UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-Q/A

(Mark One)
[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 1996

OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________________

Commission file number 0-4028

                             TRANSMEDIA NETWORK INC.
         -------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              DELAWARE                             84-6028875
  --------------------------------         -------------------------
   (State of other jurisdiction of            (I.R.S. Employer
   incorporation or organization)             Identification No.)

                 11900 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33181
          -------------------------------------------------------------
               (Address of principal executive offices) (zip code)

                                  305-892-3300
                     --------------------------------------
                         (Registrant's telephone number,
                              including area code)


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 and (2) has been subject to such filing requirements for the
past 90 days.

                                               Yes [X]  No [ ]

The number of shares outstanding of the issuer's Common Stock, $.02 par value,
as of April 30, 1996: 10,119,333.

1  of 13
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                                    I N D E X

                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES

PART I.        FINANCIAL INFORMATION                        PAGE NO.
-------        ---------------------                        --------

Item 1.        Financial Statements:

               Consolidated Balance Sheets--                  3, 4
               March 31, 1996 (unaudited)
               and September 30, 1995 (audited)

               Consolidated Statements of Operations--          5
               Three months and six months ended
               March 31, 1996 and 1995 (unaudited)

               Consolidated Statements of Cash Flows--        6, 7
               Six months ended March 31, 1996
               and 1995 (unaudited)

               Notes to Unaudited Consolidated                8, 9
               Financial Statements

Item 2.        Managements Discussion and Analysis            9, 10, 11
               of Financial Condition and Results of
               Operations

PART II.       OTHER INFORMATION                                 12

SIGNATURES                                                       13


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<PAGE>



Part I-Item 1
Financial Information

                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1996 AND SEPTEMBER 30, 1995


                                         MARCH 31,    * SEPTEMBER 30,
                                           1996             1995
                                        (UNAUDITED)
                                        -----------     -------------
ASSETS

Current assets:

   Cash and cash equivalents             $ 1,870,966    $ 2,270,322
   Accounts receivable, less
     allowance for doubtful accounts:
     March 31, 1996:         $15,000
     September 30, 1995:     $15,000       3,092,842      1,771,821
   Rights to receive                      29,317,348     26,147,400
   Prepaid expenses and other
     current assets                        1,097,596        708,253
   Unamortized advertising costs             620,073        539,118
   Income tax receivable                     237,310          --
   Deferred income taxes                     441,285        441,285
                                          ----------     ----------
   Total current assets                   36,677,420     31,878,199
                                          ----------     ----------

Securities available for sale,
   at fair value                           1,444,270      1,878,012
                                          ----------     ----------

Property and equipment                     5,964,743      4,565,283
   Less accumulated depreciation           1,626,983      1,093,583
                                          ----------     ----------
                                           4,337,760      3,471,700
                                          ----------     ----------
Other assets                                 136,099        133,430
                                          ----------     ----------


Total assets                             $42,595,549    $37,361,341
                                          ==========     ==========




                                                                    (continued)

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1996 AND SEPTEMBER 30, 1995
                                   (CONTINUED)


                                          March 31,  * September 30,
                                            1996           1995
                                         (UNAUDITED)
                                         -----------   --------------

LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities:

   Accounts payable - Rights to receive  $ 2,998,655    $ 4,933,070
   Accounts payable - reimbursable
     tax and tips                            625,564        428,000
   Accounts payable - other                1,866,329      1,663,754
   Income taxes payable                        --            22,600
   Accrued expenses                          969,208      1,028,561
                                          ----------     ----------
     Total current liabilities             6,459,756      8,075,985

Line of credit                             8,000,000      2,000,000
Deferred membership and renewal
   fee income, net                         3,106,771      2,866,916
Deferred income taxes                        227,191        227,191
                                          ----------     ----------
   Total liabilities                      17,793,718     13,170,092
                                          ----------     ----------

Stockholders' equity:

Preferred stock - par value $.10 per share;
   authorized 1,000,000 shares; none issued    --             --
Common stock - par value $.02 per share;
   authorized 20,000,000 shares; issued and
   outstanding: 10,119,333 shares at
   March 31, 1996 and 10,118,770 shares
   at September 30, 1995                     202,387        202,375

