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, 1999                                           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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

          Class                                  Outstanding at May 7, 1999
Common Stock, $.01 par value                           10,415,000 shares


<PAGE>


                      TOTAL ENTERTAINMENT RESTAURANT CORP.

                                      Index

                                                                           Page
                                                                          Number
                                                                          ------

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     Condensed Consolidated Balance Sheets at
     March 23, 1999 and December 29, 1998                                    2

     Condensed Consolidated Statements of
     Operations for the twelve weeks ended
     March 23, 1999 and March 24, 1998                                       3

     Condensed Consolidated Statements of
     Cash Flows for the twelve weeks ended
     March 23, 1999 and March 24, 1998                                       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                                          11

PART II. OTHER INFORMATION

Item 2. Changes in Securities                                               11

Item 6. Exhibits and Reports on Form 8-K                                    12



<PAGE>


<TABLE>
<CAPTION>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)

                                                              March 23, 1999     December 29, 1998
                                                              --------------     -----------------
<S>                                                              <C>                   <C>        


                                     ASSETS

Current assets:
    Cash and cash equivalents                                    $ 2,417,189           $   945,861
    Inventories                                                    1,033,108               854,686
    Pre-opening costs - net                                              --              1,789,740
    Other current assets                                             619,324               769,155
                                                                 -----------           -----------
       Total current assets                                        4,069,621             4,359,442

Property and equipment:
    Land                                                             600,000               600,000
    Buildings                                                        655,795               655,795
    Leasehold improvements                                        21,026,003            19,175,677
    Equipment                                                     12,959,919            11,922,806
    Furniture and fixtures                                         3,078,261             2,633,742
                                                                 -----------           -----------
                                                                  38,319,978            34,988,020
    Less accumulated depreciation and amortization                 3,636,217             2,830,656
                                                                 -----------           -----------
                                                                  34,683,761            32,157,364

Other assets:
    Goodwill, net of accumulated depreciation                      4,337,276             4,393,621
    Deferred taxes                                                   234,667                   --
    Other assets                                                     378,076               374,007
                                                                 -----------           -----------
Total other assets                                                 4,950,019             4,767,628
                                                                 -----------           -----------
          Total assets                                           $43,703,401           $41,284,434
                                                                 ===========           ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                             $ 2,867,140           $ 3,666,310
    Accounts payable - affiliates                                     11,451                11,451
    Accrued payroll                                                  592,019               465,519
    Accrued income taxes                                             845,256               358,583
    Other accrued liabilities                                        980,479               804,257
                                                                 -----------           -----------
          Total current liabilities                                5,296,345             5,306,120


Notes payable                                                     14,955,000           $11,815,000
Deferred income taxes                                                    --                427,537
Stockholders' Equity:
    Preferred stock                                                      --                    --
    Common stock                                                     104,150               104,150
    Additional paid-in capital                                    20,571,178            20,571,178
    Retained earnings                                              2,776,728             3,060,449
                                                                 -----------           -----------
          Total stockholders' equity                              23,452,056            23,735,777
                                                                 -----------           -----------
          Total liabilities and stockholders' equity             $43,703,401           $41,284,434
                                                                 ===========           ===========

                             See accompanying notes.

                                       -2-
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                            Twelve weeks       Twelve weeks
                                                               ended              ended
                                                           Mar. 23, 1999      Mar. 24, 1998
                                                           -------------      -------------
<S>                                                         <C>                <C>         
Net sales:
    Food and beverage                                       $ 12,926,532       $  5,741,982
    Entertainment and other                                    1,456,987          1,032,601
                                                            ------------       ------------
       Total net sales                                        14,383,519          6,774,583
Costs and expenses:
    Costs of sales                                             3,959,097          1,785,313
    Restaurant operating expenses                              6,676,477          2,855,797
    Depreciation and amortization                                796,556            464,742
    Preopening expenses                                          431,822                --
                                                            ------------       ------------
Entertainment and restaurant costs and expenses               11,863,952          5,105,852
                                                            ------------       ------------
Entertainment and restaurant operating income                  2,519,567          1,668,731
General and administrative expenses                              893,662            566,856
Goodwill amortization                                             56,345             56,345
                                                            ------------       ------------
Income from operations                                         1,569,560          1,045,530

