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 24, 1998                                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)

                               300 CRESCENT COURT
                             BUILDING 300, SUITE 850
                               DALLAS, TEXAS 75201
               (Address of principal executive offices) (Zip code)

                                 (214) 754-0414
              (Registrant's telephone number, including area code)

            Indicate  by check mark  whether  the  registrant  (1) has filed all
documents  and  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 8, 1998
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 24, 1998 AND DECEMBER 30, 1997                              2

         CONSOLIDATED STATEMENTS OF INCOME
         FOR THE TWELVE WEEKS ENDED
         MARCH 24, 1998 AND PRO FORMA FOR
         THE TWELVE WEEKS ENDED MARCH 25, 1997                                3

         CONDENSED CONSOLIDATED STATEMENT OF
         CASH FLOWS FOR THE TWELVE WEEKS ENDED
         MARCH 24, 1998 AND FOR THE PERIOD FROM
         FEBRUARY 7, 1997 (INCEPTION) THROUGH
         MARCH 25, 1997                                                       4

         NOTES TO CONDENSED CONSOLIDATED
         FINANCIAL STATEMENTS                                                 5

ITEM 2.  MANAGEMENT'S DISCUSSION AND
         ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS                                                6

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                           10

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    10


                                      -1-
<PAGE>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            March 24, 1998     December 30, 1997
                                                                            --------------     -----------------
                 ASSETS

Current assets:
<S>                                                                           <C>                 <C>      
    Cash and cash equivalents                                                 $ 5,153,798         1,220,598
    Marketable securities, available for sale                                           -         3,315,056
    Inventories                                                                   445,693           396,758
    Pre-opening costs - net                                                       373,963           386,402
    Deferred income taxes                                                         156,571           156,571
    Other current assets                                                          359,069           350,324
                                                                              -----------       -----------
         Total current assets                                                   6,489,094         5,825,709

Property and equipment, net                                                    13,155,341        12,582,081
Intangible and other assets, net (principally goodwill)                         4,810,629         4,816,479
                                                                              -----------       -----------
            Total assets                                                      $24,455,064       $23,224,269
                                                                              ===========       ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                          $   828,471       $   823,765
    Other current liabilities                                                     907,231           422,983
                                                                              -----------       -----------
            Total current liabilities                                         $ 1,735,702       $ 1,246,748


Deferred income taxes                                                             375,450           312,450
Stockholders' Equity:
    Preferred stock                                                                     -                 -
    Common stock                                                                  104,150           104,150
    Additional paid-in capital                                                 20,580,764        20,580,764
    Retained earnings                                                           1,658,998           980,157
                                                                              -----------       -----------
            Total stockholders' equity                                         22,343,912        21,665,071
                                                                              -----------       -----------
            Total liabilities and stockholders' equity                        $24,455,064       $23,224,269
                                                                              ===========       ===========
</TABLE>

                             See accompanying notes.

                                      - 2 -
<PAGE>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                Company
                                                                                               Pro Forma
                                                                                             ---------------
                                                                    Twelve weeks               Twelve weeks
                                                                        ended                     ended
                                                                    Mar. 24, 1998              Mar. 25, 1997
                                                                    --------------           ---------------

Net sales:
<S>                                                                   <C>                       <C>
    Food and beverage                                                 $ 5,741,982               $3,360,193
    Entertainment and other                                             1,032,601                  724,638
                                                                      -----------               ----------
         Total net sales                                                6,774,583                4,084,831
Costs and expenses:
    Costs of sales                                                      1,785,313                1,083,697
    Restaurant operating expenses                                       2,855,797                1,800,139
    Depreciation and amortization                                         464,742                  222,669
                                                                      -----------               ----------
Entertainment and restaurant costs and expenses                         5,105,852                3,106,505
                                                                      -----------               ----------
Entertainment and restaurant operating income                           1,668,731                  978,326
General and administrative expenses                                       566,856                  429,062
Goodwill amortization                                                      56,345                   53,773
                                                                      -----------               ----------
Income from operations                                                  1,045,530                  495,491

Other income (expense):
    Other income, principally interest                                     32,174                        -
    Interest expense                                                         (178)                (190,719)
                                                                      -----------               ----------
Income before income taxes                                              1,077,526                  304,772
Provision for income taxes                                                398,685                  114,290
                                                                      -----------               ----------
Net income                                                            $   678,841               $  190,482
                                                                      ===========               ==========

Basic and diluted earnings per share                                  $      0.07               $     0.02
                                                                      ===========               ==========
Average shares outstanding                                            $10,415,000                8,000,000
                                                                      ===========               ==========
</TABLE>

                             See accompanying notes.