Additional paid-in capital                10,517,235     10,513,055
Unrealized gain on securities
   available for sale                      1,164,270      1,598,011
Retained earnings                         12,917,939     11,877,808
                                          ----------     ----------
   Total stockholders' equity             24,801,831     24,191,249
Total liabilities and stockholders'
                                          ----------     ----------
   equity                                $42,595,549    $37,361,341
                                          ==========     ==========

See notes to consolidated financial statements

* The balance sheet at September 30, 1995 is derived from the registrant's
audited financial statements.

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<TABLE>
<CAPTION>

                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1996 and 1995
                                   (UNAUDITED)


                                                            THREE MONTHS ENDED,             SIX MONTHS ENDED
                                                                MARCH 31,                        MARCH 31,
                                                         1995            1996            1995            1996
                                                     ------------    ------------    ------------    ------------

<S>                                                   <C>             <C>             <C>            <C>    
Revenues:
   Net sales .....................................   $ 17,356,073    $ 14,880,775    $ 32,830,821    $ 28,194,678
   Membership and renewal fee income .............      1,641,366         969,736       3,119,615       1,857,396
   Continuing franchise fee and
     royalty income ..............................        589,435         683,510       1,138,917       1,362,910
   Commissions income ............................        153,345         137,355         321,637         293,010
                                                     ------------    ------------    ------------    ------------
                                                       19,740,219      16,671,376      37,410,990      31,707,994

Cost of sales ....................................     11,463,542       9,973,489      21,816,725      18,904,549
                                                     ------------    ------------    ------------    ------------
      Gross profit ...............................      8,276,677       6,697,887      15,594,265      12,803,445

Selling, general and administrative
   expenses ......................................      5,887,068       4,602,391      11,343,615       8,792,270

Cardmember acquisition expenses ..................      1,560,945         309,979       2,131,671         537,137
                                                     ------------    ------------    ------------    ------------
               Operating income ..................        828,664       1,785,517       2,118,979       3,474,038
                                                     ------------    ------------    ------------    ------------
Other income (expense):
   Interest and other income .....................         35,602          66,654          78,562         125,209
   Interest expense and financing costs ..........       (149,341)        (23,000)       (223,629)        (24,875)
   Initial franchise fee and license
     income, net of expenses .....................         30,100            --            30,100          95,000
                                                     ------------    ------------    ------------    ------------
                                                          (83,639)         43,654        (114,967)        195,334
                                                     ------------    ------------    ------------    ------------

Income before income taxes .......................        745,025       1,829,171       2,004,012       3,669,372
Income taxes .....................................        283,100         713,400         761,500       1,431,100
                                                     ------------    ------------    ------------    ------------
                Net income .......................   $    461,925    $  1,115,971    $  1,242,512    $  2,238,272
                                                     ============    ============    ============    ============

Income per common and common
   equivalent share:

   Primary .......................................   $        .05    $        .11    $        .12    $        .22
                                                     ============    ============    ============    ============
   Fully diluted .................................   $        .05    $        .11    $        .12    $        .22
                                                     ============    ============    ============    ============

Weighted average number of common and
   common equivalent shares outstanding:

   Primary .......................................     10,297,206      10,047,283      10,317,636      10,029,198
                                                     ============    ============    ============    ============
   Fully diluted .................................     10,297,206      10,065,427      10,317,326      10,049,218
                                                     ============    ============    ============    ============

</TABLE>
See notes to consolidated financial statements

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (UNAUDITED)

                                                       1996             1995
                                                    -----------     -----------

Cash flows from operating activities:

  Net income .................................                                
                                                    $1,242,511      $ 2,238,272
                                                    -----------     -----------
  Adjustments to reconcile net income
  to net cash used in operating
  activities:
     Depreciation and amortization ...........         538,400          348,770

