UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                            -------------------------

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

   For the quarterly period ended                     Commission file number
           March 23, 2004                                   000-22753
   ------------------------------                     ----------------------


                      TOTAL ENTERTAINMENT RESTAURANT CORP.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                                          52-2016614
-------------------------------                       ----------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                       Identification Number)


                            9300 East Central Avenue
                                    Suite 100
                              Wichita, Kansas 67206
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (316) 634-0505
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

         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. [X] Yes  [ ] No

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).  [ ] Yes  [X] No

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


         Class                                  Outstanding at April 30, 2004
-----------------------------
Common Stock, $.01 par value                           9,883,512 shares
<PAGE>

                      TOTAL ENTERTAINMENT RESTAURANT CORP.

                                      Index

                                                                           Page
                                                                          Number
                                                                          ------

PART I.   FINANCIAL INFORMATION
-------------------------------

Item 1.  Condensed Financial Statements (unaudited)

     Condensed Consolidated Balance Sheets at
     March 23, 2004 and December 30, 2003                                   2

     Condensed Consolidated Statements of
     Operations for the twelve weeks ended
     March 23, 2004 and March 25, 2003                                      3

     Condensed Consolidated Statements of
     Cash Flows for the twelve weeks ended
     March 23, 2004 and March 25, 2003                                      4

     Notes to Condensed Consolidated
     Financial Statements                                                   5

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

Item 3.  Quantitative and Qualitative
     Disclosures About Market Risk                                          9

Item 4.  Procedures and Controls                                           10

PART II.  OTHER INFORMATION
---------------------------

Item 6.  Exhibits and Reports on Form 8-K                                  10

                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                      Condensed Consolidated Balance Sheets
                                 (in thousands)
                                   (Unaudited)
                                                                 March 23,     December 30,
                                                                   2004           2003
                                                                ----------     ----------
<S>                                                             <C>            <C>
      ASSETS

Current assets:
  Cash and cash equivalents                                     $      817     $      813
  Inventories                                                        2,106          2,096
  Prepaid income taxes                                                  --            997
  Deferred income taxes                                                242            281
  Other current assets                                               2,016          1,538
                                                                ----------     ----------
     Total current assets                                            5,181          5,725

Property and equipment:
  Land                                                                 600            600
  Buildings                                                            703            703
  Leasehold improvements                                            46,624         45,092
  Equipment                                                         26,107         25,107
  Furniture and fixtures                                             7,737          7,514
                                                                ----------     ----------
                                                                    81,771         79,016
  Less accumulated depreciation and amortization                    24,108         22,615
                                                                ----------     ----------
                                                                    57,663         56,401
Other assets:
  Goodwill, net of accumulated amortization                          3,661          3,661
  Advances to developer                                                842            842
  Other assets                                                         941            983
                                                                ----------     ----------
Total other assets                                                   5,444          5,486
                                                                ----------     ----------
        Total assets                                            $   68,288     $   67,612
                                                                ==========     ==========
  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                              $    3,098     $    5,510
  Sales tax payable                                                    978          1,187
  Accrued payroll                                                    1,692          1,674
  Accrued payroll taxes                                                953            824
  Accrued income taxes                                                  20             --
  Other accrued liabilities                                          2,454          2,391
                                                                ----------     ----------
        Total current liabilities                                    9,195         11,586

Notes payable                                                        3,335          3,635
Deferred taxes                                                       2,800          2,503
Deferred revenue                                                        14             21
Accrued rent                                                           603            547

Stockholders' equity:
  Preferred stock                                                       --             --
  Common stock                                                          99             98
  Additional paid-in capital                                        28,899         28,553
  Retained earnings                                                 23,343         20,669
                                                                ----------     ----------
        Total stockholders' equity                                  52,341         49,320
                                                                ----------     ----------
        Total liabilities and stockholders' equity              $   68,288     $   67,612
                                                                ==========     ==========
</TABLE>

                             See accompanying notes.

