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, 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:  000-24452

                                PREMIER EXHIBITIONS, INC.
                                -------------------------
             (Exact name of registrant as specified in its charter)


           Florida                                        20-1424922
           -------                                        ----------
(State or other jurisdiction of                 (IRS Employer Identification No.
incorporation or organization)

3340 Peachtree Road, Suite 2250, 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 No X

         The number of shares outstanding of the registrant's common stock on
January 12, 2005 was 22,299,939.


<PAGE>


                                                                         PAGE
                                                                         NUMBER
                                                                         ------
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Financial Statements                                                1

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                       6

Item 3.  Quantitative and Qualitative Disclosure About Market Risk           9

Item 4.  Controls and Procedures

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                                  10

Item 2.  Unregistered Sales of Equity Securities and Use of
         Proceeds                                                           11

Item 3.  Defaults Upon Senior Securities                                    11

Item 4.  Submission of Matters to a Vote of Security Holders                11

Item 5.  Other Information                                                  12

Item 6.  Exhibits                                                           12

Signatures                                                                  13

<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The consolidated financial statements of Premier Exhibitions, 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 accounting principles generally accepted
in the United States of America 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, 2004.

                                       1
<PAGE>

<TABLE>
<CAPTION>

                                                               PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES

                                                                               CONSOLIDATED BALANCE SHEET
=========================================================================================================


                                                                        November 30,          February 29,
                                                                            2004                 2004
                                                                        ------------         ------------
                                                                         (unaudited)

ASSETS

<S>                                                                   <C>                   <C>
Current Assets:
  Cash and cash equivalents                                             $    837,000         $    547,000
  Accounts receivable                                                      1,077,000              353,000
  Prepaid and Refundable income taxes                                        221,000              221,000
  Prepaid expenses and other current assets                                1,566,000              141,000
                                                                        ------------         ------------
      TOTAL CURRENT ASSETS                                                 3,701,000            1,262,000

Artifacts owned, at cost                                                   4,476,000            4,479,000
Salvor's lien                                                                  1,000                1,000
Salvor-in-Possession Rights                                                  747,000                   --

Property and Equipment, net of accumulated depreciation
 of $2,062,000 and $1,754,000, respectively                                1,394,000              747,000

Other Assets                                                                 738,000              764,000
                                                                        ------------         ------------
      TOTAL ASSETS                                                     $  11,057,000         $  7,253,000
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                              $  1,970,000         $  1,249,000
  Current maturities of long term liabilities                                100,000                   --
                                                                        ------------         ------------
      TOTAL CURRENT LIABILITIES                                            2,070,000            1,249,000


Long Term Liabilities:
  Note payable (less current maturities)                                     350,000                  --
                                                                        ------------         ------------
      TOTAL LONG TERM LIABILITIES                                            350,000                  --

      TOTAL LIABILITIES                                                    2,420,000           1,249,000

Commitments and Contingencies

Stockholders' Equity:
  Common stock - $.0001 par value; authorized 30,000,000 shares, issued and
   outstanding 22,299,939 and 18,550,047 shares,
   respectively                                                                2,000                2,000
  Additional paid-in capital                                              20,305,000           17,192,000
  Accumulated comprehensive income                                            18,000                  --
  Accumulated deficit                                                    (11,688,000)         (11,190,000)
                                                                        ------------         ------------
      STOCKHOLDERS' EQUITY                                                 8,637,000            6,004,000
                                                                        ------------         ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $  11,057,000         $  7,253,000
                                                                        ============         ============
</TABLE>


                        See Notes to Consolidated Financial Statements


                                       2
<PAGE>

<TABLE>
<CAPTION>



                                                                      PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES
                                                                                CONSOLIDATED STATEMENT OF INCOME
                                                                                                      (UNAUDITED)
==================================================================================================================
                                     THREE-MONTH             THREE-MONTH             NINE-MONTH        NINE-MONTH
                                     PERIOD ENDED            PERIOD ENDED            PERIOD ENDED      PERIODENDED
                                     NOVEMBER 30,            NOVEMBER 30,            NOVEMBER 30,      NOVEMBER 30,
                                        2004                    2003                    2004              2003
------------------------------------------------------------------------------------------------------------------

