
Stock, as reported on Nasdaq SmallCap Market, was $2.9375.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.



                  The date of this Prospectus is July 28, 1997.
<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS




AVAILABLE INFORMATION.................................................2

GENERAL INFORMATION...................................................4

RISK FACTORS..........................................................4

USE OF PROCEEDS.......................................................8

SELLING STOCKHOLDERS..................................................8

PLAN OF DISTRIBUTION..................................................8

LEGAL MATTERS.........................................................9

EXPERTS  .............................................................9

ADDITIONAL INFORMATION................................................9



                                       -2-
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's Annual Report on Form 10-KSB for the year ended September
30, 1996 and the  Company's  Quarterly  Reports on Form 10-QSB for the  quarters
ended December 31, 1996 and March 31, 1997 are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof.  All documents  subsequently
filed by the  Company  pursuant  to Sections  13(a),  13(c),  14 or 15(d) of the
Exchange  Act,  prior to the  termination  of this  offering,  are  deemed to be
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on October 21, 1994, is  incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above that have been or may be  incorporated  in this  Prospectus  by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to The Solomon-Page  Group,  Ltd., 1140 Avenue of the Americas,  New
York, New York 10036, Attention:  Eric M. Davis, Secretary. Oral requests should
be directed to such officer (telephone number (212) 764-9200).


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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Stockholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                       -3-
<PAGE>
                               GENERAL INFORMATION

         The  Company's   business  is  organized  into  two  primary  operating
divisions:  executive  search  and  contingency  recruitment  as well as interim
staffing  and  consulting.  The  executive  search and  contingency  recruitment
division provides full time placement services in the fields of capital markets,
accounting  and  finance,  fashion  services,   information  technology,   human
resources,  publishing  and new media and legal and  managed  health  care.  The
interim  staffing and  consulting  division  provides  services to all companies
seeking personnel in the information technology and accounting areas.

         The Company's principal executive offices are located at 1140 Avenue of
the Americas,  New York, New York 10036. The Company's  telephone number at such
location is (212) 764-9200.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Stockholders or the Future Selling Stockholders upon exercise of options granted
to them  under  the  Plans  and will be sold  for the  accounts  of the  Selling
Stockholders and the Future Selling Stockholders.

                                  RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER THE  FOLLOWING  RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.

INTENSE  COMPETITION.  Competition in the recruitment  and placement,  personnel
consulting  and temporary  personnel  industries  is intense.  The Company is in
competition  with  numerous  firms,  many of which  have far  greater  financial
resources  and  more  extensive  industry  relationships  than the  Company.  In
addition, many of such organizations have longer operating histories,  which may
afford these firms significant advantages in obtaining future clients, arranging
financing and attracting skilled personnel. The Company competes on the basis of
client service and responsiveness.  There can be no assurance that this strategy
can continue to be successfully implemented.

SIGNIFICANT  DEPENDENCE ON MAJOR CUSTOMER;  POTENTIAL  ADVERSE EFFECT OF LOSS OF
MAJOR  CUSTOMER OR  CUSTOMERS.  Fifteen  percent of the  Company's  revenues for
Fiscal 1996 came from, and a significant portion of the Company's resources have
been devoted to, its largest customer, AT&T Corp. The loss of this customer or a
substantial  reduction in its hiring activities through the Company would have a
material adverse effect on the Company's financial performance. In addition, the
cessation of business or the takeover of, or the  termination  of the  employees
who have a strong  relationship  with the  Company by this  customer  could also
adversely  affect the  Company's  financial  performance.  Further,  there is no
assurance that the Company will not continue to be dependent upon one or a small
number  of  major  customers  for a  significant  portion  of its  revenues  and
earnings.

DEPENDENCE ON KEY  PERSONNEL.  The Company's  operations  are dependent upon the
continued  efforts of senior  management.  While the Company  has  entered  into
employment  agreements with Herbert  Solomon,  Lloyd Solomon and Scott Page, the
Company's   principal   executive   officers,   the   Company   does   not  have
non-competition  agreements  or other  restrictive  covenants in any  employment
agreements with any of its [other] officers or key employees.  Should any of the
members of the Company's senior management be unable or unwilling to continue in
their present roles or should such persons  determine to enter into  competition
with the Company, the Company's prospects could be adversely affected.

DEPENDENCE ON RECRUITMENT AND PLACEMENT  COUNSELORS.  The Company's revenues and
future  success also are  materially  dependent  on the skills of the  Company's
recruitment and placement counselors in attracting clients, matching their needs
to appropriate candidates in each recruiting opportunity and in establishing


                                       -4-
<PAGE>
successful long-term relationships with such clients. The failure to attract and
retain  qualified  recruitment  and  placement  counselors,  or the  failure  of
recruitment  and placement  counselors to effectively  perform these tasks,  may
have a material  adverse  effect on the Company's  revenues,  profitability  and
growth. The Company generally does not have non-competition  agreements or other
restrictive covenants with its recruitment and placement counselors.

         The  Company  often  attracts   qualified   recruitment  and  placement
counselors from its competitors.  In several  instances,  these competitors have
instituted  or  threatened  to institute  legal  proceedings  seeking to enforce
non-competition  agreements  with, or to prevent the disclosure of trade secrets
by, these  recruitment and placement  counselors.  To date,  these  litigations,
singly  or in the  aggregate,  have not had a  material  adverse  effect  on the
Company's  financial  position,  results of operations  or liquidity.  While the
Company believes that any similar future litigations will also not have any such
effect, no assurance can be given in this regard.

CONTROL BY  MANAGEMENT.  Officers and  directors  of the Company,  specifically,
Messrs. Herbert and Lloyd Solomon, Scott Page and Eric M. Davis (the "Management
Group"),  own an aggregate of approximately  39.1% of the issued and outstanding
shares of Common  Stock.  Stockholders  of the  Company  do not have  cumulative
voting rights and,  accordingly,  each  stockholder is entitled to cast one vote
per share held on all matters submitted to a vote of stockholders, including the
election of directors.  As a result,  the Management Group has effective control
over the Company.  Moreover,  such  effective  control could serve to perpetuate
current  management  and could make the Company  less  attractive  to  potential
acquirors.

RISK OF RAPID  GROWTH AND  BUSINESS  EXPANSION.  The  Company is  expanding  its
current  retained  executive  search,  contingency  recruitment and professional
temporary  staffing business sectors through the retention of its existing staff
of  experienced  personnel  counselors as well as the addition of new counselors
with placement  experience,  who will complement the Company's  current scope of
business. Also, the Company aggressively pursues opportunities to attract highly
skilled  staffing  industry  professionals  in new areas of  retained  executive
search,  contingency recruitment and professional interim staffing on an ongoing
proactive  basis.  There can be no assurance that the Company will  successively
achieve its planned  growth.  Accomplishing  the Company's  planned  growth will
depend  upon a number of  factors,  including  the  Company's  ability to secure
additional  clients  and hire and train  additional  recruitment  and  placement
professionals.  In  addition,  the Company may incur  start-up,  acquisition  or
expansion costs that represent a higher percentage of total revenues than larger
or more established companies,  which may adversely affect the Company's results
of operations. There can be no assurance that the Company will be able to obtain
additional  clients and  recruitment  and placement  counselors in the future or
that the Company's  strategy of increasing  revenues and net income through such
additions will be successful.

ECONOMIC CONDITIONS. The Company's revenues are directly dependent on the hiring
activities of its clients.  Under generally  adverse  economic  conditions or if
economic  conditions  in its clients'  industries  deteriorate,  these  clients'
hiring needs may decline and this could have an adverse  effect on the Company's
financial  performance  by reducing the number of  positions  the Company has an
opportunity  to fill,  forcing the Company to accept  lower  commissions  on its
placements, or both.

