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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB-A

 X     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
----   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          December 31, 1996
                                   --------------------------

                                       OR
         
----   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

               For the transition period from         to
                                              --------   --------

                       Commission file number:   0-13740
                                                 -----------


                       Jillian's Entertainment Corporation
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             (Exact name of registrant as specified in its charter)


        Florida                                               59-2334472
        -------                                               ----------
(State or other Jurisdic-                             (I.R.S. Employer Identif-
tion of Incorporation)                                   ication Number)

                727 Atlantic Avenue, Suite 600, Boston, MA    02111
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               (Address of Principal Executive Offices) (Zip Code)

                                 (617) 350-3111
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

         YES   X           NO
              ---             ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

          9,137,798 shares of common stock, $.001 par value as of February 10,
1997 Total number of pages contained in this document: 12
                                                       --

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                                   SIGNATURES




  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       JILLIAN'S ENTERTAINMENT CORPORATION
                                                              (Registrant)

                                          By:    /s/ Daniel M. Smith
                                             -----------------------------
                                                     Daniel M. Smith
                                           President and Chief Operating Officer




Dated:   February 14, 1997








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