UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)
   [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the quarterly period ended December 31, 2000

                                       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 1-13806

                             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, North Miami, Florida        33181
--------------------------------------------------------------------------------
          (Address of principal executive offices)          (zip code)


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


         Indicate by check mark 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. [X] Yes [ ] No

As of February 12, 2001, there were 16,200,000 shares of the Registrant's $.02
par value common stock outstanding.

<PAGE>

                                      INDEX

                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES


PART I. FINANCIAL INFORMATION                                           PAGE NO.

Item 1.           Financial Statements:

                  Consolidated Balance Sheets --                            3
                  December 31, 2000 (unaudited)
                  and September 30, 2000

                  Consolidated Statements of Operations                     4-5
                  And Comprehensive Loss
                  Three months ended December 31,
                  2000 and 1999 (unaudited)

                  Consolidated Statements of Cash Flows --                  6-7
                  Three months ended December 31,
                  2000 and 1999 (unaudited)

                  Notes to Unaudited Consolidated                           8-11
                  Financial Statements

Item 2.           Management's Discussion and Analysis                     12-16
                  of Financial Condition and Results of
                  Operations

Item 3.           Quantitative and Qualitative Disclosure
                  About Market Risk                                        16

PART II. OTHER INFORMATION                                                 16-17

SIGNATURE                                                                  17

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                    December 31, 2000 and September 30, 2000
                      (in thousands except per share data)
<TABLE>
<CAPTION>
                                    Assets                                        December 31,  *September 30,
                                                                                     2000            2000
                                                                                  (unaudited)
                                                                                   ---------       ---------
<S>                                                                                <C>             <C>
Current assets:
     Cash and cash equivalents                                                     $  12,470       $  19,818
     Accounts receivable, net                                                          6,719           9,135
     Rights to receive, net                                                           69,920          68,374
     Prepaid expenses and other current assets                                         2,622           2,883
                                                                                   ---------       ---------
                   Total current assets                                               91,731         100,210

Securities available for sale, at fair value                                             622           1,246
Equipment held for sale or lease, net                                                     --              94
Property and equipment, net                                                            8,393           8,484
Other assets                                                                           1,233           1,008
Restricted deposits and investments                                                       90              90
Excess of cost over net assets acquired and other intangible assets                   10,290          10,449
                                                                                   ---------       ---------
                   Total assets                                                    $ 112,359       $ 121,581
                                                                                   =========       =========
                     Liabilities and Shareholders' Equity

Current liabilities:
     Secured non-recourse revolving debt                                           $  56,442       $  59,625
     Accounts payable - Rights to receive                                              6,566           7,443
     Accounts payable - trade                                                          7,243          10,317
     Accrued expenses and other                                                        2,172           2,601
     Deferred membership fee income                                                    3,461           3,008
                                                                                   ---------       ---------
                   Total current liabilities                                          75,884          82,994

Other long-term liabilities                                                            4,050           4,581
                                                                                   ---------       ---------
                   Total liabilities                                                  79,934          87,575
                                                                                   ---------       ---------
Guaranteed value of puts                                                               3,200           3,200

Shareholders' equity :
     Preferred stock - Series A, senior convertible redeemable, par value $0.10
        per share (10,000 shares authorized; 4,149 shares issued and
        outstanding as of December 31, 2000 and September 30, 2000)                      415             415
     Common stock, par value $0.02 per share (70,000 shares authorized;
        16,200 shares issued and outstanding as of December 31, 2000 and
        September 30, 2000)                                                              316             316
     Additional paid-in capital                                                       43,129          43,129
     Cumulative other comprehensive income                                               446             833
     Retained deficit                                                                (15,081)        (13,887)
                                                                                   ---------       ---------
                   Total shareholders' equity                                         29,225          30,806
                                                                                   ---------       ---------
                   Total liabilities and shareholders' equity                      $ 112,359       $ 121,581
                                                                                   =========       =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.
* The balance sheet at September 30, 2000 is derived from the registrant's
audited consolidated financial statements.

