SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

     For the quarterly period ended November 30, 2000

[ ]  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
           -------                                        ----------
(State or other jurisdiction of                 (IRS Employer Identification No.
incorporation or organization)

3340 Peechtree Road, NE, Suite 1225, Atlanta, GA         30326
------------------------------------------------         -----
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (404) 842-2600
                                                    ---------------

         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
January 18, 2001 was 16,887,128.


<PAGE>





                                                                          PAGE
                                                                         NUMBER
                                                                         ------
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements                                  3

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                      8

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                                 10

Item 2.  Changes in Securities                                             10

Item 3.  Defaults Upon Senior Securities                                   10

Item 4.  Submission of Matters to a Vote of Security Holders               10

Item 5.  Other Information                                                 11

Item 6.  Exhibits and Reports on Form 8-K                                  11

Signatures                                                                 11



<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS.

          The  consolidated  financial  statements  of  RMS  Titanic,  Inc.  and
subsidiaries (collectively the "Company") included herein were prepared, without
audit,  pursuant  to  rules  and  regulations  of the  Securities  and  Exchange
Commission. Because certain information and notes normally included in financial
statements prepared in accordance with generally accepted accounting  principles
were  condensed  or  omitted  pursuant  to such  rules  and  regulations,  these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the audited financial statements of the Company as
included in the Company's Form 10-K for the year ended February 29, 2000 and the
financial  statements  and notes  thereto  included in the  unaudited  financial
statements  included  in the  Company's  Form 10-Q for the period  ended May 31,
2000 and August 31, 2000.


                                       3
<PAGE>


RMS TITANIC, INC. AND SUBSIDIARIES

BALANCE SHEET
================================================================================
                                       NOVEMBER 30,                 FEBRUARY 29,
                                          2000                          2000
--------------------------------------------------------------------------------
                                      (unaudited)

ASSETS

Current Assets:
  Cash and cash equivalents         $    483,000                   $  3,065,000
  Accounts receivable                    122,000                        371,000
  Prepaid and Refundable income tax      382,000                      1,163,000
  Prepaid expenses and
     other current assets                 66,000                         50,000
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                   1,053,000                      4,649,000

Artifacts Recovered, at cost          11,200,000                      9,175,000

Deferred Income Tax Asset, net           300,000                        634,000

Property and Equipment, net
 of accumulated depreciation
 of $855,000 and $622,000,
 respectively                          1,644,000                        866,000

Other Assets                             786,000                         48,000
--------------------------------------------------------------------------------
TOTAL ASSETS                        $ 14,983,000                   $ 15,372,000
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and
 accrued liabilities                $    829,000                   $  2,886,000
  Deferred income taxes payable          110,000                         79,000
  Deferred revenue                       932,000                        604,000
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES              1,871,000                      3,569,000
--------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity:
  Common stock - $.0001 par value;
 authorized 30,000,000 shares,
   issued and
 outstanding 16,887,128 shares             2,000                          2,000
  Additional paid-in capital          15,140,000                     14,240,000
  Accumulated deficit                 (2,030,000)                    (2,439,000)
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY                  13,112,000                     11,803,000
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY               $ 14,983,000                  $  15,372,000
================================================================================

See Notes to Consolidated Financial Statements


                                       4
<PAGE>

<TABLE>
<CAPTION>

                       RMS TITANIC, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
=================================================================================================================
                                           THREE-MONTH        THREE-MONTH         NINE-MONTH         NINE-MONTH
                                          PERIOD ENDED       PERIOD ENDED        PERIOD ENDED       PERIOD ENDED
                                           NOVEMBER 30,       NOVEMBER 30,        NOVEMBER 30,       NOVEMBER 30,
                                              2000                1999               2000                1999
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                <C>                 <C>
Revenue:
  Exhibitions and related
          merchandise sales             $    791,000         $  1,881,000       $  5,046,000        $  4,379,000
  Licensing fees                              83,000              (12,000)            87,000               5,000
  Merchandise and other                        2,000               10,000             15,000             210,000
  Sale of coal                                10,000                3,000             45,000              25,000
------------------------------------------------------------------------------------------------------------------
Total revenue                                886,000            1,882,000          5,193,000           4,619,000
------------------------------------------------------------------------------------------------------------------

