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, 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 3,208,434 shares of Common Stock, par value $.001,
outstanding as of May 1, 1998.
<PAGE>

<TABLE>
                   Part 1  -  FINANCIAL INFORMATION


             GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES 
               CONSOLIDATED  BALANCE  SHEETS - UNAUDITED
___________________________________________________________________________
<CAPTION>
                                      MARCH 31,      SEPTEMBER 30,
                                        1998             1997
                                     -----------     ------------
<S>                                 <C>            <C>
               ASSETS 
Cash                                 $    13,413     $    20,095
Accounts receivable                       83,650          59,650
Prepaid expenses                          95,720          50,928
Documents owned                        6,749,331       6,980,816
Land and building-net                  1,455,255       1,454,805
Property and equipment-net               259,367         258,536
Other assets                             172,435         168,636
                                      ----------      ----------
TOTAL ASSETS                         $ 8,829,171     $ 8,993,466
                                      ==========      ==========




            LIABILITIES
Accounts payable                     $    63,461     $    74,409
Notes payable                             56,437          62,600
Mortgage notes payable                 1,273,400       1,376,239
Deposits                                  28,175          49,570
Deferred tax                             145,885         144,043
Accrued and other liabilities            104,848          93,633
                                      ----------      ----------
TOTAL LIABILITIES                      1,672,206       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                     (100,322)       (157,828)
Treasury  stock (2,709,220 and
  2,676,720 shares), at cost          (2,140,994)     (2,047,481)
                                      ----------      ----------
TOTAL STOCKHOLDERS' EQUITY             7,156,965       7,192,972
                                      ----------      ----------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY               $ 8,829,171     $ 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           SIX MONTHS ENDED
                                   MARCH 31,                   MARCH 31,
                               1998         1997           1998         1997
                             --------    ---------      ---------    ---------
<S>                        <C>         <C>            <C>          <C>
REVENUES                    $ 718,015   $1,030,012     $1,405,121   $1,771,771
                             
COST OF GOODS SOLD            281,870      276,943        535,339      459,580
                             --------    ---------      ---------    ---------
GROSS PROFIT                  436,145      753,069        869,782    1,312,191
                             --------    ---------      ---------    ---------
OPERATING EXPENSES:
 Selling, general and
  administrative              413,575      380,294        725,392      780,734
 Depreciation                  19,617       21,090         38,847       45,483
 Advertising                   33,761       29,297         51,602       40,975
 Maintenance & repairs          1,603        7,587          6,043       14,807
 Loss on gallery closure         --            941           --            941
                             --------    ---------      ---------    ---------
TOTAL OPERATING EXPENSES      468,556      439,209        821,884      882,940
                             --------    ---------      ---------    ---------

OPERATING INCOME (LOSS)       (32,411)     313,860         47,898      429,251
                             --------    ---------      ---------    ---------

OTHER INCOME (EXPENSE)
 Gain on repurchase of 
  common stock                   --           --             --        356,553
 Interest expense             (33,429)     (48,816)       (68,211)     (99,497)
 Other                         40,943       52,357         81,229      110,555
                             --------    ---------      ---------    ---------
TOTAL OTHER INCOME              7,514        3,541         13,018      367,611
                             --------    ---------      ---------    ---------

INCOME (LOSS) BEFORE
  INCOME TAXES                (24,897)     317,401         60,916      796,862

(PROVISION) CREDIT FOR 
  INCOME TAXES                 15,390      (99,800)        (3,410)     (99,800)
                             --------    ---------      ---------    ---------
NET INCOME (LOSS)           $  (9,507)  $  217,601     $   57,506   $  697,062 
                             ========    =========      =========    =========


EARNINGS PER SHARE:
  Basic                         $ --         $ .07          $ .02        $ .20
                                 ====         ====           ====         ====
  Diluted                       $ --         $ .07          $ .02        $ .20 
                                 ====         ====           ====         ====


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

<TABLE>
                 GALLERY OF HISTORY, INC. and SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS  -  UNAUDITED
_____________________________________________________________________________
<CAPTION>
                                                  SIX MONTHS ENDED MARCH 31,
                                                     1998           1997 
                                                   --------       --------
<S>                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES: 
  Net Income                                      $  57,506      $ 697,062
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
     Depreciation and amortization                   71,545         76,514
     Gain on exchange of inventory for
       purchase of treasury stock                      --         (356,553)
     Gain on disposal of property                      --           (1,096)
     (Increase) decrease in:
       Prepaid expenses                             (44,792)       (23,491)
       Accounts receivable                          (24,000)        84,653
       Documents owned                              231,485        234,099
       Other assets                                  (3,799)        16,232
     (Decrease) increase in:
       Accounts payable                             (10,948)        (1,426)
       Customer deposits                            (21,395)           985
       Income taxes payable                            --           99,800
       Deferred tax                                   1,842           --
       Accrued and other liabilities                 11,215         15,890
                                                   --------       --------
Net cash provided by operating activities           268,659        842,669
                                                   --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment                      --            2,000
  Purchase of property and equipment                (72,826)      (122,654)
                                                   --------       --------
Net cash used in investing activities               (72,826)      (120,654)
                                                   --------       --------
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          625,026        125,499
  Repayments of mortgage and notes payable         (734,028)      (142,559)
  Repurchase of common stock                        (93,513)      (196,955)
                                                   --------       --------
Net cash used in financing activities              (202,515)      (214,015)
                                                   --------       --------
NET INCREASE (DECREASE) IN CASH                      (6,682)       508,000
CASH, BEGINNING OF PERIOD                            20,095        115,800
                                                   --------       --------
CASH, END OF PERIOD                               $  13,413      $ 623,800
                                                   ========       ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
For the three month period ended December 31, 1996:
 (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
               Six Month Period Ended March 31, 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 and in December 
1997, the Company purchased 2,500 shares at $2.563.