POSSIBLE   ISSUANCE  OF  SUBSTANTIAL   AMOUNTS  OF  ADDITIONAL   SHARES  WITHOUT
STOCKHOLDER APPROVAL. The Company has an aggregate of 9,220,715 shares of Common
Stock  authorized  but unissued  and not  reserved for specific  purposes and an
additional  5,650,000  shares of Common Stock unissued but reserved for issuance
pursuant to (i) the Plans, (ii) exercise of the Company's outstanding redeemable
common stock  purchase  warrants  (the "Class A  Warrants"),  (iii)  exercise of
common stock


                                       -5-
<PAGE>
purchase options (the "Bridge  Options") and the Company's  outstanding  Class A
Warrants and redeemable  common stock purchase  warrants ("the Class B Warrants"
included in the Bridge Units,  and (iv) the option granted to the underwriter of
the Company's initial public offering (the "Unit Purchase Option").  All of such
shares may be issued  without any action or approval by holders of Common Stock.
Although  there  are  no  other  present  plans,   agreements,   commitments  or
undertakings  with respect to the issuance of additional shares of Common Stock,
or securities  convertible  into any such shares by the Company,  the 14,870,715
shares  referred to above and any other shares issued would  further  dilute the
percentage ownership of the Company held by the public stockholders.

POSSIBLE  ISSUANCE OF PREFERRED  STOCK AND SUPERIOR  RIGHTS OF PREFERRED  STOCK;
POTENTIAL  ADVERSE EFFECT ON HOLDERS OF COMMON STOCK.  The Company is authorized
to issue up to 2,000,000  shares of Preferred  Stock,  upon terms to be fixed by
the Company's  Board of Directors with  preferential  voting,  dividend or other
rights.  The Company presently has no issued and outstanding shares of Preferred
Stock.  While the Company has no present  plans to issue any shares of Preferred
Stock, the issuance of Preferred Stock and without action or approval by holders
of Common Stock could have an adverse affect on the holders of Common Stock.

CERTAIN  ANTI-TAKEOVER  EFFECTS. The Company's  Certificate of Incorporation and
By-Laws  include  provisions  that may delay,  discourage or prevent a change of
control of the Company. These provisions include a Board of Directors consisting
of three classes,  Board of Directors  authorization to issue preferred stock in
one or more series with such rights, obligations and preferences as the Board of
Directors  may provide and  provisions  in the  employment  agreements  with the
Company's three  executive  officers that require  substantial  payments to such
officers  in the event of a change  in  control  (as  defined)  of the  Company.
Section 203 of the Delaware General  Corporation  Law, which prohibits  business
combination  transactions with certain  stockholders for a period of three years
after the person becomes such a stockholder without prescribed approval may also
delay, discourage or prevent a change of control of the Company.

SHARES ELIGIBLE FOR FUTURE SALE. All of the shares of the Company's Common Stock
owned by non-public  stockholders  are  "restricted  securities" as that term is
defined under Rule 144 promulgated  under the Securities Act of 1933, as amended
(the  "Act"),  and may only be sold  pursuant  to a  registered  offering  or in
accordance with applicable exemptions from the registration  requirements of the
Act.  Rule  144  provides  for the  sale of  limited  quantities  of  restricted
securities  without  registration  under the Act. In general,  under Rule 144, a
person (or persons  whose shares are  aggregated)  who has  satisfied a one-year
holding period may,  under certain  circumstances,  sell within any  three-month
period,  a number of shares  that does not exceed the  greater of 1% of the then
outstanding  shares of common stock or the average  weekly trading volume during
the four  calendar  weeks prior to such sale.  Rule 144(k) also  permits,  under
certain  circumstances,  the sale of shares without any quantity limitation by a
person who is not an affiliate  of the Company and who has  satisfied a two-year
holding  period.  The Company is unable to predict the effect that future  sales
under Rule 144 may have on the then prevailing  market price of Common Stock. It
can be expected,  however,  that the sale of any substantial number of shares of
Common  Stock will have a  depressive  effect on the market  price of the Common
Stock. As of the date of this Prospectus,  all restricted  securities  issued by
the Company are eligible for resale under Rule 144. Any such sale,  particularly
if large in volume,  could have a material  adverse effect on the market for and
price of shares of Common stock.

EFFECT OF WARRANTS AND UNIT PURCHASE OPTION ON THE MARKET FOR COMMON STOCK.  The
Warrants and the Unit  Purchase  Option are  exercisable  until October 20, 1999
Prospectus at an exercise price of $4.50 per Class A Warrant,  $6.00 per Class B
Warrant and $6.60 per Unit Purchase Option. For the life of the Warrants and the
Unit  Purchase  Option,  the holders  thereof will be given the  opportunity  to
profit from a rise in the market price of the Common Stock and the Units with a


                                       -6-

<PAGE>
resulting  dilution in the interest of the  Company's  other  shareholders.  The
terms on which the Company could obtain  additional  capital  during the life of
the Warrants and the Unit Purchase Option may be adversely  affected because the
holders of the  Warrants  and the Unit  Purchase  Option  might be  expected  to
exercise them if the Company were able to obtain any needed  additional  capital
in a new offering of securities  at a price  greater than the exercise  price of
the Warrants or the Unit Purchase Option.

NO  DIVIDENDS.  The  Company has not  declared  or paid and does not  anticipate
declaring or paying in the foreseeable  future, any cash dividends on its Common
Stock.  The Company's  ability to pay dividends is dependent  upon,  among other
things,  future earnings,  the operating and financial condition of the Company,
its  capital  requirements,  general  business  conditions  and other  pertinent
factors,   and  is  subject  to  the  discretion  of  the  Board  of  Directors.
Accordingly,  there can be no assurance  that any dividends will ever be paid on
the Common Stock.

EXERCISE OF WARRANTS MAY HAVE DILUTIVE EFFECT ON MARKET.  The Warrants  provide,
during their term,  an  opportunity  for the holder to profit from a rise in the
market price,  of which there is no assurance,  with  resulting  dilution in the
ownership interest in the Company held by the then present stockholders. Holders
of the  Warrants  mostly  likely  would  exercise  the Warrants and purchase the
underlying Common Stock at a time when the Company may be able to obtain capital
by a new offering of securities on terms more  favorable  than those provided by
such  Warrants,  in which  event the terms on which the  Company  may be able to
obtain additional capital would be affected adversely.

"PENNY STOCK"  REGULATIONS MAY IMPOSE CERTAIN  RESTRICTIONS ON  MARKETABILITY OF
SECURITIES.  The Securities and Exchange  Commission  ("Commission") has adopted
regulations  that generally  define "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
of less than $5.00 per share,  subject to certain exceptions.  As the securities
offered  hereby are currently  authorized  for quotation on the Nasdaq  SmallCap
Market, they are exempt from the "penny stock"  regulations.  If such securities
are for any reason no longer  authorized  for  quotation on the Nasdaq  SmallCap
Market or on another securities  exchange or automated quotation system referred
to in the penny stock regulations,  the Company's  securities may become subject
to rules that impose  additional sales practice  requirements on  broker-dealers
who sell such  securities  to  persons  other  than  established  customers  and
accredited  investors  (generally  those with assets in excess of  $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouses).  For
transactions  covered  by these  rules,  the  broker-dealer  must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the  delivery,  prior to the  transaction,  of a risk
disclosure  document  mandated  by the  Commission  relating  to the penny stock
market.  The broker-dealer also must disclose the commission payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact and the  broker-dealer's  presumed  control  over the
market.  Finally,  monthly  statements  must be  sent  disclosing  recent  price
information  for the penny  stock held in the  account  and  information  on the
limited  market in penny  stocks.  Consequently,  the  "penny  stock"  rules may
restrict the ability of broker-dealers to sell the Company's  securities and may
affect the ability of  purchasers  of Common Stock to resell the Common Stock in
the secondary market.


                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes


                                       -7-

<PAGE>
by the  Company.  The  Company  will not receive  any of the  proceeds  from the
reoffer  and resale of the  Shares by the  Selling  Stockholders  and the Future
Selling Stockholders.

                              SELLING STOCKHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Stockholders under the Plans.

         The following table sets forth (i) the number of shares of Common Stock
beneficially  owned by each  Selling  Stockholder  at April 30,  1997,  (ii) the
number of  Shares  of Common  Stock to be  offered  for  resale by each  Selling
Stockholder and (iii) the number and percentage of outstanding  shares of Common
Stock to be held by each Selling Stockholder after completion of the offering.


<TABLE>
<CAPTION>

                                                                                                    Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                             April 30, 1997               Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------

<S>                                                 <C>                         <C>                    <C>            
Herbert Solomon(1).........................         507,600(2)                  350,000                507,600(3)/9.9%

Lloyd Solomon(4)...........................         800,000(2)                  350,000                800,000(3)/15.6%

Scott Page(5)..............................         600,000(2)                  350,000                600,000(3)/11.7%

Eric M. Davis(6)...........................         100,000                      80,000                100,000(3)/1.9%

Edward Ehrenberg(7)........................               0                      16,000                      0(3)

Joel A. Klarreich(8).......................               0                      16,000                      0(3)
</TABLE>



(1)      Mr. H.  Solomon has been  Chairman  of the Board of the  Company  since
         August 1990.