<S>                           <C>                      <C>                      <C>                  <C>
Revenue:
  Exhibitions and related
          merchandise sales    $    2,346,000           $     631,000           $    5,045,000        $2,006,000
  Merchandise and other                79,000                  84,000                  131,000           244,000
  Sale of coal                          7,000                  20,000                   28,000            62,000
------------------------------------------------------------------------------------------------------------------
Total revenue                       2,432,000                 735,000                5,204,000         2,312,000
------------------------------------------------------------------------------------------------------------------

Expenses:
  Cost of coal sold                     2,000                   2,000                    7,000            5,000
  Cost of merchandise sold              9,000                  38,000                   24,000          126,000
  Exhibition costs                    792,000                      --                2,040,000               --
  General and administrative        1,243,000                 686,000                3,294,000        2,381,000
  Depreciation and amortization       132,000                  80,000                  308,000          229,000
------------------------------------------------------------------------------------------------------------------
Total expenses                      2,178,000                 806,000                5,673,000        2,741,000
------------------------------------------------------------------------------------------------------------------

Profit (Loss) from operations         254,000                 (71,000)                (469,000)        (429,000)

Interest income                            --                   2,000                    1,000            9,000
Interest expense                      (14,000)                     --                  (33,000)              --
------------------------------------------------------------------------------------------------------------------
Profit (Loss) from operations
 before provision
   for income taxes                   240,000                 (69,000)                (501,000)        (420,000)

Provision for income taxes                 --                      --                       --               --
------------------------------------------------------------------------------------------------------------------
Net Income (loss)                $    240,000           $     (69,000)         $      (501,000)     $  (420,000)

Basic and diluted Loss
 Per common shares:              $        .01           $         .00          $          (.02)     $      (.02)

Weighted-average number
 of common shares outstanding      22,299,939              19,125,047               20,818,898       18,903,047
------------------------------------------------------------------------------------------------------------------
Net Income (loss)                $    240,000           $     (69,000)         $      (501,000)     $  (420,000)

Other comprehensive operations:
   Foreign currency translation        18,000                      --                   18,000               --
------------------------------------------------------------------------------------------------------------------
Comprehensive income (loss)      $    258,000           $     (69,000)         $      (483,000)     $  (420,000)
==================================================================================================================
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       3
<PAGE>

<TABLE>
<CAPTION>


                                                                        PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES
                                                                              CONSOLIDATED STATEMENT OF CASH FLOWS

==================================================================================================================

                  NINE-MONTH PERIOD ENDED NOVEMBER 30,                               2004                 2003
                                                                                 -----------          -----------
                                                                                   (UNAUDITED)         (UNAUDITED)
<S>                                                                             <C>                 <C>
Cash flows from operating activities:
Net income (loss)                                                                 $  (501,000)         $ (420,000)

  Adjustments to reconcile net income to net cash provided by (used in)
  operating activities:
    Depreciation and amortization                                                      308,000            229,000
    Reduction in cost of artifacts                                                       3,000              5,000
    Issuance of stock for interest expense                                               6,000
    Issuance of stock in exchange for option                                           247,000                 --
     Issuance of stock for services                                                    277,000            108,000
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                                      (724,000)           (26,000)
      Decrease in prepaid and refundable income taxes                                       --            290,000
      Decrease in prepaid expenses
         and other current assets                                                       27,000             15,000
      Decrease(increase) in other assets                                              (118,000)          (437,000)
      Increase (decrease)in accounts payable and
         accrued liabilities                                                           721,000            (10,000)
      Increase (decrease) in deferred revenue                                               --           (590,000)
                                                                                    -----------        -----------
        TOTAL ADJUSTMENTS                                                              747,000           (415,000)
                                                                                   -----------         -----------
        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                            246,000           (835,000)
                                                                                   ------------        -----------
Cash flows used in investing activities:
    Purchases of property and equipment                                               (955,000)           (20,000)
     Investment in Salvor-in-Possession Rights                                        (747,000)
                                                                                   ------------        -----------
        NET CASH USED IN INVESTING ACTIVITIES                                       (1,702,000)           (20,000)

