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   March 31, 2001

     [ ]  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 5,625,984 shares of Common Stock, par value $.0005,
outstanding as of May 1, 2001.





                   Part 1  -  FINANCIAL INFORMATION

             GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES
                     CONSOLIDATED  BALANCE  SHEETS
______________________________________________________________________
                                           MARCH 31,    SEPTEMBER 30,
                                             2001           2000
                                          UNAUDITED
                                         -----------     ------------
               ASSETS

Cash                                     $     7,476     $    30,138
Accounts receivable                           15,957          60,388
Prepaid expenses                              55,059          39,210
Documents owned                            6,939,480       7,176,068
Land and building-net                      1,303,737       1,328,990
Property and equipment-net                   523,520         584,260
Other assets                                 127,756         131,329
                                          ----------      ----------
TOTAL ASSETS                             $ 8,972,985     $ 9,350,383
                                          ==========      ==========



            LIABILITIES

Accounts payable                         $    33,348     $    41,386
Notes payable                              1,627,900       1,732,190
Indebtedness to related parties            1,983,905       1,801,890
Deposits                                      12,449          11,448
Accrued and other liabilities                151,976         125,899
                                          ----------      ----------
TOTAL LIABILITIES                          3,809,578       3,712,813
                                          ----------      ----------


        STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
  20,000,000 shares authorized;
  11,935,308 shares issued
  and outstanding                              5,968           5,968
Additional paid-in-capital                 9,725,466       9,715,750
Deferred compensation                       (105,741)       (183,992)
Accumulated deficit                       (1,453,615)       (891,485)
Common stock in treasury (6,309,324
   shares), at cost                       (3,008,671)     (3,008,671)
                                          ----------      ----------
TOTAL STOCKHOLDERS' EQUITY                 5,163,407       5,637,570
                                          ----------      ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                   $ 8,972,985     $ 9,350,383
                                          ==========      ==========




See the accompanying notes to consolidated financial statements.
-----------------------------------------------------------------------------


              GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
_____________________________________________________________________________

                              THREE MONTHS ENDED           SIX MONTHS ENDED
                                   MARCH 31,                   MARCH 31,
                               2001        2000            2001        2000
                             --------    --------        --------    --------

REVENUES                    $ 323,255   $ 574,313       $ 635,641   $ 995,610

COST OF GOODS SOLD            154,979     230,242         296,750     434,511
                             --------    --------        --------    --------
GROSS PROFIT                  168,276     344,071         338,891     561,099
                             --------    --------        --------    --------

OPERATING EXPENSES:
 Selling, general and
  administrative              355,431     325,502         706,208     660,614
 Depreciation                  36,707      29,431          80,439      54,027
 Advertising                    8,802       8,800          17,441      17,913
 Maintenance & repairs          8,605       9,262          17,651      12,961
                             --------    --------        --------    --------
TOTAL OPERATING EXPENSES      409,545     372,995         821,739     745,515
                             --------    --------        --------    --------

OPERATING LOSS               (241,269)    (28,924)       (482,848)   (184,416)
                             --------    --------        --------    --------

OTHER INCOME (EXPENSE)
 Interest expense             (80,290)    (66,321)       (161,696)   (121,852)
 Other                         33,184      18,725          82,414      35,440
                             --------    --------        --------    --------
TOTAL OTHER EXPENSE           (47,106)    (47,596)        (79,282)    (86,412)
                             --------    --------        --------    --------
LOSS BEFORE INCOME TAXES     (288,375)    (76,520)       (562,130)   (270,828)

PROVISION FOR INCOME TAX         --          --              --          --
                             --------    --------        --------    --------

NET LOSS                    $(288,375)  $ (76,520)      $(562,130)  $(270,828)
                             ========    ========        ========    ========




LOSS PER SHARE:
  Basic                         $(.05)      $(.01)          $(.10)      $(.05)
                                 ====        ====            ====        ====
  Diluted                       $(.05)      $(.01)          $(.10)      $(.05)
                                 ====        ====            ====        ====





See the accompanying notes to consolidated financial statements.
------------------------------------------------------------------------------


