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 March 31, 2001

                                       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 May 14, 2001, there were 15,776,895 shares of the Registrant's $.02 par
value common stock outstanding.

<PAGE>

                                    I N D E X

                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES


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


Item 1.           Financial Statements:

                  Consolidated Balance Sheets --                         3
                  March 31, 2001 (unaudited)
                  and September 30, 2000

                  Consolidated Statements of Income                      4-5
                  And Comprehensive Income
                  Three and six months ended March 31,
                  2001 and 2000 (unaudited)

                  Consolidated Statements of Cash Flows--                6-7
                  Six months ended March 31,
                  2001 and 2000 (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                                      16-17

PART II. OTHER INFORMATION                                               17-19
--------------------------
SIGNATURE                                                                19

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                      March 31, 2001 and September 30, 2000
                      (in thousands except per share data)

<TABLE>
<CAPTION>
                                    Assets
                                   ------                                         March 31,  *September 30,
                                                                                     2001         2000
                                                                                 (unaudited)
<S>                                                                               <C>          <C>
Current assets:
     Cash and cash equivalents                                                    $  14,547    $  19,818
     Accounts receivable, net                                                         6,326        9,135
     Rights to receive, net                                                          67,856       68,374
     Prepaid expenses and other current assets                                        2,936        2,883
                                                                                  ---------    ---------
                   Total current assets                                              91,665      100,210

Property and equipment, net                                                           9,014        8,484
Other assets                                                                          1,401        2,438
Excess of cost over net assets acquired and other intangible assets                  10,132       10,449
                                                                                  ---------    ---------

                   Total assets                                                   $ 112,212    $ 121,581
                                                                                  =========    =========
                     Liabilities and Shareholders' Equity
                     ------------------------------------
Current liabilities:
     Secured non-recourse revolving debt                                          $  56,442    $  59,625
     Accounts payable - Rights to receive                                             9,386        7,443
     Accounts payable - trade                                                         7,546       10,317
     Accrued expenses and other                                                       2,259        2,601
     Deferred membership fee income                                                   3,250        3,008
                                                                                  ---------    ---------
                   Total current liabilities                                         78,883       82,994

Other long-term liabilities                                                           4,002        4,581
                                                                                  ---------    ---------
                   Total liabilities                                                 82,885       87,575
                                                                                  ---------    ---------

Guaranteed value of puts                                                                 --        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 March 31, 2001 and September 30, 2000)             415          415
     Common stock, par value $0.02 per share (70,000 shares authorized;
        15,777 shares issued and outstanding as of March 31, 2001 and 16,200
        shares issued and outstanding September 30, 2000)                               316          316
     Additional paid-in capital                                                      43,129       43,129
     Cumulative other comprehensive income                                              393          833
     Retained deficit                                                               (14,926)     (13,887)
                                                                                  ---------    ---------
                   Total shareholders' equity                                        29,327       30,806
                                                                                  ---------    ---------

                   Total liabilities and shareholders' equity                     $ 112,212    $ 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 Income and Comprehensive Income

            Three months and six months ended March 31, 2001 and 2000
                                   (unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                  Three Months Ended                 Six Months Ended
                                                                  ------------------                 ----------------
                                                                        March 31,                        March 31,
                                                                        ---------                        ---------
                                                                 2001            2000             2001             2000
                                                                 ----            ----             ----             ----
<S>                                                             <C>             <C>              <C>             <C>
Operating revenue:
     Sales of Rights to receive:
        Private label                                           1,911           21,968           6,249           43,979
        Registered card                                        47,126           23,215          86,769           46,587
                                                               ------           ------          ------           ------

             Gross dining sales                                49,037           45,183          93,018           90,566

        Cost of sales                                          27,028           26,332          51,443           53,531
        Member discounts                                       10,496            9,685          20,227           19,303
                                                               ------           ------          ------           ------

     Net revenue from Rights to receive                        11,513            9,166          21,348           17,732

     Membership and renewal fee income                          1,865            2,117           3,592            4,374
     Franchise fee income                                          --              202              --              430
     Commission income                                             10               15              20               49
     Processing income                                            278              278             456              539
                                                               ------           ------          ------           ------

           Total operating revenues                            13,666           11,778          25,416           23,124
                                                               ------           ------          ------           ------

Operating expenses:
     Selling, general and administrative                        4,043            3,364           8,372            6,873
     Salaries and benefits                                      4,709            3,024           8,181            5,893
     Sales commission and expense                               1,344            1,123           2,696            1,895
     Printing and postage                                       1,126              785           2,298            2,091
     Member and merchant marketing                                658            1,631           1,634            3,175
                                                               ------           ------          ------           ------