Cash flows provided from financing activities:

   Proceeds from Note payable                                                          500,000                  --
   Payment on Note payable                                                             (50,000)                 --
   Proceeds from issuance of common stock                                            1,278,000                  --
                                                                                     -----------        -----------
        NET CASH USED IN FINANCING ACTIVITIES                                        1,728,000                  --
                                                                                     ------------       -----------
Effect of exchange rate changes on cash                                                 18,000                  --
                                                                                     ------------       -----------
       Net (decrease) increase in cash                                                 290,000            (855,000)

Cash and cash equivalents at beginning of period                                       547,000           1,945,000
                                                                                    -----------         -----------
Cash and cash equivalents at end of period                                         $   837,000        $  1,090,000
                                                                                    ===========         ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the nine-month period for income taxes                          $         -        $          -
                                                                                    ===========         ===========
</TABLE>

                       See Notes to Consolidated Financial Statements


                                       4
<PAGE>

                   PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1 -  The accompanying consolidated financial information as of November 30,
          2004 and 2003 is  unaudited  and,  in the opinion of  management,  all
          adjustments,   consisting   only  of  normal   recurring   adjustments
          considered  necessary  for a fair  presentation  have  been  included.
          Operating   results  for  any  interim  period  are  not   necessarily
          indicative  of the  results  for any  other  interim  period or for an
          entire year.

Note 2 -  Basic loss per common share ("EPS") is computed as net loss divided by
          the  weighted-average  number of  common  shares  outstanding  for the
          period.  Diluted EPS  representing  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  is not presented for the three and nine month
          periods  ended  November 30, 2004 and 2003 since there was no dilutive
          effect  of  potential  common  shares  or the  dilutive  effect is not
          material.

Note 3 -  On May 17,  2004,  the  Company  appeared  before  the  United  States
          District  Court for the Eastern  District of Virginia  for a pre-trial
          hearing to address issues in preparation  for an Interim Salvage Award
          trial. At that hearing, the Company informed the court that the United
          States government has declined the Company's  proposal to transfer the
          Company's  Salvor-in-Possession  rights to the government. The Company
          confirmed that it intends to retain its Salvor-in-Possession rights in
          order to  exclusively  recover and preserve  artifacts  from the wreck
          site of the Titanic. As a result of that hearing, on July 2, 2004, the
          Court  rendered  an opinion  and order that  stated the Court will not
          recognize  the 1993  Proces-Verbal,  which  granted to the Company all
          artifacts  recovered  from the wreck site during the 1987  expedition,
          and that the Company will not be permitted to present  evidence at the
          Interim  Salvage Award trial for the purpose of arguing that it should
          be awarded title to the Titanic  artifacts  under the law of finds. In
          part,  the  Court  found  that the law of finds  does not apply to the
          Company  because it is the  Salvor-in-Possession  of the Titanic wreck
          and wreck site. The Company has appealed the July 2, 2004 Court Order,
          which appeal is now pending in the United  States Court of Appeals for
          the Fourth Circuit.  The Court granted a stay of proceedings on August
          2, 2004 which will delay the Interim Salvage Award trial.

Note 4 -  The United  States  Department  of State and the National  Oceanic and
          Atmospheric Administration of the United States Department of Commerce
          ("NOAA") are working  together to implement  an  International  Treaty
          with the British, French and Canadian governments which standing alone
          will not have any effect on the Company's Salvor-in-Possession rights.
          In November 2003,  Britain signed the Treaty. In June 2004, the United
          States signed the Treaty.  The Company's  Salvor-in-Possession  rights
          are  administered by the U.S.  Federal  District Court for the Eastern
          District of Virginia as  authorized  by the  Constitution.  The Treaty
          would  become  effective  in the  United  States  if  Congress  passes
          implementing legislation.

Note 5 -  During the quarter ended August 31 2004,  the Company  issued  900,000
          shares of common stock to two  officers in exchange for options  these
          officers held on 1,800,000  shares of common stock at exercise  prices
          ranging from $1.15 to $1.64 per share for terms up to ten years.  This
          exchange was required by its  investment  banker to permit the sale of
          the  Company's  securities  in a private  placement.  The common stock
          issued for this exchange vests over  twenty-four  months  beginning in
          August 2004. The value of this exchange was  $1,179,000,  or $1.31 per
          share,  the  market  price  of the  common  stock  at the  time of the
          transaction.

