UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

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


   (Mark one)
      XX       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
  -----------  THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1996


               TRANSITION  REPORT UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT
  -----------  OF 1934

                    For the transition period from ____________ to _____________

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

                         Commission File Number: 0-27006
                                                 -------

                           MILLION DOLLAR SALOON, INC.
        (Exact name of small business issuer as specified in its charter)

       Nevada                                                 13-3428657
       ------                                                 ----------
(State of incorporation)                                (IRS Employer ID Number)

                   6848 Greenville Avenue, Dallas, Texas 75231
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (214) 691-6757
                           (Issuer's telephone number)

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



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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: November 13, 1996: 5,010,084

Transitional Small Business Disclosure Format (check one):    YES       NO X
                                                                 ----      ----

<PAGE>




                           MILLION DOLLAR SALOON, INC.

              Form 10-QSB for the Quarter ended September 30, 1996

                                Table of Contents




                                                                            Page
Part I - Financial Information                                              ----

   Item 1    Financial Statements                                             3

   Item 2    Management's Discussion and Analysis or Plan of Operation       10

Part II - Other Information

   Item 1    Legal Proceedings                                               11

   Item 2    Changes in Securities                                           11

   Item 3    Defaults Upon Senior Securities                                 11

   Item 4    Submission of Matters to a Vote of Security Holders             11

   Item 5    Other Information                                               11

   Item 6    Exhibits and Reports on Form 8-K                                11

Signatures                                                                   12



                                       2
<PAGE>


      1
                  Million Dollar Saloon, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                    September 30, 1996 and December 31, 1995


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
<S>                                                                            <C>
                                                     (unaudited)            (audited)
                                                     September 30,         December 31,
                                                        1996                  1995
                                                    --------------        --------------
Current assets
   Cash on hand and in bank                         $    777,133          $    133,374
   Note receivable - current portion                      19,660                19,660
   Accounts receivable
     Trade                                                52,292                63,653
     Prepaid Federal income taxes                            -                   8,520
   Inventory                                              10,840                 9,937
                                                     -----------           -----------

     Total current assets                                859,925               235,144
                                                     -----------           -----------

Property and equipment - at cost
   Buildings and related improvements                  1,995,131             1,994,730
   Vehicles                                               52,727                -
   Furniture and equipment                               759,260               755,680
                                                     -----------           -----------
                                                       2,807,118             2,750,410
   Accumulated depreciation                           (1,405,073)           (1,316,679)
                                                     -----------           -----------
                                                       1,402,045             1,433,731
   Land                                                  816,487               816,487
                                                     -----------           -----------

     Net property and equipment                        2,218,532             2,250,218
                                                     -----------           -----------

Other assets
   Note receivable - non-current portion                 132,566               145,423
   Accounts receivable - officers, shareholders
     and affiliates                                      760,598               715,525
   Organization costs, net of accumulated
     amortization of approximately $14,985
     and $4,688, respectively                             59,943                70,240
   Loan costs, net of accumulated amortization
     of approximately $6,323 and $1,580, respectively     25,284                30,026
   Other                                                  19,485                85,385
                                                     -----------           -----------

     Total other assets                                  997,876             1,046,599
                                                     -----------           -----------

     Total assets                                   $  4,076,333          $  3,531,961
                                                     ===========           ===========
</TABLE>





The financial information included herein has been prepared by management

without audit by independent certified public accountants.
See accompanying notes to financial statements.


