SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


     [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                              EXCHANGE ACT OF 1934
                 For the quarterly period ended   June 30, 1998

     [ ]  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  0-13757


                            GALLERY OF HISTORY, INC.
         (Exact Name of Small Business Issuer as Specified in Its Charter)


              Nevada                                         88-0176525
(State or other jurisdiction of                           (I.R.S. Employer 
incorporation or organization)                           Identification No.)   


3601 West Sahara Avenue, Las Vegas, Nevada                    89102-5822
 (Address of principal executive offices)                     (Zip Code)


                Issuer's telephone number:   (702) 364-1000 



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.  [X]  Yes       [ ]  No



The Registrant had 3,195,934 shares of Common Stock, par value $.001,
outstanding as of July 15, 1998.





<PAGE>


<TABLE>
                   Part 1  -  FINANCIAL INFORMATION

             GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES 
               CONSOLIDATED  BALANCE  SHEETS - UNAUDITED
______________________________________________________________________
<CAPTION>
                                       JUNE 30,      SEPTEMBER 30,
                                         1998            1997
                                     -----------     ------------
<S>                                  <C>             <C>
               ASSETS 
Cash                                 $    51,820     $    20,095
Accounts receivable                       47,810          59,650
Prepaid expenses                          72,916          50,928
Documents owned                        6,719,713       6,980,816
Land and building-net                  1,442,628       1,454,805
Property and equipment-net               246,375         258,536
Other assets                             170,119         168,636
                                      ----------      ----------
TOTAL ASSETS                         $ 8,751,381     $ 8,993,466
                                      ==========      ==========




            LIABILITIES
Accounts payable                     $    34,049     $    74,409
Notes payable                             53,263          62,600
Mortgage notes payable                 1,200,327       1,376,239
Deposits                                  28,310          49,570
Deferred tax                             145,885         144,043
Accrued and other liabilities             96,567          93,633
                                      ----------      ----------
TOTAL LIABILITIES                      1,558,401       1,800,494
                                      ----------      ----------


        STOCKHOLDERS' EQUITY 
Common stock: $.001 par value; 
  10,000,000 shares authorized; 
  5,917,654 shares issued                  5,918           5,918
Additional paid-in-capital             9,392,363       9,392,363
Accumulated deficit                      (64,307)       (157,828)
Treasury  stock (2,709,220 and
  2,676,720 shares), at cost          (2,140,994)     (2,047,481)
                                      ----------      ----------
TOTAL STOCKHOLDERS' EQUITY             7,192,980       7,192,972
                                      ----------      ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY               $ 8,751,381     $ 8,993,466
                                      ==========      ==========


See the accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
              GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
______________________________________________________________________
<CAPTION>
                              THREE MONTHS ENDED           NINE MONTHS ENDED
                                   JUNE 30,                     JUNE 30,
                               1998         1997           1998         1997
                             --------    ---------      ---------    ---------
<S>                         <C>         <C>            <C>          <C>
REVENUES                   $  692,288   $  670,944     $2,097,409   $2,442,715

COST OF GOODS SOLD            277,059      193,740        812,398      653,320
                            ---------    ---------      ---------    ---------
GROSS PROFIT                  415,229      477,204      1,285,011    1,789,395
                            ---------    ---------      ---------    ---------
OPERATING EXPENSES:
 Selling, general and
  administrative              356,397      343,809      1,081,789    1,124,544
 Depreciation                  17,010       17,632         55,857       63,115
 Advertising                   15,504       33,476         67,106       74,451
 Maintenance & repairs          2,060        8,386          8,103       23,192
 Loss on gallery closure         --           --             --            941
 Restructuring charge            --        217,438           --        217,438
                            ---------    ---------      ---------    ---------
TOTAL OPERATING EXPENSES      390,971      620,741      1,212,855    1,503,681
                            ---------    ---------      ---------    ---------
OPERATING INCOME (LOSS)        24,258     (143,537)        72,156      285,714
                            ---------    ---------      ---------    ---------
OTHER INCOME (EXPENSE)
 Gain on repurchase of 
  common stock                   --           --             --        356,553
 Interest expense             (32,373)     (50,252)      (100,584)    (149,749)
 Other                         41,207       51,946        122,436      162,501
                            ---------    ---------      ---------    ---------
TOTAL OTHER INCOME              8,834        1,694         21,852      369,305
                            ---------    ---------      ---------    ---------

INCOME (LOSS) BEFORE
  INCOME TAXES                 33,092     (141,843)        94,008      655,019

(PROVISION) CREDIT FOR 
  INCOME TAXES                  2,923       92,356           (487)      (7,444)
                            ---------    ---------      ---------    ---------
NET INCOME (LOSS)          $   36,015   $  (49,487)    $   93,521   $  647,575 
                            =========    =========      =========    =========


EARNINGS (LOSS) PER SHARE:
  Basic                         $ .01        $(.02)         $ .03        $ .19
                                 ====         ====           ====         ====
  Diluted                       $ .01        $(.02)         $ .03        $ .19 
                                 ====         ====           ====         ====


See the accompanying notes to consolidated financial statements. 