Note 6 -  On August 18,  2004,  the Company had an initial  closing on a private
          placement  in  which  $1,514,000  of  Units  were  sold,  representing
          1,469,892 shares of Common Stock and Warrants to purchase an aggregate


                                       5
<PAGE>

          of 440,968  shares of Common  Stock.  The  maximum  amount that can be
          funded   under  this   placement   (including   future   closings)  is
          approximately  $2,760,000.  The net proceeds of this  initial  funding
          were  $1,278,000  after fees,  expenses and other  costs.  Warrants to
          purchase 293,978 shares of the Company's common stock were also issued
          to its  investment  banking firm that arranged this equity  placement.
          All warrants issued in this offering are  exercisable  over five years
          at an  exercise  price of $1.50 per share.  Within this  funding,  the
          Company  is  obligated  to file a  registration  statement  under  the
          Securities  Act within 45 days of the final closing which was extended
          to October 24, 2004.  In  addition,  a cash penalty of 1% per month of
          the  gross  proceeds  is  assessed  and  payable  to  holder  of these
          securities for each month the  registration  fails to become effective
          after  120  days  of  the  final  closing  or the  termination  of the
          offering.


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  NOVEMBER 30, 2004 VERSUS THE QUARTER  ENDED  NOVEMBER 30,
2003

FOR THE NINE  MONTHS  ENDED  NOVEMBER  30,  2004  VERSUS THE NINE  MONTHS  ENDED
NOVEMBER 30, 2003

During the third quarter and the first nine months of its 2005 fiscal year (the
"2005 fiscal year"), the Company's revenues increased approximately 231% from
$735,000 to $2,432,000 and 125% from $2,312,000 to $5,204,000, respectively, as
compared to the third quarter and the first nine months of its 2004 fiscal year
(the "2004 fiscal year"). These changes were principally attributable to
increases in exhibition and related merchandise sales of approximately 272% from
$631,000 to $2,346,000 during the third quarter and approximately 152% from
$2,006,000 to $5,045,000 for the first nine months of the 2005 fiscal year.
These significant increases in revenues for these respective periods reflect the
direct management by the Company of its Titanic Exhibitions that began in the
first quarter of this fiscal year.

Merchandise and other revenue decreased approximately 6% from $84,000 to
$79,000, during the third quarter of the 2005 fiscal year as compared to the
third quarter of the 2004 fiscal year, and 47%, to $131,000 from $244,000 during
the first nine months of the 2005 fiscal year as compared to the first nine
months of the 2004 fiscal year. These decreases are attributed to lower sales
this fiscal year by the Company of Titanic merchandise sold separately from the
exhibitions.

The Company's sale of coal decreased to $7,000 from $20,000, or approximately
65% during the third quarter of the 2005 fiscal year as compared to the third
quarter of the 2004 fiscal year, and 55% from $62,000 to $28,000,during the
first nine months of the 2005 fiscal year as compared to the first nine months
of the 2004 fiscal year. This decrease is attributed to lower exhibit sales of
coal sold separately. Coal related jewelry is included in general merchandise
sales.

The cost of sales of coal and merchandise sold decreased 72% to $11,000 from
$40,000 in the third quarter of the 2005 fiscal year as compared to the third
quarter of the 2004 fiscal year, and 76% from $131,000 to $31,000,during the
first nine months of the 2005 fiscal year as compared to the first nine months
of the 2004 fiscal year. These decreases correspond to lower revenues in each
period.

The Company incurred exhibition costs of $792,000 and $2,040,000, respectively,
for the third quarter and first nine months of the 2005 fiscal year as the
Company now conducts its own exhibitions with museum venues and thereby incurs
costs for advertising, marketing, promotion as well as installation and
de-installation of exhibitry and artifacts. There were no similar costs incurred
in the prior respective periods as those costs were borne by the Company's
licensee who conducted the Titanic exhibitions.