(2)      Does not include any shares of Common Stock  issuable  upon exercise of
         options presently outstanding under the Plans.

(3)      Assumes that all shares of Common Stock offered for resale are sold.

(4)      Mr.  Lloyd  Solomon  has been the Vice  Chairman of the Board and Chief
         Executive Officer of the Company since June 1995. Prior to his election
         to these  positions,  he had been the  President or an  Executive  Vice
         President of the Company since its inception of business in 1990,  when
         he was also elected a director.

(5)      Mr. Page has been the President of the Company  since June 1995.  Prior
         to becoming  President,  he had been an Executive Vice President of the
         Company since August 1991, when he was also elected a director.

(6)      Mr. Davis has been Vice  President and Chief  Financial  Officer of the
         Company since February 1994, and a director since September 1994.

(7)      Mr. Ehrenberg has been a director of the Company since June 1995.

(8)      Mr. Klarreich has been a director of the Company since June 1995.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Stockholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Stockholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.



                                       -8-

<PAGE>
         The Shares may be offered for the  account of the Selling  Stockholders
and Future Selling  Stockholders from time to time solely on the Nasdaq SmallCap
Market, at fixed prices that may be changed or at negotiated prices. The Selling
Stockholders  and Future Selling  Stockholders  may effect such  transactions by
selling shares to or through  broker-dealers,  and all such  broker-dealers  may
receive compensation in the form of discounts,  concessions, or commissions from
the Selling  Stockholders and Future Selling  Stockholders and/or the purchasers
of Shares for whom such broker-dealers may act as agents or to whom they sell as
principals,  or both (which compensation as to a particular  broker-dealer might
be in excess of customary commissions).

         Any  broker-dealer  acquiring  Shares from the Selling  Stockholders of
Future Selling  Stockholders may sell the shares either directly,  in its normal
market- making activities,  through or to other brokers on a principal or agency
basis or to its  customers.  Any such sales may be at prices then  prevailing on
the Nasdaq SmallCap Market or at prices related to such prevailing market prices
or at negotiated  prices to its customers or a combination of such methods.  The
Selling Stockholders and any broker-dealers that act in connection with the sale
of the Shares hereunder might be deemed to be "underwriters"  within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal  might be deemed to be  underwriting
discounts and  commissions  under the Securities Act. Any such  commissions,  as
well as other expenses  incurred by the Selling  Stockholders and Future Selling
Stockholders  and  applicable   transfer  taxes,  are  payable  by  the  Selling
Stockholders.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York.

                                     EXPERTS

         The audited financial  statements of The Solomon-Page Group, Ltd. as at
September 30, 1996 and 1995 and for the fiscal years then ended are incorporated
herein  in  reliance  upon the  report  of  Moore  Stephens,  P.C.,  independent
certified  public  accountants,  and upon  authority  of said firm as experts in
accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.


                                       -9-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed by The  Solomon-Page  Group Ltd.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference and made a part hereof:

                  (a)   The  Company's  Annual  Report  on Form  10-KSB  for the
         fiscal year ended September 30, 1996;

                  (b)   The Company's  Quarterly  Reports on Form 10-QSB for the
         quarters ended December 31, 1996 and March 31, 1997; and

                  (c)   The description of the Company's securities contained in
         the Company's  Registration  Statement on Form 8-A filed on October 21,
         1994.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company maintains a directors  liability insurance policy providing
for $1,000,000 of coverage.

         The  Company's   Certificate  of  Incorporation   and  By-laws  contain
provisions that reduce the potential personal liability of directors for certain
monetary  damages and provide for indemnity of directors and other persons.  The
Company is unaware of any pending or threatened  litigation  against the Company
or its  directors  that would result in any  liability  for which such  director
would seek indemnification or similar protection.

         Such indemnification provisions are intended to increase the protection
provided  directors  and,  thus,  increase the Company's  ability to attract and
retain  qualified  persons to serve as directors.  The Company believes that the
substantial increase in the number of lawsuits being threatened or filed against
corporations  and their directors and the  availability  of directors  liability
insurance to provide protection against the increased risk of personal liability
resulting  from such  lawsuits only at  substantial  cost to  corporations  have
combined  to result in a growing  reluctance  on the part of capable  persons to
serve as members of boards of  directors of public  companies.  The Company also
believes  that  the  increased  risk  of  personal  liability  without  adequate
insurance  or other  indemnity  protection  for its  directors  could  result in
overcautious  and  less  effective  direction  and  management  of the  Company.
Although no directors  have  resigned or threatened to resign as a result of the
limited coverage  provided by the Company's  liability  insurance  policy, it is
uncertain  whether  the  Company's  directors  would  continue  to serve in such
capacities if improved protection from liability were not provided.


                                      II-1
<PAGE>
         The  provisions   affecting   personal  liability  do  not  abrogate  a
director's  fiduciary  duty to the Company and its  stockholders,  but eliminate
personal  liability for monetary damages for breach of that duty. The provisions
do not,  however,  eliminate or limit the liability of a director for failing to
act in good faith, for engaging in intentional misconduct or knowingly violating
a law, for authorizing the illegal payment of a dividend or repurchase of stock,
for obtaining an improper personal  benefit,  for breaching a director's duty of
loyalty  (which  is  generally  described  as  the  duty  not to  engage  in any
transaction  which  involves a conflict  between the interest of the Company and
those of the director) or for  violations of the federal  securities  laws.  The
provisions  also limit or indemnify  against  liability  resulting  from grossly
negligent  decisions  including grossly negligent business decisions relating to
attempts to change control of the Company.

         The provisions regarding  indemnification provide, in essence, that the
Company will  indemnify its directors  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred in connection  with any action,  suit or proceeding  arising out of the
director's status as a director of the Company,  including actions brought by or
on behalf of the Company (stockholder derivative actions). The provisions do not
require a showing of good faith. Moreover,  they do not provide  indemnification
for  liability  arising  out of willful  misconduct,  fraud or  dishonesty,  for
"short- swing" profits  violations under the federal securities laws, or for the
receipt of illegal remuneration.

         The  provisions  diminish  the  potential  rights of action  that might
otherwise be available to stockholders by limiting the liability of officers and
directors to the maximum  extent  allowable  under Delaware law and by affording
indemnification  against most damages and settlement  amounts paid by a director
of the Company in connection with any stockholders  derivative action.  However,
the  provisions do not have the effect of limiting the right of a stockholder to
enjoin a director  from taking  actions in breach of his  fiduciary  duty, or to
cause the Company to rescind  actions as already taken,  although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such  actions have  already  been taken.  Also,  because of the limited
coverage provided by the Company's  directors liability  insurance,  the Company
may be forced to bear a substantial portion of the cost of the director's claims
for indemnification under such provisions.  If the Company is forced to bear the
costs for  indemnification,  the  value of the  Company  stock may be  adversely
affected.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a)   A  corporation  may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was  unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement,  conviction, or upon
         a plea of nolo  contendere  or its  equivalent,  shall not,  of itself,
         create a presumption that the person did not act in good faith and in a
         manner which he reasonably believed to be in or not opposed to the best
         interests of the corporation, and, with


                                      II-2
<PAGE>
         respect to any criminal action or proceeding,  had reasonable  cause to
         believe that his conduct was unlawful.

                  (b)   A  corporation  may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  reasonably  believed  to be in or not  opposed  to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c)   To the extent  that a  director,  officer,  employee  or
         agent of a corporation  has been  successful on the merits or otherwise
         in defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d)   Any  indemnification  under  subsections  (a) and (b) of
         this  section  (unless  ordered  by a  court)  shall  be  made  by  the
         corporation   only  as   authorized   in  the  specific   case  upon  a
         determination that indemnification of the director,  officer,  employee
         or  agent  is  proper  in the  circumstances  because  he has  met  the
         applicable  standard of conduct set forth in subsections (a) and (b) of
         this section.  Such determination  shall be made (1) by a majority vote
         of the directors who are not parties to such action, suit or proceeding
         even though less than a quorum,  or (2) if there are no such directors,
         or if such  directors  so direct,  by  independent  legal  counsel in a
         written opinion, or (3) by the stockholders.