            Total operating expenses                           11,880            9,927          23,181           19,927
                                                               ------           ------          ------           ------

                   Operating income                             1,786            1,851           2,235            3,197

Other income (expense):
     Realized gain on sale of securities available
        for sale                                                   --               40              --               40
     Interest and other income                                    187               89             434              215
     Interest expense and financing cost                       (1,516)          (1,543)         (3,106)          (3,133)
                                                               ------           ------          ------           ------

           Income (loss) before income taxes and
               extraordinary item                                 457              437            (437)             319

Income tax (benefit)                                               --               --              --               --
                                                               ------           ------          ------           ------

           Income (loss) before extraordinary item
                                                                  457              437            (437)             319
                                                               ------           ------          ------           ------

                                                                                                           (Continued)
</TABLE>

                                       4

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

      Consolidated Statements of Income and Comprehensive Income, Continued

<TABLE>
<CAPTION>
                                                                   Three Months Ended                 Six Months Ended
                                                                   ------------------                 ----------------
                                                                         March 31,                        March 31,
                                                                         ---------                        ---------
                                                                   2001             2000           2001             2000
                                                                   ----             ----           ----             ----
<S>                                                                 <C>              <C>           <C>              <C>

           Income (loss) before extraordinary item
                                                                    457              437           (437)            319

Extraordinary item, net of tax                                       --               --             --          (1,623)
                                                                 ------             ----           ----          ------

                   Net income (loss)                                457              437           (437)         (1,304)
                                                                 ------             ----           ----          ------

Other comprehensive income, net of tax:
     Unrealized holding gain on securities
       available-for-sale held at end of period                     (85)             729           (709)          1,656
     Beginning unrealized gain for securities sold
                                                                     --               --             --             (21)
     Tax effect of unrealized gain                                   32             (264)           269            (621)
                                                                 ------             ----           ----          ------

                   Comprehensive income (loss)                   $  404              902           (877)           (290)
                                                                 ======             ====           =====         ======

Net income (loss) per share of common stock:
     Basic and diluted:
        Income (loss) before extraordinary item                    0.01             0.01          (0.06)          (0.01)
                                                                 ======             ====          =====          ======
        Extraordinary loss                                         0.00             0.00           0.00           (0.12)
                                                                 ======             ====          =====          ======
        Net income (loss)                                        $ 0.01             0.01          (0.06)          (0.13)
                                                                 ======             ====          =====          ======

Weighted average number of common and
    common equivalent shares outstanding:
    Basic and diluted                                            16,177           13,633           16,177          13,514
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       5

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                    Six months ended March 31, 2001 and 2000
                                   (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                    2001       2000
                                                                    ----       ----
<S>                                                               <C>         <C>
Cash flows from operating activities:
     Net loss                                                     $  (437)    (1,304)
     Adjustments to reconcile net loss to net cash provided by
        operating activities:
           Depreciation and amortization                            2,287      1,914
           Amortization of deferred financing cost                    824        933
           Provision for merchant losses                            4,125      3,301
           Gain on sale of securities available for sale               --        (40)

           Changes in assets and liabilities:
               Accounts receivable                                    250     (1,063)
               Rights to receive                                      840      1,316
               Prepaid expenses and other current assets              (36)       696
               Other assets                                          (584)       968
               Accounts payable                                       830       (191)
               Income taxes                                           (17)         3
               Accrued expenses and other                            (367)    (2,738)
               Deferred membership fee income                         242       (330)
                                                                  -------    -------

                     Net cash provided by operating activities      7,957      3,465
                                                                  -------    -------

Cash flows from investing activities:
     Joint venture buyout                                          (3,800)        --
     Acquisition of franchises                                         --     (2,650)
     Additions to property and equipment                           (2,412)    (1,192)
     Proceeds from sale of securities available for sale               --         40
     (Increase) decrease in restricted deposits and investments       (31)       963
                                                                  -------    -------

                     Net cash used in investing activities         (6,243)    (2,839)
                                                                  -------    -------

Cash flows from financing activities:
     Preferred dividends                                             (602)      (477)
     Net proceeds from (repayment of) revolving securitization     (3,183)    61,052
     Payment of put options on common stock                        (3,200)        --
     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                                       --      3,725
                                                                  -------    -------

                     Net cash (used in) provided by financing
                          activities                               (6,985)     2,000
                                                                  -------    -------

                                                                         (Continued)
</TABLE>
                                       6

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

<TABLE>
<CAPTION>
                                                                   2001       2000
                                                                   ----       ----

<S>                                                             <C>         <C>
                     Net (decrease) increase in cash and cash
                          equivalents                           $ (5,271)   $  2,626

Cash and cash equivalents:
     Beginning of year                                            19,818       8,943
                                                                --------    --------

     End of year                                                $ 14,547    $ 11,569
                                                                ========    ========

Supplemental disclosures of cash flow information:

     Cash paid (received) during the period for:

        Interest                                                $  2,020    $  2,200
                                                                ========    ========

        Income taxes                                            $     17    $     (1)
                                                                ========    ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                        7

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements
                             (Dollars in thousands)

 (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 and six-month periods 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.