                                       6
<PAGE>

The Company's general and administrative expenses increased to $1,243,000 from
$686,000, or approximately 81% during the third quarter of the 2005 fiscal year
as compared to the third quarter of the 2004 fiscal year, and increased to
$3,294,000 from $2,381,000, or approximately 38% during the first nine months of
the 2005 fiscal year as compared to the first nine months of the 2004 fiscal
year. During the 2005 fiscal year, management hired personnel to organize,
administer, and manage its own exhibitions.

For the three months ended November 30, 2004, personnel expenses increased
approximately 108%, or $269,000, to $519,000 as a consequence of this hiring
initiative as compared to the same year ago quarter. Similarly, personnel costs
have increased 76%, or $565,000, to $1,305,000 in the nine-month period ended
November 30, 2004 as compared to the year ago nine-month period. There were
increases in expenses for legal, insurance, conservation and occupancy for the
nine month period ended November 30, 2004 that represented the largest portion
of the remaining increase in general and administrative expenses.

The Company's depreciation and amortization expenses increased $52,000 or 65%
from $80,000 to $132,000, and $79,000, or 35% from $229,000 to $308,000 during
the third quarter and first nine months of the 2005 fiscal year, respectively,
as compared to the corresponding periods of the 2004 fiscal year. These
increases primarily reflect the acquisition of fixed assets during the 2005
fiscal year that includes the five sets of exhibition exhibitry acquired from
the Company's former licensee, and additional investments made in fixed assets
for its exhibitions.

The Company realized a profit of $254,000 from operations during the third
quarter of the 2005 fiscal year as compared to a loss of $71,000 in the same
period in fiscal year 2004. Management attributes this profit to higher revenues
in the current quarter by conducting its own exhibitions, despite increases in
operating and general and administrative expenses. During the first nine months
of the 2005 fiscal year the Company experienced a loss from operations of
$469,000, as compared to a loss of $429,000 in the corresponding period of the
2004 fiscal year. This increase of $48,000, or 11%, in operating loss is
attributed to the loss incurred in the first quarter of this fiscal year as the
Company began its transition from a licensor of Titanic artifacts to an operator
of the Titanic exhibition tours. The last two quarters of the Company's 2005
fiscal year have benefited from profitable operation of these exhibitions.

There was no interest income for the third quarter and $1,000 for the nine
months of the Company's 2005 fiscal year as compared to $2,000 and $9,000 for
the corresponding year ago periods. This decrease in interest income is a
consequence of lower cash balances being maintained by the Company and the
minimal interest earned on the Company's bank accounts. The Company incurred
interest expense of $14,000 and $33,000 for the third quarter and first nine
months of the 2005 fiscal year. The interest expense is for a shareholder loan
of $500,000 that was made in anticipation of the Company's capital needs as it
transitioned to the management of exhibitions. There was not any interest
expense incurred in the same year ago periods as there were no debt.

A net profit of $240,000 was realized for the three months ended November 30,
2004 as compared to a net loss of $69,000 in the same prior year period. During
the first nine months of the 2005 fiscal year the Company experienced a net loss
of $501,000, as compared to a loss of $420,000 in the corresponding period of
the 2004 fiscal year. Basic income (loss) per common share for the three months
and nine months ended November 30, 2004 were $0.01 and ($0.02), respectively,
and the weighted average shares outstanding were 22,299,939 and 20,818,898,
respectively. The losses per share were .00 and .02 for the same respective
periods in fiscal year 2004.


                         LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $246,000 for the nine months ended
November 30, 2004 as compared to net cash used in operating activities of
$415,000 in the same prior year period ended November 30, 2003. This increase in
cash provided in operating activities for the current year is primarily
attributed to an increase in accounts payable and the issuance of non-cash
consideration for expenses and services.

For the nine months ended November 30, 2004, the total cash used in investing
activities was $1,702,000 which included acquisition of property and equipment
for $955,000 and an investment by the Company in Salvor-in-Possession rights for
the expenditures in its seventh expedition to the Titanic wreck site during


                                       7
<PAGE>

August and September of 2004. A significant portion of the property and
equipment acquisition was $600,000 expended for the exhibitry purchased from the
Company's former licensee to allow the Company to conduct its own Titanic
exhibitions. In the prior year, the Company's expenditure of $20,000 of
investing activity was for furniture and equipment.

