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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended August 31, 1996

[X]  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:  000-24452

                                RMS TITANIC, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)


           Florida                                       59-2753162
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(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

17 Battery Place, Suite 203, New York, NY                     10004
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(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: (212) 558-6300
                                                    ---------------


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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. Yes X   No
                                             ---     ---

         The number of shares outstanding of the registrant's common stock on
October 18, 1996 was 16,137,119.


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         The Quarterly Report on Form 10-Q for the quarterly period ended August
31, 1996 is amended by this Form 10-Q/A to revise Exhibit 10.3 in Item 6 of Part
II as follows:


                                     PART II



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (A) EXHIBITS

               10.3    Agreement dated July 22, 1996 between Discovery
                       Communications, Inc., Ellipse Programme and the Company 
                       (as redacted to reflect the omission of confidential 
                       information filed separately).



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       RMS TITANIC, INC.
                                       (Registrant)


Dated:   November 10, 1998             By: s/George Tulloch
                                           -----------------------------
                                           George Tulloch, 
                                           Principal Executive Officer





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                                EXHIBIT INDEX
                                -------------

     Exhibit No.                       Description
     -----------                       -----------

        10.3         Agreement dated July 22, 1996 between Discovery
                     Communications, Inc., Ellipse Programme and the Company 
                     (as redacted to reflect the omission of confidential 
                     information filed separately).