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 August 31, 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
October 16, 2000 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.


                                       3
<PAGE>






RMS TITANIC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
================================================================================
                                       AUGUST 31,                  FEBRUARY 29,
                                         2000                         2000
--------------------------------------------------------------------------------
                                      (unaudited)

ASSETS

Current Assets:
  Cash and cash equivalents         $     46,000                   $  3,065,000
  Accounts receivable                     32,000                        371,000
  Prepaid and Refundable income tax    1,093,000                      1,163,000
  Prepaid expenses and
     other current assets                100,000                         50,000
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                   1,271,000                      4,649,000

Artifacts Recovered, at cost          11,184,000                      9,175,000

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

Property and Equipment, net
 of accumulated depreciation
 of $777,000 and $622,000,
 respectively                          1,576,000                        866,000

Other Assets                             834,000                         48,000
--------------------------------------------------------------------------------
TOTAL ASSETS                        $ 15,165,000                   $ 15,372,000
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and
    accrued liabilities             $  1,161,000                   $  2,886,000
  Deferred income taxes payable          110,000                         79,000
  Loan payable                           250,000                           --
  Deferred revenue                       383,000                        604,000
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES              1,904,000                      3,569,000
--------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity:
 Common stock - $.0001 par value;
   authorized 30,000,000 shares,
   issued and outstanding
   16,887,128 and 16,187,128,
   shares, respectively                    2,000                          2,000
  Additional paid-in capital          15,140,000                     14,240,000
  Accumulated deficit                 (1,881,000)                    (2,439,000)
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY                  13,261,000                     11,803,000
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY               $ 15,165,000                  $  15,372,000
================================================================================
See Notes to Consolidated Financial Statements


                                       4
<PAGE>

<TABLE>
<CAPTION>



                       RMS TITANIC, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)
============================================================================================================
                                         THREE-MONTH       THREE-MONTH        SIX-MONTH        SIX-MONTH
                                         PERIOD ENDED      PERIOD ENDED       PERIOD ENDED     PERIOD ENDED
                                           AUGUST 31,        AUGUST 31,        AUGUST 31,      AUGUST 31,
                                             2000              1999              2000             1999
------------------------------------------------------------------------------------------------------------

<S>                                  <C>                <C>              <C>              <C>
Revenue:
  Exhibitions and related
          merchandise sales           $  2,127,000        $  1,369,000     $  4,255,000       $  2,498,000
  Licensing fees                             1,000               5,000            4,000             16,000
  Merchandise and other                     10,000              37,000           13,000            201,000
  Sale of coal                              11,000              13,000           35,000             22,000
-------------------------------------------------------------------------------------------------------------
Total revenue                            2,149,000           1,424,000        4,307,000          2,737,000
-------------------------------------------------------------------------------------------------------------

Expenses:
  Cost of coal sold                          2,000               1,000            4,000              2,000
  Cost of merchandise sold                   8,000               3,000            8,000              5,000
  General and administrative             1,230,000             706,000        2,651,000          1,267,000
  Depreciation and amortization            159,000              68,000          277,000            151,000
  Expedition costs                         418,000                 -            519,000               --
-------------------------------------------------------------------------------------------------------------
Total expenses                           1,817,000             778,000        3,459,000          1,425,000
-------------------------------------------------------------------------------------------------------------

Income from operations                     332,000             646,000          848,000          1,312,000


Interest income                             38,000              16,000           68,000             30,000
-------------------------------------------------------------------------------------------------------------

Income before provision
   for income taxes                        370,000             662,000          916,000          1,342,000

Provision for income taxes                 134,000             249,000          358,000            503,000
--------------------------------------------------------------------------------------------------------------
Net income                            $    236,000       $     413,000     $    558,000       $    839,000
==============================================================================================================
Basic and diluted income
 per common share                     $        .01       $         .03     $        .03       $        .05
==============================================================================================================
Weighted-average number
 of shares outstanding                  16,887,128          16,187,128       16,737,128         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)
---------------------------------------------------------------------------------------------------
                                                                   SIX-MONTH            SIX-MONTH
                                                                  PERIOD ENDED         PERIOD ENDED
                                                                   AUGUST 31,           AUGUST 31,
                                                                     2000                  1999
---------------------------------------------------------------------------------------------------