<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
                                March 31, 1997              March 31, 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  $697,062  3,404,073  $0.20   $57,506 3,213,461  $0.02

Effect of dilutive 
  securities
    Options                 --          --               --      20,913
                         ___________________          _________________
Diluted EPS
  Income available to
    common shareholders
    including assumed
    conversion           $697,062  3,404,073  $0.20   $57,506 3,213,889  $0.02
                         ==========================   ========================


</TABLE>



















<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 in the 
first six months of fiscal 1998 was largely due to the decrease in the 
Company's document inventory.  Purchases of documents during the six 
month period were approximately $106,000 in contrast to approximately 
$346,000 for cost of documents sold.  An increase in prepaid expenses is 
attributed to prepayment for catalogs in process for an upcoming 
auction.  Accounts receivable increased due to funds due the Company for 
its March 1998 auction.  The Company utilizes the cash provided from 
operations to pay down its revolving line of credit rather than 
maintaining larger cash balances.

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, 1998.  Loans under the line are secured by 
the Company's inventory.  As of March 31, 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 $45,000 as of 
March 31, 1998, with a maturity of March 1999.  The principal is reduced 
by $4,667 a month.  As of March 31, 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 March 31, 
1998, there was $533,000 available under this line of credit.

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 decreased 30% for the quarter and 21% for the six 
month period ended March 31, 1998 compared to the quarter and six month 
period ended March 31, 1997.  Retail sales declined 87% because of the 
closure of the Fashion Show Mall gallery in the previous year comparing 
the two six month periods.  Retail sales amounted to 5% of total sales 
for the six month period ended March 31, 1998 as compared to 31% of 
total sales in the previous year period.  However, auction sales 
increased 10%, consisting of four auctions for the period ended March 
31, 1998 compared to three auctions for the period ended March 31, 1997.

Cost of goods sold increased to 39 percent of revenues for the 
three month period ended March 31, 1998 compared to 27 percent of 
revenues for the three month period ended March 31, 1997.  Costs were 
38% of revenues for the six month period ended March 31, 1998 compared 
to 26% of revenues for March 31, 1997.  The increase is related to the 
cost of catalogs for the auction sales which amount to 14% of revenues 
for the four auctions held during the six month period ended March 31, 
1998 as compared to 5% of revenues for the three auctions held during 
the six month period ended March 31, 1997.  The Company is increasing 
the mailing of its catalogs and is averaging approximately $30,000 for 
catalogs and $16,000 in mailing cost for each auction held in the 
current six month period compared to an average catalog cost of 
approximately $18,300 and mailing cost of $6,500 per auction in the 
previous year six 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.  

Total operating expenses increased 7% comparing the 1998 quarter to 
the 1997 quarter and total expenses decreased 7% comparing the six month 
periods.  The increase, comparing the quarter periods, related to higher 
advertising and selling expenses.  The decrease, comparing the six month 
periods, was realized largely in selling, general and administrative 
expenses.  Selling, general and administrative expenses increased 9% or 
58% of net sales for the quarter ended March 31, 1998 compared to 37% of 
net sales for the quarter ended March 31, 1997.  This increase was 
largely due to approximately $50,000 the Company has written off as a 
miscellaneous expense for non-authentic material.  Comparing the six 
month periods, selling, general and administrative expenses decreased 
largely due to the closure of the Fashion Show Mall gallery in the 
previous year period.  Rent expense decreased 50%, salaries  and payroll 
taxes decreased 2%, utilities and telephone expenses decreased 32% and 
property taxes decreased 13% comparing the two periods.  In addition in 
the previous year six month period, abnormal fees were incurred for 
professional services relating to the stock repurchase transaction.  
Depreciation expense decreased 7% comparing the three month period ended 
March 31, 1998 to March 31, 1997 and 15% comparing the two six month 
periods.  The decrease was due to the closure of the Las Vegas gallery 
and equipment and leasehold improvements becoming fully depreciated.  
Advertising expenses increased 15% for the quarter ended March 31, 1998 
or 5% of net sales compared to 2% of net sales for the quarter ended 
March 31, 1997.  Advertising increased 26% to 4% of net sales for the 
six month period ended March 31, 1998 compared to 2% of net sales for 
the six month period ended March 31, 1997.  The Company is continuing to 
expand its campaigns to promote its auction operations.  Repair expenses 
decreased 79% comparing the two quarters and decreased 59% comparing the
<PAGE>

six month periods largely due to the decreased cost of maintaining its 
mainframe computer, which was replaced with a PC client/server network.

Interest expense decreased 32% comparing the quarter ended March 
31, 1998 to the quarter ended March 31, 1997 and decreased 31% or 5% of 
net sales for the six month period ended March 31, 1998 compared to 6% 
of net sales for the six months ended March 31, 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 1-5.	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   May 14, 1998                  /s  Todd M. Axelrod
       ______________________        ________________________________
                                     Todd M. Axelrod
                                     President and
                                     Chairman of the Board
                                     (Principal Executive Officer) 




Date   May 14, 1998                  /s  Rod Lynam
       ______________________        _______________________________
                                     Rod Lynam
                                     Treasurer and Director
                                     (Principal Accounting Officer)