</TABLE>
<PAGE>

<TABLE>
                 GALLERY OF HISTORY, INC. and SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS  -  UNAUDITED
______________________________________________________________________________
<CAPTION>
                                                  NINE MONTHS ENDED JUNE 30,
                                                     1998           1997
                                                   --------       --------
<S>                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES: 
  Net Income                                      $  93,521      $ 647,575
  Adjustments to reconcile net income 
   to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                  105,068        109,979
     Gain on exchange of inventory for
       purchase of treasury stock                      --         (356,553)
     Gain on disposal of property                      --           (1,096)
     (Increase) decrease in:
       Prepaid expenses                             (21,988)         3,799
       Accounts receivable                           11,840         67,841
       Documents owned                              261,103        187,954
       Other assets                                  (1,483)       239,144
     (Decrease) increase in:
       Accounts payable                             (40,360)       (10,992)
       Customer deposits                            (21,260)        17,219
       Deferred tax                                   1,842           --
       Accrued and other liabilities                  2,934          8,372
                                                  ---------       --------
Net cash provided by operating activities           391,217        913,242
                                                  ---------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment                      --            2,000
  Purchase of property and equipment                (80,730)       (73,798)
                                                  ---------       --------  
Net cash used in investing activities               (80,730)       (71,798)
                                                  ---------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from bank line of credit                    --          137,500
  Repayments of bank line of credit                    --         (137,500)
  Proceeds from mortgage and notes payable          825,026         55,000
  Repayments of mortgage and notes payable       (1,010,275)      (334,635)
  Repurchase of common stock                        (93,513)      (211,436)
                                                  ---------       --------
Net cash used in financing activities              (278,762)      (491,071)
                                                  ---------       --------
NET INCREASE IN CASH                                 31,725        350,373
CASH, BEGINNING OF PERIOD                            20,095        115,800
                                                  ---------       --------
CASH, END OF PERIOD                              $   51,820      $ 466,173
                                                  =========       ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
For the nine month period ended June 30, 1997:
 (1) Documents with a cost of $1,446,492 were exchanged for shares
     of the Company's common stock valued at $1,803,045.

See the accompanying notes to consolidated financial statements. 
</TABLE>
<PAGE>

                   GALLERY OF HISTORY, INC.  and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 Nine Month Period Ended June 30, 1998 and 1997
_____________________________________________________________________________


     1)  Summary of Significant Accounting Policies

The consolidated financial statements included herein have been prepared 
by Gallery of History, Inc. (the Company), without audit, pursuant to 
the rules and regulations of the Securities and Exchange Commission.  In 
the opinion of management, all adjustments, consisting of normal 
recurring items, necessary for a fair presentation of the results for 
the interim periods have been made.  Certain information and footnote 
disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been 
condensed or omitted pursuant to such rules and regulations.  It is 
suggested that these consolidated financial statements are read in 
conjunction with the financial statements and the notes thereto included 
in the Company's 1997 Annual Report on Form 10-KSB.





     2)  Unclassified Balance Sheet

The Company includes in its financial statements an unclassified balance 
sheet because it believes that such presentation is more meaningful as a 
consequence of the Company's historical policy of acquiring documents in 
excess of its current needs, when feasible, and it is not practicable to 
determine what portion of the documents owned will be sold within the 
next twelve months.





     3)  Repurchase of Common Stock

In October 1996, the Company repurchased 2,659,720 shares of its common 
stock, representing the entire interest of the Company's largest 
shareholder for total consideration of $2,000,000, consisting of 460 
documents valued at $1,803,045 and $196,955 in cash.  The parties 
negotiated the value of the inventory based on an independent expert's 
appraisal.  The book value of the inventory was $1,446,492, resulting in 
a gain on disposition of $356,553.

In May 1997, the Company purchased 5,000 shares of its common stock at a 
price of $2.875.  In September 1997, it purchased 12,000 shares at 
$2.75; in October 1997, it purchased 30,000 at $2.865; in December 1997, 
it purchased 2,500 shares at $2.563 and July 2, 1998, the Company 
purchased 12,500 shares at $3.25.




<PAGE>



     4)  Earnings per Share

The computation of earnings or loss per share is based on the weighted 
average number of shares of common stock outstanding and stock options 
granted that are outstanding, if applicable.

In December 1997, the Company adopted SFAS No. 128, "Earnings per 
Share," effective December 15, 1997.  As a result the Company's reported 
earnings per share for 1997 were restated.  