                                      - 2 -
<PAGE>

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                 Condensed Consolidated Statements of Operations
                  (in thousands, except per share information)
                                   (Unaudited)

                                        Twelve Weeks        Twelve weeks
                                           ended               ended
                                       March 23, 2004      March 25, 2003
                                       --------------      --------------
Sales:
  Food and beverage                    $       31,421      $       24,866
  Entertainment and other                       2,426               2,175
                                       --------------      --------------
     Total net sales                           33,847              27,041

Costs and expenses:
  Costs of sales                                9,116               6,949
  Restaurant operating expenses                16,972              13,515
  Depreciation and amortization                 1,504               1,355
  Preopening costs                                432                 287
                                       --------------      --------------
Restaurant costs and expenses                  28,024              22,106
                                       --------------      --------------
Restaurant operating income                     5,823               4,935
General and administrative expenses             1,745               1,367
                                       --------------      --------------
Income from operations                          4,078               3,568

Other income (expense):
  Other income                                      3                  --
  Interest expense                                (35)                (25)
                                       --------------      --------------

Income before income taxes                      4,046               3,543
Provision for income taxes                      1,372               1,275
                                       --------------      --------------
Net income                             $        2,674      $        2,268
                                       ==============      ==============

Basic earnings per share               $         0.27      $         0.23
                                       ==============      ==============

Diluted earnings per share             $         0.26      $         0.22
                                       ==============      ==============

                             See accompanying notes.

                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (Unaudited)

                                                                 Twelve Weeks      Twelve weeks
                                                                    ended              ended
                                                                March 23, 2004     March 25, 2003
                                                                --------------     --------------
<S>                                                                      <C>                <C>
Cash flows from operating activities:
 Net income                                                              2,674              2,268
 Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                       1,525              1,373
     Deferred income taxes                                                 336                 92
     Net change in operating assets and liabilities:
         Change in operating assets                                        646             (1,475)
         Change in operating liabilities                                (1,959)              (243)
                                                                --------------     --------------
         Net cash provided by operating activities                       3,222              2,015

Cash flows from investing activities:
 Purchases of property and equipment                                    (3,137)            (2,436)
 Advances to developer                                                      --               (532)
                                                                --------------     --------------
         Net cash used in investing activities                          (3,137)            (2,968)

Cash flows from financing activities:
 Proceeds from revolving note payable to bank                            8,315              7,935
 Payments of revolving note payable to bank                             (8,615)            (7,015)
 Proceeds from exercise of stock options                                   219                 37
 Purchase of common stock                                                   --               (328)
                                                                --------------     --------------
         Net cash (used in) provided by financing activities               (81)               629
                                                                --------------     --------------
         Net increase (decrease) in cash and cash equivalents                4               (324)

Cash and cash equivalents at beginning of period                           813              1,116
                                                                --------------     --------------
Cash and cash equivalents at end of period                                 817                792
                                                                ==============     ==============

Supplemental disclosure of cash flow information:
Cash paid for interest                                                      40                 25
Cash paid for income taxes, net of refunds received                       (109)             1,264

Supplemental disclosure of non cash activity:
Net change to property and equipment in accounts
 payable                                                                  (383)             1,396
Tax benefit related to stock options exercised                             128                 --
</TABLE>

                             See accompanying notes.

                                      - 4 -
<PAGE>

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation and Description of Business
     -------------------------------------------------

     The unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. The information furnished herein reflects all
adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management, necessary to fairly present the operating results
for the respective periods. Certain information and footnote disclosures
normally presented in annual financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to such
rules and regulations. These financial statements should be read in conjunction
with the Company's audited consolidated financial statements in its 2003 Form
10-K. The results of the twelve weeks ended March 23, 2004 are not necessarily
indicative of the results to be expected for the full year ending December 28,
2004.

2.   Accounting for Stock-Based Compensation
     ---------------------------------------

     In accordance with Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, the Company uses the intrinsic
value-based method for measuring stock-based compensation cost which measures
compensation cost as the excess, if any, of the quoted market price of Company's
common stock at the grant date over the amount the employee must pay for the
stock. The Company's policy is to grant stock options with grant prices equal to
the fair value of the Company's common stock at the date of grant. Proceeds from
the exercise of common stock options issued to officers, directors and key
employees under the Company's stock option plans are credited to common stock to
the extent of par value and to additional paid-in capital for the excess.

     Pro forma information regarding net income and earnings per share is
required by Statement No. 123, which also requires the information be determined
as if the Company has accounted for its employee stock options granted under the
fair value of that Statement. The fair value method for these options were
estimated at the date of grant using a Black-Scholes option pricing model with
the following weighted-average assumptions: risk-free interest rate ranging from
2.9% to 5.3%; no dividend yields; volatility factor ranging from 0.281 to 0.853;
and a weighted-average expected life of the option of 5 years.