Expenses:
  Cost of coal sold                            1,000                 -                 5,000               3,000
  Cost of merchandise sold                        -                 7,000              8,000              12,000
  General and administrative                 709,000              660,000          3,360,000           1,926,000
  Depreciation and amortization              160,000               95,000            437,000             245,000
  Expedition costs                           170,000                 -               689,000                -
------------------------------------------------------------------------------------------------------------------
Total expenses                             1,040,000              762,000          4,499,000           2,186,000
------------------------------------------------------------------------------------------------------------------

Income from operations                      (154,000)           1,120,000            694,000           2,433,000

Interest income                                5,000               36,000             73,000              66,000
------------------------------------------------------------------------------------------------------------------

Income before provision
   for income taxes                         (149,000)           1,156,000            767,000           2,499,000

Provision for income taxes                        -               683,000            358,000           1,186,000
------------------------------------------------------------------------------------------------------------------
Net income  (Loss)                      $  ( 149,000)       $     473,000       $    409,000        $  1,313,000
==================================================================================================================

Basic and diluted income
(loss) per common share                 $       (.01)       $         .03       $        .02        $        .08
==================================================================================================================

Weighted-average number
 of shares outstanding                    16,887,128           16,187,128         16,786,764          16,187,128
==================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements


                                       5

<PAGE>

<TABLE>
<CAPTION>


                       RMS TITANIC, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------
                                                                                        NINE-MONTH          NINE-MONTH
                                                                                       PERIOD ENDED        PERIOD ENDED
                                                                                        NOVEMBER 30,        NOVEMBER 30,
                                                                                           2000                 1999
------------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>                  <C>
Cash flows from operating activities:
  Net income                                                                          $  409,000           $  1,313,000
------------------------------------------------------------------------------------------------------------------------
  Adjustments to  reconcile  net  income  to  net  cash  provided  by  operating
           activities:
    Depreciation and amortization                                                        437,000                246,000
    Non-cash exhibition revenue                                                                                (375,000)
    Deferred income tax                                                                  365,000
    Reduction  in  artifacts  recovered                                                                           3,000
  Changes in  operating  assets and liabilities:
    Decrease in accounts receivable                                                      249,000              1,074,000
    Decrease in prepaid and refundable income taxes                                      781,000                263,000
    Increase in prepaid expenses and other current assets                                (16,000)            (1,008,000)
 Increase in other assets                                                                (42,000)               (61,000)
    Increase (decrease) in accounts payable
       and accrued liabilities                                                        (2,057,000)               190,000
    Increase in income taxes payable                                                                          1,084,000
    Increase in deferred revenue                                                         328,000                229,000
------------------------------------------------------------------------------------------------------------------------
             TOTAL ADJUSTMENTS                                                            45,000              1,645,000
------------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                                454,000              2,958,000
------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Artifact recovery costs                                                             (2,025,000)
  Purchases of property and equipment                                                 (1,011,000)               (36,000)
------------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                                                     (3,036,000)               (36,000)
------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from loan payable                                                               250,000
Payment on loan payable                                                                 (250,000)                   -
------------------------------------------------------------------------------------------------------------------------

Net increase (decrease )in cash and cash equivalents                                  (2,582,000)             2,922,000

Cash and cash equivalents at beginning of period                                       3,065,000                720,000
-------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                         $     483,000           $  3,642,000
=========================================================================================================================
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

  Non-cash purchases of property and equipment                                                              $   375,000

  Common stock issued to acquire intangible assets                                 $     900,000

=========================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements


                                       6
<PAGE>

                       RMS TITANIC, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


 Note 1 - The accompanying  consolidated  financial  statements  contain all
          adjustments  necessary to present fairly the financial position of the
          Company as of November 30, 2000 and its results of operations  and its
          cash flows for the three and nine months  ended  November 30, 2000 and
          1999. Results of operations for the three and nine month periods ended
          November 30, 2000 are not  necessarily  indicative of the results that
          may be expected for the year ending February 28, 2001.