                                  - Continued -



                                       3
<PAGE>



                  Million Dollar Saloon, Inc. and Subsidiaries
                     Consolidated Balance Sheets - Continued
                    September 30, 1996 and December 31, 1995


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>
<S>                                                                            <C>
                                                            (unaudited)         (audited)
                                                            September 30,       December 31,
                                                               1996              1995
                                                            -------------       ------------
Current liabilities
   Note payable to a bank                                   $     500,000       $      -
   Current maturities of long-term debt                           122,370             135,911
   Accounts payable
     Trade                                                         20,907              71,438
     Affiliates and shareholders                                      -                 2,736
   Accrued liabilities                                             98,121              50,859
   Tenant deposits                                                  6,500               6,500
                                                             ------------        ------------

     Total current liabilities                                    747,898             267,444

Long-term liabilities
   Note payable, net of current maturities                        586,396             623,193
   Deferred tax liability                                          90,213              90,213
                                                             ------------        ------------

     Total liabilities                                          1,424,507             980,850
                                                             ------------        ------------

Shareholders' equity Preferred stock - $0.001 par value.
     5,000,000 shares authorized.  None
     issued and outstanding                                        -                 -
   Common stock - $0.001 par value.
     50,000,000 shares authorized.  5,010,084
     and 5,000,084 issued and outstanding,
     respectively                                                   5,010               5,000
   Additional paid-in capital                                     206,706               -
   Retained earnings                                            2,440,110           2,546,111
                                                             ------------        ------------
Total shareholders' equity                                      2,651,826           2,551,111
                                                             ------------        ------------

Total liabilities and shareholders' equity                  $   4,076,333       $   3,531,961
                                                             ============        ============


</TABLE>



                                       4
<PAGE>


                  Million Dollar Saloon, Inc. and Subsidiaries
                        Consolidated Statements of Income
             Three and nine months ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
<S>                                                                           <C>            <C>
                                            (unaudited)      (unaudited)       (unaudited)      (unaudited)
                                           Three months     Three months       Nine months      Nine months
                                               ended            ended             ended            ended
                                           September 30,    September 30,     September 30,    September 30,
                                               1996             1995              1996              1995
                                          --------------   --------------    --------------    -------------
Revenues
   Sales - club operations                $     802,397    $     755,277     $   2,473,541     $   1,962,289
   Rental income                                106,861          109,089           313,029           349,308
                                           ------------     ------------      ------------      ------------

     Total revenues                             909,258          864,366         2,786,570         2,311,597

Cost of sales - club operations                 463,731          397,481         1,480,391         1,082,553
                                           ------------     ------------      ------------      ------------

Gross profit                                    445,527          466,885         1,306,179         1,229,044
                                           ------------     ------------      ------------      ------------

Operating expenses
   General and administrative
     expenses                                   252,844          449,364           732,812         1,108,269
   Interest expense                              15,545            4,004            73,664            25,839
   Depreciation and amortization                 31,481           20,505            85,651            62,802
                                           ------------     ------------      ------------      ------------

     Total operating expenses                   299,870          473,873           892,127         1,196,910
                                           ------------     ------------      ------------      ------------

Income from operations                          145,657           (6,988)          414,052            32,134

Other income (expense)                           22,857            7,589            48,167            29,685
                                           ------------     ------------      ------------      ------------

Income before income taxes                      168,514              601           462,219            61,819

Income taxes
   Current                                       (5,105)           2,706              -                 -
   Deferred                                          -            28,000           (70,900)          103,000
                                           -------------    ------------      ------------      ------------

NET INCOME                                $      163,409   $      31,307     $     391,319     $     164,819
                                           =============    ============      ============      ============


Earnings per weighted-average share
   of common stock outstanding            $         0.03   $        0.01     $        0.08     $        0.03
                                           =============    ============      ============      ============

Weighted-average number of
   shares outstanding                          5,010,084       5,000,084         5,010,084         5,000,084
                                           =============    ============      ============      ============

</TABLE>





                                       5
<PAGE>



                  Million Dollar Saloon, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                  Nine months ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
<S>                                                                           <C>            <C>

