UNITED STATES
                      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, 2004


   [ ]  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 August 1, 2004.



                     Part 1  -  FINANCIAL INFORMATION

             GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES
                     CONSOLIDATED  BALANCE  SHEETS
______________________________________________________________________

                                           JUNE 30,      SEPTEMBER 30,
                                             2004            2003
                                         (Unaudited)
                                          ---------       ----------

               ASSETS
Cash                                     $     6,482     $     2,034
Inventory of documents                     6,457,510       6,303,706
Deferred tax assets                        1,339,842       1,262,819
Property and equipment, net                1,328,969       1,465,499
Other assets                                 144,505         156,290
                                          ----------      ----------
TOTAL ASSETS                             $ 9,277,308     $ 9,190,348
                                          ==========      ==========



            LIABILITIES
Accounts payable                         $    48,004     $    40,124
Notes payable:
  Majority stockholder                     3,657,577       3,158,355
  Other                                    1,499,932       1,545,373
Accrued salaries due to
  majority shareholder                       719,413         486,962
Other liabilities and accruals               124,625          98,073
                                          ----------      ----------
TOTAL LIABILITIES                          6,049,551       5,328,887
                                          ----------      ----------


        STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
  20,000,000 shares authorized;
  11,935,308 shares issued                     5,968           5,968
Additional paid-in-capital                 9,851,655       9,851,655
Accumulated deficit                       (3,621,195)     (2,987,491)
Common stock in treasury,
  6,309,324 shares, at cost               (3,008,671)     (3,008,671)
                                          ----------      ----------
TOTAL STOCKHOLDERS' EQUITY                 3,227,757       3,861,461
                                          ----------      ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                   $ 9,277,308     $ 9,190,348
                                          ==========      ==========




See the accompanying notes to consolidated financial statements.




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

                              THREE MONTHS ENDED        NINE MONTHS ENDED
                                   JUNE 30,                  JUNE 30,
                               2004        2003          2004        2003
                             --------    --------     ---------   ---------

REVENUES                    $ 284,436   $ 305,185    $  872,058  $1,049,847

COST OF GOODS SOLD             39,742      69,166       128,070     288,528
                             --------    --------     ---------   ---------
GROSS PROFIT                  244,694     236,019       743,988     761,319
                             --------    --------     ---------   ---------

OPERATING EXPENSES:
 Selling, general and
  administrative              383,767     419,118     1,141,251   1,159,494
 Depreciation                  36,455      42,779       118,096     127,352
                             --------    --------     ---------   ---------
TOTAL OPERATING EXPENSES      420,222     461,897     1,259,347   1,286,846
                             --------    --------     ---------   ---------

OPERATING LOSS               (175,528)   (225,878)     (515,359)   (525,527)
                             --------    --------     ---------   ---------

OTHER INCOME (EXPENSE)
 Interest expense
   Majority stockholder       (51,641)    (46,356)     (149,282)   (136,424)
   Other                      (33,799)    (35,397)     (101,997)   (106,087)
 Rental income, net            17,675      19,184        55,644      57,922
 Other                             64      24,392           267      26,151
                             --------    --------     ---------   ---------
TOTAL OTHER EXPENSE           (67,701)    (38,177)     (195,368)   (158,438)
                             --------    --------     ---------   ---------

LOSS BEFORE INCOME
 TAX BENEFIT                 (243,229)   (264,055)     (710,727)   (683,965)

INCOME TAX BENEFIT              --         85,333        77,023     228,102
                             --------    --------     ---------   ---------

NET LOSS                    $(243,229)  $(178,722)   $ (633,704) $ (455,863)
                             ========    ========     =========   =========


BASIC AND DILUTED LOSS
 PER SHARE:                     $(.04)      $(.03)        $(.11)      $(.08)
                                 ====        ====          ====        ====

WEIGHTED AVERAGE SHARES
 OUTSTANDING                5,625,984   5,625,984     5,625,984   5,625,984
                            =========   =========     =========   =========



See the accompanying notes to consolidated financial statements.