<TABLE>
<CAPTION>

                                         For the periods ended
                                 June 30, 1997               June 30, 1998
                         ___________________________  ________________________
                          Income    Shares Per-Share  Income  Shares Per-Share
                                            Amount                     Amount
                         ___________________________  ________________________
<S>                     <C>       <C>         <C>    <C>     <C>        <C>

Basic EPS
  Income available to 
    common shareholders  $647,575  3,354,499  $0.19   $93,521 3,210,036  $0.03

Effect of dilutive 
  securities
    Options                 --          --               --      24,853
                         ___________________          _________________
Diluted EPS
  Income available to
    common shareholders
    including assumed
    conversion           $647,575  3,354,499  $0.19   $93,521 3,234,889  $0.03
                         ==========================   ========================


</TABLE>





     5)  Restructuring Charge

The restructuring charge appearing in the period ended June 30, 1997, 
represents the write down of certain assets, principally the Company's 
book inventory.







<PAGE>


                     Part 1 - Item 2  Financial Information
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Liquidity and Capital Resources
-------------------------------

Due to the nature of the Company's inventory of documents owned, the 
Company has presented an unclassified balance sheet (see Note 2 to the
consolidated financial statements).  Accordingly, the traditional measures
of liquidity in terms of changes in working capital are not applicable. 

The increase in net cash provided by operating activities for the 
nine months ended June 30, 1998 was largely due to the decrease in the 
Company's document inventory.  Purchases of documents during the nine 
month period ended June 1998 were approximately $225,000 compared to 
approximately $270,000 for the nine month period ended June 1997.  An 
increase in prepaid expenses is attributed to the prepayment for catalogs in 
process for an upcoming auction.  The Company utilizes the cash provided 
from operations to pay down its mortgage revolving line of credit rather 
than maintaining larger cash balances.  In addition, the Company has 
also utilized cash generated from operations to purchase shares of its 
Common Stock in the open market or privately negotiated transactions.

The Company has available a line of credit from its bank in the 
amount of $100,000 at an interest rate of 1.5% over the prime rate with 
a maturity date of July 15, 1999.  Loans under the line are secured by 
the Company's inventory.  As of June 30, 1998, there was no outstanding 
balance on this line of credit.  In addition, the Company has a reducing 
principal line of credit in the amount of approximately $35,000 as of 
June 30, 1998, with a maturity of March 1999.  The principal is reduced 
by $4,667 a month.  As of June 30, 1998, there were no funds drawn 
against this line of credit.  Any funds drawn bear interest at the 
bank's prime rate plus 1.5%.  In July 1997, the Company's term mortgage 
note was converted to a reducing revolving line of credit in the amount 
of $1,839,523.  The line of credit has a 59 month amortization of 
principal at a 9% interest rate and a balloon payment due at maturity in 
July 2002 in the amount of $1,565,106.  This line of credit is 
collateralized by the Company's headquarters building.  As of June 30, 
1998, there was $592,775 available under this line of credit with a 
mortgage balance of $1,200,327.  As stated above, all excess cash is 
applied against this loan rather than maintaining excessive cash balances.

The Company believes its current cash and working capital requirements will
be satisfied for the near term by revenue generated from operations and
amounts available under the existing lines of credit.  In the event the
Company does not generate sufficient working capital from operations, the
Company will seek alternative equity and/or debt financing, the availability
and terms of which cannot be assured.




<PAGE>




Results of Operations
---------------------
Document revenues increased 3% comparing the quarter period ended 
June 1998 to June 1997.  Revenues decreased 14% for the nine month 
period ended June 30, 1998 compared to the nine month period ended June 
30, 1997.  This nine month period decrease is the result of the closure 
of the Fashion Show Mall gallery in March 1997.  Retail sales decreased 
65% comparing the nine month periods, of which the closure amounted to 
74% of the decrease.  Retail sales amounted to 14% of total sales for 
the nine month period ended June 30, 1998 as compared to 33% of total 
sales for the nine month period ended June 30, 1997.  Auction sales 
increased 14% comparing the quarter periods and 11% comparing the two 
nine month periods.  Both quarter periods had two auctions included; six 
auctions were held in the nine month period ended June 30, 1998 compared 
to five auctions held in the previous year period.

Cost of goods sold increased to 40% of revenues for the three month 
period ended June 30, 1998 compared to 29% of revenues for the three 
month period ended June 30, 1997.  Costs of goods sold were 39% of 
revenues for the nine month period ended June 30, 1998 compared to 27% 
of revenues for June 30, 1997.  The increase is related to the cost of 
printing and mailing the catalogs for the auction sales which amount to 
18% of revenues for the three month period ended June 30, 1998 compared 
to 13% for the three month period ended June 30, 1997.  Catalog costs 
amounted to 16% of revenues for the nine month period ended June 30, 
1998 as compared to 8% for the nine month period ended June 30, 1997.  
The Company is testing new markets in an effort to expand its bidder 
base.  As a result, the Company is printing and mailing a substantial 
number of its catalogs in excess of its proven bidder population.  The 
Company is averaging approximately $30,000 for catalogs and $18,000 in 
mailing cost for each auction held in the current nine month period 
compared to an average catalog cost of approximately $25,000 and mailing 
cost of $10,500 per auction in the previous year nine month period.  The 
document inventory cost portion of total cost of goods sold increased 
slightly due to the greater share of sales at wholesale/auction pricing 
compared to retail pricing.