<S>                                                              <C>                 <C>
Cash flows from operating activities:
  Net income                                                        $ 558,000           $  840,000
---------------------------------------------------------------------------------------------------
  Adjustments to  reconcile  net  income
           to net  cash  provided  by  (used  in)
           operating activities:
    Depreciation and amortization                                     277,000              151,000
    Noncash exhibition revenue                                                            (375,000)
    Deferred income taxes                                             365,000
Changes in operating assets and liabilities:
      Decrease in accounts receivable                                 339,000              573,000
      Decrease in refundable withholding tax                           70,000              429,000
      Increase in prepaid expenses
         and other current assets                                     (50,000)            (134,000)
      Increase in other assets                                         (8,000)             (61,000)
      Decrease in accounts payable
         and accrued liabilities                                   (1,725,000)            (185,000)
     Increase (decrease) in income taxes payable                                           126,000
      Decrease in deferred revenue                                   (221,000)                --
----------------------------------------------------------------------------------------------------
             TOTAL ADJUSTMENTS                                       (953,000)             524,000
----------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY
   (USED IN)OPERATING ACTIVITIES                                     (395,000)           1,364,000
----------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Artifact recovery costs                                          (2,009,000)               2,000
  Purchases of property and equipment                                (865,000)             (36,000)
----------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                                  (2,874,000)             (34,000)
----------------------------------------------------------------------------------------------------
Cash flows from financing activity:
Proceeds from loan payable                                            250,000                   --
----------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents               (3,019,000)           1,330,000

Cash and cash equivalents at beginning of period                    3,065,000              720,000
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                       $     46,000         $  2,050,000
====================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the period for income taxes                   $       --           $     422,000
====================================================================================================
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND
 INVESTING ACTIVITIES:

  Noncash 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 August 31,  2000 and its results of  operations  and its
          cash flows for the three and six months  periods ended August 31, 2000
          and 1999.  Results of  operations  for the three and six month periods
          ended August 31, 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 six month
          periods  ended August 31, 2000 and 1999 since the  dilutive  effect of
          potential common shares is not material.


 Note 3 - In September  2000,  the Company  entered into an amendment to the
          Exhibition  Tour  Agreement  with  SFX  Family   Entertainment,   Inc.
          (Successor  thorough  merger with Magicworks  Entertainment,  Inc.), a
          indirect subsidiary of SFX Entertainment,  Inc.  (collectively "SFX"),
          pursuant to which RMST granted SFX an exclusive  worldwide  license to
          exhibit  the  Company's  Titanic  artifacts  in  consideration  of the
          payment to the Company of a minimum guaranteed $2,000,000. The Company
          also  obtains  a  percentage  of  gross  receipts  as  defined  in the
          agreement.  The license agreement has a term commencing  September 15,
          2000 and ending November 30, 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.

 Note 4 - During the quarter  ended  August 31, 2000,  the Company  borrowed
          $250,000 from a non-affiliated  party. This obligation had an interest
          rate of 12% per  annum  and was  secured  with the  Company's  pending
          income tax  refunds.  The lender will also  receive  $25,000  worth of
          restricted  common stock as consideration  for this loan. On September
          30, 2000, this loan was repaid with interest.

 Note 5 - On August 27, 2000. G Michael Harris, the Company's Executive Vice
          President and Chief Operating  Officer was terminated by the Company's
          Board of Directors. On September 7, 2000, Mr. Harris filed suit in the
          Circuit  Court  of the  Sixth  Judicial  Circuit  in and for  Pinellas
          County, Florida, Civil Division. In that suit, Mr. Harris alleges that
          Titanic  breached an  employment  agreement  entered  into between Mr.
          Harris and the  Company,  and that Mr.  Harris has been damaged by the
          breach.

          The Company has responded to this  Complaint,  denying the validity or
          enforceability  of the  employment  agreement  and  setting  forth the
          Company's position that it acted  appropriately and within its rights.
          Moreover,  the Company has filed a counter-suit against Mr. Harris and
          others, to recover monies and other corporate assets which the Company
          believes  were  misappropriated.  The  outcome  of  these  matters  is
          uncertain  at the  present  time,  and the effect they may have on the
          Company's   financial  position  and  results  of  operations  is  not
          currently determinable.

                                       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  financial  statements  and related
notes appearing elsewhere herein.

