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

                                  FORM 10-QSB/A

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

                For the quarterly period ended February 29, 1996
                                               -----------------

                   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
                         ------------------------------
                                (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
   -----   -----

          The number of shares outstanding of the registrant's Common Stock, as
of July 30, 1996 was 8,262,910 shares of Common Stock.

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ITEM 6.   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 (Annual Report on
          Form 10-KSB for fiscal year ended 11/30/95).

10.12     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
first fiscal quarter of 1996.


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                                   SIGNATURES

     Pursuant to the requirements of the Exchange Act, 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)


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