                                       3
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

          Consolidated Statements of Operations and Comprehensive Loss

                  Three months ended December 31, 2000 and 1999
                                   (unaudited)
                      (in thousands, except loss per share)
<TABLE>
<CAPTION>
                                                                        2000         1999
                                                                      --------     --------
<S>                                                                   <C>          <C>
Operating revenue:
     Sales of Rights to receive:
        Registered card sales                                         $ 39,643     $ 23,372
        Private label sales                                              4,338       22,011
                                                                      --------     --------
             Gross dining sales                                         43,981       45,383

        Cost of sales                                                   24,415       27,199
        Member discounts                                                 9,731        9,618
                                                                      --------     --------
     Net revenue from Rights to receive                                  9,835        8,566

     Membership and renewal fee income                                   1,727        2,257
     Franchise fee income                                                   --          228
     Commission income                                                      10           34
     Processing income                                                     178          261
                                                                      --------     --------
             Total operating revenues                                   11,750       11,346
                                                                      --------     --------
Operating expenses:
     Selling, general and administrative                                 5,680        4,281
     Salaries and benefits                                               3,473        2,869
     Member and merchant marketing expenses                                976        1,544
     Printing and postage                                                1,172        1,306
                                                                      --------     --------
            Total operating expenses                                    11,301       10,000
                                                                      --------     --------
                   Operating income                                        449        1,346

Other income (expense):
     Interest and other income                                             248          126
     Interest expense and financing cost                                (1,590)      (1,590)
                                                                      --------     --------
                   Loss before income taxes and extraordinary item        (893)        (118)

Income tax provision/benefit                                                --           --
                                                                      --------     --------
                   Loss before extraordinary item                     $   (893)    $   (118)

                                                                                (Continued)
</TABLE>

                                       4
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

     Consolidated Statements of Operations and Comprehensive Loss, Continued

<TABLE>
<CAPTION>
                                                                        2000         1999
                                                                      --------     --------
<S>                                                                   <C>          <C>
                   Loss before extraordinary item                     $   (893)    $   (118)

Extraordinary item, net of tax                                              --       (1,623)
                                                                      --------     --------
                   Net loss                                           $   (893)    $ (1,741)
                                                                      ========     ========
Other comprehensive income:
       Unrealized holding gain (loss) on securities available-
                 for-sale held at end of period                           (624)         927
       Beginning unrealized gain for all securities sold                    --          (21)
       Tax effect of unrealized gain                                       237         (357)
                                                                      --------     --------
                   Comprehensive loss                                 $ (1,280)    $ (1,192)
                                                                      ========     ========
Net loss per share of common stock:
    Basic and diluted:
      Loss before extraordinary item                                  $  (0.07)    $  (0.02)
      Extraordinary loss                                                    --        (0.12)
                                                                      --------     --------
      Net loss                                                        $  (0.07)    $  (0.14)
                                                                      ========     ========
Weighted average number of common and common equivalent
      shares outstanding:
    Basic and diluted                                                   16,177       13,398
                                                                      ========     ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Three months ended December 31, 2000 and 1999
                                   (unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                         2000        1999
                                                                        -------     -------
<S>                                                                     <C>          <C>
Cash flows from operating activities:
     Net loss                                                           $  (893)     (1,741)
     Adjustments to reconcile net loss to net cash provided by
        (used in) operating activities:
           Depreciation and amortization                                  1,171         953
           Amortization of deferred financing cost                          333       1,813
           Provision for merchant losses                                  1,943       1,822