                  (e)   Expenses  (including  attorney's  fees)  incurred  by an
         officer or director in defending a civil,  criminal,  administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition or such action,  suit or proceeding
         upon  receipt of an  undertaking  by or on behalf of such  director  or
         officer to repay such amount if it shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this section.  Such expenses (including attorney's fees) incurred by
         other  employees and agents may be paid upon such terms and conditions,
         if any, as the board of directors deems appropriate.

                  (f)   The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.



                                      II-3

<PAGE>
                  (g)   A corporation  shall have power to purchase and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)   For  purposes  of  this  section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate  existence  had  continued,  would  have  had  the  power  and
         authority  to  indemnify  its  directors,  officers,  and  employees or
         agents, so that any person who is or was a director,  officer, employee
         or agent of such constituent  corporation,  or is or was serving at the
         request  of  such  constituent  corporation  as  a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  shall stand in the same position under this
         section with respect to the  resulting or surviving  corporation  as he
         would have with respect to such constituent corporation if its separate
         existence had continued.

                  (i)   For  purposes  of this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines" shall  include any such excise taxes  assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person  who  acted in good  faith and in a manner
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j)   The indemnification and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k)   The Court of  Chancery is hereby  vested with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise. The Court of Chancery may summarily determine a corporations
         obligation to advance expenses (including attorneys' fees).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.



                                      II-4
<PAGE>
ITEM 8.  EXHIBITS

          EXHIBIT INDEX

          4(a)   -      The Company's  1993 Long Term  Incentive Plan (the "Long
                        Term  Incentive  Plan")  (Incorporated  by  reference to
                        Exhibit 10.2 to Registration Statement on Form SB-2, No.
                        33-81026).

         *4(b)   -      Form of option  agreement  for the Long  Term  Incentive
                        Plan.

          4(c)   -      The  Company's  1995  Directors'  Stock Option Plan (the
                        "Directors' Plan") (Incorporated by reference to Exhibit
                        99.1 to the Company's  Current  Report on Form 8-K dated
                        June 8, 1995).

         *4(d)   -      Form of option agreement for the Directors' Plan.

          4(e)   -      The  Company's  1996 Stock Option Plan (the "1996 Plan")
                        (Incorporated  by reference to the Company's  Definitive
                        Proxy  Statement  dated February 19, 1997 for its Annual
                        Meeting of Stockholders held March 31, 1997).

          *4(f)  -      Form of option agreement for the 1996 Plan

          *5     -      Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         *23(a)  -      Consent of Moore Stephens, P.C., independent auditors.

         23(b)   -      Consent  of  Olshan  Grundman  Frome  &  Rosenzweig  LLP
                        (included in its opinion filed as Exhibit 5).

         24      -      Powers of Attorney  (included on signature  page to this
                        Registration Statement).

______________________
*        Filed herewith.

ITEM 9.  UNDERTAKINGS

         A.       The undersigned registrant hereby undertakes:

                  (1)   To file,  during any period in which offers or sales are
                        being  made,   a   post-effective   amendment   to  this
                        Registration   Statement   to   include   any   material
                        information with respect to the plan of distribution not
                        previously  disclosed in the  Registration  Statement or
                        any  material   change  to  such   information   in  the
                        Registration Statement;

                  (2)   That,  for the  purposes of  determining  any  liability
                        under   the   Securities   Act  of   1933,   each   such
                        post-effective  amendment  shall be  deemed  to be a new
                        registration   statement   relating  to  the  securities
                        offered therein,  and the offering of such securities at
                        that time  shall be deemed to be the  initial  bona fide
                        offering thereof; and

                  (3)   To remove from registration by means of a post-effective
                        amendment any of the securities  being  registered  that
                        remain unsold at the termination of the offering.

         B.       The  undersigned   registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where


                                      II-5
<PAGE>
                  applicable,  each filing of an employee  benefit plan's annual
                  report  pursuant to Section 15(d) of the  Securities  Exchange
                  Act of  1934)  that  is  incorporated  by  reference  in  this
                  Registration   Statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.


                                      II-6
<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on July 28, 1997.

                                             THE SOLOMON-PAGE GROUP, LTD.


                                             By: /S/ LLOYD SOLOMON
                                                -------------------------------
                                                Lloyd Solomon, Vice Chairman of
                                                the Board and Chief Executive
                                                Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Lloyd Solomon and Scott R. Page, and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and  every act and thing  requisite  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                   SIGNATURE                              TITLE                                   DATE
                   ---------                              -----                                   ----


<S>                                               <C>                                        <C> 
  /S/ HERBERT SOLOMON                             Chairman of the Board                      July 28, 1997
-----------------------------------------------
                Herbert Solomon


  /S/ LLOYD SOLOMON                               Vice Chairman of the                       July 28, 1997
-----------------------------------------------   Board, Chief Executive
                 Lloyd Solomon                    Officer (Principal
                                                  Executive Officer)


  /S/ SCOTT R. PAGE                               President and Director                     July 28, 1997
-----------------------------------------------
                 Scott R. Page


  /S/ ERIC M. DAVIS                               Vice President, Chief                      July 28, 1997
-----------------------------------------------   Financial Officer
                 Eric M. Davis                    (Principal Financial
                                                  Officer and Chief
                                                  Accounting Officer)



  /S/ EDWARD EHRENBERG                            Director                                   July 19, 1997
-----------------------------------------------
               Edward Ehrenberg



  /S/ JOEL A. KLARREICH                           Director                                   July 28, 1997
-----------------------------------------------
               Joel A. Klarreich
</TABLE>




                                      II-7

<PAGE>


THE LONG TERM INCENTIVE PLAN AND THE 1996 PLAN.  Pursuant to the requirements of
the  Securities  Act of 1933,  the trustees (or other persons who administer the
Long Term  Incentive  Plan and the 1996 Plan have duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on July 28, 1997.


                                 THE SOLOMON-PAGE GROUP, LTD.
                                 1993 LONG TERM INCENTIVE PLAN
                                 1996 STOCK OPTION PLAN


                                 By:   /S/ EDWARD EHRENBERG
                                       --------------------------------
                                       Edward Ehrenberg,
                                       Member of Stock Option Committee


                                 By:   /S/ JOEL A. KLARREICH
                                       --------------------------------
                                       Joel A. Klarreich
                                       Member of the Stock Option Committee 


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 66048}]
{"company-data": {"conformed-name": "SOLOMON PAGE GROUP LTD", "cik": "0000926259", "assigned-sic": "7361", "irs-number": "510353012", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32293", "film-number": "97647022"}, "business-address": {"street1": "1140 AVE OF THE AMERICAS", "street2": "9TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2127649200"}, "mail-address": {"street1": "1140 AVE OF THE AMERICAS", "street2": "9TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10036"}}
As filed with the Securities and Exchange Commission on July 28, 1997
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          THE SOLOMON-PAGE GROUP, LTD.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                       51-0353012
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or Organization)                        Identification No.)

                           1140 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
   (Address, including zip code, of Registrant's principal executive offices)

                          THE SOLOMON-PAGE GROUP, LTD.
                          1993 LONG TERM INCENTIVE PLAN
                        1995 DIRECTORS' STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the Plans)

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

      LLOYD SOLOMON, VICE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                          THE SOLOMON-PAGE GROUP, LTD.
                           1140 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 764-9200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    COPY TO:
                              DAVID J. ADLER, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

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

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                                            Proposed                   Proposed
   Title of each                                             maximum                    maximum
      class of                   Amount                      offering                  aggregate                 Amount of
  Securities to be               to be                        price                     offering                registration
     registered                registered                   per share                     price                     fee
-------------------      --------------------          ---------------------     ----------------------      -------------------
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per
share                        1,500,000(1)                   $2.9375(2)                $4,406,250               $1,335.23
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per
share                          100,000(1)                   $2.9375(2)                  $293,750                  $89.02
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per
share                        1,000,000(1)                   $2.9375(2)                $2,937,500                 $890.15
-----------------------------------------------------------------------------------------------------------------------------------
Total                                                                                                          $2,314.40
===================================================================================================================================
(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the 1993 Long Term  Incentive  Plan,  the 1995  Directors'
         Stock Option Plan and the 1996 Stock Option Plan.
(2)      Calculated in accordance with Rule 457(h) on the basis of the per share
         average of high and low sales  prices of the Common Stock on the Nasdaq
         SmallCap Market on July 24, 1997 ($2.9375).
SUBJECT TO COMPLETION, DATED JULY 28, 1997