                              RESULTS OF OPERATIONS

FOR THE QUARTER ENDED AUGUST 31, 2000 VERSUS THE QUARTER ENDED AUGUST 31, 1999

FOR THE SIX MONTHS  ENDED AUGUST 31, 2000 VERSUS THE SIX MONTHS ENDED AUGUST 31,
1999

During the second  quarter and the first six months of its 2001 fiscal year (the
"2001 fiscal year"), the Company's revenues increased approximately 51% and 57%,
respectively,  as compared to the second quarter and the first six months of its
2000  fiscal year (the "2000  fiscal  year").  These  changes  were  principally
attributable  to  increases  in  exhibition  and  related  merchandise  sales of
approximately  55% during the second  quarter and 70% during first six months of
the 2001  fiscal  year,  as compared  to the  corresponding  periods of the 2000
fiscal year,  The Company  conducted  an  expedition  to the Titanic  wreck site
during the summer of 2000. There was not an expedition to the Titanic wreck site
undertaken in the prior year.

In  view  of  the  logistical  and  operational   difficulties  in  establishing
short-term  exhibitions on satisfactory terms the Company continues to rely on a
license to SFX Entertainment,  Inc. of worldwide rights to exhibit the Company's
Titanic artifacts for one year periods. The original license agreement commenced
on  September  14,  1999.  Presently,  SFX  elected  to extend  this  license an
additional year with the Company for the minimum annual payment of $2,000,000.

Merchandise and other revenue decreased approximately 73% to $10,000, during the
second  quarter of the 2001 fiscal year as compared to the second quarter of the
2000 fiscal year,  and  decreased  approximately  94%, to $13,000 from  $201,000
during the first six months of the 2001 fiscal year as compared to the first six
months of the 2000 fiscal year. These decreases were principally attributable to
the prior  year's  Web  venture to spur such  sales.  No  similar  endeavor  was
undertaken for the current fiscal year.

The  Company's  sale of coal  decreased  slightly to $11,000  from  $13,000,  or
approximately  15% during the second quarter of the 2001 fiscal year as compared
to the second  quarter of the 2000 fiscal year,  and  increased  from $22,000 to
$35,000,  or  approximately  59% during the first six months of the 2001  fiscal
year as compared to the first six months of the 2000 fiscal year.  This increase
is largely  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.

During the second  quarter of the 2001  fiscal  year  expedition  expenses  were
incurred in the amount of $418,000 and $519,000 for the six month period of this
2001  fiscal year in  connection  with the  expedition  to the wreck site of the
Titanic  during the  summer.  No  expedition  occurred  in the fiscal  year 2000
period.

The Company's general and  administrative  expenses increased to $1,230,000 from
$706,000, or approximately 74% during the second quarter of the 2001 fiscal year
as compared to the second  quarter of the 2000 fiscal  year,  and  increased  to
$2,651,000 from $1,267,000, or approximately 109% during the first six months of
the 2001  fiscal  year as  compared  to the first six months of the 2000  fiscal
year. Legal and professional fees to defend various  lawsuits,  one of which was
related to the change in management,  were $458,000 higher for the quarter ended
August 31, 2000 as compared to the prior year's  quarter  ended.  Legal expenses
included  indemnification  for  legal  costs  for  parties  named in the  former
management's  lawsuit.  For  the  six  months  period  ended  August  31,  2000,
professional  fees were $972,000  higher than the same year ago six month period
again for the same reasons.

The Company's  depreciation  and amortization  expenses  increased  $91,000,  or
approximately 134% and increased $126,000,  or 83% during the second quarter and
first six months of the 2001  fiscal  year,  respectively,  as  compared  to the
corresponding  periods of the 2001  fiscal  year.  These  increases  reflect the
higher amortization expenses incurred during these periods to reflect the recent
acquisition of certain  intangible assets relating to other wreck sites that the
Company will commence  recovery  operations as an element of its future business
strategy.

                                       8
<PAGE>


The Company's income before  provision for income taxes decreased  approximately
46% and 29% during the second  quarter  and first six months of the 2001  fiscal
year, as compared to the  corresponding  periods of the 2000 fiscal year.  These
increase are attributed to timing differences in the payment of income taxes due
to deferred revenue recognition.