           Changes in assets and liabilities:
               Accounts receivable                                         (143)     (4,035)
               Rights-to-receive                                         (1,861)       (238)
               Prepaid expenses and other current assets                    278         350
               Other assets                                                (552)        (91)
               Accounts payable                                             543        (954)
               Income taxes                                                 (17)          2
               Accrued expenses and other                                  (471)     (2,300)
               Deferred membership fee income                               453         214
                                                                        -------     -------
                     Net cash provided by (used in) operating
                          activities                                        784      (4,205)
                                                                        -------     -------
Cash flows from investing activities:
     Joint venture buyout                                                (3,800)         --
     Acquisition of  San Antonio/Austin franchise                            --        (950)
     Additions to property and equipment                                   (833)       (671)
     Decrease in restricted deposits and investments                        (15)      1,016
                                                                        -------     -------
                     Net cash used in investing activities               (4,648)       (605)
                                                                        -------     -------
Cash flows from financing activities:
     Preferred dividends                                                   (301)       (176)
     Net proceeds from (repayment of) revolving securitization           (3,183)     63,930
     Net proceeds from rights offering                                       --       9,700
     Repayment of secured non-recourse notes                                 --     (33,000)
     Repayment of short term loan - bank                                     --     (29,000)
     Repayment of term loan affiliate                                        --     (10,000)
     Decrease in restricted cash                                             --       3,726
                                                                        -------     -------
                     Net cash (used in) provided by financing
                          activities                                     (3,484)      5,180
                                                                        -------     -------

                                                                                (Continued)
</TABLE>

                                       6
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
                                                                          2000        1999
                                                                        --------    --------
<S>                                                                     <C>         <C>
                     Net (decrease) increase in cash and cash
                          equivalents                                   $ (7,348)   $    370

Cash and cash equivalents:
     Beginning of year                                                    19,818       8,943
                                                                        --------    --------
     End of year                                                        $ 12,470    $  9,313
                                                                        ========    ========
Supplemental disclosures of cash flow information:

     Cash paid (received) during the period for:
        Interest                                                        $  1,110    $  1,264
                                                                        ========    ========
        Income taxes                                                    $     17    $     (2)
                                                                        ========    ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       7
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                  (amounts in thousands except for share data)

(1)      Basis of Presentation

         The balance sheet as of September 30, 2000 was derived from the
         registrant's audited consolidated financial statements.

         The information presented in the unaudited consolidated financial
         statements, in the opinion of management, reflects all adjustments
         necessary for a fair statement of the results for all interim periods.
         The results for the three-month period 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, 2000 are presented in the Form 10-K filed
         by Transmedia Network Inc., and its subsidiaries (collectively the
         "Company") which includes audited consolidated financial statements.

         Cost of sales is composed of the cost of Rights to receive sold,
         provision for merchant losses and transaction processing fees.

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

(2)      Joint Venture Buyout

         In connection with the acquisition of Dining A La Card ("DALC") on June
         30, 1999, the Company entered into a Services Collaboration Agreement
         with SignatureCard, Inc. ("SignatureCard"). Under this agreement,
         SignatureCard would continue to provide dining members from its airline
         frequent flyer partner programs and other marketing programs. It would
         also share, for 12.5 years, certain profits the Company derives from
         SignatureCard-generated members as well as a portion of the membership
         fee revenues generated from fee paying members acquired in this
         transaction or subsequently through SignatureCard's efforts. In
         addition, during the two-year period following the closing, the Company
         agreed to share with SignatureCard certain amounts recovered from
         Rights to receive acquired, but not funded, at closing.

         On December 9, 2000, the Company executed a Payment and Termination of
         Exclusivity Agreement (the `Agreement") with GE Financial Assurance
         ("GEFA"), the parent of SignatureCard, to extinguish all obligations
         associated with the DALC acquisition, to eliminate SignatureCard
         exclusivity rights in dealing with the airline frequent flyer member
         files, and to fully resolve and terminate the relationship. In
         consideration for the above, the Company paid GEFA $3,800 in cash and
         agreed to honor GEFA's right to put 400,000 shares held by it as part
         of the acquisition consideration, at a value of $8 per share. This put
         right must be exercised in two equal tranches on January 15 and on
         January 31, 2001. The $3,200 guaranteed value of the put was recorded
         in the prior fiscal year. Transmedia also cancelled 160,000 options of
         the original 400,000 issued as part of the original DALC purchase
         price, leaving SignatureCard with 240,000 options which must be
         exercised by June 30, 2002 at a strike price of $4.00. Additionally,
         the Company has agreed to assume SignatureCard's minimum frequent flyer
         miles purchase obligation with one of the major airlines. If unable to
         renegotiate or defer the

                                       8
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                  (amounts in thousands except for share data)

         minimum purchase requirement by March 31, 2001, the Company estimates
         that it may have to pay for approximately $2,200 of frequent flyer
         miles to be held for future awards.