                 GALLERY OF HISTORY, INC. and SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS  -  UNAUDITED
__________________________________________________________________________
                                              NINE MONTHS ENDED JUNE 30,
                                                 2004           2003
                                               --------       --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                    $(633,704)     $(455,863)
  Adjustments to reconcile net loss
   to net cash used for
   operating activities:
     Depreciation and amortization              140,112        148,809
     (Gain) Loss on disposal of property, net       (64)         1,750
     Common stock issued for services              --             (291)
     (Increase) decrease in:
       Deferred tax assets                      (77,023)      (228,102)
       Inventory of documents                  (153,804)       106,937
       Other assets                              11,785        (2,787)
     (Decrease) increase in:
       Accounts payable                           7,880          6,198
       Accrued expenses and other               259,003        260,588
                                               --------       --------
  Net cash used in operating activities        (445,815)      (162,761)
                                               --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment             (4,036)       (96,074)
  Proceeds from sale of property                    518
                                               --------       --------
Net cash used for investing activities           (3,518)       (96,074)
                                               --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings:
    Majority stockholder                        511,001        327,760
    Other                                       162,000        375,214
  Repayments of borrowings:
    Majority stockholder                        (11,779)       (45,834)
    Other                                      (207,441)      (402,740)
                                               --------       --------
  Net cash provided by financing activities     453,781        254,400
                                               --------       --------

NET INCREASE (DECREASE) IN CASH                   4,448         (4,435)

CASH, BEGINNING OF PERIOD                         2,034         12,494
                                               --------       --------
CASH, END OF PERIOD                           $   6,482      $   8,059
                                               ========       ========


SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during period for interest          $ 251,594      $ 242,511
                                               ========       ========


See the accompanying notes to consolidated financial statements.




                   GALLERY OF HISTORY, INC.  and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
____________________________________________________________________________


Basis of Presentation
---------------------
The consolidated financial statements as of June 30, 2004, and for
the three and nine month periods ended June 30, 2004 and 2003,
included herein have been prepared by Gallery of History, Inc. and
subsidiaries (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 note
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to such rules
and regulations.  It is suggested that these consolidated financial
statements be read in conjunction with the audited financial
statements and the notes thereto included in the Company's 2003
Annual Report on Form 10-KSB, from which the September 30, 2003,
balance sheet information is derived.


Contingency
-----------
The Company has incurred significant operating losses for the past
several years.  Its ability to satisfy its obligations when due has
been largely dependent upon debt financing, including loans from its
majority stockholder.  While management believes the Company's
inventory of historical documents has appreciated significantly,
until sales of such documents in the ordinary course of business can
be increased to a level that sustains profitable operations,
additional borrowings will be needed to enable the Company to
continue its business of selling historical documents to the general
public.






                    Part 1 - Item 2  Financial Information

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward Looking Statements
--------------------------
       This report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
relating to the Company's future operations and prospects, including
statements that are based on current projections and expectations
about the markets in which the Company operates, and management's
beliefs concerning future performance and capital requirements based
upon current available information.  Such statements are based on
management's beliefs as well as assumptions made by and information
currently available to management.  When used in this document, words
like "may", "might", "will", "expect", "anticipate", "believe", and
similar expressions are intended to identify forward looking
statements.  Actual results could differ materially from management's
current expectations.  For example, there can be no assurance that
additional capital will not be required or that additional capital,
if required, will be available on reasonable terms, if at all, at
such times and in such amounts as may be needed by the Company.



Overview
--------
Gallery of History, Inc. and its 100%-owned subsidiaries
(collectively the Company), acquires documents of historical or
social significance and markets these documents to the general public
as discussed later herein.  Except for the cost of documents that are
sold and certain selling expenses, most of the Company's other costs
and expenses are relatively fixed.  While management believes that
the Company's inventory of documents has substantially appreciated,
the Company has been unable to produce sufficient volume of sales to the
general public and has incurred significant operating losses for the
past several years.  (See also discussion of the Company's operating
cycle under "Critical Accounting Estimates, Policies, and Practices,"
below.)  As a result, the Company has been (and will continue to be)
dependent upon debt financing, including loans from its majority
stockholder, to satisfy its obligations when due.

To increase sales and gross profit and decrease selling expenses, the
Company is in the process of reorganizing its methods of distribution
to emphasize internet catalog sales.  The following discussion
highlights the progress that has been made in this regard.  The
Company believes, but there is no assurance, that, as sales increase
through these and other efforts, profitable operations can be
achieved, decreasing and eventually eliminating the Company's
dependence on borrowings to finance its cash flow requirements.