PROSPECTUS

                                1,162,000 SHARES

                          THE SOLOMON-PAGE GROUP, LTD.
                           Common Stock ($.001 value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
stockholders (the "Selling  Stockholders")  who may be deemed to be "affiliates"
of the Company,  as defined in Rule 405 promulgated  under the Securities Act of
1933,  as amended (the  "Securities  Act"),  of shares (the  "Shares") of Common
Stock,  $.001 par value per share  (the  "Common  Stock"),  of The  Solomon-Page
Group,  Ltd.  (the  "Company")  that may be issued by the Company to the Selling
Stockholders  upon the exercise of outstanding  stock options  granted under (i)
the Company's 1993 Long Term  Incentive  Plan (the "Long Term Incentive  Plan"),
(ii) the Company's 1995 Directors' Stock Option Plan (the "Directors' Plan") and
(iii) the 1996 Stock  Option  Plan (the "1996 Plan" and  together  with the Long
Term Incentive Plan and the Directors' Plan, the "Plans").  This Prospectus also
relates to the  reoffer  and resale of Shares to be  acquired  upon  exercise of
stock  options  that may be  granted  to  individuals  who may be  deemed  to be
"affiliates" of the Company  (collectively,  the "Future Selling  Stockholders")
upon the exercise of outstanding stock options to be granted under the Long Term
Incentive  Plan, the Directors' Plan and the 1996 Plan. If and when such options
are  granted  to  the  Future  Selling  Stockholders,  the  Company  intends  to
distribute a Prospectus  Supplement as required by Rule 424(b) of the Securities
Act. Such  Prospectus  Supplement  will specify the names of the Future  Selling
Stockholders and the amount of Shares to be reoffered and sold by them.

         The offer and sale of the Shares to the  Selling  Stockholders  and the
Future Selling Stockholders were previously registered under the Securities Act.
The  Shares are being  reoffered  and resold  for the  accounts  of the  Selling
Stockholders  and the  Future  Selling  Stockholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Stockholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the Nasdaq SmallCap  Market,  in negotiated  transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" AT PAGE 6 HEREOF.

         The  Company's  Common  Stock is traded on the Nasdaq  SmallCap  Market
under the symbol  "SOLP." On July 24,  1997,  the last sale price for the Common
Stock, as reported on Nasdaq SmallCap Market, was $2.9375.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is July 28, 1997.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION.................................................2

GENERAL INFORMATION...................................................4

RISK FACTORS..........................................................4

USE OF PROCEEDS.......................................................8

SELLING STOCKHOLDERS..................................................8

PLAN OF DISTRIBUTION..................................................8

LEGAL MATTERS.........................................................9

EXPERTS  .............................................................9

ADDITIONAL INFORMATION................................................9

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's Annual Report on Form 10-KSB for the year ended September
30, 1996 and the  Company's  Quarterly  Reports on Form 10-QSB for the  quarters
ended December 31, 1996 and March 31, 1997 are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof.  All documents  subsequently
filed by the  Company  pursuant  to Sections  13(a),  13(c),  14 or 15(d) of the
Exchange  Act,  prior to the  termination  of this  offering,  are  deemed to be
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on October 21, 1994, is  incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above that have been or may be  incorporated  in this  Prospectus  by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to The Solomon-Page  Group,  Ltd., 1140 Avenue of the Americas,  New
York, New York 10036, Attention:  Eric M. Davis, Secretary. Oral requests should
be directed to such officer (telephone number (212) 764-9200).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Stockholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
GENERAL INFORMATION

         The  Company's   business  is  organized  into  two  primary  operating
divisions:  executive  search  and  contingency  recruitment  as well as interim
staffing  and  consulting.  The  executive  search and  contingency  recruitment
division provides full time placement services in the fields of capital markets,
accounting  and  finance,  fashion  services,   information  technology,   human
resources,  publishing  and new media and legal and  managed  health  care.  The
interim  staffing and  consulting  division  provides  services to all companies
seeking personnel in the information technology and accounting areas.

         The Company's principal executive offices are located at 1140 Avenue of
the Americas,  New York, New York 10036. The Company's  telephone number at such
location is (212) 764-9200.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Stockholders or the Future Selling Stockholders upon exercise of options granted
to them  under  the  Plans  and will be sold  for the  accounts  of the  Selling
Stockholders and the Future Selling Stockholders.

                                  RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER THE  FOLLOWING  RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.

INTENSE  COMPETITION.  Competition in the recruitment  and placement,  personnel
consulting  and temporary  personnel  industries  is intense.  The Company is in
competition  with  numerous  firms,  many of which  have far  greater  financial
resources  and  more  extensive  industry  relationships  than the  Company.  In
addition, many of such organizations have longer operating histories,  which may
afford these firms significant advantages in obtaining future clients, arranging
financing and attracting skilled personnel. The Company competes on the basis of
client service and responsiveness.  There can be no assurance that this strategy
can continue to be successfully implemented.

SIGNIFICANT  DEPENDENCE ON MAJOR CUSTOMER;  POTENTIAL  ADVERSE EFFECT OF LOSS OF
MAJOR  CUSTOMER OR  CUSTOMERS.  Fifteen  percent of the  Company's  revenues for
Fiscal 1996 came from, and a significant portion of the Company's resources have
been devoted to, its largest customer, AT&T Corp. The loss of this customer or a
substantial  reduction in its hiring activities through the Company would have a
material adverse effect on the Company's financial performance. In addition, the
cessation of business or the takeover of, or the  termination  of the  employees
who have a strong  relationship  with the  Company by this  customer  could also
adversely  affect the  Company's  financial  performance.  Further,  there is no
assurance that the Company will not continue to be dependent upon one or a small
number  of  major  customers  for a  significant  portion  of its  revenues  and
earnings.

DEPENDENCE ON KEY  PERSONNEL.  The Company's  operations  are dependent upon the
continued  efforts of senior  management.  While the Company  has  entered  into
employment  agreements with Herbert  Solomon,  Lloyd Solomon and Scott Page, the
Company's   principal   executive   officers,   the   Company   does   not  have
non-competition  agreements  or other  restrictive  covenants in any  employment
agreements with any of its [other] officers or key employees.  Should any of the
members of the Company's senior management be unable or unwilling to continue in
their present roles or should such persons  determine to enter into  competition
with the Company, the Company's prospects could be adversely affected.

DEPENDENCE ON RECRUITMENT AND PLACEMENT  COUNSELORS.  The Company's revenues and
future  success also are  materially  dependent  on the skills of the  Company's
recruitment and placement counselors in attracting clients, matching their needs
to appropriate candidates in each recruiting opportunity and in establishing

                                       -4-
successful long-term relationships with such clients. The failure to attract and
retain  qualified  recruitment  and  placement  counselors,  or the  failure  of
recruitment  and placement  counselors to effectively  perform these tasks,  may
have a material  adverse  effect on the Company's  revenues,  profitability  and
growth. The Company generally does not have non-competition  agreements or other
restrictive covenants with its recruitment and placement counselors.

         The  Company  often  attracts   qualified   recruitment  and  placement
counselors from its competitors.  In several  instances,  these competitors have
instituted  or  threatened  to institute  legal  proceedings  seeking to enforce
non-competition  agreements  with, or to prevent the disclosure of trade secrets
by, these  recruitment and placement  counselors.  To date,  these  litigations,
singly  or in the  aggregate,  have not had a  material  adverse  effect  on the
Company's  financial  position,  results of operations  or liquidity.  While the
Company believes that any similar future litigations will also not have any such
effect, no assurance can be given in this regard.

CONTROL BY  MANAGEMENT.  Officers and  directors  of the Company,  specifically,
Messrs. Herbert and Lloyd Solomon, Scott Page and Eric M. Davis (the "Management
Group"),  own an aggregate of approximately  39.1% of the issued and outstanding
shares of Common  Stock.  Stockholders  of the  Company  do not have  cumulative
voting rights and,  accordingly,  each  stockholder is entitled to cast one vote
per share held on all matters submitted to a vote of stockholders, including the
election of directors.  As a result,  the Management Group has effective control
over the Company.  Moreover,  such  effective  control could serve to perpetuate
current  management  and could make the Company  less  attractive  to  potential
acquirors.