Other income (expense):
    Other income, principally interest                               --              32,174
    Interest expense                                            (230,171)              (178)
                                                            ------------       ------------
Income before income taxes                                     1,339,389          1,077,526
Provision for income taxes                                       495,574            398,685
                                                            ------------       ------------
Income before cumulative effect of a
    change in accounting principle                               843,815            678,841

Cumulative effect of change in
    accounting principle (net of income tax)                  (1,127,536)                 0
                                                            ------------       ------------
Net (loss) income                                           $   (283,721)      $    678,841
                                                            ============       ============

Basic (loss) earnings per share:
    Income before cumulative effect of a
       change in accounting principle                       $       0.08       $       0.07
    Cumulative effect of change in
       accounting principle (net of income tax)                    (0.11)               --
                                                            ------------       ------------
Basic (loss) earnings per share                             $      (0.03)      $       0.07
                                                            ============       ============

Diluted (loss) earnings per share:
    Income before cumulative effect of a
       change in accounting principle                       $       0.08       $       0.07
    Cumulative effect of change in
       accounting principle (net of income tax)                    (0.11)               --
                                                            ------------       ------------
Diluted (loss) earnings per share                           $      (0.03)      $       0.07
                                                            ============       ============


                             See accompanying notes.
                                       -3-
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)


                                                                       Twelve weeks         Twelve weeks 
                                                                      ended March 23,      ended March 24, 
                                                                           1999                 1998
                                                                      --------------       --------------
<S>                                                                     <C>                   <C>        
Cash flows from operating activities:
   Net (loss) income                                                    $  (283,721)          $   678,841
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Cumulative effect of change in accounting principle                 1,127,536                  --
       Depreciation and amortization                                         852,901              521,087
       Net change in operating assets and liabilities:
           Operating assets                                                  (44,423)            (239,446)
           Operating liabilities                                            (209,775)             551,954
                                                                      --------------       --------------
           Net cash provided by operating activities                       1,442,518            1,512,436

Cash flows from investing activities:
   Purchases of property and equipment                                    (3,111,190)            (894,292)
   Proceeds from sale of marketable securities                                   --             3,315,056
                                                                      --------------       --------------
           Net cash (used in) provided by investing activities            (3,111,190)           2,420,764

Cash flows from financing activities:
   Net proceeds from revolving note payable to bank                        3,140,000                  --
                                                                      --------------       --------------
           Net cash provided by financing activities                       3,140,000                  --
                                                                      --------------       --------------

           Net increase in cash and cash equivalents                       1,471,328            3,933,200

Cash and cash equivalents at beginning of period                             945,861            1,220,598
                                                                      --------------       --------------
Cash and cash equivalents at end of period                               $ 2,417,189          $ 5,153,798
                                                                      ==============       ==============

Supplemental disclosure of cash flow information:
   Cash paid for interest                                                $   228,111          $       178
   Cash paid for income taxes                                                  8,900               34,100

Supplemental disclosure of non cash activity:
   Additions to property and equipment in accounts
     payable                                                             $   200,000          $       --

                             See accompanying notes.

                                       -4-

</TABLE>


<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 1998 Form
10-K.  The results of the twelve weeks ended March 23, 1999 are not  necessarily
indicative  of the results to be expected for the full year ending  December 28,
1999.

2.   Stock Options

     During the twelve week period ended March 23, 1999, the Company  granted to
certain  key  employees  stock  options for  407,124  shares of Common  Stock at
exercise  prices  ranging from  $2.8125 to $4.75 per share  pursuant to its 1997
Incentive  and  Nonqualified  Stock  Option  Plan.  The Company  also granted to
certain  non-employee  Directors stock options for 40,000 shares of Common Stock
at exercise prices ranging from $3.375 to $4.3125 per share pursuant to its 1997
Directors Stock Option Plan.