     The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

     For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the option's vesting period. The Company's
pro forma information is as follows:
<TABLE>
<CAPTION>

                                                 12 weeks ended     12 weeks ended
                                                 March 23, 2004     March 25, 2003
                                                 --------------     --------------
<S>                                              <C>                <C>
     Net income, as reported                     $    2,674,663     $    2,267,585
     Pro forma stock-based employee
        compensation cost, net of tax                   163,139             89,858
                                                 --------------     --------------
     Pro forma net income                             2,511,524     $    2,177,727
                                                 ==============     ==============
     Earnings per share:
        Basic, as reported                       $         0.27     $         0.23
        Basic, pro forma                         $         0.25     $         0.22
        Diluted, as reported                     $         0.26     $         0.22
        Diluted, pro forma                       $         0.24     $         0.21
     Weighted  average fair value of options
        granted during the quarter               $         4.90     $         5.66
</TABLE>

                                       -5-
<PAGE>

3.   Stock Options
     -------------

     During the twelve week period ended March 23, 2004, the Company granted to
certain key employees stock options for 90,000 shares of Common Stock at a
weighted-average exercise price of $12.08 per share and options to purchase
48,654 shares were exercised at a weighted-average exercise price of $4.50 per
share pursuant to its 1997 Incentive and Nonqualified Stock Option Plan.

4.   Earnings Per Share
     ------------------

     Basic earnings per share amounts are computed based on the weighted average
number of shares actually outstanding. The number of weighted averaged shares
outstanding for the twelve week periods ended March 23, 2004 and March 25, 2003
were 9,850,512 and 9,864,658, respectively.

     Diluted earnings per share are computed similar to basic earnings per share
except that the weighted average shares outsanding are increased to include
additional shares for the assumed exercise of stock options, if dilutive. The
number of additional shares is calculated by assuming that outstanding stock
options were exercised and the proceeds from such exercises were used to acquire
common shares at an average price during the reporting period. The number of
shares resulting from this computation of diluted earnings per share for the
twelve weeks ended March 23, 2004 and March 25, 2003 were 10,442,063 and
10,247,682, respectively.

Item 2.  Management's Discussion and Anaysis of Financial
         Condition and Results of Operations
         -----------------------------------

General

     The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto included elsewhere in this Form 10-Q.

     As of March 23, 2004, the Company owned and operated 66 restaurants under
the Fox and Hound Smokehouse & Tavern, Fox and Hound English Pub & Grille, and
Fox and Hound Pub & Grille ("Fox and Hound"), Bailey's Smokehouse & Tavern,
Bailey's Sports Grille and Bailey's Pub & Grille ("Bailey's") brand names. The
Company's restaurants offer a broad menu of mid-priced appetizers, entrees, and
desserts served in generous portions. In addition, each location features a
full-service bar and offers a wide selection of major domestic, imported and
specialty beers. Each restaurant emphasizes a high energy environment with
multiple billiard tables and satellite and cable coverage of a variety of
sporting events and music videos. In addition to our food, the Company believes
that customers are attracted to the elegant yet comfortable atmosphere of dark
wood interiors, polished brass, embroidered chairs and booths, and etched glass.
The Fox and Hound and Bailey's restaurants share identical design and
operational principles and menus. As of March 23, 2004, the Company owned and
operated 50 Fox and Hound restaurants and 16 Bailey's restaurants located in
Alabama, Arizona, Arkansas, Colorado, Georgia, Illinois, Indiana, Kansas,
Louisiana, Michigan, Missouri, Nebraska, New Mexico, North Carolina, Ohio,
Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas and Virginia. As of
March 25, 2003, the Company owned and operated 42 Fox and Hound restaurants and
14 Bailey's restaurants.

     The components of the Company's net sales are food and non-alcoholic
beverages, alcoholic beverages, and entertainment and other (principally
billiard table rental fees). For the twelve weeks ended March 23, 2004, food and
non-alcoholic beverages were 33.8% of total sales, alcoholic beverages were
59.0% of total sales and entertainment and other were 7.2% of total sales. For
the twelve weeks ended March 25, 2003, food and non-alcoholic beverages were
32.4% of total sales, alcoholic beverages were 59.6% of total sales and
entertainment and other were 8.0% of total sales.

     The components of the Company's cost of sales primarily include direct
costs of food, non-alcoholic beverages and alcoholic beverages. These costs are
generally variable and will fluctuate with changes in sales volume and sales
mix.

     Components of restaurant operating expenses include operating payroll and
fringe benefits, and occupancy, maintenance and utilities. All but one of the
Company's locations are leased and provide for a minimum annual rent, with some
leases calling for additional rent based on sales volume at the particular
location in excess of specified minimum sales levels.

