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   December 31, 1999

   [ ]  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 5,525,984 shares of Common Stock, par value $.0005,
outstanding as of February 1, 2000.


<PAGE>


<TABLE>
                     Part 1  -  FINANCIAL INFORMATION

             GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES
                     CONSOLIDATED  BALANCE  SHEETS
______________________________________________________________________
<CAPTION>
                                     DECEMBER 31,    SEPTEMBER 30,
                                         1999           1999
                                      UNAUDITED
                                     -----------     ------------
<S>                                  <C>             <C>
               ASSETS
Cash                                 $    10,751     $   258,263
Accounts receivable                       21,816         204,492
Prepaid expenses                          91,928          35,808
Documents owned                        6,997,867       6,768,573
Land and building-net                  1,366,870       1,379,496
Property and equipment-net               475,261         467,834
Other assets                             133,551         136,796
                                      ----------      ----------
TOTAL ASSETS                         $ 9,098,044     $ 9,251,262
                                      ==========      ==========



            LIABILITIES
Accounts payable                     $   129,545     $   177,867
Notes payable                          1,736,310       1,596,621
Indebtedness to related parties        1,000,000       1,000,000
Deposits                                  29,795          21,154
Deferred tax                             171,011         171,011
Accrued and other liabilities            101,595          79,395
                                      ----------      ----------
TOTAL LIABILITIES                      3,168,256       3,046,048
                                      ----------      ----------


        STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
  20,000,000 shares authorized;
  11,835,308 shares issued
  and outstanding                          5,918           5,918
Additional paid-in-capital             9,392,363       9,392,363
Accumulated deficit                     (459,822)       (265,514)
Common stock in treasury (6,309,324
   and 6,286,824 shares), at cost     (3,008,671)     (2,927,553)
                                      ----------      ----------
TOTAL STOCKHOLDERS' EQUITY             5,929,788       6,205,214
                                      ----------      ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY               $ 9,098,044     $ 9,251,262
                                      ==========      ==========
<FN>
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
                                              DECEMBER 31,
                                          1999           1998
                                       ---------      ---------
<S>                                   <C>            <C>
REVENUES                              $  421,296     $  628,502

COST OF REVENUES                         204,269        237,641
                                       ---------      ---------
GROSS PROFIT                             217,027        390,861
                                       ---------      ---------

OPERATING EXPENSES:
  Selling, general and administrative    335,112        357,483
  Depreciation                            24,596         16,459
  Advertising                              9,113         18,718
  Maintenance and repairs                  3,699          1,635
                                       ---------      ---------
TOTAL OPERATING EXPENSES                 372,520        394,295
                                       ---------      ---------

OPERATING LOSS                          (155,493)        (3,434)
                                       ---------      ---------

OTHER INCOME (EXPENSE):
  Interest expense                       (55,531)       (44,222)
  Other                                   16,716         19,586
                                       ---------      ---------
TOTAL OTHER EXPENSE                      (38,815)       (24,636)
                                       ---------      ---------

LOSS BEFORE INCOME TAXES                (194,308)       (28,070)

CREDIT FOR INCOME TAXES                     --            8,161
                                       ---------      ---------

NET LOSS                              $ (194,308)    $  (19,909)
                                       =========      =========




LOSS PER SHARE:
  Basic                                    $(.04)          $ --
  Diluted                                  $(.04)          $ --



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


<TABLE>
                 GALLERY OF HISTORY, INC. and SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS  -  UNAUDITED
___________________________________________________________________________
<CAPTION>
                                        THREE MONTHS ENDED DECEMBER 31,
                                              1999           1998
                                            --------       --------
<S>                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                 $(194,308)      $(19,909)
  Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
     Depreciation and amortization            41,109         32,973
     (Increase) decrease in:
       Prepaid expenses                      (56,120)        (8,054)
       Accounts receivable                   182,676        205,947
       Documents owned                      (229,294)        14,333
       Other assets                            3,245         (1,035)
     (Decrease) increase in:
       Accounts payable                      (48,322)        (3,932)
       Deposits                                8,641         (2,632)
       Deferred tax                             --           (7,293)
       Accrued and other liabilities          22,200         31,437
                                            --------        -------
Net cash provided by (used for)
   operating activities                     (270,173)       241,835
                                            --------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment         (35,910)       (21,145)
                                            --------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                614,000        691,520
  Repayments of notes payable               (474,311)      (481,758)
  Repurchase of common stock                 (81,118)      (433,020)
                                            --------        -------
Net cash used in financing activities         58,571       (223,258)
                                            --------        -------

NET INCREASE (DECREASE) IN CASH             (247,512)        (2,568)

CASH, BEGINNING OF PERIOD                    258,263         15,069
                                            --------        -------
CASH, END OF PERIOD                        $  10,751      $  12,501
                                            ========        =======






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


                   GALLERY OF HISTORY, INC.  and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               Three Month Period Ended December 31, 1999 and 1998
_____________________________________________________________________________

     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 1999 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 1999, the Company purchased 576,584 shares of its common stock
at an average price of $.86 a share.  In October 1999, the Company
purchased 22,500 shares of its common stock at an average price of $3.61
a share.  Some of these purchases were made in the open market and
others were privately negotiated transactions.