         As required per the terms of the Agreement, GEFA served the Company
         notice that it would exercise its put right requiring the Company to
         purchase the 400,000 shares at $8.00 per share. On January 17, 2001 and
         February 13, 2001, the Company paid SignatureCard equal payments of
         $1,600 each to satisfy this obligation.

(3)      Securitization of Rights to Receive

         On December 30, 1999, the Company entered into an $80,000 revolving
         securitization of the combined Rights to receive of both the private
         label and the registered card dining programs. The new securitization
         was privately placed through an asset backed commercial paper conduit.
         The proceeds drawn down at closing, approximately $65,000 based on a
         borrowing base formula, were utilized to terminate and payoff $33,000
         in non-recourse notes from a previous securitization and $27,000 then
         outstanding under a bridge loan used in the acquisition of DALC.
         Additionally, the Company was required to pay a termination payment of
         approximately $1,100 to the noteholders and non-recourse partners in
         the prior securitization.

         Borrowing capacity under the facility is recalculated weekly based on a
         formula driven advance rate applied to the current balance of Rights to
         receive that are eligible to be securitized. The advance rate is
         determined based on recent sales trends and months on hand of Rights to
         receive. Capacity at December 31, 2000 was $58,450 and the outstanding
         borrowings at that date were $56,442. The facility provides various
         restrictive covenants regarding collateral eligibility, concentration
         limitations and also requires the Company to maintain a net worth of at
         least $24,000. At December 31, 2000, the Company is in compliance with
         all such covenants.

         The interest rate applicable to the facility is the rate equivalent to
         the rate (or if more than one rate, the weighted average of the rates)
         at which commercial paper ("CP") having a term equal to the related CP
         tranche period that may be sold by any placement agent or commercial
         paper dealer selected by the conduit on the first day of such CP
         tranche period, plus the amount of any placement agent or commercial
         paper dealer fees and commissions incurred or to be incurred in
         connection with such sale. At December 31, 2000, the effective interest
         rate for the new facility was 10.7% per annum.

         The conduit requires that a liquidity facility be provided by an A1/P1
         rated financial institution in the amount equal to 102% of the
         securitization amount. This liquidity facility must be renewed
         annually. The securitization is held by the Company's primary bank, the
         Chase Manhattan Bank, which also provided the liquidity facility in the
         initial year. Chase has indicated a desire to syndicate all or a
         portion of the liquidity facility, or alternatively, bring in a
         co-purchaser conduit for a portion of the securitization. On December
         27, 2000, the credit agreements were amended to provide an extension of
         the initial term for 90 days to March 28, 2001 to complete the
         syndication and reduce the amount of the securitization to $60,000. An
         extension fee of $600 was also paid on December 26, 2000. In the event
         that syndication is not completed by that date, another extension may
         be granted, an alternative asset backed financing vehicle may be
         established or the outstanding borrowings under the securitization may
         be converted to a term loan.

                                       9
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                  (amounts in thousands except for share data)

(4)      Internet Dining Venture

         The Company launched its new on-line revenue management product for
         restaurants and members in April 2000. The on-line product will allow
         restaurateurs to create special variable incentives and promotions
         through the iDine website on specific days of the week and/or times of
         the day in order to drive incremental traffic when the restaurants need
         it most. Consumers will have their choice of savings rewards in cash,
         frequent flyer miles or points which may be converted into either
         complimentary dining or frequent flyer miles. The website also allows
         for on-line reservations, national restaurant listings and access to
         reviews and maps. The on-line initiative is intended to broaden the
         amount and type of savings and rewards offered to consumers as well as
         to expand the participating restaurant base by providing restaurant
         operators with a full suite of yield management products.

         Development of the revenue management is being financed by corporate
         capital and through a $10,000 private placement. The Company issued
         2,191,703 shares of its common stock at $4.5625 per share and warrants
         to purchase an additional 4,383,566 shares of its common stock, half of
         which have a per share exercise price of $5.93 and the other half of
         $7.30. The warrants will expire on April 28, 2005. Funds obtained from
         the private placement have been earmarked by the Board for development
         of the e-commerce venture. At December 31, 2000 cash remaining from the
         private placement was $5,666.