                                                                              (unaudited)       (unaudited)
                                                                              Nine months       Nine months
                                                                                 ended             ended
                                                                             September 30,     September30,
                                                                                 1996              1995
Cash flows from operating activities                                         -------------     ------------
   Net income (loss) for the period                                          $     391,319     $     164,819
   Adjustments to reconcile net loss to net cash
     used in operating activities
     Depreciation and amortization                                                 103,433            62,802
     Fair market value of building given in
     exchange for compensation                                                         -               3,247
     Stock issued to pay consulting fees                                            10,000              -
     (Increase) decrease in
       Accounts receivable - trade                                                  11,361           (31,138)
       Prepaid Federal income taxes receivable                                       8,520             4,034
       Inventory                                                                      (903)            1,244
       Deferred tax asset and other                                                 65,900          (151,515)
     Increase (decrease) in
       Accounts payable - trade and other accrued liabilities                      (78,420)            8,606
       Income taxes payable                                                            -             (24,068)
                                                                              ------------      ------------
Net cash provided by operating activities                                          511,210            38,031
                                                                              ------------      ------------

Cash flows from investing activities
   Principal collections on note receivable                                         12,857            11,940
   Purchases of property and equipment                                              (3,981)           (4,947)
                                                                              ------------      ------------
Net cash provided by investing activities                                            8,876             6,993
                                                                              ------------      ------------

Cash flows from financing activities
   Principal advances on notes payable                                             500,000           750,000
   Principal payments on notes payable                                            (103,065)         (374,791)
   Funds advanced by (to) affiliates and shareholders - net                        (47,809)            2,956
   Cash paid in dividends                                                         (225,453)           (7,000)
   Purchase of treasury stock                                                         -             (650,000)
   Proceeds from sale of common stock                                                 -              255,800
                                                                              ------------      ------------
Net cash provided by (used in) financing activities                                123,673           (23,035)
                                                                              ------------      ------------

Increase in cash                                                                   643,759            21,989
Cash at beginning of period                                                        133,374           123,143
                                                                              ------------      ------------
Cash at end of period                                                        $     777,133     $     145,132
                                                                              ============      ============

Supplemental disclosure of interest and income taxes paid
   Interest paid for the period                                              $      48,167     $      29,685
                                                                              ============      ============
   Income taxes paid (refunded) for the period                               $      (8,520)    $      (4,034)
                                                                              ============      ============

Supplemental disclosure of non-cash investing and financing activities
   Acquisition of vehicle on lease payable                                   $      52,727     $        -
                                                                              ============      ============

</TABLE>


                                       6
<PAGE>


                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A - BACKGROUND AND ORGANIZATION

Million Dollar Saloon,  Inc. (formerly  Goodheart  Ventures,  Inc.) (MDS-NV) was
incorporated under the laws of the State of Nevada on September 28, 1987. MDS-NV
completed a public sale of its securities on November 10, 1988 with the issuance
of 489,100  shares of its common stock.  Additionally,  MDS-NV issued  2,934,600
warrants  to purchase  one share of Class A common  stock at $0.50 per share and
one share of Class B common stock at $0.75 per share. No warrants were exercised
by their holders and all issued and outstanding warrants have expired.

MDS-NV was formed for the  purpose of seeking a suitable  merger or  acquisition
candidate.  MDS-NV's  activities  have consisted  principally of raising capital
and,  as  such,  was a  development  stage  company  prior  to the  transactions
discussed in succeeding paragraphs.

In August  1995,  MDS-NV  experienced  a change in  control  whereby  members of
management of Furrh, Inc. and its wholly-owned  subsidiary,  Tempo Tamers, Inc.,
Corporation Lex and Don, Inc. became the controlling shareholders of MDS-NV. The
shareholders  of all entities then reached an oral  agreement with whereby these
companies would become wholly-owned subsidiaries of MDS-NV.

On September 7, 1995, the shareholders of Furrh, Inc.,  Corporation Lex and Don,
Inc.  exchanged 100% of their issued and  outstanding  stock for a net aggregate
3,925,000  shares of Million Dollar Saloon,  Inc., a dormant Texas  corporation,
(MDS-TX) owned by the majority  shareholders  of the respective  companies.  The
purpose of this transaction was to consolidate the ownership of Furrh,  Inc. and
Tempo Tamers,  Inc.,  Corporation  Lex and Don,  Inc.  into a single  company to
facilitate the merger with MDS-NV.

