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, 1996

   [  ]  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 3,257,934 shares of Common Stock, par value $.001,
outstanding as of February 1, 1997.





<PAGE>

<TABLE>
                   Part 1  -  FINANCIAL INFORMATION


             GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES 
               CONSOLIDATED  BALANCE  SHEETS - UNAUDITED
______________________________________________________________________
<CAPTION>
                                   DECEMBER 31,   SEPTEMBER 30,
                                       1996           1996
                                   -----------    -------------
<S>                               <C>             <C>
               ASSETS
Cash                              $   159,454     $   115,800
Prepaid expenses                      109,895          53,198
Accounts receivable                    78,954          98,301
Documents owned                     7,127,462       8,677,725
Land and building-net               1,490,645       1,484,292
Property and equipment-net            175,418         194,232
Other assets                          397,859         403,786
                                   __________      __________
TOTAL ASSETS                      $ 9,539,687     $11,027,334
                                   ==========      ==========



            LIABILITIES
Accounts payable                  $   112,888     $    84,117
Notes payable                         165,008         196,889
Indebtedness to related parties        92,631          42,615
Mortgage notes payable              1,863,280       1,874,765
Deposits                               27,313          30,073
Accrued and other liabilities          90,934          90,703
                                   __________      __________
TOTAL LIABILITIES                   2,352,054       2,319,162
                                   ----------      ----------


        STOCKHOLDERS' EQUITY 
Common stock: $.001 par value;
  10,000,000 shares authorized; 
  5,917,654 shares issued;
  3,257,934 and 5,917,654
  outstanding                           5,918           5,918
Additional paid-in-capital          9,392,363       9,392,363
Common stock in treasury 
  (2,659,720 shares)               (2,000,000)           --  
Accumulated deficit                  (210,648)       (690,109)
                                   __________      __________
TOTAL STOCKHOLDERS' EQUITY          7,187,633       8,708,172
                                   ----------      ----------
                                 
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY            $ 9,539,687     $11,027,334
                                   ==========      ==========

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, 
                                              1996          1995   
                                           ---------     --------- 
<S>                                       <C>           <C>
REVENUES                                  $  741,759    $  635,622

COST OF REVENUES                             182,637       170,911 
                                            --------      --------
GROSS PROFIT                                 559,122       464,711
                                            --------      --------

OPERATING EXPENSES:
 Selling, general and administrative         400,441       358,157 
 Depreciation                                 24,393        37,016 
 Advertising                                  11,678         9,712 
 Maintenance and repairs                       7,219         6,791 
 Loss on gallery closure                        --           5,676
                                            --------      --------
 TOTAL OPERATING EXPENSES                    443,731       417,352 
                                            --------      --------

OPERATING INCOME                             115,391        47,359
                                            --------      --------

OTHER INCOME (EXPENSE):
 Gain on repurchase of common stock          356,553          --
 Interest expense                            (50,681)      (58,833)
 Other                                        58,198        52,687
                                            --------      --------
 TOTAL OTHER INCOME (EXPENSE)                364,070        (6,146)
                                            --------      --------

INCOME BEFORE INCOME TAXES                   479,461        41,213

PROVISION FOR INCOME TAXES                      --             100 
                                            --------      --------

NET INCOME                                $  479,461    $   41,113
                                            ========      ========



EARNINGS PER SHARE                             $ .14         $ .01 
                                                ====          ====




   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,
                                              1996           1995
                                            --------       --------
<S>                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                $ 479,461     $  41,113
  Adjustments to reconcile net income 
   to net cash provided from (used in)
   operating activities:
     Depreciation and amortization             39,759        52,080
     Gain on exchange of inventory for
       purchase of treasury stock            (356,553)         --
     Loss on disposal of property                --           3,437
     (Increase) decrease in:
       Prepaid expenses                       (56,697)      (21,433)
       Accounts receivable                     19,347          --
       Documents owned                        103,771        98,933
       Other assets                             5,927       (27,049)
     (Decrease) increase in:
       Accounts payable                        28,771        32,318
       Customer deposits                       (2,760)     (130,753)
       Accrued and other liabilities              231        21,337
                                             --------      --------
Net cash provided by operating activities     261,257        69,983
                                             --------      --------

CASH FLOWS USED FOR INVESTING ACTIVITIES:
  Purchase of property and equipment          (27,298)      (78,722)
                                             --------      --------  

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from bank line of credit           137,500          --
  Repayments of bank line of credit          (137,500)         --
  Proceeds from notes payable                  55,486          --
  Repayments of mortgage and notes payable    (48,836)      (59,564)
  Repurchase of common stock                 (196,955)         --
                                             --------      --------
  Net cash used in financing activities      (190,305)      (59,564)
                                             --------      --------
NET INCREASE (DECREASE) IN CASH                43,654       (68,303)
CASH, BEGINNING OF PERIOD                     115,800       171,295
                                             --------      --------
CASH, END OF PERIOD                        $  159,454     $ 102,992
                                             ========      ========

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
         Three Month Period Ended December 31, 1996 and 1995
_______________________________________________________________


     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 be read in conjunction with the financial 
statements and the notes thereto included in the Company's 1996 
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 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)  Earnings (Loss) 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.  The average number of 
shares of outstanding common stock for the three months ended December 
31, 1996 and 1995 was 3,356,875 and 5,917,654, respectively.