         Operating results for the three months ended December 31, 2000 were
         materially impacted by the new on-line product that is presently in the
         start-up and development phases. Included in operating expenses is $19
         in printing and postage, $44 in member and merchant marketing, $352 in
         salaries and benefits and $874 in selling, general and administrative
         expenses associated with the e-commerce initiative. Additionally, $341
         of website hardware and software applications has been capitalized for
         the three months ended December 31, 2000.

                                       10
<PAGE>
                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                  (amounts in thousands except for share data)

(5)      Basic and Diluted Net Loss per Share

         Basic and diluted net loss per share was computed by dividing net loss
         applicable to common stockholders by the weighted-average number of
         shares of common stock outstanding for each period presented.
         Potentially dilutive securities were not considered for each of the
         three-month periods ended September 30, 2000 and 1999 since their
         effect would be antidilutive.

                                               For the three-months ended
                                               12/31/00         12/31/99
                                               --------         --------
         Net loss                              $   (893)        $ (1,741)

         Series A Preferred Stock dividends        (301)            (176)
                                               --------         --------
         Net loss applicable to common
         stockholders (Basic and Diluted)      $ (1,194)        $ (1,917)
                                               ========         ========

         The diluted share base for the three months ended December 31, 2000 and
         1999 excludes 100,242 and 3,067 incremental shares related to warrants
         issued to Equity Group Investments, Inc., respectively, 80,292 and
         48,775 related to employee stock options, respectively, and 4,149,378
         of convertible preferred shares issued in the rights offering on
         November 9, 1999. These shares are excluded due to their anti-dilutive
         effect as a result of the Company's loss before extraordinary item in
         the first quarter of fiscal 2001 and 2000.

                                       11
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
                  (amounts in thousands except for share data)

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

         We have made, and continue to make, various forward-looking statements
         with respect to our financial position, business strategy, projected
         costs, projected savings and plans and objectives of management. Such
         forward-looking statements are identified by the use of forward-looking
         words or phrases such as "anticipates," "intends," "expects," "plans,"
         "believes," "estimates," or words or phrases of similar import.
         Although we believe that our expectations are based on reasonable
         assumptions within the bounds of our knowledge, investors and
         prospective investors are cautioned that such statements are only
         projections and that actual events or results may differ materially
         from those expressed in any such forwarding looking statements. Our
         actual consolidated quarterly or annual operating results have been
         affected in the past, or could be affected in the future, by factors,
         including, without limitation, general economic, business and market
         conditions; relationships with credit card issuers and other marketing
         partners; regulations affecting the use of credit card files; extreme
         weather conditions; participating restaurants' continued acceptance of
         discount dining programs and the availability of other alternative
         sources of capital to them.

(a)      Results of operations - Comparison of three months ended December 31,
         2000 and 1999

         Sales of Rights to receive for the three-month period ended December
         31, 2000 decreased $1,402 or 3.1% to $43,981 compared to $45,383 for
         the three-month period ended December 31, 1999. This decrease is mainly
         attributable to a change in the composition of the Rights to receive
         portfolios compared to the prior year. The traditional Transmedia cash
         advance of 2:1 (i.e. $2 of food and beverage credits for each dollar
         advanced) with an 80% cash recovery on each qualified dining ticket has
         now been almost universally applied throughout the entire portfolio.
         This contrasts to the previous Dining a la Card proposition to
         merchants of 1.6:1 with a 100% cash recovery, which was pervasive in
         that segment of the rights to receive portfolio a year ago. While the
         DALC restaurant proposition yielded a higher amount of sales recognized
         (the Company's revenue recognition policy is to record sales only to
         the extent that cash is to be realized), it also results in a higher
         cost of sales and corresponding lower dining margins. The Company had
         decided shortly after the acquisition to convert the acquired portion
         of the Rights to receive portfolio to the traditional 2:1, 80% formula.
         In addition to the margin improvement, the restaurants were more
         receptive to retaining 20% of the qualified dines to assist in paying
         sales taxes, tips and other liquidity needs. Accordingly, while the
         sales recognized in the first quarter of this year were slightly lower
         than the prior year's comparable quarter, the actual qualified dining
         spend by members was significantly higher than a year ago.