3.   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, 1999 and March 24, 1998
were 10,415,000.

     For  purposes of diluted  computations,  the number of shares that would be
issued  from the  exercise of stock  options  has been  reduced by the number of
shares which could have been  purchased  from the proceeds at the average market
price of the Company's stock or the price of the Company's stock on the exercise
date if options were exercised during the period presented. The number of shares
resulting  from this  computation  of diluted  earnings per share for the twelve
weeks ended March 23, 1999 and March 24,  1998 was  10,551,333  and  10,425,158,
respectively.


4.   Recently Issued Accounting Standards

     The Company  adopted  Statement  of Position  98-5,  Reporting  on Costs of
Start-Up Activities,  which requires that preopening and other start-up costs be
expensed  as  incurred  rather  than  capitalized.  The  adoption  has been made
effective as of the beginning of the Company's  current fiscal year. As a result
of the adoption, the Company has begun to report preopening costs as part of its
entertainment and restaurant  operating  expenses,  which in turn will result in
lower future amortization  expense.  The Company had amortized  preopening costs
over a one-year period following the opening of its restaurants.  The cumulative
effect of the change in  accounting,  which totaled  $1,128,000  net of taxes or
$0.11 per share,  was  recorded  as a  one-time  charge in the  Company's  first
quarter results.

                                      -5-

<PAGE>

     In June 1998,  the FASB  issued  SFAS No. 133  "Accounting  for  Derivative
Instruments and Hedging Activities." SFAS No. 133 defines derivative instruments
and requires  that these items be  recognized  as assets or  liabilities  in the
statement of financial  position.  This  Statement is effective for fiscal years
beginning  after June 15, 1999. As of March 23, 1999,  the Company does not have
any derivative instruments.



                      TOTAL ENTERTAINMENT RESTAURANT CORP.


                     MANAGEMENT'S DISCUSSION AND ANALYSIS 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, 1999, the Company owned and operated 37  entertainment  and
restaurant  locations  under the Fox and Hound  English  Pub & Grille  ("Fox and
Hound"),  Bailey's  Sports Grille and Bailey's Pub & Grille  ("Bailey's")  brand
names. The Company's  entertainment  restaurant  locations combine a comfortable
and  inviting  social   gathering  place,   full  menu  and  full-service   bar,
state-of-the-art  audio and video  systems  for sports and music  entertainment,
traditional  games of skill such as pocket  billiards  and a  late-night  dining
alternative,  all in a single location.  As of March 23, 1999, the Company owned
and  operated  24 Fox and Hounds and 13 Bailey's  located in Alabama,  Arkansas,
Georgia,  Illinois,  Indiana,  Iowa,  Kansas,  Louisiana,   Michigan,  Missouri,
Nebraska,  North Carolina,  Ohio,  Pennsylvania,  South Carolina,  Tennessee and
Texas. As of March 24, 1998, the Company owned and operated 7 Fox and Hounds and
10 Bailey's.

     The  components  of the  Company's  net  sales  are food and  non-alcoholic
beverages,  alcoholic  beverages,  and  entertainment  and other. For the twelve
weeks ended March 23, 1999, food and non-alcoholic beverages were 34.9% of total
sales, alcoholic beverages were 55.0% of total sales and entertainment and other
were 10.1% of total sales.  For the twelve weeks ended March 24, 1998,  food and
non-alcholic beverages were 28.4% of total sales, alcoholic beverages were 56.4%
of total sales and entertainment and other were 15.2% of total sales.

     Components of restaurant  operating  expenses include operating payroll and
fringe benefits, occupancy, advertising and promotion. These costs are generally
variable and will  fluctuate with changes in sales volume and sales mix. 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 of specified minimum levels.