     4)  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 value 
of the inventory was negotiated by the parties 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.




<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 1 to the consolidated financial statements).  Accordingly, the 
traditional measures of liquidity in terms of changes in working 
capital are not applicable.

	Net cash provided by operating activities exceeded net cash used 
for operating activities for the three month period ended December 31, 
1996 largely due to the increase in net income for the current period. 
In addition, deposits from customers decreased during the three month 
period ended December 31, 1996 due to the elimination of deposits 
received and held for future auction sales in the prior periods.  The 
Company realized a decrease in its document inventory resulting from 
an increase in sales in the current quarter.  Prepaid expenses 
increased in the current quarter resulting from the prepayment of 
officers' bonuses.

        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, 1997.  Loans under the line are 
secured by the Company's inventory.  As of December 31, 1996, there 
was no outstanding balance on 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 line 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
---------------------
	In December 1996, the Company had its first mail/phone/fax 
auction at it headquarters location.  This resulted in sales revenue 
of $384,487.  These two events resulted in an increase in sales of 17% 
comparing the quarter ended December 1996 to December 1995.  Retail 
sales for the quarter decreased 42% comparing 1996 to 1995.  The 
closure of the Dallas, Texas gallery accounted for 62% of this 
decrease. 

       Cost of goods sold decreased as a percentage of net sales from 
27% for the period ended December 31, 1995 to 25% for the period ended 
December 31, 1996.  Cost of goods sold for the auction amounted to 25% 
of the auction net sales, of which 5% of this cost was attributed to 
the cost of the catalog.  Cost of retail sales decreased slightly for 
the current quarter, 24% of net sales for the period ended December 
31, 1996 as compared to 26% of net sales for the period ended December
31, 1995.  The resulting gross profit increased 20% comparing December 
1996 to 1995.
<PAGE>

	Total operating expenses increased 6% for the quarter ended 
December 31, 1996 which was 60% of net sales as compared to the 
quarter ended December 31, 1995 which amounted to 66% of net sales. 
Selling, general and administrative expense increased 12% comparing 
the quarter periods.  Abnormal fees were incurred for professional 
services, which increased 242% for the current quarter compared to the 
previous quarter due to the stock repurchase transaction.  Salaries 
and related payroll taxes and benefits increased 13% comparing the 
quarters due to increased salaries for the auction operation and 
computer programming for the Company's PC conversion.  Depreciation 
expense decreased 34% for the three month period ended December 31, 
1996 to 3% of net sales compared to the three month period ended 
December 31, 1995 which was at 6% of net sales.  The decrease can be 
attributed to a reduction of furnishings and equipment largely due to 
the closure of the Dallas gallery.  Advertising expenses increased 20% 
in the current quarter as compared to the previous year quarter.  The 
Company has initiated advertising programs to promote its auction 
operations.  Repair expenses increased 6% comparing the two quarter 
periods largely due to the increased cost of maintaining its mainframe 
computer which will soon be replaced with a PC client/server network.

	Interest expense decreased 14% for the three month period ended 
December 31, 1996 compared to the previous year periods.  The decrease 
in interest expense can be attributed to lower average outstanding 
loan balances in the current period.  Included in selling, general and 
administrative expenses is 50% of the operating cost to maintain the 
headquarters building.  This percentage is the approximate percentage 
of leasable space of the building occupied by the Company's 
headquarters operation.  The remaining building operating expenses 
plus the rental revenues realized are offset and included in other 
income and expense.  This amounted to approximately $65,000 operating 
profit for the three month period ended December 31, 1996 as compared 
to approximately $45,000 operating profit for the three month period 
ended December 31, 1995.  The increase is due to an increase in the 
square footage leased in addition to increased rents.







                          Part II - Other Information
Item 1-5.	None.

Item 6.         Exhibits and Reports on Form 8-K.
                --------------------------------
               (a) Exhibits

               10.6  Agreement and Release dated October 11, 1996
                     between Ethelmae Stuart Haldan, as trustee of
                     the Ethelmae S. Haldan Trust dated March 30,
                     1987, and Gallery of History, Inc.
                     (Incorporated by reference to exhibit 10.6 to
                     the Company's annual report on Form 10-KSB
                     for the year ended September 30, 1996.

               (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 10, 1997       /s  Todd M. Axelrod
       -----------------       -----------------------------
                               Todd M. Axelrod
                               President and
                               Chairman of the Board
                               (Principal Executive Officer) 






Date   February 10, 1997       /s  Rod Lynam
       -----------------       -----------------------------
                               Rod Lynam
                               Treasurer and Director
                               (Principal Accounting Officer)