RISK OF RAPID  GROWTH AND  BUSINESS  EXPANSION.  The  Company is  expanding  its
current  retained  executive  search,  contingency  recruitment and professional
temporary  staffing business sectors through the retention of its existing staff
of  experienced  personnel  counselors as well as the addition of new counselors
with placement  experience,  who will complement the Company's  current scope of
business. Also, the Company aggressively pursues opportunities to attract highly
skilled  staffing  industry  professionals  in new areas of  retained  executive
search,  contingency recruitment and professional interim staffing on an ongoing
proactive  basis.  There can be no assurance that the Company will  successively
achieve its planned  growth.  Accomplishing  the Company's  planned  growth will
depend  upon a number of  factors,  including  the  Company's  ability to secure
additional  clients  and hire and train  additional  recruitment  and  placement
professionals.  In  addition,  the Company may incur  start-up,  acquisition  or
expansion costs that represent a higher percentage of total revenues than larger
or more established companies,  which may adversely affect the Company's results
of operations. There can be no assurance that the Company will be able to obtain
additional  clients and  recruitment  and placement  counselors in the future or
that the Company's  strategy of increasing  revenues and net income through such
additions will be successful.

ECONOMIC CONDITIONS. The Company's revenues are directly dependent on the hiring
activities of its clients.  Under generally  adverse  economic  conditions or if
economic  conditions  in its clients'  industries  deteriorate,  these  clients'
hiring needs may decline and this could have an adverse  effect on the Company's
financial  performance  by reducing the number of  positions  the Company has an
opportunity  to fill,  forcing the Company to accept  lower  commissions  on its
placements, or both.

POSSIBLE   ISSUANCE  OF  SUBSTANTIAL   AMOUNTS  OF  ADDITIONAL   SHARES  WITHOUT
STOCKHOLDER APPROVAL. The Company has an aggregate of 9,220,715 shares of Common
Stock  authorized  but unissued  and not  reserved for specific  purposes and an
additional  5,650,000  shares of Common Stock unissued but reserved for issuance
pursuant to (i) the Plans, (ii) exercise of the Company's outstanding redeemable
common stock  purchase  warrants  (the "Class A  Warrants"),  (iii)  exercise of
common stock

                                       -5-
purchase options (the "Bridge  Options") and the Company's  outstanding  Class A
Warrants and redeemable  common stock purchase  warrants ("the Class B Warrants"
included in the Bridge Units,  and (iv) the option granted to the underwriter of
the Company's initial public offering (the "Unit Purchase Option").  All of such
shares may be issued  without any action or approval by holders of Common Stock.
Although  there  are  no  other  present  plans,   agreements,   commitments  or
undertakings  with respect to the issuance of additional shares of Common Stock,
or securities  convertible  into any such shares by the Company,  the 14,870,715
shares  referred to above and any other shares issued would  further  dilute the
percentage ownership of the Company held by the public stockholders.

POSSIBLE  ISSUANCE OF PREFERRED  STOCK AND SUPERIOR  RIGHTS OF PREFERRED  STOCK;
POTENTIAL  ADVERSE EFFECT ON HOLDERS OF COMMON STOCK.  The Company is authorized
to issue up to 2,000,000  shares of Preferred  Stock,  upon terms to be fixed by
the Company's  Board of Directors with  preferential  voting,  dividend or other
rights.  The Company presently has no issued and outstanding shares of Preferred
Stock.  While the Company has no present  plans to issue any shares of Preferred
Stock, the issuance of Preferred Stock and without action or approval by holders
of Common Stock could have an adverse affect on the holders of Common Stock.

CERTAIN  ANTI-TAKEOVER  EFFECTS. The Company's  Certificate of Incorporation and
By-Laws  include  provisions  that may delay,  discourage or prevent a change of
control of the Company. These provisions include a Board of Directors consisting
of three classes,  Board of Directors  authorization to issue preferred stock in
one or more series with such rights, obligations and preferences as the Board of
Directors  may provide and  provisions  in the  employment  agreements  with the
Company's three  executive  officers that require  substantial  payments to such
officers  in the event of a change  in  control  (as  defined)  of the  Company.
Section 203 of the Delaware General  Corporation  Law, which prohibits  business
combination  transactions with certain  stockholders for a period of three years
after the person becomes such a stockholder without prescribed approval may also
delay, discourage or prevent a change of control of the Company.

SHARES ELIGIBLE FOR FUTURE SALE. All of the shares of the Company's Common Stock
owned by non-public  stockholders  are  "restricted  securities" as that term is
defined under Rule 144 promulgated  under the Securities Act of 1933, as amended
(the  "Act"),  and may only be sold  pursuant  to a  registered  offering  or in
accordance with applicable exemptions from the registration  requirements of the
Act.  Rule  144  provides  for the  sale of  limited  quantities  of  restricted
securities  without  registration  under the Act. In general,  under Rule 144, a
person (or persons  whose shares are  aggregated)  who has  satisfied a one-year
holding period may,  under certain  circumstances,  sell within any  three-month
period,  a number of shares  that does not exceed the  greater of 1% of the then
outstanding  shares of common stock or the average  weekly trading volume during
the four  calendar  weeks prior to such sale.  Rule 144(k) also  permits,  under
certain  circumstances,  the sale of shares without any quantity limitation by a
person who is not an affiliate  of the Company and who has  satisfied a two-year
holding  period.  The Company is unable to predict the effect that future  sales
under Rule 144 may have on the then prevailing  market price of Common Stock. It
can be expected,  however,  that the sale of any substantial number of shares of
Common  Stock will have a  depressive  effect on the market  price of the Common
Stock. As of the date of this Prospectus,  all restricted  securities  issued by
the Company are eligible for resale under Rule 144. Any such sale,  particularly
if large in volume,  could have a material  adverse effect on the market for and
price of shares of Common stock.

EFFECT OF WARRANTS AND UNIT PURCHASE OPTION ON THE MARKET FOR COMMON STOCK.  The
Warrants and the Unit  Purchase  Option are  exercisable  until October 20, 1999
Prospectus at an exercise price of $4.50 per Class A Warrant,  $6.00 per Class B
Warrant and $6.60 per Unit Purchase Option. For the life of the Warrants and the
Unit  Purchase  Option,  the holders  thereof will be given the  opportunity  to
profit from a rise in the market price of the Common Stock and the Units with a

                                       -6-
resulting  dilution in the interest of the  Company's  other  shareholders.  The
terms on which the Company could obtain  additional  capital  during the life of
the Warrants and the Unit Purchase Option may be adversely  affected because the
holders of the  Warrants  and the Unit  Purchase  Option  might be  expected  to
exercise them if the Company were able to obtain any needed  additional  capital
in a new offering of securities  at a price  greater than the exercise  price of
the Warrants or the Unit Purchase Option.

NO  DIVIDENDS.  The  Company has not  declared  or paid and does not  anticipate
declaring or paying in the foreseeable  future, any cash dividends on its Common
Stock.  The Company's  ability to pay dividends is dependent  upon,  among other
things,  future earnings,  the operating and financial condition of the Company,
its  capital  requirements,  general  business  conditions  and other  pertinent
factors,   and  is  subject  to  the  discretion  of  the  Board  of  Directors.
Accordingly,  there can be no assurance  that any dividends will ever be paid on
the Common Stock.

EXERCISE OF WARRANTS MAY HAVE DILUTIVE EFFECT ON MARKET.  The Warrants  provide,
during their term,  an  opportunity  for the holder to profit from a rise in the
market price,  of which there is no assurance,  with  resulting  dilution in the
ownership interest in the Company held by the then present stockholders. Holders
of the  Warrants  mostly  likely  would  exercise  the Warrants and purchase the
underlying Common Stock at a time when the Company may be able to obtain capital
by a new offering of securities on terms more  favorable  than those provided by
such  Warrants,  in which  event the terms on which the  Company  may be able to
obtain additional capital would be affected adversely.

