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                                    FORM 10-K/A
                                   AMENDMENT NO.3
                                          
                         SECURITIES AND EXCHANGE COMMISSION
                                          
                               Washington, D.C. 20549



               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) 
                       OF THE SECURITIES  EXCHANGE ACT OF 1934
                    FOR THE  FISCAL YEAR ENDED SEPTEMBER 30, 1997

                                         OR
                                          
              [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) 
                      OF THE  SECURITIES EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM _____________TO___________
                             COMMISION FILE NO. 0-26368
                                          
                                          
                           TRANSMEDIA ASIA PACIFIC, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN IT'S CHARTER)
                                          
               Delaware                                       13-3760219
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation of organization)                        Identification No.)

                  11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND
                (Address of principal executive offices) (zip code)

   Registrant's Telephone Number, including area code: U.K. 011-44-171-930-0706

            Securities registered pursuant to Section 12 (b) of the Act:

                                       NONE

            Securities registered pursuant to Section 12 (g) of the Act:

                    Common Stock, par value $.00001 per share
                                (Title of Class)
    
Indicate by (X) whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes    No X
    
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
    
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 13th, 1998 was $8,206,786 based upon the closing sale
price of a share of Common Stock on The National Association of Securities
Dealers Automated Quotation ("NASDAQ") Small Cap Market System.
    
Number of shares outstanding of the Registrant's Common Stock, as of March 13th,
1998 was 16,596,095.

Documents Incorporated by Reference: None.

The purpose of this Amendment is to amend items 1-13 inclusive.

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                           Report of Independent Auditors


The Board of Directors and Stockholders
Transmedia Asia Pacific, Inc.


We have audited the accompanying consolidated balance sheet of Transmedia Asia
Pacific, Inc. and subsidiaries as of September 30, 1997 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year ended September 30, 1997.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States.  These standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of 
Transmedia Asia Pacific, Inc. and subsidiaries as of September 30, 1997, and the
result of the operations and their cash flows for the year ended September 30,
1997, in conformity with generally accepted accounting principles in the United
States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 3 to
the financial statements, the Company has experienced losses during the year
ended September 30, 1997, both from operations and from restructuring and has a
working capital deficit that raises substantial doubt about its ability to
continue as a going concern.  The Company has funded operations through sales of
equity securities and exercises of warrants, and its ability to continue as a
going concern is dependent on the Company's ability to continue to effect such
sales of equity and exercises of  warrants.  Management's plans in regard to
these matters are also described in Note 3.  The consolidated financial
statements do not include any adjustment which might result from this
uncertainty.



March 13, 1998




BDO Stoy Hayward
London, England


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TRANMEDIA ASIA PACIFIC INC. AND SUBSIDIARY

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



SIGNATURES


Persuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused their Report to be signed on its behalf  by the
undersigned thereunto duly authorised.




TRANSMEDIA ASIA PACIFIC, INC.






By /s/David Vaillancourt
------------------------
David Vaillancourt
Chief Financial Officer and Principal Financial Officer

March 13 1998