                 GALLERY OF HISTORY, INC. and SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS  -  UNAUDITED
__________________________________________________________________________
                                           SIX MONTHS ENDED MARCH 31,
                                              2001           2000
                                            --------       --------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                 $(562,130)     $(270,828)
  Adjustments to reconcile net loss
   to net cash used for
   operating activities:
     Depreciation and amortization           106,360         87,053
     Gain on disposal of property            (20,773)          --
     Common stock issued for services         72,520           --
     (Increase) decrease in:
       Accounts receivable                    44,431        186,904
       Prepaid expenses                      (15,849)       (18,422)
       Documents owned                       108,457       (200,717)
       Other assets                            3,573          3,600
     (Decrease) increase in:
       Accounts payable                       (8,038)       (98,217)
       Deposits                                1,001          2,313
       Accrued and other liabilities          26,077         27,446
                                            --------       --------
Net cash used for operating activities      (244,371)      (280,868)
                                            --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment         (40,594)       (82,574)
  Proceeds from sale of property              23,094           --
                                            --------       --------
Net cash used for investing activities       (17,500)       (82,574)
                                            --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings from credit
    facilities and related parties           239,209        213,039
  Repurchase of common stock                    --          (81,118)
                                            --------       --------
Net cash provided by financing activities    239,209        131,921
                                            --------       --------

NET DECREASE IN CASH                         (22,662)      (231,521)
CASH, BEGINNING OF PERIOD                     30,138        258,263
                                            --------       --------
CASH, END OF PERIOD                        $   7,476      $  26,742
                                            ========       ========

SUPPLEMENTAL SCHEDULE OF NON-CASH OPERATING AND INVESTING ACTIVITIES:
For the six month period ended March 31, 2001:
  (1)  Documents with a net cost of $128,131 were exchanged for a reduction
       in related party debt of $143,578.
  (2)  Sale of property included a note paid in full in the amount of $17,906.



See the accompanying notes to consolidated financial statements.
------------------------------------------------------------------------------

                   GALLERY OF HISTORY, INC.  and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              Six Month Period Ended March 31, 2001 and 2000
_____________________________________________________________________________

     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 2000 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 fiscal 2000, the Company purchased 22,500 shares of its common stock
at an average price of $3.61 a share.

     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.  To derive basic earnings
per share, the weighted average number of shares outstanding for the
quarter periods ended March 31, 2001 and 2000 were 5,559,318 and
5,525,984, respectively.  The weighted average number of shares
outstanding for the six months ended March 31, 2001 and 2000 were
5,559,318 and 5,526,475, respectively.  Because of the Company's loss,
no potential dilution has been considered; therefore the weighted
average number of shares for diluted earnings per share is the same as
the basic earnings per share.

5)	Restricted Common Stock
In April 2000, the Company entered into a consultant agreement with an
expert investment banker and money manager.  As compensation for the
consulting services rendered, the Company has issued 100,000 restricted
shares of its common stock which will vest over the three year term of
the agreement.  As of March 31, 2001, 33,333 shares have vested and the
remaining 66,667 shares are restricted.  The total 100,000 shares have
been included in the Common Stock Issued and Outstanding presented in
the Company's Balance Sheet.  Additionally, $105,741 of deferred
compensation was recorded to reflect the unvested balance of the shares
as of March 31, 2001.





                   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 Company incurred a decrease in cash provided by operating
activities in its six month period ended March 31, 2001, largely due to
the net operating loss.  Offsetting the operating loss, the Company
realized a decrease in document inventory and accounts receivable.
Purchases of document inventory totaled approximately $40,000 for the
six month period ended March 31, 2001 compared to approximately $420,000
for the six month period ended March 31, 2000.

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, 2001.  Loans under the line are secured by
the Company's inventory.  As of March 31, 2001, the Company had
available $100,000 on this line of credit.  In March 1999, the Company
borrowed $1,000,000 from Mr. Axelrod.  This note is due April 30, 2002,
with interest payments monthly at a rate of 8%.  The purpose of this
note was to reduce the Company's outstanding line of credit and to
finance its stock repurchase program.  The Company has also borrowed
additional funds during the period, when necessary, from Mr. Axelrod.
The Company pays the same interest rate as its bank revolving line of
credit and has an outstanding balance of $983,905 as of March 31, 2001
on these additional borrowed funds.

In November 2000, Todd Axelrod acquired 157 documents from the
Company for his personal use.  The cost of the documents amounted to
$140,131.  The Company obtained an outside specialist to perform an
independent appraisal of the documents involved.  The amount of the
appraisal was $152,500.  This amount was offset against debt owing Mr.
Axelrod by the Company.  The Company also purchased three documents from
Mr. Axelrod for a cost to the Company of $12,000.  The three documents
had an appraised value of $18,000.  In addition to reducing the
Company's debt to Mr. Axelrod, this transaction also reduced its framed
document inventory that was produced for the gallery operations that
have since been discontinued.  Currently, the majority of the Company's
sales through its auction operations are unframed documents.