"PENNY STOCK"  REGULATIONS MAY IMPOSE CERTAIN  RESTRICTIONS ON  MARKETABILITY OF
SECURITIES.  The Securities and Exchange  Commission  ("Commission") has adopted
regulations  that generally  define "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
of less than $5.00 per share,  subject to certain exceptions.  As the securities
offered  hereby are currently  authorized  for quotation on the Nasdaq  SmallCap
Market, they are exempt from the "penny stock"  regulations.  If such securities
are for any reason no longer  authorized  for  quotation on the Nasdaq  SmallCap
Market or on another securities  exchange or automated quotation system referred
to in the penny stock regulations,  the Company's  securities may become subject
to rules that impose  additional sales practice  requirements on  broker-dealers
who sell such  securities  to  persons  other  than  established  customers  and
accredited  investors  (generally  those with assets in excess of  $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouses).  For
transactions  covered  by these  rules,  the  broker-dealer  must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the  delivery,  prior to the  transaction,  of a risk
disclosure  document  mandated  by the  Commission  relating  to the penny stock
market.  The broker-dealer also must disclose the commission payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact and the  broker-dealer's  presumed  control  over the
market.  Finally,  monthly  statements  must be  sent  disclosing  recent  price
information  for the penny  stock held in the  account  and  information  on the
limited  market in penny  stocks.  Consequently,  the  "penny  stock"  rules may
restrict the ability of broker-dealers to sell the Company's  securities and may
affect the ability of  purchasers  of Common Stock to resell the Common Stock in
the secondary market.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes

                                       -7-
by the  Company.  The  Company  will not receive  any of the  proceeds  from the
reoffer  and resale of the  Shares by the  Selling  Stockholders  and the Future
Selling Stockholders.

                              SELLING STOCKHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Stockholders under the Plans.

         The following table sets forth (i) the number of shares of Common Stock
beneficially  owned by each  Selling  Stockholder  at April 30,  1997,  (ii) the
number of  Shares  of Common  Stock to be  offered  for  resale by each  Selling
Stockholder and (iii) the number and percentage of outstanding  shares of Common
Stock to be held by each Selling Stockholder after completion of the offering.
Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                             April 30, 1997               Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------
Herbert Solomon(1).........................         507,600(2)                  350,000                507,600(3)/9.9%

Lloyd Solomon(4)...........................         800,000(2)                  350,000                800,000(3)/15.6%

Scott Page(5)..............................         600,000(2)                  350,000                600,000(3)/11.7%

Eric M. Davis(6)...........................         100,000                      80,000                100,000(3)/1.9%

Edward Ehrenberg(7)........................               0                      16,000                      0(3)

Joel A. Klarreich(8).......................               0                      16,000                      0(3)
(1)      Mr. H.  Solomon has been  Chairman  of the Board of the  Company  since
         August 1990.

(2)      Does not include any shares of Common Stock  issuable  upon exercise of
         options presently outstanding under the Plans.

(3)      Assumes that all shares of Common Stock offered for resale are sold.

(4)      Mr.  Lloyd  Solomon  has been the Vice  Chairman of the Board and Chief
         Executive Officer of the Company since June 1995. Prior to his election
         to these  positions,  he had been the  President or an  Executive  Vice
         President of the Company since its inception of business in 1990,  when
         he was also elected a director.

(5)      Mr. Page has been the President of the Company  since June 1995.  Prior
         to becoming  President,  he had been an Executive Vice President of the
         Company since August 1991, when he was also elected a director.

(6)      Mr. Davis has been Vice  President and Chief  Financial  Officer of the
         Company since February 1994, and a director since September 1994.

(7)      Mr. Ehrenberg has been a director of the Company since June 1995.

(8)      Mr. Klarreich has been a director of the Company since June 1995.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Stockholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Stockholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                       -8-
The Shares may be offered for the  account of the Selling  Stockholders
and Future Selling  Stockholders from time to time solely on the Nasdaq SmallCap
Market, at fixed prices that may be changed or at negotiated prices. The Selling
Stockholders  and Future Selling  Stockholders  may effect such  transactions by
selling shares to or through  broker-dealers,  and all such  broker-dealers  may
receive compensation in the form of discounts,  concessions, or commissions from
the Selling  Stockholders and Future Selling  Stockholders and/or the purchasers
of Shares for whom such broker-dealers may act as agents or to whom they sell as
principals,  or both (which compensation as to a particular  broker-dealer might
be in excess of customary commissions).

         Any  broker-dealer  acquiring  Shares from the Selling  Stockholders of
Future Selling  Stockholders may sell the shares either directly,  in its normal
market- making activities,  through or to other brokers on a principal or agency
basis or to its  customers.  Any such sales may be at prices then  prevailing on
the Nasdaq SmallCap Market or at prices related to such prevailing market prices
or at negotiated  prices to its customers or a combination of such methods.  The
Selling Stockholders and any broker-dealers that act in connection with the sale
of the Shares hereunder might be deemed to be "underwriters"  within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal  might be deemed to be  underwriting
discounts and  commissions  under the Securities Act. Any such  commissions,  as
well as other expenses  incurred by the Selling  Stockholders and Future Selling
Stockholders  and  applicable   transfer  taxes,  are  payable  by  the  Selling
Stockholders.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York.

                                     EXPERTS

         The audited financial  statements of The Solomon-Page Group, Ltd. as at
September 30, 1996 and 1995 and for the fiscal years then ended are incorporated
herein  in  reliance  upon the  report  of  Moore  Stephens,  P.C.,  independent
certified  public  accountants,  and upon  authority  of said firm as experts in
accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                       -9-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed by The  Solomon-Page  Group Ltd.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference and made a part hereof:

                  (a)   The  Company's  Annual  Report  on Form  10-KSB  for the
         fiscal year ended September 30, 1996;

                  (b)   The Company's  Quarterly  Reports on Form 10-QSB for the
         quarters ended December 31, 1996 and March 31, 1997; and

                  (c)   The description of the Company's securities contained in
         the Company's  Registration  Statement on Form 8-A filed on October 21,
         1994.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company maintains a directors  liability insurance policy providing
for $1,000,000 of coverage.

         The  Company's   Certificate  of  Incorporation   and  By-laws  contain
provisions that reduce the potential personal liability of directors for certain
monetary  damages and provide for indemnity of directors and other persons.  The
Company is unaware of any pending or threatened  litigation  against the Company
or its  directors  that would result in any  liability  for which such  director
would seek indemnification or similar protection.

         Such indemnification provisions are intended to increase the protection
provided  directors  and,  thus,  increase the Company's  ability to attract and
retain  qualified  persons to serve as directors.  The Company believes that the
substantial increase in the number of lawsuits being threatened or filed against
corporations  and their directors and the  availability  of directors  liability
insurance to provide protection against the increased risk of personal liability
resulting  from such  lawsuits only at  substantial  cost to  corporations  have
combined  to result in a growing  reluctance  on the part of capable  persons to
serve as members of boards of  directors of public  companies.  The Company also
believes  that  the  increased  risk  of  personal  liability  without  adequate
insurance  or other  indemnity  protection  for its  directors  could  result in
overcautious  and  less  effective  direction  and  management  of the  Company.
Although no directors  have  resigned or threatened to resign as a result of the
limited coverage  provided by the Company's  liability  insurance  policy, it is
uncertain  whether  the  Company's  directors  would  continue  to serve in such
capacities if improved protection from liability were not provided.

                                      II-1
The  provisions   affecting   personal  liability  do  not  abrogate  a
director's  fiduciary  duty to the Company and its  stockholders,  but eliminate
personal  liability for monetary damages for breach of that duty. The provisions
do not,  however,  eliminate or limit the liability of a director for failing to
act in good faith, for engaging in intentional misconduct or knowingly violating
a law, for authorizing the illegal payment of a dividend or repurchase of stock,
for obtaining an improper personal  benefit,  for breaching a director's duty of
loyalty  (which  is  generally  described  as  the  duty  not to  engage  in any
transaction  which  involves a conflict  between the interest of the Company and
those of the director) or for  violations of the federal  securities  laws.  The
provisions  also limit or indemnify  against  liability  resulting  from grossly
negligent  decisions  including grossly negligent business decisions relating to
attempts to change control of the Company.

         The provisions regarding  indemnification provide, in essence, that the
Company will  indemnify its directors  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred in connection  with any action,  suit or proceeding  arising out of the
director's status as a director of the Company,  including actions brought by or
on behalf of the Company (stockholder derivative actions). The provisions do not
require a showing of good faith. Moreover,  they do not provide  indemnification
for  liability  arising  out of willful  misconduct,  fraud or  dishonesty,  for
"short- swing" profits  violations under the federal securities laws, or for the
receipt of illegal remuneration.