MDS-TX  merged  with and  into  MDS-NV,  which  was  controlled  by  members  of
management of MDS-TX,  effective November 1, 1995. Goodheart Ventures, Inc. also
changed its corporate name to Million Dollar Saloon,  Inc.  (MDS-NV) on November
1, 1995.  Furrh,  Inc. and its  wholly-owned  subsidiary,  Tempo  Tamers,  Inc.,
Corporation  Lex and Don,  Inc.  remain as separate  operating  entities and are
wholly-owned subsidiaries of MDS-NV.

The combination of Furrh,  Inc. and its wholly-owned  subsidiary,  Tempo Tamers,
Inc.,  Corporation  Lex and Don, Inc. with MDS-TX and the  concurrent  merger of
MDS-TX with MDS-NV were  separately  accounted for in accordance with Accounting
Principles  Board  No.  16 -  "Business  Combinations",  Interpretation  #39 for
companies  under  common  control on an "as if  pooled"  basis.  The  historical
financial  statements  of all  involved  entities  have  become  the  historical
consolidated financial statements of MDS-NV.

Furrh,  Inc.  (Furrh) was  incorporated  under the laws of the State of Texas on
February 25, 1974. Furrh owns and manages  commercial rental property located in
Dallas  County,  Texas.  Furrh's  wholly-owned  subsidiary,  Tempo Tamers,  Inc.
(Tempo),  was incorporated under the laws of the State of Texas on July 3, 1978.
Tempo operates a lounge and entertainment  facility,  located in Dallas,  Texas,
under the  registered  trademark  and trade  name  "Million  Dollar  Saloon(R)".
Additionally,  Furrh  previously had two other  wholly-owned  subsidiaries,  Don
Investments,  Inc. and Tanfastic, Inc. All operations, assets and liabilities of
these two  companies  were closed  and/or  liquidated  prior to January 1, 1993.
Furrh and Tempo had a  February  28  year-end.  Concurrent  with the  previously
discussed  consolidation  and merger,  Furrh and Tempo changed their year-end to
December 31. The amounts utilized in the accompanying  financial statements have
been restated to the new year end of December 31.


                                       7
<PAGE>

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE A - BACKGROUND AND ORGANIZATION - Continued

Corporation Lex (Lex) was  incorporated  under the laws of the State of Texas on
November 30, 1984. Lex owns and manages  commercial  rental property  located in
Dallas County, Texas. Lex has a December 31 year end.

Don,  Inc.  (Don)  was  incorporated  under  the  laws of the  State of Texas on
November 8, 1973. Don owns and manages  commercial  rental  property  located in
Tarrant County, Texas. Don has a December 31 year end.

MDS-NV  originally  had a year-end of August 31.  Concurrent  with the merger of
MDS-NV and MDS-TX,  MDS-NV  changed its year-end to December 31 to match that of
its acquired operating companies.

These  financial  statements  reflect  the books and  records of Million  Dollar
Saloon,  Inc.  (formerly  Goodheart  Ventures,  Inc.)  (Nevada),  Million Dollar
Saloon, Inc. (Texas),  Furrh, Inc., Tempo Tamers, Inc., Corporation Lex and Don,
Inc. for the nine months ended  Sepember  30, 1996 and 1995,  respectively.  All
significant intercompany  transactions have been eliminated in combination.  The
consolidated entities are referred to as Company.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

In the opinion of management, the accompanying consolidated financial statements
for the six and three months ended  September  30, 1996 and 1995,  respectively,
reflect  all  adjustments  (consisting  only of  normal  recurring  adjustments)
necessary to present fairly the financial  condition,  results of operations and
cash flows of Million Dollar Saloon, Inc. and Subsidiaries.