         Cost of sales decreased from 59.9% of gross dining sales for the
         three-month period ended December 31, 1999 to 55.5% for the three-month
         period ended December 31, 2000. The provision for merchant losses
         included in cost of sales, was $1,943 or 4.4% of gross sales for the
         three-month period ended December 31, 2000, compared to $1,822 or 4.0%
         in the prior year's comparable period. Processing fees based on private
         label dining transactions processed for the three-month period ended
         December 31, 2000, decreased as a percentage of gross dining sales to
         1.2% compared to 2.5% for the three-month period ended December 31,
         1999, mainly as a result of the decreased dollar value and number of
         private label transactions which have a higher cost per transaction
         than the registered card transactions.

         Member rebates as a percentage of gross dining sales were 22.1% for the
         three-month period ended December 31, 2000 compared to 21.2% in the
         prior year's period. This increase in member discounts is directly
         related to the previously referenced conversion of the merchant
         portfolio to the 1:2 advance ratio and the corresponding lower sales
         recognized ($100 dining ticket times 80% realized in cash results in
         $80 in recognized sales; the 20% rebate or $20 represents 25% of

                                       12
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
                  (amounts in thousands except for share data)

         the sales recorded). This effective rate is reduced (i) by the airline
         sales that have a lower effective rate due to airline miles being used
         as the currency, and (ii) multi-units, or chains, restaurants which
         offer members a lower discount rate than the typical 20% of the dining
         ticket. The Company purchases airline mileage from the airlines on an
         as needed basis at a contractual rate that allows the Company to
         effectively reduce the cost of the member rebate in the airline program
         to less than that of the standard 20% cash rebates.

         Membership and renewal fee income for the three-month period ending
         December 31, 2000 was $1,727 versus $2,257 for the comparable prior
         year's period, of which $36 and $808 represented initial fee income,
         respectively. The Company will continue to emphasize the enrollment of
         members in the airlines mileage programs which do not require a fee as
         well as continue the corporate card program. Cardholder fees billed to
         members are cancelable and refunded to cardmembers, if requested, on a
         prorata basis based on the remaining portion of the membership.

         Selling, general and administrative expenses for the three-month period
         ended December 31, 2000 increased by $1,399 or 32.7% compared with the
         prior year's periods. There are two main factors contributing to the
         increase during the most recent three months when compared to the same
         period last year. First, expenses recognized during the three-month
         period ending December 31, 2000 associated with our e-commerce
         initiative, amounted to $874, and principally related to business
         development and support costs. Second, the other significant component
         increase (exclusive of iDine.com) related to sales commissions which
         increased $536 from $772 for the three-month period ended December 1999
         to $1,308 for the same period in the current year. This increase was
         associated with special restaurant sales incentive commissions.

         Salaries and benefits increased $604 to $3,473 for the three-month
         period ended December 31, 2000 compared to $2,869 for the same period
         in the prior year. Of this increase in salaries and benefits, $352
         related to the employees hired to support the e-commerce initiative.
         Also, employee count excluding those employees referenced above
         increased from 187 employees at December 31, 1999 to 222 employees at
         December 31, 2000 with increases mainly in customer service, sales,
         accounting, marketing and the establishment of an in-house legal
         department.

         In the three-month period ended December 31, 2000, member and merchant
         marketing expenses decreased $568 to $976 from $1,544 in the prior
         year's comparable period. Included in member and merchant marketing
         expenses was the amortization of previously capitalized advertising
         costs amounting to $55 in the fiscal 2001 period versus $785 in the
         comparable fiscal 2000 period. This reflects the Company's decision in
         the latter part of fiscal 1999 to plan for the conversion of the
         private label program and its merchants and members to the registered
         card platform. The Company's strategy is to reduce the direct marketing
         expenditures associated with the solicitation of new members and
         migrate to a policy of focusing on key partner affinity programs, a
         corporate card travel and entertainment program and other distribution
         channels which entail the enrollment and registration of large groups
         of consumers at a greatly reduced acquisition cost per member.