         The  provisions  diminish  the  potential  rights of action  that might
otherwise be available to stockholders by limiting the liability of officers and
directors to the maximum  extent  allowable  under Delaware law and by affording
indemnification  against most damages and settlement  amounts paid by a director
of the Company in connection with any stockholders  derivative action.  However,
the  provisions do not have the effect of limiting the right of a stockholder to
enjoin a director  from taking  actions in breach of his  fiduciary  duty, or to
cause the Company to rescind  actions as already taken,  although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such  actions have  already  been taken.  Also,  because of the limited
coverage provided by the Company's  directors liability  insurance,  the Company
may be forced to bear a substantial portion of the cost of the director's claims
for indemnification under such provisions.  If the Company is forced to bear the
costs for  indemnification,  the  value of the  Company  stock may be  adversely
affected.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a)   A  corporation  may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was  unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement,  conviction, or upon
         a plea of nolo  contendere  or its  equivalent,  shall not,  of itself,
         create a presumption that the person did not act in good faith and in a
         manner which he reasonably believed to be in or not opposed to the best
         interests of the corporation, and, with

                                      II-2
respect to any criminal action or proceeding,  had reasonable  cause to
         believe that his conduct was unlawful.

                  (b)   A  corporation  may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  reasonably  believed  to be in or not  opposed  to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c)   To the extent  that a  director,  officer,  employee  or
         agent of a corporation  has been  successful on the merits or otherwise
         in defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d)   Any  indemnification  under  subsections  (a) and (b) of
         this  section  (unless  ordered  by a  court)  shall  be  made  by  the
         corporation   only  as   authorized   in  the  specific   case  upon  a
         determination that indemnification of the director,  officer,  employee
         or  agent  is  proper  in the  circumstances  because  he has  met  the
         applicable  standard of conduct set forth in subsections (a) and (b) of
         this section.  Such determination  shall be made (1) by a majority vote
         of the directors who are not parties to such action, suit or proceeding
         even though less than a quorum,  or (2) if there are no such directors,
         or if such  directors  so direct,  by  independent  legal  counsel in a
         written opinion, or (3) by the stockholders.

                  (e)   Expenses  (including  attorney's  fees)  incurred  by an
         officer or director in defending a civil,  criminal,  administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition or such action,  suit or proceeding
         upon  receipt of an  undertaking  by or on behalf of such  director  or
         officer to repay such amount if it shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this section.  Such expenses (including attorney's fees) incurred by
         other  employees and agents may be paid upon such terms and conditions,
         if any, as the board of directors deems appropriate.

                  (f)   The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                                      II-3
(g)   A corporation  shall have power to purchase and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)   For  purposes  of  this  section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate  existence  had  continued,  would  have  had  the  power  and
         authority  to  indemnify  its  directors,  officers,  and  employees or
         agents, so that any person who is or was a director,  officer, employee
         or agent of such constituent  corporation,  or is or was serving at the
         request  of  such  constituent  corporation  as  a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  shall stand in the same position under this
         section with respect to the  resulting or surviving  corporation  as he
         would have with respect to such constituent corporation if its separate
         existence had continued.

                  (i)   For  purposes  of this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines" shall  include any such excise taxes  assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person  who  acted in good  faith and in a manner
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j)   The indemnification and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k)   The Court of  Chancery is hereby  vested with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise. The Court of Chancery may summarily determine a corporations
         obligation to advance expenses (including attorneys' fees).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                      II-4
ITEM 8.  EXHIBITS

          EXHIBIT INDEX

          4(a)   -      The Company's  1993 Long Term  Incentive Plan (the "Long
                        Term  Incentive  Plan")  (Incorporated  by  reference to
                        Exhibit 10.2 to Registration Statement on Form SB-2, No.
                        33-81026).

         *4(b)   -      Form of option  agreement  for the Long  Term  Incentive
                        Plan.

          4(c)   -      The  Company's  1995  Directors'  Stock Option Plan (the
                        "Directors' Plan") (Incorporated by reference to Exhibit
                        99.1 to the Company's  Current  Report on Form 8-K dated
                        June 8, 1995).

         *4(d)   -      Form of option agreement for the Directors' Plan.

          4(e)   -      The  Company's  1996 Stock Option Plan (the "1996 Plan")
                        (Incorporated  by reference to the Company's  Definitive
                        Proxy  Statement  dated February 19, 1997 for its Annual
                        Meeting of Stockholders held March 31, 1997).

          *4(f)  -      Form of option agreement for the 1996 Plan

          *5     -      Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         *23(a)  -      Consent of Moore Stephens, P.C., independent auditors.

         23(b)   -      Consent  of  Olshan  Grundman  Frome  &  Rosenzweig  LLP
                        (included in its opinion filed as Exhibit 5).

         24      -      Powers of Attorney  (included on signature  page to this
                        Registration Statement).

______________________
*        Filed herewith.

ITEM 9.  UNDERTAKINGS

         A.       The undersigned registrant hereby undertakes:

                  (1)   To file,  during any period in which offers or sales are
                        being  made,   a   post-effective   amendment   to  this
                        Registration   Statement   to   include   any   material
                        information with respect to the plan of distribution not
                        previously  disclosed in the  Registration  Statement or
                        any  material   change  to  such   information   in  the
                        Registration Statement;

                  (2)   That,  for the  purposes of  determining  any  liability
                        under   the   Securities   Act  of   1933,   each   such
                        post-effective  amendment  shall be  deemed  to be a new
                        registration   statement   relating  to  the  securities
                        offered therein,  and the offering of such securities at
                        that time  shall be deemed to be the  initial  bona fide
                        offering thereof; and

                  (3)   To remove from registration by means of a post-effective
                        amendment any of the securities  being  registered  that
                        remain unsold at the termination of the offering.

         B.       The  undersigned   registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where

                                      II-5
applicable,  each filing of an employee  benefit plan's annual
                  report  pursuant to Section 15(d) of the  Securities  Exchange
                  Act of  1934)  that  is  incorporated  by  reference  in  this
                  Registration   Statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      II-6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on July 28, 1997.

                                             THE SOLOMON-PAGE GROUP, LTD.

                                             By: /S/ LLOYD SOLOMON
                                                -------------------------------
                                                Lloyd Solomon, Vice Chairman of
                                                the Board and Chief Executive
                                                Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Lloyd Solomon and Scott R. Page, and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and  every act and thing  requisite  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                              TITLE                                   DATE
                   ---------                              -----                                   ----
/S/ HERBERT SOLOMON                             Chairman of the Board                      July 28, 1997
-----------------------------------------------
                Herbert Solomon

  /S/ LLOYD SOLOMON                               Vice Chairman of the                       July 28, 1997
-----------------------------------------------   Board, Chief Executive
                 Lloyd Solomon                    Officer (Principal
                                                  Executive Officer)

  /S/ SCOTT R. PAGE                               President and Director                     July 28, 1997
-----------------------------------------------
                 Scott R. Page

  /S/ ERIC M. DAVIS                               Vice President, Chief                      July 28, 1997
-----------------------------------------------   Financial Officer
                 Eric M. Davis                    (Principal Financial
                                                  Officer and Chief
                                                  Accounting Officer)

  /S/ EDWARD EHRENBERG                            Director                                   July 19, 1997
-----------------------------------------------
               Edward Ehrenberg

  /S/ JOEL A. KLARREICH                           Director                                   July 28, 1997
-----------------------------------------------
               Joel A. Klarreich
II-7
THE LONG TERM INCENTIVE PLAN AND THE 1996 PLAN.  Pursuant to the requirements of
the  Securities  Act of 1933,  the trustees (or other persons who administer the
Long Term  Incentive  Plan and the 1996 Plan have duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on July 28, 1997.

                                 THE SOLOMON-PAGE GROUP, LTD.
                                 1993 LONG TERM INCENTIVE PLAN
                                 1996 STOCK OPTION PLAN

                                 By:   /S/ EDWARD EHRENBERG
                                       --------------------------------
                                       Edward Ehrenberg,
                                       Member of Stock Option Committee

                                 By:   /S/ JOEL A. KLARREICH
                                       --------------------------------
                                       Joel A. Klarreich
                                       Member of the Stock Option Committee 

                                      II-8