                                      -6-
<PAGE>

     Depreciation and amortization costs primarily include depreciation and
amortization of capital expenditures for restaurants.

     Preopening costs include labor costs, costs of hiring and training
personnel and certain other costs relating to opening new restaurants.

     General and administrative expenses include all corporate and
administrative functions that support existing operations and provide an
infrastructure to support future growth. Management, supervisory and staff
salaries, employee benefits, travel, information systems, training, rent and
office supplies as well as accounting services fees are major items of costs in
this category.

     In calculating comparable restaurant sales, the Company includes a
restaurant in the comparable restaurant base after it has been in operation for
18 full months. As of March 23, 2004, there were 52 restaurants in the
comparable restaurant base. Annualized average weekly sales are computed by
dividing net sales during the period by the number of store operating weeks and
multiplying the result by 52.

Results of Operations

     The following table sets forth for the periods indicated (i) the
percentages which certain items included in the Condensed Consolidated Statement
of Operations bear to net sales, and (ii) other selected operating data. The
Company operates on a 52 or 53 week fiscal year ending the last Tuesday in
December. Fiscal years 2004 and 2003 consist of 52 weeks. Fiscal quarters
consist of three accounting periods of 12 weeks each and a final period of 16 or
17 weeks.

                                                          Twelve Weeks Ended
                                                      -------------------------
                                                       March 23,      March 25,
                                                         2004           2003
                                                      ----------     ----------
Operating Statement Data:
   Net sales ........................................      100.0%         100.0%
   Costs and expenses:
       Costs of sales ...............................       26.9           25.7
       Restaurant operating expenses ................       50.1           50.0
       Depreciation and amortization ................        4.4            5.0
       Preopening costs .............................        1.3            1.1
                                                      ----------     ----------

           Restaurant costs and expenses ............       82.7           81.8
                                                      ----------     ----------

   Restaurant operating income ......................       17.3           18.2
   General and administrative expenses ..............        5.2            5.0
                                                      ----------     ----------
   Income from operations ...........................       12.1           13.2
   Interest expense .................................        0.1            0.1
                                                      ----------     ----------

   Income before income taxes .......................       12.0           13.1
   Provision for income taxes .......................        4.1            4.7
                                                      ----------     ----------
   Net income .......................................        7.9%           8.4%

Restaurant Operating Data (dollars in thousands):
   Annualized average weekly sales per location ..... $    2,260     $    2,137
   Number of restaurants at end of the period .......         66             56


Twelve Weeks Ended March 23, 2004 Compared to Twelve Weeks Ended March 25, 2003

     Net sales increased $6,806,000 (25.2%) for the twelve weeks ended March 23,
2004 to $33,847,000 from $27,041,000 for the twelve weeks ended March 25, 2003.
This increase was due to a 18.4% increase in store weeks (779 versus 658) as a
result of ten restaurants opening since March 25, 2003 and a 5.7% increase in
annualized average weekly sales for units open during the entire period
primarily as a result of increased customer traffic. Comparable restaurant sales
increased 1.8% for the quarter ended March 23, 2004.

     Costs of sales increased $2,167,000 (31.2%) for the twelve weeks ended
March 23, 2004 to $9,116,000 from $6,949,000 in the twelve weeks ended March 25,
2003, and increased as a percentage of sales to 26.9% from 25.7%. This increase
is principally attributable to an increase in the cost of certain raw products
and increased promotional activities.

     Restaurant operating expenses increased $3,457,000 (25.6%) for the twelve
weeks ended March 23, 2004 to $16,972,0000 from $13,515,000 in the twelve weeks
ended March 25, 2003, and increased as a percentage of net sales to 50.1% from

                                      -7-
<PAGE>

50.0%. This increase as a percentage of sales is principally attributable to
higher occupancy costs on new units and higher liability insurance and claims
expense.

     Depreciation and amortization increased $149,000 (11.0%) for the twelve
weeks ended March 23, 2004 to $1,504,000 from $1,355,000 in the twelve weeks
ended March 25, 2003, and decreased as a percentage of sales to 4.4% from 5.0%.
This increase in expense is due to additional depreciation on ten restaurants
opened net of older restaurants with fully depreciated equipment during the
year.

