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


                                  FORM 10-Q/A-1


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


For the quarterly period ended                           Commission file number
      June 17, 1997                                             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 October 24, 1997
          -----                                  -------------------------------
Common Stock, $.01 par value                             10,415,000 shares



<PAGE>
                      TOTAL ENTERTAINMENT RESTAURANT CORP.


Part II. - OTHER INFORMATION
----------------------------

Item 2. Changes in Securities and Use of Proceeds.
        ------------------------------------------

(c)     Use of Proceeds of Initial Public Offering
        (1)     Effective date:  July 17, 1997.
        (2)     Offering date:  July 18, 1997.
        (3)     Not applicable.
        (4)     (i)     The offering terminated on July 23, 1997.
                (ii)    Managing Underwriter:  Montgomery Securities.
                (iii)   Title of Securities Registered:  Common Stock, 
                        $.01 par value
                        per share.
                (iv)    Amount Registered:  2,415,000 shares.
                        Aggregate Offering Price:  $21,735,000.
                        Amount Sold:  2,415,000 shares.
                        Aggregate Offering Price of Amount Sold to Date:
                        $21,735,000.
                (v)     No  expenses  were  incurred  during the period from the
                        effective  date  of  the  Securities  Act   registration
                        statement  (July 17, 1997) and ending on the ending date
                        of the  reporting  period  (June 17,  1997)  because the
                        ending date of the reporting  period  occurred  prior to
                        the effective date of the  Securities  Act  registration
                        statement.
                (vi)    Not applicable.
                (vii)   Not applicable.
                (viii)  Not applicable.
<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  on its  behalf by the
undersigned thereunto duly authorized.

                                           Total Entertainment Restaurant Corp.


Date     10/24/97                          /S/ James K. Zielke
                                           ---------------------------------
                                           James K. Zielke
                                           Chief Financial Officer,
                                           Secretary and   Treasurer
                                           (Duly Authorized Officer)