       The unique characteristic of some documents owned may become
rarer with their current market value rising significantly over time.
In many instances the Company has a supply of similar documents that,
if marketed simultaneously, may negatively impact market value.  As a
result, managing the rarity of certain types or categories of
documents through the judicious marketing of only a selection of
documents available in the Company's inventory is an important
element of the Company's business.  This element is one of the
reasons that the Company has accumulated and maintains a supply of
documents that is significantly greater than it intends to sell in a
year or even aggressively market.










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

       Negative cash flows from operations incurred in the first nine
months of fiscal 2004 resulted primarily from the net operating loss
and purchases of additional document inventory.  Document purchases
increased by 56% comparing purchases in the nine month period ended
June 30, 2004 to June 2003.  Historically, the cash flow deficiencies have
been funded primarily from borrowings from the Company's bank line of credit
and from the Company's majority stockholder and president, Todd Axelrod,
which are likely to continue indefinitely.

       The Company plans to improve operating results by taking steps
to increase sales through its direct purchase website, its highest
margin distribution channel.  The Company has seen steady increases
in the revenue produced through this outlet.  Because of the size and
diversity of its inventory, management feels the Company is uniquely
positioned to favorably compete with any, and all, firms offering
similar products.  The Company continues to add much more of its
available inventory to the website.

       The Company believes that its current and long-term cash
requirements will likely be met by appropriately managing the timing
and volume of new document acquisitions, generating revenues from its
operations, drawing amounts under its existing line of credit,
seeking additional borrowings collateralized by its documents
inventory (although there can be no assurance that such financing
will be obtainable on favorable terms or at all) and borrowing
amounts from Mr. Axelrod as required.  Mr. Axelrod has also agreed
not to demand payment on amounts the Company has borrowed and, if
necessary, defer his right to receive interest payments through at
least October 2004.



Critical Accounting Estimates, Policies and Practices
-----------------------------------------------------
       Revenues.  The Company recognizes revenues from document sales
when title passes to the customer upon shipment.  Typically, shipment
does not occur until payment has been received.  Shipping and
handling costs and related customer charges are not significant in relation
to selling prices.  The Company's primary distribution channel over the
past few years has been internally promoted and managed auctions to sell
its documents.  For each item sold through the Company's auctions, a 15%
premium is charged.  Recently, the Company has greatly increased its use of
its website distribution channel to profitably increase sales.  The balance
of the Company's sales is from repeat customers through its corporate office.

       Inventory of documents and operating cycle.  Documents in inventory
are stated at cost, which is determined on a specific-identification method,
not to exceed estimated market value.  Management reviews the recorded cost
and estimated value of the documents owned individually on a regular basis
(at least quarterly) to determine the adequacy of the allowance for
market value declines, if any.  Management believes that any future
changes in such allowance are not likely to have any material effect
on the Company.

       Management believes that the Company's inventory of documents is
generally appreciating, not depreciating, in value.  As a result,
managing the rarity of certain types or categories of documents
through the judicious marketing of only a selection of documents
available in the Company's inventory is an important element of the
Company's business.  This element is one of the reasons that the
Company has accumulated and maintains a supply of documents that is
significantly greater than it intends or expects to aggressively market
or even sell in a year.  Based on an aggregate historical cost,
(not number of documents), only about one-third of the Company's
documents are listed on one or more of the various distribution
channels or displayed for sale.  As the Company's distribution
channels have changed over the years and are expected to continue to
change in the future, the volume of documents marketed in any one
year, or succession of years, changes significantly.  For these
reasons, it has been impractical for the Company to define its
operating cycle and, as a result, the Company presents its balance
sheet on an unclassified basis.  The Company believes that this
presentation better reflects the nature of the Company's business and
its principal asset.

       Over the past several years the cost of the Company's inventory
has ranged from its present level of approximately $6.5 million,
which management believes is a sufficient supply of documents to
provide for managing rarity and its other purposes, to roughly $7.2
million.  Management has no current intention of significantly
changing the composition of its inventory.