The  Company's  net income  was  $236,000,  or $0.01 per  share,  for the second
quarter  ended in the 2001 fiscal year as compare to net income of $413,000,  or
$0.03 per  share,  in the same  quarter in fiscal  year 2000.  For the six month
period  ended  August 31, 2000 of fiscal year 2001 the Company had net income of
$558,000,  or $.03 per share, as compared to a net income of $839,000,  or $0.05
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 RMST granted SFX an exclusive worldwide
license to  exhibit  the  Company's  Titanic  artifacts  in  consideration  of a
$2,000,000  guaranteed  payment.  This license  agreement has a term  commencing
September 15, 2000 and ending November 30, 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.  The
Company's  business plan,  includes another  expedition to the wreck site of the
Titanic in the summer of 2001.

For its recently  completed  expedition that included  twenty-eight dives over a
four week period, the Company recovered more than 800 items from the wreck site,
which  included  the  discovery  of a new  debris  field.  Among  the  artifacts
recovered in this expedition,  were: the ship's Wheel and Stand, whistle control
timer from the navigation  bridge, the main telegraph base and the docking bride
telephone.  Among personal items recovered there included binoculars,  a pair of
opera glasses,  sixty-five  intact perfume  ampoules  belonging to passenger Mr.
Adolphe Saalfeld, a camera,  bowler hat, first class demitasse and dinner plate.
A base for a cherub  likely from the Grand  Staircase  was  recovered as well as
gilded wood from a  balustrade.  Of the nine leather bags found,  they  provided
more than one hundred items. Some medicinal items were recovered that included a
cobalt blue bottle that reads: BROMOSELTZER EMERSON DRUG CO. BALTIMORE MARYLAND.
For the first time, two toilets, a wok, an intact deck light,  circulating fans,
thermometers,  four eggcups,  and a metal megaphone were recovered.  These items
will  further  provide a clearer  picture of the workings of the Titanic at that
time period, and will further enhance future exhibition presentations.

                                       9
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

On August 27, 2000, G Michael Harris, the Company's Executive Vice President and
Chief Operating  Officer was terminated by the Company's Board of Directors.  On
September  7, 2000,  Mr.  Harris  filed suit in the  Circuit  Court of the Sixth
Judicial Circuit in and for Pinellas County,  Florida,  Civil Division.  In that
suit, Mr. Harris alleges that Titanic breached an employment  agreement  entered
into between Mr. Harris and the Company, and that Mr. Harris has been damaged by
the breach.

The  Company  has  responded  to  this   Complaint,   denying  the  validity  or
enforceability  of the  employment  agreement  and setting  forth the  Company's
position  that it acted  appropriately  and within  its  rights.  Moreover,  the
Company  has filed a  counter-suit  against Mr.  Harris and  others,  to recover
monies  and  other   corporate   assets   which  the   Company   believes   were
misappropriated.  The outcome of these matters is uncertain at the present time,
and the effect they may have on the Company's  financial position and results of
operations is not currently determinable.

A hearing was held on September 8, 2000, in the United States District Court for
the Eastern District of Virginia,  Norfolk Division, with Judge Clarke presiding
at which management of the Company presented a periodic report of 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  in  the  Court  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 a declaratory  judgment action that the Company undertook,
as Plaintiff, to protect its Salvor-in-Possession Rights from the attempt of the
U.S. to enter into an  international  agreement  with three other  countries  to
implement  a  regulatory  licensing  scheme for the  Titanic.  Subsequently,  on
September 15, 2000,  Judge Clarke ruled that the Company's suit was not ripe for
consideration  and that the  dismissal of this lawsuit was granted.  This action
was  initially  prompted  by the  efforts  of the  defendants  to  implement  an
international  agreement  that  could  interfere  with the  Company's  exclusive
salvage  rights of the RMS  Titanic,  which were granted by the court on June 7,
1994.  Although the dismissal of the  declaratory  judgment  action 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
Court  also held that any  guidelines  established  by NOAA would not be binding
unless  implementing  legislation was adopted by Congress.  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 August 13, 2000,  Mr. Doug Banker was  appointed to the Board of Directors of
the Company.

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

           Amendment to Exhibition and Tour Agreement dated September 18, 2000.

   (b)     REPORTS ON FORM 8-K

Current Report on Form 8-K filed  September 6, 2000 relating to 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
October 13, 2000                  ----------------------------
                                  By:  Arnie Geller, President