 Note 2 - Basic  EPS  Is   computed  as  net   earnings   divided  by  the
          weighted-average  number of common shares  outstanding for the period.
          Diluted EPS  reflects  the  potential  dilution  that could occur from
          common shares  issuable  through  stock-based  compensation  including
          stock options, restricted stock awards, warrants and other convertible
          securities. Diluted EPS is not presented for the three and nine months
          ended November 30, 2000 and 1999 since the effect of potential  common
          shares is either anti-dilutive or not material.

 Note 3 - In  September  2000,  the Company  entered into an amendment to the
          Exhibition  Tour  Agreement  with  SFX  Family   Entertainment,   Inc.
          (Successor by merger to Magicworks  Entertainment,  Inc.), an indirect
          subsidiary of SFX Entertainment,  Inc. (collectively "SFX"),  pursuant
          to which the Company  granted SFX an  exclusive  worldwide  license to
          exhibit  the  Company's  Titanic  artifacts  in  consideration  of the
          payment to the Company of a $2,000,000 minimum guarantee payment.  The
          Company also obtains a percentage of gross receipts above $10,000,000.
          This license  agreement has a term  commencing  September 15, 2000 and
          ending November 30, 2001. The Company received $1,250,000 in September
          and will  receive a payment of  $750,000  six months  from the renewal
          commencement  date.  Within this modified  agreement are provisions to
          pay the Company a percentage of revenues as compared to the percentage
          of profit provision in the original agreement. In addition,  there are
          provisions   for  payment  of  additional   sums  for  South  American
          exhibitions.

                                       7
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

          The  following  discussion  provides  information  to  assist  in  the
understanding  of the Company's  financial  condition and results of operations,
and should be read in conjunction with the consolidated financial statements and
related notes appearing elsewhere herein.

                              RESULTS OF OPERATIONS

FOR THE QUARTER ENDED  NOVEMBER 30, 2000 VERSUS THE QUARTER  ENDED  NOVEMBER 30,
1999

FOR THE NINE  MONTHS  ENDED  NOVEMBER  30,  2000  VERSUS THE NINE  MONTHS  ENDED
NOVEMBER 30, 1999

During the third  quarter of our 2001  fiscal  year ending  November  30,  2000,
revenues  were  $886,000 as compared to  $1,882,000 in the same year ago quarter
end.  This  decrease of $996,000 or 53% resulted  from the  reduction in revenue
from our  contract  with SFX. The revised  contract  provides for both a minimum
licensing payment against a percentage of the gross receipts from the exhibition
of our Titanic  artifacts  at venues  throughout  the United  States and foreign
locations.   There  was  no  additional   revenue  attributed  to  this  revised
arrangement during the third quarter ended November 30, 2000.

For the nine months ended November 30, 2000 revenues were $5,193,000 as compared
to  $4,619,000,  for the same period a year ago. This  increase of $574,000,  or
12.4% was  principally  attributable  to  increases  in  exhibition  and related
merchandise  sales as compared to the  corresponding  periods of the 2000 fiscal
year.

As  its  on-going  strategy  and  in  view  of the  logistical  and  operational
difficulties in establishing  short-term  exhibitions on satisfactory terms, the
Company continues to rely on a license with SFX Entertainment, Inc. of worldwide
rights  to  exhibit  the  Company's  Titanic  artifacts.  The  original  license
agreement commenced on September 14, 1999. SFX and the Company re-negotiated the
license an  additional  year for the  annual  payment  of  $2,000,000.  This new
arrangement   includes  a  percentage  of  gross  receipts  provision  which  is
anticipated to provide an additional revenue  opportunity for the company in the
latter half of each license year period.