     General   and   administrative   expenses   include   all   corporate   and
administrative  functions  that  support  existing  operations  and  provide  an
infrastructure  to support  future  growth.  In  addition,  certain  expenses of
recruiting and training unit management personnel are also included. 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.

                                      -6-

<PAGE>

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:

<TABLE>
<CAPTION>

                                                                   Twelve Weeks Ended(1)
                                                                Mar. 23,          Mar. 24,
                                                                  1999              1998
<S>                                                             <C>               <C>    
Operating Statement Data:
     Net sales                                                    100.0%            100.0%
     Costs and expenses:
         Costs of sales.......................................     27.5              26.3
         Restaurant operating expenses........................     46.4              42.2
         Depreciation and amortization........................      5.6               6.9
         Preopening expenses..................................      3.0                --
                                                                  -----             -----

             Restaurant costs and expenses....................     82.5              75.4
                                                                  -----             -----

     Restaurant operating income..............................     17.5              24.6
     General and administrative expenses......................      6.2               8.4
     Goodwill amortization....................................      0.4               0.8
                                                                  -----             -----
     Income from operations...................................     10.9              15.4
     Other income, principally interest.......................      --                0.5
     Interest expense ........................................      1.6                --
                                                                  -----             -----

     Income before provision for income taxes and cumulative
         effect of a change in accounting principle...........      9.3              15.9
     Provision for income taxes ..............................      3.4               5.9
                                                                  -----             -----

     Income before cumulative effect of a change in
         accounting principle.................................      5.9              10.0
     Cumulative effect of change in accounting principle .....     (7.9)               --
                                                                  -----             -----

     Net (loss) income........................................     (2.0%)            10.0%
                                                                  =====             ===== 

Restaurant Operating Data (dollars in thousands):
     Annualized average weekly sales per location (2) ........  $ 1,819           $ 1,759
     Number of restaurants at end of the period...............       37                17
</TABLE>


(1)  The Company  operates on a fifty-two or fifty-three week fiscal year ending
     the last Tuesday in December.  The fiscal  quarters for the Company consist
     of accounting  periods of twelve,  twelve,  twelve and sixteen or seventeen
     weeks, respectively.

(2)  Annualized  average  weekly sales per location are computed by dividing net
     sales for full  weeks  open  during  the period by the number of full weeks
     open and multiplying the result by fifty-two.


Twelve Weeks Ended March 23, 1999 Compared to Twelve Weeks Ended March 24, 1998

     Net sales  increased  $7,609,000  (112.3%) for the twelve weeks ended March
23, 1999 to  $14,384,000  from  $6,775,000  for the twelve weeks ended March 24,
1998,  which is principally  attributable to sales from the twenty new locations
opened  since April 1998.  Same store sales  decreased  6.7% in the twelve weeks
ended March 23, 1999 compared to the twelve weeks ended March 24, 1998.

     Costs of sales,  primarily food and beverages increased $2,174,000 (121.8%)
for the twelve weeks ended March 23, 1999 to $3,959,000  from  $1,785,000 in the
twelve weeks ended March 24,  1998,  and  increased as a percentage  of sales to
27.5% from 26.3%.  This increase is

                                      -7-

<PAGE>

principally  attributable  to an  increase  in the food sales  mix,  which has a
higher cost of sales compared to beverages and entertainment.

     Restaurant  operating expenses increased $3,820,000 (133.8%) for the twelve
weeks ended March 23, 1999 to  $6,676,000  from  $2,856,000  in the twelve weeks
ended March 24, 1998,  and  increased as a percentage of net sales to 46.4% from
42.2%.  Most of this increase is  attributable  to higher labor costs  resulting
from the increase in food sales mix,  which has a higher labor cost  compared to
beverages and  entertainment,  and  incremental  labor in the five new locations
opened during the twelve weeks ended March 23, 1999.