     Preopening costs increased $145,000 (50.5%) for the twelve weeks ended
March 23, 2004 to $432,000 from $287,000 in the twelve weeks ended March 25,
2003. These costs are attributable to two units that opened during the twelve
weeks ended March 23, 2004 and partial preopening expenses for five restaurants
which have yet to open. Two restaurants were opened in the twelve weeks ended
March 25, 2003.

     General and administrative expenses increased $378,000 (27.7%) for the
twelve weeks ended March 23, 2004 to $1,745,000 from $1,367,000 in the twelve
weeks ended March 25, 2003, and increased as a percentage of net sales to 5.2%
from 5.0%, due to an increase in corporate infrastructure to support our
expansion.

     Interest expense was $35,000 for the twelve weeks ended March 23, 2004 and
$25,000 for the twelve weeks ended March 25, 2003. This increase is due to a
higher average balance which was partially offset by a lower average interest
rate applicable to the revolving note payable in the current fiscal year
compared with the prior fiscal year.

     The effective income tax rate was 33.9% for the twelve weeks ended March
23, 2004 and 36.0% for the twelve weeks ended March 25, 2003. The decrease is
primarily due to the impact of the credit for social security taxes paid on tips
in excess of minimum wage relative to the amount of income before income taxes
and a decrease in the effective state tax rate.

Quarterly Fluctuations, Seasonality and Inflation

     The timing of new unit openings will result in significant fluctuations in
quarterly results. The Company expects seasonality to be a factor in the results
of its business in the future due to expected lower second and third quarter
revenues due to the summer season. The primary inflationary factors affecting
the Company's operations include food, liquor and labor costs. A large number of
the Company's restaurant personnel are tipped employees who are paid at the
federal subminimum wage level; therefore, future subminimum wage changes will
have a significant effect on labor costs. As costs of food and labor have
increased, the Company has historically been able to offset these increases
through economies of scale, improved operating procedures and menu price
changes; however, short-term fluctuations in raw product pricing may have an
impact on the Company's costs of food. To date, inflation has not had a material
impact on operating margins.

Liquidity and Capital Resources

     As is customary in the restaurant industry, the Company operates with
negative working capital. Negative working capital decreased $1,847,000 to
$4,014,000 as of March 23, 2004 from $5,861,000 as of December 30, 2003. This
decrease is attributable primarily to cash provided by operations in excess of
payments on the line of credit and cost of purchases of property and equipment.
Cash increased $4,000 to $817,000 at March 23, 2004 compared to the balance of
$813,000 at December 30, 2003. The Company does not have significant receivables
or inventory and receives trade credit based upon negotiated terms in purchasing
food and supplies. Because funds available from cash sales are not needed
immediately to pay for food and supplies, or to finance inventory, they may be
considered as a source of financing for noncurrent capital expenditures.

     On September 1, 1998 the Company entered into a loan agreement with Intrust
Bank, N.A. (the "Line of Credit") which provides for a line of credit of
$20,000,000 subject to certain limitations based on earnings before interest,
taxes, depreciation and amortization of the past fifty-two weeks and the amount
of capital lease obligations on personal property. The Line of Credit is secured
by substantially all of the Company's assets. The Line of Credit requires
monthly payments of interest only until November 1, 2006, at which time equal
monthly installments of principal and interest are required as necessary to
fully amortize the outstanding indebtedness plus future interest over a period
of four years. Interest is accrued at 1/2% below the prime rate as published in
The Wall Street Journal. Proceeds from the Line of Credit are being used for
restaurant development. As of March 23, 2004 the Company had borrowed $3,335,000
under the Line of Credit. The Company is in compliance with all debt covenants.

     Cash flows from operations were $3,222,000 in the 12 weeks ended March 23,
2004 compared to $2,015,000 in the 12 weeks ended March 25, 2003. Purchases of
property and equipment were $3,137,000 in the 12 weeks ended March 23, 2004

                                      -8-
<PAGE>

compared to $2,436,000 in the 12 weeks ended March 25, 2003. Advances made to
the developer for two build-to-suit locations were $532,000 in the 12 weeks
ended March 25, 2003. Net payments on the revolving note payable to bank were
$300,000 for the 12 week period ending March 23, 2004 compared to net proceeds
of $920,000 for the 12 weeks ending March 25, 2003. At March 23, 2004, the
Company had $817,000 in cash and cash equivalents.

