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 DECEMBER 31, 1995

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 January 31, 1996: 10,119,333.

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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
               December 31, 1995 (unaudited)
               and September 30, 1995 (audited)

               Consolidated Statements of Income--              5
               Three months ended December 31,
               1995 and 1994 (unaudited)

               Consolidated Statements of Cash Flows--        6, 7
               Three months ended December 31, 1995
               and 1994 (unaudited)

               Notes to Unaudited Consolidated                8, 9
               Financial Statements

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

PART II.       OTHER INFORMATION                               11
--------       -----------------

SIGNATURE                                                      11



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Part I-Item 1
Financial Information

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


                                         DECEMBER 31,  * SEPTEMBER 30,
                                           1995             1995
                                        (UNAUDITED)
                                        ------------    -------------
ASSETS

Current assets:

   Cash and cash equivalents             $ 1,496,098    $ 2,270,322
   Accounts receivable, less
     allowance for doubtful accounts:
     December 31, 1995:    $15,000
     September 30, 1995:   $15,000         2,362,933      1,771,821
   Rights to receive                      27,703,112     26,147,400
   Prepaid expenses and other
     current assets                          710,820        708,253
   Unamortized advertising costs             590,421        539,118
   Deferred income taxes                     441,285        441,285
                                          ----------     ----------
   Total current asssets                  33,304,669     31,878,199
                                          ----------     ----------

Securities available for sale,
   at fair value                           1,730,009      1,878,012
                                          ----------     ----------
Property and equipment                     5,313,152      4,565,283
   Less accumulated depreciation           1,360,283      1,093,583
                                          ----------     ----------
                                           3,952,869      3,471,700
                                          ----------     ----------
Other assets                                 138,027        133,430
                                          ----------     ----------


Total assets                             $39,125,574    $37,361,341
                                          ==========     ==========





                                                                    (continued)

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    DECEMBER 31, 1995 AND SEPTEMBER 30, 1995
                                   (continued)

                                        DECEMBER 31,  * SEPTEMBER 30,
                                            1995           1995
                                         (UNAUDITED)

LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities:

   Accounts payable - Rights to receive  $ 3,587,187     $ 4,933,070
   Accounts payable - reimbursable
     tax and tips                            551,749         428,000
   Accounts payable - other                1,476,170       1,663,754
   Income taxes payable                      249,922          22,600
   Accrued expenses                          560,057       1,028,561

                                          ----------      ----------
     Total current liabilities             6,425,085       8,075,985

Line of credit                             4,500,000       2,000,000
Deferred membership fee income             3,145,272       2,866,916
Deferred income taxes                        227,191         227,191
                                          ----------      ----------
   Total liabilities                      14,297,548      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
   December 31, 1995 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                                1,450,009       1,598,011
Retained earnings                         12,658,395      11,877,808
                                          ----------      ----------
   Total stockholders' equity             24,828,026      24,191,249
Total liabilities and stockholders'
   equity                                $39,125,574     $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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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                  THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                                   (Unaudited)


                                            THREE MONTHS ENDED,
                                               DECEMBER 31,
                                            1995             1994
                                            ----             ----
Revenues:
  Net sales                              $15,474,748     $13,313,903
  Membership and renewal fee income        1,478,249         887,660
  Continuing franchise fee and
    royalty income                           549,482         679,400
  Commissions income                         168,292         155,655
                                          ----------      ----------
                                          17,670,771      15,036,618
Cost of sales                             10,353,183       8,931,060
                                          ----------      ----------
       Gross profit                        7,317,588       6,105,558

Selling, general and administrative
    expenses                               5,456,547       4,189,879
Cardmember acquisition expenses              570,726         227,158
                                          ----------      ----------

       Operating income                    1,290,315       1,688,521
                                          ----------      ----------
Other income (expense):
  Interest and other income                   42,960          58,555
  Interest expense and financing costs       (74,288)         (1,875)
  Initial franchise fee and license
    income, net of expenses                     --            95,000
                                          ----------      ----------
                                             (31,328)        151,680
                                          ----------      ----------

Income before income taxes                 1,258,987       1,840,201
Income taxes                                 478,400         717,700
                                          ----------      ----------
       Net income                        $   780,587     $ 1,122,501
                                          ==========      ==========
Income per common and common
  equivalent share:

Primary                                        $ .08           $ .11
                                               =====           =====
Fully diluted                                  $ .08           $ .11
                                               =====           =====
Weighted average number of common and
  common equivalent shares outstanding:

Primary                                   10,343,211      10,011,418
                                          ==========      ==========
Fully diluted                             10,343,211      10,011,418
                                          ==========      ==========


See notes to consolidated financial statements

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                                   (Unaudited)


                                             1995           1994
                                            ------         ------

Cash flows from operating activities:

  Net income                              $  780,587     $1,122,501
                                          ----------     -----------
  Adjustments to reconcile net income
  to net cash used in operating

  activities:

     Depreciation and amortization           269,200        174,385

  Changes in assets and liabilities:

     Accounts receivable                    (591,112)        83,292
     Rights to receive                    (1,555,712)    (1,285,708)
        Prepaid expenses                      (2,567)        80,427
        Unamortized advertising costs        (51,303)       (72,470)
     Other assets                             (7,097)       (50,415)
     Accounts payable - Rights to
        receive                           (1,345,883)      (676,890)
     Accounts payable - reimbursable
        tax and tips                         123,749         (5,964)
     Accounts payable - other               (187,583)      (119,707)
     Income taxes payable                    227,322         74,456
     Accrued expenses                       (267,847)      (136,499)
     Deferred membership income              278,356        200,687
                                          ----------     -----------
          Total adjustments               (3,110,477)    (1,734,406)
                                          ----------     -----------