         Printing and postage decreased $134 to $1,172 for the three-month
         period ended December 31, 2000 compared to $1,306 for the three-months
         ended December 31, 1999 mainly reflecting cost reductions associated
         with the printing of restaurant directories. During the third quarter
         of last fiscal year, the Company completed the rationalization of the
         directory publication process and merged both the private label and
         registered card directories using a centralized publishing

                                       13
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
                  (amounts in thousands except for share data)

         house and capitalized on efficiencies in the production process. This
         resulted in a lower overall unit cost for the published restaurant
         directories. Printing expenses related to the directories decreased
         $138 to $637 for the three-month period ended December 31, 2000,
         compared to $775 for the prior year's comparable period.

         Loss before income tax and extraordinary item was $893 for the
         three-month period ended December 31, 2000, compared with a loss before
         income taxes of $118 in the 1999 comparable period. A valuation
         allowance for the full amount of the first quarter fiscal 2000 and 1999
         tax benefit was recorded.

         On December 30, 1999, the Company entered into an $80,000 revolving
         securitization of the combined Rights to receive of both the private
         label and the registered card dining programs. The securitization was
         privately placed through an asset backed commercial paper conduit. The
         proceeds drawn down at closing, approximately $65,000 based on a
         borrowing base formula, were utilized to terminate and payoff $33,000
         in non-recourse notes from a previous securitization and $27,000 then
         outstanding under a bridge loan used in the acquisition of DALC.
         Additionally, the Company was required to pay a termination payment of
         approximately $1,100 to the noteholders and non-recourse partners in
         the prior securitization. The early extinguishment of the 7.4% notes
         resulted in an extraordinary charge of $1,623 or 12 cents per share.

         Net loss for the three months period ended December 31, 2000 was $893
         or 7 cents per share compared with a net loss of $1,741 or 14 cents per
         share in the prior year's comparable period.

(b)      Liquidity and Capital Resources

         The Company's cash and cash equivalents amounted to $12,470 at December
         31, 2000. The Company believes that cash on hand, together with cash
         generated from operations, and cash available under the securitization
         facility, will be sufficient to fund the Company's normal cash
         requirements for the 2001 fiscal year. Furthermore, the Company
         believes that the Rights to receive inventory levels in the existing
         markets, currently averaging over ten months on hand on an aggregated
         basis, are sufficient to absorb new member demand, with normal
         replenishment, over the remainder of the year.

         Borrowing capacity under the facility is recalculated weekly based on a
         formula driven advance rate applied to the current balance of Rights to
         receive that are eligible to be securitized. The advance rate is
         determined based on recent sales trends and months on hand of Rights to
         receive. Capacity at December 31, 2000 was $58,450 and the outstanding
         borrowings at that date were $56,442. The facility provides various
         restrictive covenants regarding collateral eligibility, concentration
         limitations and also requires the Company to maintain net worth of at
         least $24,000.

         The interest rate applicable to the new facility is the rate equivalent
         to the rate (or if more than one rate, the weighted average of the
         rates) at which commercial paper ("CP") having a term equal to the
         related CP tranche period that may be sold by any placement agent or
         commercial paper dealer selected by the conduit on the first day of
         such CP tranche period, plus the amount of any placement agent or
         commercial paper dealer fees and commissions incurred or to be incurred
         in connection with such sale. At December 31, 2000, the effective
         interest rate for the new facility was 10.7% per annum.

                                       14
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
                  (amounts in thousands except for share data)

         The conduit requires that a liquidity facility be provided by an A1/P1
         rated financial institution in the amount equal to 102% of the
         securitization amount. This liquidity facility must be renewed
         annually. The Company's primary bank, the Chase Manhattan Bank,
         provided the liquidity facility in the initial year and have indicated
         a desire to syndicate all or a portion of the liquidity facility, or
         alternatively, bring in a co-purchaser conduit for a percentage of the
         securitization. On December 27, 2000, the credit agreements were
         amended to provide an extension of the initial term for 90 days to
         March 28, 2001 to complete the syndication and also reduced the amount
         of the securitization to $60,000. An extension fee of $600 was also
         paid on December 26, 2000. In the event that syndication is not
         completed by that date, another extension may be granted, an
         alternative asset backed financing vehicle may be established or the
         outstanding borrowings under the securitization may be converted to a
         term loan.