     Depreciation  and  amortization  increased  $332,000 (71.4%) for the twelve
weeks ended March 23, 1999 to $797,000  from  $465,000 in the twelve weeks ended
March 24, 1998,  and decreased as a percentage of sales to 5.6% from 6.9%.  This
percentage  decrease is due  principally to the change in accounting  method for
preopening  expenses which,  prior to 1999, were  capitalized and then amortized
over a twelve month period. The preopening amortization expense included for the
twelve weeks ended March 24, 1998 was 2.1% of sales.

     Preopening  expenses incurred during the twelve week period ended March 23,
1999 was  $432,000  or 3.0% of sales.  This  related to the  opening of five new
locations during the twelve weeks ended March 23, 1999.

     General and  administrative  expenses  increased  $327,000  (57.7%) for the
twelve weeks ended March 23, 1999 to $894,000  from $567,000 in the twelve weeks
ended March 24, 1998,  and decreased as a percentage of sales to 6.2% from 8.4%.
This  percentage  decrease  reflects the leveraging of sales from the twenty new
units added since April 1998.  For fiscal 1998 and through  February  28,  1999,
certain  accounting and  administrative  services were  contracted  from Coulter
Enterprises, Inc. ("CEI"), a restaurant management services company owned by the
Company's former Chairman of the Board, Jamie B. Coulter.  The service agreement
provided for specified accounting and administrative  services to be provided on
a cost  pass-through  basis.  For fiscal 1998 and through February 28, 1999, the
fixed annual charge was $194,500,  plus an additional fee of $466 per restaurant
per 28-day accounting period.

     On October 19, 1998, Lone Star Steakhouse & Saloon,  Inc. ("Lone Star"),  a
restaurant  company of which Mr. Coulter is chairman and CEO,  purchased certain
assets and assumed  certain  liabilities of CEI,  including the former  services
agreement  with the Company.  From  October 19, 1998 to February 28, 1999,  such
services were provided by Lone Star.  Beginning  March 1, 1999,  these  services
were provided by Franchise Services Company ("FSC") at a market rate.

     Other income,  principally  interest,  decreased  $32,000  (100.0%) for the
twelve  weeks ended March 23, 1999 from  $32,000 in the twelve weeks ended March
24, 1998.  The interest  earned during the twelve weeks ended March 24, 1998 was
from the  investment of the net proceeds of the initial  public  offering of the
Company,  which commenced on July 17, 1997 (the "Initial Public Offering").  The
decrease in interest earned resulted from the prior  utilization of the proceeds
from the Initial  Public  Offering  to develop  additional  locations.  Interest
expense  increased  $230,000  for the  twelve  weeks  ended  March  23,  1999 to
$230,000.  This increase  reflects the borrowings  made to fund  additional unit
development since July 1998.

     The effective income tax rate for the twelve weeks ended March 23, 1999 was
37.0% and the  effective  income tax rate for the twelve  weeks  ended March 24,
1998 was 37.0%.

                                      -8-

<PAGE>

Quarterly Fluctuations, Seasonality and Inflation

     As a result of the revenues  associated with each new location,  the timing
of new unit  openings  will  result in  significant  fluctuations  in  quarterly
results.  The Company  expects  seasonality  to be a factor in the  operation or
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.
Although a large number of the  Company's  restaurant  personnel are paid at the
federal minimum wage level, the majority of personnel are tipped employees,  and
therefore,  recent as well as future  minimum  wage  changes  are likely to have
little  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 and improved  operating  procedures.  To date,  inflation has not had a
material impact on operating margins.

Liquidity and Capital Resources

     Cash flows from  operations  were  $1,443,000,  purchases  of property  and
equipment were  $3,111,000,  and net proceeds from the revolving note payable to
bank was $3,140,000 for the twelve week period ending March 23, 1999.

     At March 23, 1999, the Company had $2,417,000 in cash and cash equivalents.
The  Company  intends to open up to eight new  locations  in 1999 (five of which
were opened  during the twelve week period  ending  March 23, 1999) and 10 to 12
locations in 2000. Three units are currently under non-binding letters of intent
to lease  with  pending  contingencies.  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 $12.0 million to open new locations
over the next twelve months. In order to fund new unit development,  the Company
has entered  into a $20 million  line of credit with  Intrust  Bank,  N.A.  (the
"Facility"), of which $5,045,000 is available at March 23, 1999.