For the nine months ended November 30, 2004, cash provided by financing
activities was $1,753,000 that included a private placement of securities and a
loan provided by two shareholders. On August 18, 2004, the Company had a closing
in a private placement in which $1,514,000 of Units were sold, representing
1,469,892 shares of Common Stock, and Warrants to purchase an aggregate of
440,968 shares of Common Stock. The net proceeds of this funding were $1,278,000
after fees, expenses and other costs. Warrants were also issued to an investment
banker who arranged this equity placement, for a right to purchase 293,978
shares of the Company's Common Stock. All warrants issued in this undertaking
are exercisable over a five term at an exercise price of $1.50 per share. Within
this funding, the Company was obligated to file a registration statement under
the Securities Act within 45 days of the final closing that was extended to
October 24, 2004. This equity financing was used to supplement the company's
working capital needs in its transition to manage and administer its exhibition
business. In the prior year period, the Company did not have any financing
activities.

The Company's net working capital and stockholders' equity were $1,631,000 and
$8,637,000, respectively at November 30, 2004 as compared to $13,000 and
$6,004,000, respectively, at February 29, 2004. The Company's working capital
ratio was 1.8 at November 30, 2004 an improvement as compared to 1.0 at February
29, 2004.

The Company recently conducted its seventh research and recovery expedition to
the Titanic wreck site and was successful in rescuing over 75 important historic
artifacts. The Company plans to continue its recovery work by planning future
expeditions to the Titanic wreck-site as it intends to maintain its sole and
exclusive rights as salvor- in-possession as conferred upon it by the U.S.
Federal District Court for the Eastern District of Virginia. Expedition 2004
departed from Halifax, Nova Scotia, Canada on August 25, 2004 and for the first
time allowed the Company to rely exclusively on a deep ocean Remotely Operated
Vehicle that permitted the expedition to utilize round-the-clock underwater
operations. The mission objectives for Expedition 2004, in addition to
recovering important historical objects and identifying artifacts for future
recovery, were to inspect the wreck-site for alleged harm caused by previous
visitors and, if necessary, the Company would establish guidelines for future
visitation. During the second and third quarters of fiscal year 2005, the
Company spent $747,000 on this expedition that it accounted for as a cost of its
Salvor-in-Possession Rights. A previous ruling from the U.S. Federal District
Court for the Eastern District of Virginia, which has jurisdiction over the
Company's salvor activities, declared that the Company's Salvor-in-Possession
Right was its principal asset.

Although no date has been set for an expedition, management continues to plan to
undertake a recovery operation to the RMS CARPATHIA to recover objects. As the
Company owns this sunken vessel, it is the intent of management to sell and/or
exhibit any items recovered.

The Company completed its equity funding in which it raised approximately $1.2
million after costs and expenses. Management expects that it will require
additional outside funding to further implement its plans to conduct future
exhibitions for both Titanic and other newly developed exhibitions. Previously,
the Company relied upon third parties to conduct exhibitions under a licensing
arrangement. There can be no assurances that further outside financing will be
available when needed upon reasonable terms and as timely as management may
require for the proper conduct of these and other future endeavors. If such
further financing is not available, it could have a detrimental impact on the
Company and its businesses.

The exhibition tour agreement license period with Clear Channel Exhibits Inc.
ended on April 25, 2004. Prior to the end of that license agreement, the Company
purchased for $600,000, payable over two years, all Titanic exhibitry owned by
CCE, which included exhibitry for five complete exhibitions of Titanic
artifacts.

                                       8
<PAGE>

The Company began its own Titanic Exhibitions in May 2004. Since then the
Company has successfully conducted exhibitions in Philadelphia, Pennsylvania,
Salt Lake City, Utah, and Manchester, England. The Company's Titanic Exhibitions
in Omaha, Nebraska and Shanghai, China ended in September and October 2004,
respectively. In addition, the Company began its new prototype "Bodies Revealed"
Exhibition in Blackpool, England during August 2004 that ended in October 2004.
A second exhibition utilizing this same format will open early the next fiscal
year.