The  financial  statements  included  herein have been  prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in the  financial  statements  prepared in  accordance  with  generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations.  The accompanying  unaudited interim financial statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the Company's Annual Report on Form 10-KSB filed with the Securities
and  Exchange   Commission  for  the  year  ended  December  31,  1995.  Certain
reclassifications  and adjustments  may have been made to the interim  financial
statements  for the  comparative  period(s)  of the prior fiscal year to conform
with the  current  year  presentation.  The  results of  operations  for interim
periods are not  necessarily  indicative  of the results to be obtained  for the
entire year.


NOTE B - CAPITAL STOCK TRANSACTIONS

In January 1996, the Company issued approximately 10,000 shares of unregistered,
restricted common stock, valued at approximately  $10,000, for fees related to a
consulting agreement.


                                       8
<PAGE>

                  MILLION DOLLAR SALOON, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE C - DIVIDENDS

During the first quarter of 1996,  the Company's  Board of Directors  declared a
cash dividend  payable of $0.03 per share for all issued and outstanding  shares
of common  stock as of the record  date of April 1, 1996.  During the second and
third quarters of 1996, respectively,  the Company's Board of Directors declared
cash dividends payable of $0.015 per share. The second quarter dividend was paid
during the third quarter of 1996 and the third quarter  dividend is accrued as a
component of accrued liabilities on September 30, 1996.

The total dividends paid or accrued through  September 30, 1996 is approximately
$300,600.


NOTE D - NOTE PAYABLE TO A BANK

On April 5, 1996,  the Company  executed a $500,000  loan  payable to a bank for
working capital purposes. The loan bears interest at 6.50%. The accrued interest
is payable  monthly and all unpaid interest and the principal is due and payable
in October 1996. The loan is secured by certificates of deposit.




                                       9
<PAGE>



Part I - Item 2       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS



(1)   Results of Operations
   
Bar and restaurant revenues increased by approximately  $47,000 for the quarter
ended  September 30, 1996  compared to the quarter ended  September 30, 1995 and
approximately  $511,000 for the  comparative  nine month periods ended September
30, 1996 and 1995,  respectively.  These increases relate to higher patronage of
the  facility and to the changes in  entertainer  compensation  methods.  During
1995,  the Company  and its  competitors  changed  their  method of  entertainer
compensation.  As a result of this  change,  the Company  experienced  increased
entertainment  revenues  which were  partially  offset by related  increases  in
direct labor costs.  Costs of sales  increased by  approximately  $66,000 in the
third  quarter  of 1996  compared  to the same  period in 1995 and an  aggregate
$398,000 for the comparable nine month periods of 1996 and 1995. Rental revenues
on leased real estate were  declined in the third quarter of 1996 as compared to
the  third  quarter  of 1995  due to the  bankruptcy  of a  tenant  of a  rental
property.  Management is evaluating  various options available to either replace
the tenant or sell the property.  As of September 30, 1996, no definitive  plans
have been formulated by management. Cumulative rental revenues have decreased by
approximately  $36,000 for the nine months ended  September 30, 1996 as compared
to the same nine months ended  September 30, 1995.  The  cumulative  decrease in
lease revenues is principally due to the reasons discussed previously.

Operating  expenses  declined by approximately  $174,000 in the third quarter of
1996 as compared to the same quarter of 1995.  These  expenses have  experienced
cumulative decreases of approximately $305,000 for the first nine months of 1996
as compared to the same period in 1995. The principal  savings were  experienced
in reduced  management  fees paid in 1995 which were  discontinued  in September
1995 as a result of the reverse merger and corporate restructuring  transaction.
The Company has  experienced  expense  increases in interest  expense due to new
notes taken out in the second  quarter of 1996 and the September  1995 corporate
restructuring.  Further, the Company has increased depreciation and amortization
expenses  as a result of the  amortization  of costs  incurred  for the  reverse
merger  and  corporate  restructuring  in  September  1995.  All  direct  rental
operating  costs remained  constant during the nine month period ended September
30, 1996 and 1995.