  Changes in assets and liabilities:
     Accounts receivable .....................      (1,321,021)         385,192
     Rights to receive .......................      (3,169,948)      (2,916,798)
     Prepaid expenses ........................        (389,343)        (578,021)
     Unamortized advertising costs ...........         (80,955)         (64,126)
     Income tax receivable ...................        (237,310)            --
     Other assets.............................          (7,662)         101,324
     Accounts payable - rights to
     receive .................................      (1,934,415)        (391,781)
     Accounts payable - reimbursable
        tax and tips..........................         197,564          (82,370)
     Accounts payable - other ................         202,575         (495,974)
     Income taxes payable ....................         (22,600)        (524,904)
     Accrued expenses ........................         (61,083)         (57,614)
     Deferred membership income ..............         239,855          409,632
                                                    -----------     -----------
          Total adjustments ..................      (6,045,943)      (3,866,670)
                                                    -----------     -----------
          Net cash used for operating
             activities ......................      (4,803,432)      (1,628,398)
                                                    -----------     -----------
  Cash flows from investing activities:

    Additions to property and equipment ......      (1,399,460)        (614,397)
                                                    -----------     -----------
  Net cash used in investing activities ......      (1,399,460)        (614,397)
                                                    -----------     -----------


6 of 13                                                            (Continued)
<PAGE>



                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (CONTINUED)

                                                       1996             1995
                                                   -----------      -----------

Cash flows from financing activities:

  Borrowings on note payable to bank
     under revolving line of credit ..........     $ 6,000,000      $ 1,000,000
  Dividends paid .............................        (200,656)        (190,594)
  Conversion of warrants and options
     for common stock, net of tax
     benefits ................................           4,192          617,728
                                                   -----------      -----------
     Net cash provided by financing
        activities ...........................       5,803,536        1,427,134
                                                   -----------      -----------
     Net decrease in cash and cash
         equivalents .........................        (399,356)        (815,661)
                                                  
Cash and cash equivalents at beginning
     of period ...............................       2,270,322        2,478,899
                                                   -----------      -----------
Cash and cash equivalents at
     end of period ...........................     $ 1,870,966      $ 1,663,238
                                                   ===========      ===========




Supplemental disclosure of cash flow
    information:

    Cash paid during the periods for:

        Interest .............................     $   163,646      $    13,375
                                                   ===========      ===========
        Income taxes .........................     $   839,774      $ 1,832,147
                                                   ===========      ===========



See notes to consolidated financial statements

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      Basis of Presentation

        The balance sheet as of September 30, 1995 was derived from the
registrant's audited consolidated financial statements.

        The information presented in each of the included unaudited consolidated
financial statements, in the opinion of management, reflects all adjustments
necessary to a fair statement of the results for all interim periods. The
results for the three and six months ended March 31, 1996 are not necessarily
indicative of the results to be expected for the full year.

        The consolidated financial statements, as presented, are in summarized
form, and footnote disclosures normally included in financial statements
presented in accordance with generally accepted accounting principles, have been
condensed or omitted. Complete disclosures for the year ended September 30, 1995
are presented in the Company's 10K filing which includes audited consolidated
financial statements.

2.      RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS

        AFTER DISCUSSIONS WITH THE SECURITIES AND EXCHANGE COMMISSION STAFF, THE
COMPANY HAS CHANGED ITS ACCOUNTING POLICY FOR CERTAIN COSTS OF ACQUIRING
CARDMEMBERS. TO THE EXTENT THAT MEMBERSHIP AND RENEWAL FEES WERE EXPECTED TO BE
RECEIVED, THE COMPANY HAD BEEN DEFERRING CERTAIN COSTS OF ACQUIRING CARDMEMBERS
AND AMORTIZING THEM OVER THE AVERAGE LIFE OF A CARDMEMBER, 24 MONTHS. THE
COMPANY HAS CHANGED ITS POLICY TO DEFER THE COSTS ASSOCIATED WITH ACQUIRING FEE
PAYING CARDMEMBERS TO THE EXTENT THAT INITIAL MEMBERSHIP FEES ARE GENERATED AND
TO DEFER THOSE COSTS OVER TWELVE MONTHS, THE PERIOD OF INITIAL MEMBERSHIP. THIS
ACCOUNTING HAS BEEN APPLIED RETROACTIVELY. ACCORDINGLY, THE COMPANY HAS RESTATED
ITS PREVIOUSLY ISSUED 1994, 1995 AND 1996 FINANCIAL STATEMENTS TO APPROPRIATELY
REFLECT THIS NEW POLICY.