Other revenues,  including license fees,  merchandise and the sale of coal, were
$95,000 and $147,000,  respectively,  for the quarter ended and nine month ended
November 30, 2000. These revenues were higher this recent quarter as compared to
year ago, but trailed in the comparable nine-month period.

The Company's sale of coal increased slightly to $10,000 from $3,000 compared to
the third quarter of the 2000 fiscal year, and increased from $25,000 to $45,000
during the first nine  months of the 2001  fiscal  year as compared to the first
nine months of the 2000 fiscal year. This increase is attributed to the Internet
effort  the  Company  made  during  the  recent  fiscal  year.  The cost of coal
increased proportionately with the respectively increases in sales.

The Company  conducted an expedition to the Titanic wreck site during the summer
of 2000. As a result,  the Company  incurred  costs,  relating to its expedition
activities of $170,000 and $689,000  during the current  quarter period and nine
month period of this fiscal year 2001, respectively.  There was no expedition to
the Titanic wreck site during the fiscal year 2000 period.

The Company's  general and  administrative  expenses  increased to $709,000 from
$660,000,  or approximately 7%, during the third quarter of the 2001 fiscal year
as  compared to the third  quarter of the 2000 fiscal  year,  and  increased  to
$3,360,000 from $1,926,000, or approximately 74% during the first nine months of
the 2001 fiscal year as compared to the nine months of the 2000 fiscal year.

Legal and professional fees, included in general and administrative expenses, to
maintain its  salvor--in-possession  rights, and to defend various lawsuits, one
of which was related to the change in  management,  were $147,000 and $ 795,000,
respectively,  for the quarter and nine month periods  ended  November 30, 2000.
These costs were $24,000 and $514,000 higher than the same prior year respective
periods.  These  legal  expenses  included  indemnification  for legal costs for
parties named in the former management's lawsuit.

                                       8
<PAGE>


The Company's depreciation and amortization expenses were $160,000 for the third
quarter of the 2001 fiscal year, an increase of approximately 68% over the prior
year.  For the  nine-month  period  depreciation  and  amortization  amounted to
$437,000,  a 78% increase as compared to the corresponding  nine month period of
the 2001 fiscal year. These increases reflect the higher  amortization  expenses
incurred during these periods for the acquisition of certain  intangible  assets
relating to other research and recovery  opportunities.  As its future  business
strategy,  the Company  will seek to further  utilize its  extensive  deep-water
recovery expertise.

For the quarter  ended  November 30,  2000,  the Company  experienced  a loss of
$154,000 from operations,  as compared to a profit of $1,120,000 in the year ago
quarter.  This loss is attributed to lower revenues and higher  expenses  during
the current period as compared to that of a year ago. For the nine-month  period
ended  November 30,  2000,  income from  operations  was $694,000 as compared to
$2,433,000 in the year ago period. Similarly, lower revenues and higher expenses
contributed to this reduction in operating profit.

Interest  income was $5,000 and $73,000,  respectively  for the quarter and nine
month periods ended  November 30, 2000. In the prior year,  interest  income was
$36,000 and $66,000,  respectively, for those period. In the recent quarter, the
lower  interest  in related to lower  interest  income  attributed  to the lower
average balances the Company maintains in its interest bearing banking accounts.


The Company's net loss was $149,000, or ($0.01) per share, for the third quarter
ended in the 2001 fiscal year as  compared to net income of  $473,000,  or $0.03
per share,  in the same  quarter in fiscal year 2000.  For the nine month period
ended  November  30,  2000 of fiscal  year 2001 the  Company  had net  income of
$409,000, or $.02 per share, as compared to a net income of $1,313,000, or $0.08
per share, in the previous fiscal year 2000 period.