In the quarter ended June 1997, the Company incurred a $217,438 
restructuring charge due to the change in the nature of its business by 
shifting from retail sales to wholesale/auction sales.  The major 
portion of this charge was a write down in the Company's book inventory, 
that was previously sold through its retail galleries.  Total operating 
expenses, without including the restructuring charge in the comparison, 
decreased 3% to 56% of revenues for the quarter ended June 30, 1998 from 60%
of revenues for the quarter ended June 30, 1997.  Total operating expenses
decreased 6% to 58% of revenues for the nine month period ended June 30, 
1998 compared to 53% of revenues for the nine months ended June 30, 
1997.  The decrease is a result of a decrease in advertising cost and 
repair charges.  Advertising decreased to 2% of revenues for the quarter 
period ended June 30, 1998 compared to 5% for the quarter ended June 30, 
1997.  Advertising costs amount to 3% of revenues for both the nine 
months ended June 1998 and 1997. Maintenance and repair expenses 
decreased 75% comparing the two quarters and decreased 65% comparing the 
nine month periods largely due to the decreased cost of maintaining its 
mainframe computer, which was replaced with a PC client/server network.  
Selling, general and administrative expenses increased 4% and were 51% 
of revenues for the quarter ended June 30, 1998 compared to the quarter 
<PAGE>


ended June 30, 1997.  This increase was largely due to an 11% increase
in salaries comparing the quarters reflecting retroactive pay increases.  
Comparing the nine month periods, selling, general and administrative 
expenses decreased 4% largely due to the closure of the Fashion Show 
Mall gallery in the previous year period.  Rent expense decreased 40%, 
utilities and telephone expenses decreased 32% and property taxes 
decreased 12% comparing the two periods.  In addition, in the previous 
year nine month period, abnormal fees were incurred for professional 
services relating to the stock repurchase transaction.  Depreciation 
expense decreased 4% comparing the three month period ended June 30, 
1998 to June 30, 1997 and 11% comparing the two nine month periods.  The 
decrease was due to the closure of the Las Vegas gallery and equipment 
and leasehold improvements becoming fully depreciated.

Interest expense decreased 36% to 5% of revenues for the three 
month period ended June 30, 1998 from 7% of revenues for the quarter 
ended June 30, 1997.  Interest decreased 33% to 5% of revenues for the 
nine month period ended June 30, 1998 compared to 6% of revenues for the 
nine months ended June 30, 1997.  The decrease is attributed to lower 
average outstanding loan balances in the current period including paying 
down on the term mortgage note that was converted to a revolving line of 
credit.  Included in other income and expense in the previous year 
period was the gain on repurchase of common stock as discussed in Note 3 
to the consolidated financial statements.







                         Part II - Other Information

Item 1-3.	None.

Item 4.		Submission of Matters to a Vote of Security Holders.

	On June 5, 1998, the Company held its annual meeting of shareholders 
for the following purposes:  (1) to elect five Directors to serve until 
the next annual meeting of shareholders; and (2) to approve the appointment
of Arthur Andersen LLP, as the Company's independent auditors for the fiscal
year ending September 30, 1998.

	At the Meeting the following Directors were elected by a vote of 
1,160,648 for and 101 withholding authority:  Todd M. Axelrod, Rod Lynam,
Pamela Axelrod, Roger Croteau and Bernard Duke.  Voting for the appointment
of Arthur Andersen LLP, as the Company's independent auditors, 1,160,680
shares were in favor and 69 shares abstain.


Item 5.		None.

Item 6.		Exhibits and Reports on Form 8-K.

            (a)  Exhibits.  None.
            (b)  Reports on Form 8-K.  None.


<PAGE>





                                  SIGNATURES




In accordance with the requirements of the Securities Exchange Act 
of 1934, the registrant caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.







                                     Gallery of History, Inc.
                                     _______________________________
                                     (Registrant)










Date   July 31, 1998                 /s  Todd M. Axelrod
       ______________________        ________________________________
                                     Todd M. Axelrod
                                     President and
                                     Chairman of the Board
                                     (Principal Executive Officer) 







Date   July 31, 1998                 /s  Rod Lynam
       ______________________        _______________________________
                                     Rod Lynam
                                     Treasurer and Director
                                     (Principal Accounting Officer)