3.      Line of Credit

        In January 1996, the Company amended its revolving line-of-credit
agreement with NationsBank of Florida, N.A. The funds available to the Company
under the January 1996 agreement amount to $20,000,000. The agreement, which
terminates on January 26, 1999, bears interest at the floating prime rate, or a
"LIBOR plus" option, and is unsecured. At March 31, 1996, the outstanding
balance was $8,000,000.

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4.      Income per Common and Common Equivalent Share

        Primary earnings per share were based on the weighted average number of
common and common equivalent shares outstanding during the periods presented.
Equivalent shares consist of those shares issuable upon the assumed exercise of
stock options and warrants calculated under the treasury stock method, based on
average stock market prices in the periods.

        Fully diluted earnings per share were computed using the weighted
average number of common and common equivalent shares outstanding in the
periods, assuming exercise of options and warrants calculated under the treasury
stock method, based on stock market prices at the end of the periods.

5.      Reclassification

        Certain prior year amounts have been reclassified to conform with the
current presentation.

Item 2         Management's Discussion and Analysis of Financial
Condition and Results of Operations

A.      THE COMPANY HAS CHANGED ITS APPLICATION OF STATEMENT OF
        POSITION 93-7 "REPORTING ON ADVERTISING COSTS".  THE COMPANY
        HAD BEEN DEFERRING CERTAIN COSTS OF ACQUIRING CARDMEMBERS AND
        THEN AMORTIZING THESE COSTS OVER THE AVERAGE LIFE OF A
        CARDMEMBER, OR 24 MONTHS.  THE COMPANY HAS NOW DECIDED TO
        DEFER THE COSTS ASSOCIATED WITH OBTAINING FEE PAYING
        CARDMEMBERS, BUT ONLY TO THE EXTENT THAT INITIAL FEES ARE
        GENERATED, AND TO THEN AMORTIZE THESE COSTS OVER 12 MONTHS,
        THE PERIOD OF INITIAL MEMBERSHIP.  SINCE THE COMPANY
        ESTABLISHED A NO-FEE MEMBERSHIP PROGRAM IN 1996 AND HAD WAIVED
        MOST INITIAL FEES IN 1994 AND 1995, THIS CHANGE RESULTED IN A
        WRITE-DOWN OF PREVIOUSLY CAPITALIZED AND DEFERRED COSTS AND AN
        INCREASE IN CARDMEMBER ACQUISITION EXPENSES.

B.      Results of Operations - Comparison of Three Months and Six
        Months ended March 31, 1996 and 1995.

        Net Sales for the three and six months ended March 31, 1996 increased by
        $2,475,298 (17% increase) and $4,636,143 (16% increase) compared with
        the same periods in 1995. The sales increase was due to a greater number
        of cardmembers supported by additional participating restaurants and
        from sales recorded in a formerly franchised territory which was
        repurchased in July 1995. Membership and renewal fee income increased by
        $671,630 (69% increase) and $1,262,219 (68% increase) in the three and
        six month periods ended March 31, 1996 compared with the prior year's
        periods because of an increased number of new cardmembers as well as
        renewals.

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<PAGE>



        Continuing franchise fee income decreased by $94,075 (14% decrease) and
        $223,993 (16% decrease) in the three and six month period ended March
        31, 1996, versus the prior year's comparable periods primarily because
        one of the franchises from which continuing franchise fee income had
        been received was acquired by the Company in July 1995.

        As a result of the growth in the components of revenue, gross profit
        increased by $1,578,790 to $8,276,677 for the three month period ended
        March 31, 1996 and by $2,790,820 to $15,594,264, for the six month
        period ended March 31, 1996.