Net income increased by approximately  $132,000 from  approximately  $31,000 for
the quarter ended September 30, 1995 to  approximately  $163,000 for the quarter
ended   September  30,  1996.  Year  to  date  net  income  has  increased  from
approximately  $164,000  for  the  nine  months  ended  September  30,  1995  to
approximately  $391,000  for the nine  months  ended  September  30,  1996.  The
weighted-average  number of shares of the  Company's  common  stock has remained
relatively  constant  yielding a comparable  earnings per share of $0.08 for the
nine months ended September 30, 1996 as compared to $0.03 per share for the nine
months ended September 30, 1995.
    


(2)   Liquidity and capital resources

As of  September  30,  1996,  the Company had working  capital of  approximately
$112,000 as  compared to  approximately  $(32,300)  as of December  31, 1995 and
$80,000 at September 30, 1995. The Company has achieved positive cash flows from
operations  of  approximately  $511,000 for the nine months ended  September 30,
1996 as compared to approximately  $167,000 for the year ended December 31, 1995
and approximately $38,000 for the nine months ended September 30, 1995.

During April 1996,  the Company  executed a $500,000  note payable to a bank and
placed the  proceeds  into  certificates  of deposit  as an  additional  working
capital  reserve.  The note is due in October 1996 and requires monthly payments
of interest only at an interest rate of 6.50%.



                                       10
<PAGE>



Management  believes that working  capital is not a true  indicator of liquidity
due to the cash nature of the bar and restaurant  operations  whereby all direct
operating  revenues and expenses are settled  within five (5) working days after
recognition. The positive cash flows from operations has primarily been used, in
prior periods,  for the retirement of debt and  distributions  to  shareholders.
Acquisitions  of property and equipment have been nominal during the nine months
ended September 30, 1996 and totaled approximately $82,000 for Calendar 1995 and
$11,000 for Calendar 1994. It is anticipated that no significant  future demands
for capital  resources  exist and only routine  repairs and  maintenance  on the
company-operated facility will be necessary.  During Calendar 1995, the majority
of capital expenditures directly related to the exterior and interior remodeling
to modernize and update the overall appearance and atmosphere of the facility to
maintain its quality and reputation within the marketplace. Due to major freeway
construction in the vicinity of the facility,  management  anticipates  that the
remodeled facade will attract additional spontaneous patronage from increases in
traffic caused by freeway diversions.  Liquidity requirements mandated by future
business  acquisitions  or  expansions,  if any are  specifically  identified or
undertaken,  are not readily  determinable at this time as no substantive  plans
have been  formulated  by  management.  However,  management  believes  that all
necessary   cash   liquidity   will  be  obtained  from   existing   operations.
Additionally,  management is of the opinion that there is  additional  potential
availability  of incremental  mortgage debt and the  opportunity for the sale of
additional   common  stock  through  either  private   placements  or  secondary
offerings.


Part II - Other Information

   Item 1 - Legal Proceedings

      None

   Item 2 - Changes in Securities

      None

   Item 3 - Defaults Upon Senior Securities

      None

   Item 4 - Submission of Matters to a Vote of Security Holders

      None during the reporting period

   Item 5 - Other Information

      None

   Item 6 - Exhibits and Reports on Form 8-K

      None filed during the reporting period





                                       11
<PAGE>


   

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

MILLION DOLLAR SALOON, INC.




January    14   , 1997                      s/s Nina J. Furrh
        --------                     ------------------------
                                                Nina J. Furrh
                                                    President



January     14   , 1997                 s/s Ronald W Johnston
        ---------                ----------------------------
                                           Ronald W. Johnston
                                      Chief Financial Officer

    


                                       12

<PAGE>