                                      -3-
<PAGE>

                      TOTAL ENTERTAINMENT RESTAURANT CORP.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                     Period from
                                                                                    February 7, 1997
                                                                 For the twelve       (inception)
                                                                   weeks ended      through March 25,
                                                                 March 24, 1998            1997
                                                                 --------------     -----------------

 Cash flows from operating activities:
<S>                                                               <C>                    <C>        
   Net income                                                     $  678,841             $    89,447
   Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                                521,087                 115,585
        Net change in operating assets and liabilities:
          Change in operating assets                                (239,446)                (69,941)
          Change in operating liabilities                            551,954                 739,871
                                                                  ----------             -----------
            Net cash provided by operating activities              1,512,436                 874,962

 Cash flows from investing activities:
   Purchases of property and equipment                              (894,292)               (181,336)
   Proceeds from sale of marketable securities                     3,315,056                       -
   Cash of companies acquired in Exchange                                  -                 733,804
                                                                  ----------             -----------
            Net cash provided by investing activities              2,420,764                 552,468

 Cash flows from financing activities:
   Net proceeds from sale of stock                                         -                       -
   Proceeds from revolving note payable to bank                            -              10,835,695
   Payment of dividends to certain stockholders                            -              (1,675,332)
   Payment of notes payable to stockholders                                -              (4,530,071)
   Payment of notes payable to affiliates                                  -                (233,000)
   Payment of notes payable to banks                                       -              (4,366,933)
                                                                  ----------             -----------
            Net cash provided by financing activities                      -                  30,359
                                                                  ----------             -----------
            Net increase in cash and cash equivalents              3,933,200               1,457,789
 Cash and cash equivalents at beginning of period                  1,220,598                   1,000
                                                                  ----------             -----------
 Cash and cash equivalents at end of period                       $5,153,798             $ 1,458,789
                                                                  ==========             ===========
 Supplemental disclosure of cash flow information:
   Cash paid for interest                                         $      178             $    30,359
   Cash paid for income taxes                                         34,100                       -

</TABLE>

                             See accompanying notes.

                                      - 4 -

<PAGE>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

      Total  Entertainment  Restaurant  Corp. (the "Company") was organized as a
Delaware  corporation  on  February  7,  1997,  for the  purpose  of  developing
entertainment  restaurant  locations.  Effective  February 20, 1997, the Company
entered into simultaneous securities exchange transactions pursuant to which the
Company  issued an aggregate of 8,000,000  shares of its common stock,  $.01 par
value per share (the "Common  Stock"),  in exchange  for all of the  outstanding
common stock of each of Bailey's Sports Grille,  Inc., F&H Restaurant Corp., Fox
& Hound,  Inc. and Fox & Hound II, Inc. and the remaining 25% minority  interest
in each of 505 Entertainment, Ltd., F&H Dallas, L.P., Midway Entertainment, Ltd.
and N. Collins  Entertainment,  Ltd. (the "Exchange").  For further  information
regarding  the Exchange,  reference is made to the  Company's  Form 10-K for the
fiscal year ended  December  30,  1997.  The  unaudited  pro forma  consolidated
statements  of income for the twelve  weeks  ended March 25, 1997 give effect to
the Exchange as if such transactions occurred on January 1, 1997.

      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 1997 Form
10-K.  The results of the twelve weeks ended March 24, 1998 are not  necessarily
indicative  of the results to be expected for the full year ending  December 29,
1998.

2.    STOCK OPTIONS

      During the twelve week period ended March 24, 1998, the Company granted to
certain  key  employees  stock  options  for  27,311  shares of Common  Stock at
exercise  prices  ranging  from  $5.25 to $5.75 per share  pursuant  to its 1997
Incentive and Nonqualified Stock Option Plan.

3.     RECENTLY ISSUED ACCOUNTING STANDARDS

      As of December 31, 1997,  the Company  adopted  Statement  130,  REPORTING
COMPREHENSIVE INCOME.  Statement 130 establishes new rules for the reporting and
display of  comprehensive  income and its components;  however,  the adoption of
this  Statement  had no  impact on the  Company's  net  income or  stockholders'
equity.  The  Company has no items of other  comprehensive  income in any period
presented.