         Income taxes are accounted for using the asset and liability method. A
         valuation allowance has been established to reduce deferred tax assets
         to the amounts expected to be realized.

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

 (2)     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 Dining A La
         Card ("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 March 31, 2001 was $57,058 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 March 31, 2001, the Company is in compliance with all
         covenants of the facility.

         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

                                       8

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements
                             (Dollars in thousands)

         connection with such sale. At March 31, 2001, the effective interest
         rate for the facility was 10.5% 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,
         J.P. Morgan Chase f/k/a the Chase Manhattan Bank ("Chase"), which also
         provided the liquidity facility in the initial year. Chase 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.

         On March 19, 2001 the Company signed a commitment letter with BMO
         Nesbitt Burns Corp ("BMO Nesbitt") for it to act as a 50 percent
         co-purchaser on the $80,000 facility with Chase. The credit agreements
         were extended by Chase to the earlier of the closing of the co-purchase
         arrangement or June 28, 2001 and no new fees were charged for this
         extension. The Company expects to close the amended financing agreement
         on or about May 17, 2001 and estimates the related fees to be
         approximately $600. Concurrently, the credit agreement will be renewed
         for a new 364-days renewable term and the overall facility will revert
         to the original amount of $80,000.

(3)      Joint Venture Buyout

         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 joint marketing and
         revenue sharing relationship. In consideration for the above, the
         Company paid GEFA $3,800 in cash and honored 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 was exercised and the Company
         paid GEFA two equal installments on January 17 and on February 13,
         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.

 (5)     Income (loss) per Common and Common Equivalent 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 and six-month periods ended March 31, 2001 and 2000 since their
         effect would be antidilutive.

                                       9

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                        For the three         For the six
                                                        months ended          months ended

                                                    03/31/01   03/31/00   03/31/01   03/31/00
                                                    --------   --------   --------   --------
         <S>                                        <C>        <C>        <C>        <C>
         Net income                                 $   457    $   437    $  (437)   $(1,304)

         Series A Preferred Stock dividends            (301)      (301)      (602)      (477)
                                                    -------    -------    -------    -------
                 Net income applicable to common
                 stockholders (Basic and Diluted)   $   156    $   136    $(1,039)   $(1,781)
                                                    =======    =======    =======    =======
</TABLE>

         The diluted share base for the three months ended March 31, 2001 and
         2000 excludes 98,408 and 280,122 incremental shares related to warrants
         issued to Equity Group Investments, Inc., respectively, 129,163 and
         406,100 related to employee stock options, respectively, and 4,149,378
         of convertible preferred shares issued in the rights offering on
         November 9, 1999.

         The diluted share base for the six months ended March 31, 2001 and 2000
         excludes 99,362 and 275,477 incremental shares related to warrants
         issued to Equity Group Investments, Inc., respectively, 123,615 and
         208,738 related to employee stock options, respectively, and 4,149,378
         of convertible preferred shares issued in the rights offering on
         November 9, 1999.

(6)      Recently Issued Accounting Pronouncements

         In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
         Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires
         companies to recognize all derivative contracts as either assets or
         liabilities on the balance sheet and to measure them at fair market
         value. If certain conditions are met, a derivative may specifically be
         designated as a hedge, the objective of which is to match the timing of
         gain or loss recognition of: (i) the changes in the fair value of the
         hedged asset or liability that are attributable to the hedged risk; or
         (ii) the earnings effect of the hedged transaction. For a derivative
         not designated as a hedging instrument, the gain or loss is recognized
         as income in the period of change. SFAS 133, as amended by SFAS 137 and
         SFAS 138, is effective for all fiscal year quarters of fiscal years
         beginning after June 15, 2000. The Company does not expect SFAS 133 to
         have a material effect on its consolidated financial position or
         results of operations.

(7)      Subsequent Events

         On August 5, 1999, the New York Stock Exchange ("NYSE") notified the
         Company of the pending adoption of amendments to its continued listing
         criteria and of the Company's noncompliance with the new standards
         which requires that both market capitalization and stockholders' equity
         be at least $50,000. In accordance with the requirements of the
         notification, the Company submitted to the NYSE its 18-month plan to
         come into compliance with the new criteria. On September 16, 1999, the
         NYSE advised the Company that its plan had been accepted and that its
         shares would continue to be listed on the Exchange.

