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                       U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                    FORM 10-KSB/A

                                 Amendment No. 1 to
 X                  Annual Report Pursuant to Section 13 or 15(d)
---                    of the Securities Exchange Act of 1934

                     For the fiscal year ended November 30, 1995
                                               -----------------

                     Transition report under Section 13 or 15(d)
                       of the Securities Exchange Act of 1934

             For the transition period from             to
                                            -----------    ------------


                           Commission File number 0-18412
                                                  -------

                                   PLAYORENA INC.
                ----------------------------------------------------
                   (Name of small business issuer in its charter)

               New York                                  11-2602120
     -------------------------------                 -------------------
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                  Identification No.)

                22 Manhasset Avenue, Port Washington, New York  11050
                -----------------------------------------------------
                (Address of principal executive offices)   (Zip Code)

                     Issuer's telephone number:  (516) 883-7529
                                                 --------------

     Securities registered pursuant to Section 12(b) of the Exchange Act:  None
                                                                           ----

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

                            Common Stock. $.001 par value
                            -----------------------------
                                  (Title of class)

              Common Stock Purchase Warrants (expired January 16, 1996)
              ---------------------------------------------------------
                                  (Title of class)

          Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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    X   No
     -----     -----

          Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.  [X]

          State issuer's revenues for its most recent fiscal year:  $453,458
                                                                    --------

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          The aggregate market value of the voting stock held by non-affiliates
of the issuer as of July 30, 1996 was approximately $98,782. (Based on the
average high and low bid and asked prices ($0.03) of the Company's Common Stock
on July 30, 1996.)

          The number of shares outstanding of the registrant's Common Stock, as
of July 30, 1996 was 8,262,910 shares of Common Stock. (But see Item 1 - "Recent
Events - Termination of Plan of Reorganization, Issuance of Shares and Line of
Credit" for a discussion of the Company's commitment to issue an additional
4,500,000 shares of Common Stock)

DOCUMENTS INCORPORATED BY REFERENCE: None.

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                                       PART IV


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits.

3.1       Certificate of Incorporation, as amended - incorporated by reference
          to Exhibit 3.1 to Registration Statement on Form S-18 (SEC File No.
          33-29561-NY)

3.2       By-Laws - incorporated by reference to Exhibit 3.2 to Registration
          Statement on Form S-18 (SEC File No. 33-29561-NY)

4         1989 Incentive Stock Option Plan - incorporated by reference to
          Exhibit 4.3 to Registration Statement on Form S-18 (SEC File No.
          33-29561-NY)

10.1      Amended and Restated Employment Agreement between Company and Fred
          Jaroslow - incorporated by reference to Exhibit 10.1 to Registration
          Statement on Form S-18 (SEC File No. 33-29561-NY)

10.2      Amended and Restated Employment Agreement between Company and Susan
          Astor - incorporated by reference to Exhibit 10.2 to Registration
          Statement on Form S-18 (SEC File No. 33-29561-NY)

10.2(a)   Amendment to Employment Agreement between Company and Susan Astor
          (Annual Report on Form 10-KSB for fiscal year ended 11/30/93)

10.3      Amended and Restated Employment Agreement between Company and Michael
          Astor - incorporated by reference to Exhibit 10.3 to Registration
          Statement on Form S-18 (SEC File No. 33-29561-NY)

10.3(a)   Amendment to Employment Agreement between Company and Michael Astor
          (Annual Report on Form 10-KSB for fiscal year ended 11/30/93)

10.4      Office Lease (Annual Report on Form 10-KSB for fiscal year ended
          11/30/93)

10.5      Form of Franchise Agreement - incorporated by reference to Exhibit
          10.6 to Registration Statement on Form S-18 (SEC File No. 33-29561-NY)

10.6      Master Franchise Agreement dated as of November 30, 1989, between the
          Company and Horikawa Sangyo Kabushiki Kaisha - incorporated by
          reference to Exhibit 10.8 to Registration Statement on Form S-18 (SEC
          File No. 33-29561-NY)



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10.7      Consulting Agreement dated December 16, 1991 between the Company and
          Palmer & Moore Ltd. - incorporated by reference to Exhibit 10.8 to
          1991 Annual Report on Form 10-K (SEC File No. 0-18412)

10.8      Revolving 10% Promissory Note (Annual Report on Form 10-KSB for fiscal
          year ended 11/30/93)

10.9      Form of Agreement and Plan of Reorganization between the Company and
          Kids 'N Things' Inc. (Annual Report on Form 10-KSB for fiscal year
          ended 11/30/93)

10.10     Management Agreement, dated November 9, 1993 between the Company and
          Bernard Tessler (Annual Report on Form 10-KSB for fiscal year ended
          11/30/93)

10.10(a)  Amendment to Management Agreement, dated January 20, 1994 between the
          Company and Bernard Tessler (Annual Report on Form 10-KSB for fiscal
          year ended 11/30/93)

10.11     Letter Agreement dated November 18, 1994 (Annual Report on Form 10-KSB
          for fiscal year ended 11/30/94).

10.11(a)  Amendment to Letter Agreement dated April 10, 1995.

10.13     Asset Purchase Agreement dated as of March 31, 1995 (Quarterly Report
          on Form 10-QSB for fiscal quarter ended February 28, 1995).

27        Financial Data Schedule.


          (b) Reports on Form 8-K.

          The Company did not file any Current Reports on Form 8-K during the
last fiscal quarter of 1995.

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                                     SIGNATURES

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


                               PLAYORENA INC.



October 18, 1996               By:/s/ Michael Astor
                                  ---------------------------------------
                                  Michael Astor
                                  Vice President, Chief Operating
                                  Officer, Chief Financial Officer
                                  and Treasurer (as both a duly
                                  authorized officer of the
                                  registrant and the principal
                                  financial officer or chief
                                  accounting officer of the
                                  registrant)