     The Company intends to open twelve to fifteen new locations in fiscal year
2004 and twelve to fifteen new locations in fiscal year 2005. At March 23, 2004,
two units had been opened in fiscal 2004, four units were under construction,
contracts had been executed on seven additional sites, and contract negotiations
had begun on four additional sites. The Company is currently evaluating
locations in markets familiar to its management team. However, the number of
locations actually opened and the timing thereof may vary depending upon the
ability of the Company to locate suitable sites and negotiate favorable leases.
The Company expects to expend approximately $20.0 to $25.0 million to open new
locations over the next twelve months.

     The Company believes the funds available from the Line of Credit and its
cash flow from operations will be sufficient to satisfy its working capital and
capital expenditure requirements for at least the next twelve months. There can
be no assurance, however, that changes in the Company's operating plans, the
acceleration or modification of the Company's expansion plans, lower than
anticipated revenues, increased expenses, stock repurchases, potential
acquisitions or other events will not cause the Company to seek additional
financing sooner than anticipated, prevent the Company from achieving the goals
of its expansion strategy or prevent any newly opened locations from operating
profitably. There can be no assurance that additional financing will be
available on terms acceptable to the Company or at all.

Forward Looking Statements

     This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. 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 included in this report
will prove to be accurate. Our actual results may differ materially from the
forward-looking statements contained herein. Factors that could cause actual
results to differ from the results discussed in the forward-looking statements
include, but are not limited to, potential increases in food, alcohol, labor,
and other operating costs, changes in competition, the inability to find
suitable new locations, changes in consumer preferences or spending patterns,
changes in demographic trends, the effectiveness of our operating and growth
initiatives and promotional efforts, and changes in government regulation.
Further information about the factors that might affect the Company's financial
and other results are included in the Company's 10-K, filed with the Securities
and Exchange Commission. 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 by the Company or any
other person that the objectives and plans of the Company will be achieved.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

     Interest Rate Risk

     The Company's Line of Credit has a variable rate which is directly affected
by changes in U.S. interest rates. The average interest rate of the Facility was
3.50% for the twelve weeks ended March 23, 2004. The interest rate at March 23,
2004 was 3.50%. The following table presents the quantitative interest rate
risks at March 23, 2004:
<TABLE>
<CAPTION>

                                                  Principal Amount by Expected Maturity
                         -----------------------------------------------------------------------------------
                                                             (In thousands)
                                                                                                      Fair
                                                                               There-                 Value
(dollars in thousands)    2004      2005       2006       2007       2008       after       Total    3/23/04
-----------------------  ------    ------    -------    -------    -------    ---------    -------   -------
<S>                      <C>       <C>       <C>        <C>        <C>        <C>          <C>       <C>
Variable rate debt       $   --    $   --    $   130    $   795    $   823    $   1,587    $ 3,335   $ 3,335
Average Interest Rate-
  1/2% below prime           --      3.50%      3.50%      3.50%      3.50%        3.50%
</TABLE>

                                      -9-
<PAGE>

Item 4.  Procedures and Controls
         -----------------------

     As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

PART II.  OTHER INFORMATION
---------------------------

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

Exhibits

     Exhibit 31.1 - Certification by Steven M. Johnson pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

     Exhibit 31.2 - Certification by James K. Zielke pursuant to Rule 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

     Exhibit 32.1 - Certification by Steven M. Johnson pursuant to Rule
13a-14(b) and 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

     Exhibit 32.2 - Certification by James K. Zielke pursuant to Rule 13a-14(b)
and 15d-14(b) 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

Reports on Form 8-K

     A Current Report on Form 8-K (Item 5) dated February 4, 2004, reporting the
filing of Exhibit 99.1-Press release of Total Entertainment Restaurant Corp.

     A Current Report on Form 8-K (Item 5) dated February 9, 2004, reporting the
filing of Exhibit 99.1-Press release of Total Entertainment Restaurant Corp.

     A Current Report on Form 8-K (Item 5) dated February 12, 2004, reporting
the filing of Exhibit 99.1-Press release of Total Entertainment Restaurant Corp.

     A Current Report on Form 8-K (Item 5) dated March 12, 2004, reporting the
filing of Exhibit 99.1-Press release of Total Entertainment Restaurant Corp.

                                      -10-
<PAGE>

TOTAL ENTERTAINMENT RESTAURANT CORP.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.


                                       Total Entertainment Restaurant Corp.
                                       (Registrant)

Date     May 6, 2004                   /s/ JAMES K. ZIELKE
    ---------------------              -----------------------------------------
                                       James K. Zielke
                                       Chief Financial Officer,
                                       Secretary and Treasurer
                                       (Duly Authorized Officer)

                                      -11-