        Selling, general and administrative expenses for the three and six
        months ended March 31, 1996 increased by $1,284,677 and $2,551,345,
        respectively, compared to the prior year's comparable periods and
        represented increases of 28% and 29%, respectively. Expenses
        contributing to the increase in the current period included costs
        associated with operating new areas started up or reacquired since the
        second quarter of last year. These areas include Chicago, Detroit,
        Tampa, Milwaukee, Indianapolis, Phoenix and Denver. Costs directly
        related to sales, such as commissions and processing costs, increased,
        as did mailing and printing costs associated with the increased number
        of cardmembers.

        CARDMEMBER ACQUISITION EXPENSES FOR THE THREE AND SIX MONTHS ENDED MARCH
        31, 1996 INCREASED BY $1,250,966 AND $1,594,534, RESPECTIVELY, COMPARED
        TO THE PRIOR YEAR'S COMPARABLE PERIODS AND REPRESENTED INCREASES OF 404%
        AND 297%, RESPECTIVELY. INCLUDED IN CARDMEMBER ACQUISITON EXPENSES WAS
        THE AMORTIZATION OF DEFERRED ADVERTISING COSTS AMOUNTING TO $309,838 AND
        $583,662 IN THE THREE AND SIX MONTH 1996 PERIODS, VERSUS $172,439 AND
        $328,879 IN THE PRIOR YEAR PERIODS. COSTS CAPITALIZED IN THREE AND SIX
        MONTH 1996 PERIODS WERE $339,490 AND $664,620 VERSUS $164,095 AND
        $393,005 IN THE COMPARABLE PERIODS OF THE PRIOR YEAR.

        Income before income taxes amounted to $745,025 and $2,004,012 in the
        three and six months ended March 31, 1996, compared with $1,829,171 and
        $3,669,372 in the 1995 comparable periods.

        Net income for the three and six months ended March 31, 1996 was
        $461,925 and $1,242,512, or $.05 and $.12 per share respectively,
        compared with $1,115,971 and $2,238,272 or $.11 and $.22 per share
        respectively, in the comparable periods of the prior year.

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        b.     Liquidity and Capital Resources

        The Company's working capital at March 31, 1996 was $30,217,664,
        compared with $23,802,214 at September 30, 1995. The increase of
        $6,415,214 was due primarily to the Company's profit during the period
        and borrowings under the Company's line of credit which were used to
        purchase Rights to Receive and acquire new cardmembers. Cash and cash
        equivalents amounted to $1,870,966 at March 31, 1996. The Company has
        available a $20,000,000 revolving line of credit, of which $8,000,000
        was utilized at March 31, 1996. The Company believes that cash generated
        from operations, cash on hand and cash available under its line of
        credit will satisfy its cash requirements.

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                           PART II - OTHER INFORMATION

ITEMS 1, 2, 3, AND 5

        Items 1, 2, 3, and 5 of Part II are either inapplicable or are answered
in the negative and are omitted pursuant to the instructions to Part II.

ITEM 4

        Submission of matter to a vote of security holders

        (a)    Annual meeting of stockholders was held on March 20,
               1996.

        (b)    Irwin Hochberg, Henry Seiden and Jack Africk were elected to
               three-year terms on the Company's Board of Directors. Barry S.
               Kaplan was elected to a one-year term on the Company's Board of
               Directors. Melvin Chasen and James M. Callaghan continued as
               Board members with terms expiring in 1998. Herbert M. Gardner and
               A. Barry Merkin continued as Board members with terms expiring in
               1997.

        (c)    A proposal to adopt the 1996 Long-Term Incentive Plan was
               approved.

        (d)    No other matters were voted upon.

ITEM 6

        Exhibits and reports on Form 8K

               (a)    Exhibits

                      None

               (b)    Reports on Form 8K

                      No reports on Form 8K were filed during the Quarter Ending
                      March 31, 1996.

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                               S I G N A T U R E S

        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.

                                            TRANSMEDIA NETWORK INC.
                                                 (Registrant)




Janaury 21, 1997                            /S/DAVID L. WEINBERG
                                            ---------------------------
                                            David L. Weinberg
                                            Vice President and
                                            Chief Financial Officer

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