In order to protect its Salvor-in-Possession status and to prevent third-parties
from salvaging the Titanic wreck and wreck site, or interfering with the
Company's rights and ability to salvage the wreck and wreck site, the Company
may have to commence judicial proceedings against third-parties. Such
proceedings could be expensive and time-consuming. Additionally, the Company, in
order to maintain its Salvor-in-Possession status, needs to, among other things,
maintain a reasonable presence over the wreck. The Company may be required to
incur the costs for future expeditions so as to maintain its
Salvor-in-Possession status. The Company's ability to undertake future
expeditions may be dependent upon the availability of financing. No assurances
can be given that any financing will be available on satisfactory terms.

Except for historical information contained herein, this Quarterly Report on
Form 10-Q contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 which involve certain risks and
uncertainties including, without limitation, the Company's needs, as discussed
above, to obtain additional financing in order to achieve its objectives and
plans. The Company's actual results or outcomes may differ materially from those
anticipated. Important facts that the Company believes might cause such
differences are discussed in the cautionary statements accompanying the
forward-looking statements as well as in the risk factors discussed in the
Company's Annual Report on Form 10-K and below. Such statements consist of any
statement other than a recitation of historical fact and can be identified by
the use of forward looking terminology such as "may", "expect", "will",
"anticipate" "estimate", or "continue" or the negative thereof or other
variations thereon or comparable terminology. The Company does not have any
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements contained in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation of the Company or any other such
person that the objectives and plans of the Company will be achieved.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the Company's financial
position due to adverse changes in financial market prices and rates. Market
risk exposure is primarily a result of fluctuations in interest rates and
foreign currency exchange rates. The Company does not hold or issue financial
instruments for trading purposes.

Interest Rate Risk

The Company's has exposure to market rate risk for changes in interest rates
related to our debt financing. Interest income on our cash, cash equivalents,
and short-term investments is subject to interest rate fluctuations, but the
Company believes that the impact of these fluctuations does not have a material
effect on its financial position due to the short-term nature of any such
investments. The Company does have long-term debt. Our interest income and
interest expense are most sensitive to the general level of interest rates in
the United States. Sensitivity analysis is used to measure our interest rate
risk. For the three and nine months ending November 30, 2004, a 100 basis-point
adverse change in interest rates would not have had a material effect on our
consolidated financial position, earnings, or cash flows.

                                       9
<PAGE>

Foreign Currency Risk

The Company from time to time conducts business activities outside of the United
States, and thereby is exposed to the risk of currency fluctuations between the
United States dollar and certain foreign currency. If the value of the United
States dollar decreases in relation to the foreign currency, the Company's
potential revenue from exhibition and merchandising activities outside of the
United States will be adversely affected. During the quarter ended November 30,
2004, the Company did not incur any material losses because of changes in the
exchange rates with respect to foreign currencies. Although the Company's
financial arrangements with foreign parties may be based upon foreign
currencies, the Company has sought, and will continue to seek, to make its
financial commitments and understandings based upon the United States Dollar so
as to minimize the adverse potential effect of currency fluctuations.

We have assumed risks from operations because we are now directly conducting
exhibitions of Titanic Artifacts.

Exhibition Risk

The Company  terminated its tour agreement with CCE on April 25, 2004 and is now
directly  conducting  exhibitions  of Titanic  artifacts  with museums and other
parties.  The Company will no longer  receive  guaranteed  payments from CCE for
exhibition  of  Titanic  artifacts.  As a result of its direct  operations,  the
Company has  incurred  substantial  expenses  for hiring  personnel,  purchasing
exhibitry,  transporting  artifacts and  exhibitry,  administrative  expense and
other costs.  The revenues that the Company  receives from its  exhibitions,  if
insufficient  to  offset  the  Company's  overhead,  can be  expected  to have a
material  adverse  effect  on  the  Company's  financial  position,  results  of
operations and prospects.