The Company believes that, by appropriately managing the timing and
amount of additional document acquisitions and generating new revenues
from its headquarters operations, the Company's 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, and inventory management techniques that have been utilized
in the past.




Results of Operations
---------------------

Document revenues decreased 44% comparing the three month periods
ended March 31, 2001 to March 31, 2000 and decreased 36% comparing the
two six month periods ended March 31, 2001 to March 31, 2000.  Auction
sales decreased 53% comparing the three month period ended March 31,
2001 to the three month period ended March 31, 2000.  Auction sales
decreased 43% comparing the two six month periods ended March 31, 2001
to March 31, 2000.  The decrease is the results of increased competition
in the auction market and the economy slowdown in general.  The average
number of winning bidders decreased 14% comparing the four auctions in
the two six month periods.  The number of units sold decreased 28%
comparing the six month periods.  Retail sales generated out of the
headquarters operation increased 111% comparing the quarter periods and
increased 54% comparing the six month period ended March 31, 2001 to
March 31, 2000.  Retail sales were 17% of total sales for the six month
period ended March 31, 2001 compared to 7% of total sales for the six
month period in 2000.  The increase can be attributed to the increased
exposure on the internet in addition to increased traffic at the
headquarters' gallery.  Also, in February 2001, the Company started
testing the possibility of selling items on eBay.  During the three
month period ended March 31, 2001, eBay sales amounted to 20% of total
retail sales.

Total cost of revenues increased to 48% of revenues for the quarter
ended March 31, 2001 compared to 40% of revenues for the quarter ended
March 31, 2000.  For the six month periods, cost of revenues increased
to 47% of revenues for 2001 compared to 44% of revenues for 2000.  The
increase is due to the decrease in revenues which increased the cost of
auction catalogs as a percentage of revenues.  Document costs decreased
to 22% of revenues for the quarter period ended March 31, 2001 compared
to 23% of revenues for the quarter ended March 31, 2000.  Comparing the
six month periods, document costs were 21% of revenues for 2001 down
from 24% of revenues for 2000.  Cost of catalogs increased to 26% of
revenues for the current quarter 2001 compared to 17% of revenues for
the previous year quarter.  For the six month periods, cost of catalogs
amount to 26% of revenues in 2001 compared to 20% of revenues for 2000.
The Company had decreased the number of mailing of catalogs by 10% and
the total cost of catalogs decreased by 18% comparing the two six month
periods.

Total operating expenses increased 10% for both the three month
period and the six month period ended March 31, 2001 compared to March
31, 2000.  Selling, general and administrative expenses increased 9%
comparing the quarter periods and increased 7% comparing the six month
periods.  The increase is largely due to increases in insurance premiums
and professional fees.  The Company has experienced an increase in its
medical insurance premiums for additional covered employees in addition
to a premium increase resulting from expanded document inventory
coverage.  Professional fees increased due to a consultant agreement
that the Company had entered into - see note 5 to Notes to Consolidated
Financial Statements.  Depreciation increased 25% to 11% of revenues
for the quarter ended March 31, 2001 compared to 5% of revenues for the
quarter ended March 31, 2000.  For the six month periods, depreciation
increased 49% to 13% of revenues for 2001 compared to 5% of revenues for
2000.  The increase is largely due to a complete rewrite of its
inventory system software and the creation of auction software which is
currently being amortized.  Maintenance and repair expenses decreased
slightly comparing the quarter period and increased to 3% of revenues
for the six month period ended March 31, 2001 compared to 1% of revenues
for the six month period ended March 31, 2000.  The increase in the six
month period is attributed to the Company utilizing an outside
specialist to maintain its computer systems.  This service has been
renegotiated in the current quarter reducing the cost to the Company.

Interest expense increased 21% comparing the quarter periods and
33% comparing the six month periods.  The increase is a result of higher
outstanding loan balances that were utilized to finance the Company's
operations.  Other income is largely the result of the rental operation
for the Company's headquarters building.  The increase in the current
period is a result of a lease buyout option that was exercised.
















                         Part II - Other Information



Item 1-5.	None.

Item 6.		Exhibits and Reports on Form 8-K.
                (a)  Exhibits.
                     (27)  Financial Data Schedule.
                (b)  Reports on Form 8-K.     None.





















                                  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   May 15, 2001                  /s  Todd M. Axelrod
       ______________________        ________________________________
                                     Todd M. Axelrod
                                     President and
                                     Chairman of the Board
                                     (Principal Executive Officer)



Date   May 15, 2001                  /s  Rod Lynam
       ______________________        _______________________________
                                     Rod Lynam
                                     Treasurer and Director
                                     (Principal Accounting Officer)