     The Company  believes  the funds  available  from the Facility 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 as outlined above,
lower than anticipated revenues,  increased expenses,  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.

Recently Issued Accounting Standards

     In June 1998,  the FASB  issued  SFAS No. 133  "Accounting  for  Derivative
Instruments and Hedging Activities." SFAS No. 133 defines derivative instruments
and requires  that these items be  recognized  as assets or  liabilities  in the
statement of financial  position.  This  Statement is effective for fiscal years
beginning  after June 15,  1999.  As of March 23, 1999 the Company does not have
any derivative instruments.

                                      -9-

<PAGE>

Year 2000 Compliance

     The Company utilizes and is dependent upon computer systems and software to
conduct its business.  In 1997, the Company initiated a review and assessment of
all hardware and  software to confirm  they will  function  properly in the year
2000.  The systems and software  include those  developed and  maintained by FSC
in-house  computer  department  as well as  purchased  software  which is run on
in-house  computer systems,  including POS systems and back-of-house  systems in
the units. The systems and software utilized by FSC are believed to be year 2000
compliant.  The  Company  is  currently  undergoing  an  upgrade  of its POS and
back-of-house  systems to allow for a seamless  interface with FSC's  accounting
systems.  Certain  back-of-house  applications which are not year 2000 compliant
will be made  compliant as part of this upgrade.  This upgrade is expected to be
completed  by the end of the second  quarter in 1999,  at which time all systems
and  software  are  expected to be year 2000  compliant.  The total cost of this
upgrade,  including updating the hardware and software as well as training costs
is expected to be between $150,000 and $200,000.

     Management of the Company believes it has an effective  program in place to
resolve the year 2000 issue in a timely manner.  As noted above, the Company has
not yet completed all  necessary  phases of the year 2000 project.  In the event
the Company does not complete any additional phases, the Company might be unable
to process  transactional  and  financial  reporting  information.  In addition,
disruptions in the economy  generally  resulting from the year 2000 issues could
also materially  adversely  affect the Company.  The Company could be subject to
litigation for computer systems product failure, for example, equipment shutdown
or failure to properly date business records.  The amount of potential liability
and lost revenue cannot be reasonably estimated at this time.

     The Company has contingency  plans for certain  applications and is working
on such plans for others. These contingency plans involve,  among other actions,
manual workarounds and adjusting staffing strategies.

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.  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 and liquor costs,  competition and
the  inability  to find  suitable  new  locations.  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.

                                      -10-

<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Interest Rate Risk

     The Company's  Facility has a variable  rate which is directly  affected by
changes in U.S.  interest rates.  The average  interest rate of the Facility was
7.25% for the twelve weeks ended March 23, 1999.  The following  table  presents
the quantitative interest rate risks at March 23, 1999:

<TABLE>
<CAPTION>
                                                Principal Amount by Expected Maturity  
                                    -----------------------------------------------------------
                                                           (In thousands)
                                                                                                     Fair
                                                                                There-              Value
(dollars in thousands)       1999       2000      2001      2002      2003      after     Total    3/23/99
----------------------     --------   --------  --------  --------  --------  --------  --------  --------
<S>                           <C>        <C>        <C>     <C>       <C>       <C>      <C>       <C>    
Variable rate debt              --         --       $748    $4,685    $5,037    $4,485   $14,955   $14,955
Average Interest Rate-
1/2% below prime              7.25%      7.25%      7.25%     7.25%     7.25%     7.25%

</TABLE>


PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

Securities Sold

(c)  The following unregistered securities were issued by the Company during the
     twelve weeks ended March 23, 1999:

<TABLE>
<CAPTION>
                                                                     Number of Shares
                                       Description of              Sold/Issued/Subject          Offering/Exercise
        Date of Sale/Issuance          Securities Issued          to Options or Warrants         Price Per Share
        ---------------------          -----------------          ----------------------         ---------------