ITEM 4.    CONTROLS AND PROCEDURES

a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including
the Chief Executive Officer and Chief Financial Officer, we have evaluated the
disclosure controls and procedures as of the end of the period covered by this
quarterly report. Based on this evaluation, the Chief Executive Officer and
Chief Financial Officer conclude that the disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of
1934) effectively ensure that information required to be disclosed in our
filings and submissions under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms.

b) Changes in internal control over financial reporting.

There have been no changes in the Corporation's internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most
recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Corporation's internal control over
financial reporting.


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

On May 17, 2004, the Company appeared before the United States District Court
for the Eastern District of Virginia for a pre-trial hearing to address issues
in preparation for an Interim Salvage Award trial. At that hearing, the Company
informed the court that the United States government has declined the Company's
proposal to transfer the Company's Salvor-in-Possession rights to the
government. The Company confirmed that it intends to retain its
Salvor-in-Possession rights in order to exclusively recover and preserve


                                       10
<PAGE>

artifacts from the wreck site of the Titanic. As a result of that hearing, on
July 2, 2004, the Court rendered an opinion and order that stated the Court will
not recognize the 1993 Proces-Verbal, which granted to the Company all artifacts
recovered from the wreck site during the 1987 expedition, and that the Company
will not be permitted to present evidence at the Interim Salvage Award trial for
the purpose of arguing that it should be awarded title to the Titanic artifacts
under the law of finds. In part, the Court found that the law of finds does not
apply to the Company because it is the Salvor-in-Possession of the Titanic wreck
and wreck site. The Company has appealed the July 2, 2004 Court Order, which
appeal is now pending in the United States Court of Appeals for the Fourth
Circuit. The Court granted a stay of proceedings on August 2, 2004, which will
delay the Interim Salvage Award trial.

The United States Department of State and the National Oceanic and Atmospheric
Administration of the United States Department of Commerce ("NOAA") are working
together to implement an International Treaty with the British, French and
Canadian governments which standing alone will not have any effect on the
Company's Salvor-in-Possession rights. In November 2003, Britain signed the
Treaty. In June 2004, the United States signed the Treaty. The Company's
Salvor-in-Possession rights are administered by the U.S. Federal District Court
for the Eastern District of Virginia as authorized by the Constitution. The
Treaty would become effective in the United States if Congress passes
implementing legislation.

On August 3, 2004, the Company filed a motion with the United States District
Court for the District of Connecticut against a disgruntled former officer,
director, and lawyer of the Company. In this motion, the Company alleges that
this former officer, director and lawyer secretly spearheaded litigation against
the Company, in direct violation of a release and settlement agreement he
entered into with the Company in January 2000. If the Company prevails on this
motion, it intends to seek substantial damages from the defendant. The final
outcome of this matter cannot now be determined.

There have been no other material changes in the legal proceedings discussed in
the Company's Annual Report on Form 10-K for the year ended February 29, 2004.


ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES.

         None.

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


        The Annual Meeting of the Shareholders of the Company was held on
December 10, 2004. Messrs. Arnie Geller, Gerald Couture, Doug Banker and Nick
Cretan were elected directors of the Company until their successors are duly
elected and qualified. The results of the election were as follows:


                           Voted For          Abstained
Arnie Geller               12,276,146           326,261
Gerald Couture             12,276,148           326,261
Doug Banker                12,283,908           318,500
Nick Cretan                12,283,909           318,500

Kempisty and Company, Certified Public Accountants, P.C. was ratified as the
Company's independent certified public accountants for fiscal year 2005 with
12,284,809 shares of common stock voted in favor, 316,501 shares of common stock
voted against, 2,000 abstained.

                                       11
<PAGE>


ITEM 5.  OTHER INFORMATION.

(a) None. (b) None.

ITEM 6.  EXHIBITS
<TABLE>

<S>    <C>
31(a)   Certification of CEO pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934.
31(b)   Certification of CFO pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934.
32(a)   Certification of CEO pursuant to 18 U.S.C Section 1350.
32(b)   Certification of CFO pursuant to 18 U.S.C Section 1350.
</TABLE>


                                       12
<PAGE>
                                   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.

                                  PREMIER EXHIBITIONS, INC.
                                  (Registrant)



Dated:   January 21, 2005         By:  /s/ Arnie Geller
                                  -------------------------------------------
                                  Arnie Geller, President