          Net cash used in operating
             activities                   (2,329,890)      (611,905)
                                          ----------     -----------

  Cash flows from investing activities:

    Additions to property and equipment     (747,869)      (314,039)
                                          ----------     -----------

    Net cash used in investing activities   (747,869)      (314,039)
                                          ----------     -----------




                                                              (Continued)

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                                   (Continued)


                                             1995             1994
                                            ------           ------

Cash flows from financing activities:

     Borrowings on note payable to bank
        under revolving line of credit     2,500,000           --
     Dividends paid                         (200,657)      (190,594)
     Conversion of warrants and
        options for common stock,
        net of tax benefits                    4,192           --
                                          ----------     ----------

     Net cash provided by (used in)
        financing activities               2,303,535       (190,594)
                                          ----------     ----------

     Net decrease in cash and
        cash equivalents                    (774,224)    (1,116,538)

Cash and cash equivalents at beginning
     of period                             2,270,322      2,478,899
                                          ----------     ----------

Cash and cash equivalents at
     end of period                       $ 1,496,098    $ 1,362,361
                                          ==========     ==========



Supplemental disclosure of cash flow 
    information:

    Cash paid during the periods for:

        Interest                         $    57,119    $     --
                                          ==========     ==========
        Income taxes                     $    69,474    $   612,313
                                          ==========     ==========




See notes to consolidated financial statements

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED 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 months ended December 31, 1995 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 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 June 1995, the Company signed a revolving credit agreement with
NationsBank of Florida, N.A. The funds available to the Company under the
agreement amount to $6,000,000.00, increasing to $7,500,000 on May 15, 1996. The
agreement terminates on May 15, 1997 and bears interest at the floating prime
rate and is unsecured. At December 31, 1995, the outstanding balance was
$4,500,000.

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        In January 1996, the revolving credit was amended to increase the funds
available to the Company under the agreement to $20,000,000. The amended
agreement terminates on January 26, 1999.

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 price at the end of the periods.

5.      Reclassification

        Certain prior year amounts have been reclassified to conform with the
1995 presentation.

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

A.      RESTATEMENT

        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 ended December 31, 
        1995 and 1994.

        Net sales for the three-month period ended December 31, 1995 increased
        by $2,160,845 or 16%, compared with 1994. 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

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        increased by $590,587 or 67% in the three-month period ended December
        31, 1995, compared with the prior period because of an increased number
        of new cardmembers as well as renewals.

        Continuing franchise fee income decreased by $129,918 or 19% in the
        three months ended December 31, 1995, versus the prior year's comparable
        period, primarily because one of the franchises from which continuing
        franchise fee income was obtained was reacquired by the Company in July
        1995.

        As a result of the growth in the components of revenue, gross profit
        increased by $1,212,030 to $7,317,588 for the three month period ended
        December 31, 1995.

        Selling, general and administrative expenses for the three months ended
        December 31, 1995 increased by $1,266,668 compared to the prior year and
        represented an increase of 30%. Expenses contributing to the increase in
        the current period included costs associated with operating new areas
        started up or reacquired since the first quarter of last year. These
        areas include Chicago, Detroit, Tampa, Milwaukee and Indianapolis and
        costs directly related to sales such as sales commission and processing
        costs. Additionally, mailing and printing costs also increased.

        IN THE THREE-MONTH PERIOD ENDED DECEMBER 31, 1995, CARDMEMBER
        ACQUISITION EXPENSE WAS $570,726, VERSUS $227,158 IN THE PRIOR YEAR.
        INCLUDED IN CARDMEMBER ACQUISITION EXPENSES WAS THE AMORTIZATION OF
        DEFERRED ADVERTISING COSTS AMOUNTING TO $273,824 IN 1995 AND $156,440 IN
        1994. COSTS CAPITALIZED IN 1995 AND 1994 WERE $325,130 AND $228,910,
        RESPECTIVELY.

        Income before income taxes amounted to $1,258,987 in the three months
        ended December 31, 1995, compared with $1,840,201 in the 1994 comparable
        period.

        Net income for the three months ended December 31, 1995 was $780,587 or
        $.08 per share, compared with $1,122,501 or $.11 per share in the
        comparable period of the prior year.

        C.     Liquidity and Capital Resources

        The Company's working capital at December 31, 1995 was $26,879,584,
        compared with $23,802,214 at September 30, 1995. The increase of
        $3,077,370 was due primarily to the Company's profit during the period
        and borrowings under the Company's line of credit which were used to
        acquire Rights to Receive. Cash in the amount of $747,869 was used to
        continue to upgrade the Company's computer hardware and software. Cash
        and cash equivalents amounted to $1,496,098 at December 31, 1995. The
        Company has available at February 5, 1996, $14,000,000 under

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        a revolving line of credit. The Company believes that cash generated
        from operations, cash on hand, and cash available under its line of
        credit will satisfy its cash requirements.


                           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

                      No reports on Form 8K were filed during the Quarter Ending
                      December 31, 1995.



                               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)

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

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