         On December 9, 2000, the Company executed a Payment and Termination of
         Exclusivity Agreement (the `Agreement") with GE Financial Assurance
         ("GEFA"), the parent of SignatureCard, to extinguish all obligations
         associated with the DALC acquisition, to eliminate SignatureCard
         exclusivity rights in dealing with the airline frequent flyer member
         files and to fully resolve and terminate the relationship. In
         consideration for the above, the Company paid GEFA $3,800 in cash and
         will honor GEFA's right to put 400,000 shares held by it as part of the
         acquisition consideration, at a value of $8 per share. This put right
         must be exercised in two equal tranches on January 15 and on January
         31, 2001. The $3,200 guaranteed value of the put was recorded in the
         prior fiscal year. Transmedia also cancelled 160,000 options of the
         original 400,000 issued as part of the original DALC purchase price,
         leaving SignatureCard with 240,000 options which must be exercised by
         June 30, 2002 at a strike price of $4.00. Additionally, the Company has
         agreed to assume SignatureCard's minimum frequent flyer miles purchase
         obligation with one of the major airlines. If unable to renegotiate or
         defer the minimum purchase requirement by March 31, 2001, the Company
         estimates that it may have to pay for approximately $2,200 of frequent
         flyer miles to be held for future awards.

         Cash requirements for the second fiscal quarter will include the
         payment of $3,200 to GEFA as payment for the 400,000 shares put right
         at $8.00 per share. This guaranteed value of the put right was fully
         recorded in the prior fiscal year. As required per the terms of the
         Agreement, GEFA served the Company notice that it would exercise its
         put right requiring the Company to purchase the 400,000 shares at $8.00
         per share. On January 17, 2000 and February 13, 2001, the Company made
         equal payments of $1,600 each to satisfy this obligation.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

         We are exposed to various types of market risk, including changes in
         interest rates. Market risk is the potential loss arising from adverse
         changes in the market rates and prices, such as interest rates. Our
         exposure to market risk for changes in interest rates is limited to the
         exposure related to our debt instruments used to finance the purchase
         of Rights to receive which are tied to market rates. On December 30,
         1999, we entered into the $80,000 revolving securitization of the
         combined Rights to receive of both the private label and the registered
         card dining programs. As of December 31, 2000, we had $56,442 million
         outstanding under this securitization. The commercial paper and the
         interest payment are subject to interest rate risk. If market interest
         rates were to increase immediately and uniformly by 100 basis points at
         December 31, 2000, the interest payments would increase by
         approximately $564. We do not presently plan to use derivative
         financial instruments in our investment portfolio. We plan to ensure
         the safety and preservation of our invested principal funds by limiting
         default risks,

                                       15
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
                  (amounts in thousands except for share data)

         market risk and reinvestment risk. We plan to invest in high-credit
         quality securities. Our total investments at December 31, 2000 and 1999
         were $622 and $1,517, respectively, and consisted of equity securities.
         Cash equivalents consist of short-term investments with reputable
         financial institutions with duration of no more than 60 days.

                           PART II - OTHER INFORMATION

Items 1, 2, 3, 4, and 5

Items 1, 2, 3, 4, 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 6

         Exhibits and reports on Form 8K

         (a)      Exhibits

                  None

         (b)      Reports on Form 8K

                  A Current Report on Form 8K dated January 8, 2001 was filed
                  with the Securities and Exchange Commission regarding the
                  Company's December 29, 2000 Termination of Exclusivity
                  Agreement with SignatureCard, Inc.

                                   SIGNATURES

         Pursuant to the requirements of the Securities and 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)


February 14, 2001                              /s/ STEPHEN E. LERCH
                                               --------------------------------
                                               Stephen E. Lerch
                                               Executive Vice President
                                               and Chief Financial Officer

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