      In  February  1998,  the  FASB  cleared  Accounting   Standards  Executive
Committee's ("AcSEC") Statement of Position ("SOP"), ACCOUNTING FOR THE COSTS OF
START-UP  ACTIVITIES,  for final issuance subject to certain editorial  changes.
AcSEC  plans to issue the  final  SOP by June  1998.  The SOP will  require  the
Company to expense start-up costs,  including  organizational costs, as incurred
and to  report  the  initial  adoption  as a  cumulative  effect  of a change in
accounting principle as described in APBO No. 20, ACCOUNTING CHANGES, during the
first quarter of its fiscal year 1999. The cumulative effect upon adoption would
result in a one-time  charge to income in an amount  equal to the net book value
of the  Company's  start-up  costs.  A  resulting  benefit of this change is the
discontinuance of amortization expense in subsequent periods.

                                      -5-

<PAGE>
                      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.

      The Company began operations  February 20, 1997 with three Fox & Hound and
eight Bailey's entertainment  restaurant locations. The Company opened one Fox &
Hound  location  during the twelve  weeks  ended  March 24,  1998 and  currently
operates  ten  Bailey's  units and seven Fox & Hound  units  located in Alabama,
Arkansas, Illinois, Indiana, Nebraska, North Carolina, South Carolina, Tennessee
and Texas.

      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 24, 1998, food and non-alcoholic 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 benefit costs, occupancy costs and advertising and promotion costs. 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.

      Pre-opening  costs  include  labor  costs,  costs of hiring  and  training
personnel and certain other costs relating to opening new  restaurants,  and are
capitalized  and amortized  over a twelve month period,  beginning in the period
that the restaurants open.

      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 prior to meeting the criteria
to be  capitalized  as  pre-opening  expenses  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>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

      The  following  table  sets  forth  for  the  periods  indicated  (i)  the
percentages which certain items included in the Consolidated Statement of Income
bear to net sales, and (ii) other selected operating data:

<TABLE>
<CAPTION>

                                                                                    PRO FORMA (2)
                                                           TWELVE WEEKS            TWELVE WEEKS
                                                             ENDED (1)               ENDED (1)
                                                           ------------            ---------
                                                              MAR. 24,               MAR. 25,
                                                                1998                    1997
                                                           ------------            ---------
                                                                 (DOLLARS IN THOUSANDS)

INCOME STATEMENT DATA:
<S>                                                        <C>                     <C>   
      Net sales                                             100.0%                  100.0%
      Costs and expenses:
            Costs of sales................................   26.3                    26.5
            Restaurant operating expenses.................   42.2                    44.1
            Depreciation and amortization.................    6.9                     5.5
                                                             -----                   -----

                 Restaurant costs and expenses............   75.4                    76.1
                                                             -----                   -----

      Restaurant operating income.........................   24.6                    23.9
      General and administrative expenses.................    8.4                    10.5
      Goodwill amortization...............................    0.8                     1.3
                                                             -----                   -----
      Income from operations..............................   15.4                    12.1
      Other income, principally interest..................    0.5                      --
      Interest expense....................................     --                    (4.6)
                                                             ----                   ------

      Income before provision for income taxes (2)........   15.9                     7.5
      Provision for income taxes..........................    5.9                     2.8
                                                             ----                    -----
      Net income..........................................   10.0%                    4.7%
                                                             ====                    =====

RESTAURANT OPERATING DATA:
      Annualized average weekly sales per location (3).... $1,759                  $1,573
      Number of restaurants at end of the period..........     17                      12
</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)   The pro forma data  gives  effect to the  Exchange  as if it  occurred  on
      January 1, 1997.

(3)   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.

                                      -7-

<PAGE>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.

TWELVE WEEKS ENDED MARCH 24, 1998 COMPARED TO PRO FORMA TWELVE WEEKS ENDED MARCH
25, 1997

      Net sales  increased  $2,690,000  (65.8%) for the twelve weeks ended March
24, 1998 to  $6,775,000  from  $4,085,000  for the twelve  weeks ended March 25,
1997, which is principally attributable to $2,404,000 in sales from the five new
locations  opened since March 1997. Same store sales increased 3.2% in the first
quarter.

      Costs of sales,  primarily food and beverages  increased  $701,000 (64.7%)
for the twelve weeks ended March 24, 1998 to $1,785,000  from  $1,084,000 in the
twelve weeks ended March 25, 1997,  and such expenses  decreased as a percentage
of sales from 26.5% to 26.3%.  This decrease is attributable to improved control
procedures  offset by an increase in the food sales mix, which has a higher cost
of sales compared to beverages and entertainment.