     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 average number of shares outstanding for the three months
ended December 31, 1999 and 1998 were 5,526,962 and 5,596,756,
respectively.  Because of the loss situation, no potential dilution has
been considered, therefore the average number of shares for diluted
earning per share is the same as the basic earning per share.

5) Stock Split
The Company declared a two-for-one stock split for its shareholders of
record as of December 24, 1998.  The distribution was made January 8,
1999.  All common stock numbers presented herein have been restated to
reflect the stock split.







<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 Company incurred a decrease in cash provided by operating
activities in its first quarter resulting from the net loss and an
increase in the purchasing of new document inventory.  Document
inventory purchases increased during the quarter due to favorable buying
opportunities.  A decrease in accounts receivable resulted from the
timing of auctions held.  In October 1999, the Company purchased 22,500
shares of its Common Stock for $3.61 a share.  The Company has utilized
its bank lines of credit to finance its operations and common stock
repurchase.

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, 2000.  Loans under the line are secured by
the Company's inventory.  As of December 31, 1999, there was no
outstanding balance on this line of credit.  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 of the then current balance.  This line of
credit is collateralized by the Company's headquarters building.  As of
December 31, 1999, there was approximately $5,000 available under this
line of credit with a principal balance of $1,703,466.  All excess cash
is applied against this loan rather than maintaining excessive cash
balances.  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 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.




Results of Operations
---------------------
Document revenues decreased 33% for the current quarter compared to
the quarter ended December 31, 1998.  Retail revenues decreased 28%
comparing the two quarters ended December 1999 to 1998, however, both
periods resulted in approximately 9% of total revenues.  Auction
revenues decreased 33% comparing the quarters with both quarter periods
<PAGE>

consisting of two auctions.  In the previous quarter period, the Company
had several customers purchasing large quantities of documents; those
larger sales were not realized in the current quarter auctions.  The
proximity of the current quarter auctions could have resulted in a
reduced interest among the Company's customers; an auction was held in
November 1999 and another in December 1999, rather than the normal six
weeks separation between auctions.  Furthermore, the competition is
increasing with auctions becoming commonplace on the internet.

Cost of goods sold increased from 38% of net revenues for the
quarter ended December 1998 compared to 49% of net revenues for the
quarter ended December 1999.  Document costs remained consistent at 24%
of net revenues for the two quarter periods.  Cost of catalogs increased
17% comparing the quarter ended December 1999 to 1998 or 25% of net
revenues for 1999 compared to 14% of net revenues for 1998.  The
increase is due to enhancements in the printing of the catalogs.

Total operating expenses decreased 6% comparing the quarter ended
December 31, 1999 to December 31, 1998.  Selling, general and
administrative expenses decreased 6% comparing the quarter periods.  The
decrease is attributed to a decrease in salaries and rent expense
related to the closure of the Company's retail gallery in Washington,
D.C. in January 1999.  Depreciation expense increased by 49% comparing
the quarter ended December 31, 1999 to December 31, 1998 as a result of
the Company's expanded computer equipment and software acquisitions.  The
added computer equipment also resulted in an increase in repair and
maintenance expenses.  Advertising decreased 51% for the quarter ended
December 1999 compared to December 1998.  Because of the increased
number of catalog mailings, the Company has scaled back its auction
advertising expenditure.

Interest expense increased 26% for the quarter ended December 31,
1999 compared to December 31, 1998.  The increase is a result of higher
outstanding loan balances on the Company's lines of credit, which was
drawn on to finance its operations and the purchase of its common stock.
Other income is largely the result of the rental operation for the
Company's headquarters building.  The decrease comparing the periods was
a result of a reduction in leased square footage to outside tenants.









                       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.
<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   February 14, 2000              /s  Todd M. Axelrod
       ______________________        ________________________________
                                     Todd M. Axelrod
                                     President and
                                     Chairman of the Board
                                     (Principal Executive Officer)



Date   February 14, 2000              /s  Rod Lynam
       ______________________        _______________________________
                                     Rod Lynam
                                     Treasurer and Director
                                     (Principal Accounting Officer)