       Deferred tax assets.  The Company provides a valuation allowance
against deferred tax assets (primarily associated with tax loss
carryforwards) to the extent that such tax assets are not likely to be
utilized as a result of any gain on the Company's appreciated document
inventory, if sold in bulk.  The hypothetical gain and related tax affect is
estimated based on management's perception of market activity and value and
historical profit margins and trends.  Such estimates are revised quarterly.






Results of Operations
---------------------
       Total revenues decreased 7% for the three month period ended June 30,
2004, compared to June 30, 2003, and revenues decreased 17% for the nine
month period ended June 30, 2004, compared to the nine months ended June 30,
2003.  The decrease in revenues resulted from the decline in the Company's
catalog auction operation.  Comparing the quarter periods, revenues generated
from the Company's auctions decreased 37% (36% of total revenues) for the
quarter ended June 30, 2004, compared to 52% the previous year quarter.  For
the nine month period ended June 30, 2004, these revenues decreased 38%
compared to the previous year nine month period.  The decision to decrease
the use of auctions was based on the increasing frequency of other
competitive auctions.  The Company has also chosen not to consign document
inventory to competing auctions in the current year as it did in the previous
year.  Consigned external auctions amounted to 15% of total revenues
generated in the previous year period.  The competitive nature of the
document auction market, and the resulting decline in document values, has
rendered it difficult for the Company to produce acceptable margins and,
therefore, the Company has discontinued its involvement with external
auctions.  The Company has continued to increase its revenues generated
through the Company's website.  These revenues increased 34% comparing the
quarter periods and increased 62% comparing the nine month periods.  Internet
generated revenues amounted to 49% of total revenues for both the quarter
period and the nine month period ended June 30, 2004.  This compares to 34%
of total revenues during the quarter ended June 30, 2003 and 25% of total
revenues generated in the previous year nine month period.  The Company
continues to enhance its websites and make available a larger selection of
documents.

       The Company continues to realize improved margins as a result of
increasing internet revenues compared to revenues generated from externally
conducted auctions.  Total cost of revenues as a percentage of total sales
decreased 43% to 14% of net sales for the quarter ended June 30, 2004,
compared to 23% of net sales for the quarter ended June 30, 2003.  Total
cost of revenues as a percentage of total sales decreased 56% to 15% of net
sales for the nine month period ended June 30, 2004, compared to 27% of net
sales for the period ended June 30, 2003.

       Total operating expenses decreased 9% comparing the quarter periods
and decreased 2% comparing the nine month periods.  Selling, general, and
administrative expenses decreased 8% comparing the quarter periods and
decreased 2% comparing the nine month periods.  The Company realized a slight
decrease in all its major expenses although it increased advertising expense
with an increase in internet advertisement.  Depreciation costs decreased 15%
comparing the quarters and decreased 7% comparing the nine month periods due
to certain assets that became fully depreciated.




Item 3.		Controls and Procedures.
                Based on their evaluation, as of a date within 90 days of the
                filing date of this form 10-QSB, our Chief Executive Officer
                and Chief Financial Officer have concluded that our disclosure
                controls and procedures (as defined in Rule 13a-14(c) and
                15d-14(c) under the Securities Exchange Act of 1934, as
                amended) are effective.  There have been no significant
                changes in internal controls or in other factors that could
                significantly affect these controls subsequent to the date of
                their evaluation, including any corrective actions with
                regard to significant deficiencies and material weaknesses.





                           Part 2 - Other Information


Item 1-5.	None.

Item 6.		Exhibits and Reports on Form 8-K.
                (a)  Exhibits.
                       Exhibit 31.1 Certification of Chief Executive Officer
                          pursuant to Rule 13a-14(a).
                       Exhibit 31.2 Certification of Chief Financial Officer
                          pursuant to Rule 13a-14(a).
                       Exhibit 32.1 Certification of Chief Executive Officer
                          pursuant to Rule 13a-14(b).
                       Exhibit 32.2 Certification of Chief Financial Officer
                          pursuant to Rule 13a-14(b).

                (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   August 13, 2004          /s/  Todd M. Axelrod
       _________________        _______________________________
                                Todd M. Axelrod
                                President and
                                Chairman of the Board
                                (Principal Executive Officer)



Date   August 13, 2004          /s/  Rod Lynam
       _________________        _______________________________
                                Rod Lynam
                                Treasurer and Director
                                (Principal Financial and Accounting Officer)