<S>                                  <C>                                  <C>                        <C>    
        December 30, 1998            Common Stock Options                 17,778                     $ 2.813
        January 1, 1999              Common Stock Options                 20,000                     $ 3.75
        January 1, 1999              Common Stock Options                 10,000                     $ 3.75
        January 6, 1999              Common Stock Options                 15,094                     $ 3.313
        January 7, 1999              Common Stock Options                 10,000                     $ 3.375
        January 7, 1999              Common Stock Options                 10,000                     $ 3.375
        January 11, 1999             Common Stock Options                 12,598                     $ 3.969
        January 13, 1999             Common Stock Options                 12,500                     $ 4.00
        January 14, 1999             Common Stock Options                 10,000                     $ 4.313
        January 14, 1999             Common Stock Options                 10,000                     $ 4.313
        February 1, 1999             Common Stock Options                 10,526                     $ 4.75
        February 10, 1999            Common Stock Options                 13,333                     $ 3.75
        February 10, 1999            Common Stock Options                 10,000                     $ 3.75
        February 10, 1999            Common Stock Options                 10,000                     $ 3.75
        February 10, 1999            Common Stock Options                 10,000                     $ 3.75
        February 10, 1999            Common Stock Options                 10,000                     $ 3.75
</TABLE>

                                      -11-

<PAGE>

<TABLE>
<S>                                  <C>                                  <C>                        <C>    
        February 10, 1999            Common Stock Options                 10,000                     $ 3.75
        February 10, 1999            Common Stock Options                 10,000                     $ 3.75
        February 10, 1999            Common Stock Options                 12,500                     $ 3.75
        February 10, 1999            Common Stock Options                 15,000                     $ 3.75
        February 10, 1999            Common Stock Options                 20,000                     $ 3.75
        February 10, 1999            Common Stock Options                 20,000                     $ 3.75
        February 10, 1999            Common Stock Options                 20,000                     $ 3.75
        February 10, 1999            Common Stock Options                 20,000                     $ 3.75
        February 10, 1999            Common Stock Options                 20,000                     $ 3.75
        February 10, 1999            Common Stock Options                 30,000                     $ 3.75
        February 10, 1999            Common Stock Options                 30,000                     $ 3.75
        February 21, 1999            Common Stock Options                 11,765                     $ 4.25
        March 1, 1999                Common Stock Options                 12,500                     $ 4.00
        March 19, 1999               Common Stock Options                 11,765                     $ 4.25
        March 19, 1999               Common Stock Options                 11,765                     $ 4.25
</TABLE>

     All of the above options were granted to certain key employees  pursuant to
     the 1997 Incentive and  Nonqualified  Stock Option Plan or to  non-employee
     directors  pursuant to the  Directors  Stock Option  Plan.  The options for
     employees  have a vesting  period of three to five  years and a life of ten
     years and the options for  non-employee  directors have a vesting period of
     three years and a life of five years.

     The issuance of these securities is claimed to be exempt from  registration
     pursuant to Section  4(2) of the  Securities  Act of 1933,  as amended,  as
     transactions  by an issuer not involving a public  offering.  There were no
     underwriting  discounts or commissions paid in connection with the issuance
     of any of these securities.

Item 6. Exhibits and Reports on Form 8-K

Exhibits
The following exhibits are filed as part of this report:
       Exhibit No.
           27........................................Financial Data Schedule

Reports on Form 8-K
           None

                                      -12-

<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 7, 1999                           ------------------------------------
                                            James K. Zielke
                                            Chief Financial Officer,
                                            Secretary and    Treasurer
                                            (Duly Authorized Officer)

                                      -13-

<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 7, 1999                           /s/ James K. Zielke  
                                            ------------------------------------
                                            James K. Zielke
                                            Chief Financial Officer,
                                            Secretary and    Treasurer
                                            (Duly Authorized Officer)

                                      -14-