                         LIQUIDITY AND CAPITAL RESOURCES

In September  2000, the Company entered into an amendment to the Exhibition Tour
Agreement with SFX Family Entertainment, Inc. (Successor by merger to Magicworks
Entertainment,   Inc.),  an  indirect  subsidiary  of  SFX  Entertainment,  Inc.
(collectively  "SFX"),  pursuant to which the Company  granted SFX an  exclusive
worldwide license to exhibit the Company's Titanic artifacts in consideration of
a $2,000,000 minimum guaranteed  payment.  The Company also obtains a percentage
of  gross  receipts  above  $10,000,000.  This  license  agreement  has  a  term
commencing September 15, 2000 and ending November 31, 2001. The Company received
$1,250,000 in September  with a payment of $750,000  payable six months from the
renewal  commencement date. Within this modified agreement are provisions to pay
the Company a  percentage  of revenues as compared to the  percentage  of profit
provision  in the original  agreement.  In addition,  there are  provisions  for
payment of additional sums for South American exhibitions.

The  Company  expects  that the  working  capital it has will be  sufficient  to
provide for the execution of its business plan over the next twelve months.

                                       9
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.


On September 7, 2000, G. Michael  Harris,  the Company's  former  Executive Vice
President  and Chief  Operating  Officer  filed suit in the Circuit Court of the
Sixth Judicial Circuit in and for Pinellas County,  Florida,  Civil Division. In
that suit, Mr. Harris claims that his employment  agreement dated June 29, 2000,
provided for an annual  salary of $300,000 per year for a five year period and a
minimum annual bonus, stock options and various fringe benefits. In that action,
Mr.  Harris,  seeks to obtain  payments  due him under his five year  employment
agreement.  The Company has clear and convincing  evidence of improprieties that
Mr. Harris engaged in while an officer of the Company and thereby  justified his
termination. The Company intends to vigorously defend itself in this litigation,
and  further  intends to  recover  unauthorized  disbursements  of monies by Mr.
Harris while he was an officer of the Company and its fiduciary.  There has been
no trial date  scheduled  for this  matter.  The  parties are  presently  in the
discovery phase of this litigation. The outcome of these matters is uncertain at
this time.

A hearing was held on September 8, 2000, in the United States District Court for
the Easter District of Virginia,  Norfolk Division,  with Judge Clarke presiding
at which  management  of the  Company  presented  the results of its most recent
expedition  to the wreck site of the  Titanic.  This  presentation  is routinely
required  for the Company to  maintain  its  Salvor-in-Possession  rights to the
Titanic.  Also at that hearing were legal  representatives  for the Secretary of
State,   Secretary  of  Commerce  and  the  National   Oceanic  and  Atmospheric
Administration  of the United States  Department of Commerce to defend an action
that the Company undertook,  as Plaintiff,  to protect its  Salvor-in-Possession
Rights.  Subsequently,  on  September  15,  2000,  Judge  Clarke  ruled that the
Company's claims regarding this issue were not ripe for  consideration  and that
the dismissal of this lawsuit was granted. This action initially prompted by the
efforts of the defendants to implement the R.M.S.  Titanic Maritime Memorial Act
of 1986 which could interfere with the Company's exclusive salvage rights of the
RMS  Titanic,  which was  granted  by the court on June 7,  1994.  Although  the
dismissal was granted,  Judge Clarke ruled that the Company may renew its motion
when and if an international Agreement is agreed to and signed by the parties to
the Agreement,  final guidelines are drafted,  and Congress passes  implementing
legislation. The Company does not intend to appeal this decision.

There  have  been no other  material  changes  in any  other  legal  proceedings
discussed  in the  Company's  Annual  Report  on Form  10-K for the  year  ended
February 29, 2000.

ITEM 2.  CHANGES IN SECURITIES.

         None.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                       10
<PAGE>




ITEM 5.  OTHER INFORMATION.

On  September  12, 2000,  Mr. G.  Michael  Harris was removed as a member of the
Board of Directors of the Company.


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


     (a)  EXHIBITS

          None


     (b)  REPORTS ON FORM 8-K

Current Report on Form 8-K filed September 6, 2000 relating to the  announcement
the  termination  for cause the  employment  of G.  Michael  Harris,  its former
Executive Vice President and Chief Operating Officer.



                                   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)

                                  /s/ Arnie Geller
                                  ----------------
Dated:   January 19, 2001         By:  Arnie Geller