      Restaurant  operating expenses increased $1,056,000 (58.6%) for the twelve
weeks ended March 24, 1998 to  $2,856,000  from  $1,800,000  in the twelve weeks
ended March 25, 1997,  and such expenses  decreased as a percentage of net sales
from 44.1% to 42.2%.  Most of this improvement is attributable to improved labor
controls at the locations and  leveraging  the fixed portion of these costs with
higher sales volumes.

      Depreciation and amortization  increased  $242,000 (108.7%) for the twelve
weeks ended March 24, 1998 to $465,000  from  $223,000 in the twelve weeks ended
March 25, 1997,  and such expenses  increased as a percentage of sales from 5.5%
to 6.9%. This increase is due principally to the  depreciation  and amortization
relating to the opening of five new restaurants since March 1997.

      General and  administrative  expenses  increased  $138,000 (32.1%) for the
twelve weeks ended March 24, 1998 to $567,000  from $429,000 in the twelve weeks
ended March 25, 1997, and such expenses  decreased as a percentage of sales from
10.5% to 8.4%. This increase  reflects the additional  corporate  infrastructure
added during the first quarter of 1997  enabling the Company to rapidly  develop
additional  units  and  operate  as a public  company.  Certain  accounting  and
administrative  services  are  contracted  from  Coulter  Enterprises,  Inc.,  a
restaurant  management  services company owned by the Company's  Chairman of the
Board.   The  service   agreement   provides  for   specified   accounting   and
administrative  services to be provided on a cost pass-through basis. For fiscal
1998,  the fixed annual charge is $194,500,  plus and an additional  fee of $466
per restaurant per 28-day accounting period.

      Other income, principally interest, increased $32,000 for the twelve weeks
ended  March 24, 1998 to $32,000  from zero in the twelve  weeks ended March 25,
1997. The increase is a result of interest earned 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").

      Interest expense  decreased  $191,000 for the twelve weeks ended March 24,
1998 to zero from  $191,000  in the twelve  weeks  ended  March 25,  1997.  This
decrease  reflects the repayment of all debt outstanding  immediately  following
the Initial Public Offering.

      The  effective  income tax rate for the twelve  weeks ended March 24, 1998
was 37.0% and the effective pro forma income tax rate for the twelve weeks ended
March 25, 1997 was 37.5%.  This  decrease was primarily due to the impact of tax
exempt interest income earned during the twelve weeks ended March 24, 1998.

                                      -8-

<PAGE>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.

IMPACT OF INFLATION

      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 will have very 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 $1,512,000 and purchases of property and
equipment  were  $894,000 for the twelve week period  ending March 24, 1998.

      At  March  24,  1998,   the  Company  had  $5,154,000  in  cash  and  cash
equivalents.  While the  Company  has not  established  a credit  facility,  the
Company  believes it could establish a facility on suitable  terms.  The Company
intends to open  twenty  locations  in 1998 (one of which was opened  during the
twelve week period ending March 24, 1998).  Three additional units are currently
under  construction,  and leases have been signed on four additional  sites. The
Company  expects  to expend  approximately  $22.0  mllion to open new  locations
through the remainder of fiscal 1998.

      The Company  believes the net proceeds from the Initial  Public  Offering,
its cash flow from  operations  and funds  anticipated  to be  available  from a
credit  facility 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
unavailability of a credit facility, the acceleration of the Company's expansion
plans,  lower  than  anticipated   revenues,   increased   expenses,   potential
acquisitions  or other  events  will not cause the  Company  to seek  additional
financing  sooner  than  anticipated.  There  can  be  no  assurance  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. Stockholders are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the ability of the Company to open new restaurants,  general market
conditions,   competition  and  pricing.   Although  the  Company  believes  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 the forward-looking  statements contained in the report will
prove to be accurate.

                                      -9-

<PAGE>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.


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 24, 1998:
<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>
January 26, 1998           Common Stock Options              9,091                  $ 5.50
February 4, 1998           Common Stock Options              9,524                  $ 5.25
February 25, 1998          Common Stock Options              8,696                  $ 5.75
</TABLE>

All of the above options were granted to certain key  employees  pursuant to the
1997 Incentive and Nonqualified Stock Option Plan.

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.

USE OF PROCEEDS OF INITIAL PUBLIC OFFERING

(4) (vii) Estimated purchases and installation of furniture, fixtures
          and equipment                                                4,444,174
          Estimated remaining net offering proceeds invested in
          various tax exempt securities and funds                      3,815,702

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

                                      -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 7, 1998                   /s/ James K. Zielke
                                          ------------------------------------
                                          James K. Zielke
                                          Chief Financial Officer,
                                          Secretary and Treasurer
                                          (Duly Authorized Officer)

                                      -11-