         On April 5, 2001, the New York Stock Exchange advised the Company that
         while the Company was in compliance with the market capitalization
         threshold it would move to de-list Transmedia Network Inc. due to its
         inability to meeting the minimum stockholders' equity requirement of
         $50 million by the end of the prescribed period. The Company
         immediately made an application to the

                                       10

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements
                             (Dollars in thousands)


         American Stock Exchange ("AMEX") and effective April 16, 2001, the
         Common Stock of Transmedia Network Inc. began trading on the AMEX under
         the ticker symbol "TMN". The Company's Series A Senior Convertible
         Redeemable Preferred Stock is trading on the OTC bulletin board under
         the symbol "TMNwp". During the transition period between the
         announcement by the NYSE and the switch to the AMEX, the Company's
         Common Stock continued to be traded on the NYSE, so that no trading
         days were lost for the Company's Common Stock.

                                       11

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

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; our continued access to credit; regulations affecting the use
         of credit card files and other data; 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 and six months ended
         March 31, 2001 and 2000

         Sales of Rights to receive for the three and six-month periods ended
         March 31, 2001 were $49,037 and $93,018, which represented an increase
         of 8.5% and 2.7%, respectively, over the comparable periods in the
         prior year. Sales for the Transmedia private-label program were $1,911
         and $6,249, for the three and six-month periods ended March 31, 2001, a
         decrease of 91.3% and 85.8%, respectively, when compared to the same
         periods in the prior year reflecting the universal conversion, which
         began in March 2000, to the registered card program. This decline in
         private label sales is more than offset by the increase in registered
         card sales. Registered card sales for the three and six-month periods
         ended March 31, 2001 were $47,126 and $86,769, an increase of 103.0%
         and 86.3%, respectively, when compared to the comparable periods in the
         prior year.

         Higher dining sales in the prior year's repurchased franchises of
         Washington, DC, New Jersey and San Antonio, Texas, coupled with
         increased sales in the majority of the traditional Transmedia private
         label markets, resulted in favorable sales growth during the last
         quarter. Traditional private label territories with noticeable
         increases for the three and six-month periods ending March 31, 2001
         versus the prior year's comparable periods were Los Angeles (20.1% and
         16.5% to $3,886 and $7,280, respectively), Dallas (31.6% and 13.3% to
         $1,630 and $2,798, respectively), the Carolinas (88.5% and 57.1% to
         $419 and $787, respectively), and Georgia (20.3% and 12.9% to $1,264
         and $2,318, respectively). However, the Company experienced significant
         declines in overall sales in New York and Chicago. For the three and
         six-month periods ended March 31, 2001, New York sales decreased 13.6%
         and 14.1% to $10,602 and $21,968, respectively, while Chicago was down
         15.6% and 19.1% to $3,609 and $7,277, respectively, when compared to
         the prior year periods. Comparability of sales year over year was
         adversely impacted as a result of 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 ("DALC") 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 immediately begin to convert the acquired portion of the
         Rights to receive

                                       12

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

         portfolio to the traditional 2:1, 80% formula. In addition to the
         margin improvement realized by the Company, the restaurants were more
         receptive to retaining 20% of the qualified dines to assist in paying
         sales taxes, tips, and for other liquidity needs. Accordingly, while
         the amount of sales recognized currently are, on the whole, lower than
         the prior year's comparable periods, the actual qualified dining spend
         by members are significantly higher than a year ago and the dining
         margins are significantly improved.

         As of March 31, 2001, the Company had about 7,400 merchants available
         to its members. As of that date the membership in various programs was
         about 4,400,000. The Company anticipates membership to grow to
         approximately 7,000,000 by the end of the fiscal year, with restaurants
         available to these members to exceed 8,000.

         Cost of sales decreased to 55.1% and 55.3% of gross dining sales for
         the three and six-months ended March 31, 2001, respectively, down from
         58.3% and 59.1% for the same periods in the prior year. The decrease in
         cost of sales is directly related to the aforementioned conversion of
         the DALC registered card portfolio to 2:1, the increase in merchants
         participating in the arrears plan and lower processing fees associated
         with the registered card program as noted in the following paragraph.
         The DALC registered card portfolio was traditionally offered to
         merchants at an advance rate less than the customary Transmedia private
         label rate of 2:1, and therefore, results in a higher cost of sales
         than the private label portfolio. Since the acquisition, however,
         almost all new restaurants signed on under the registered card program,
         as well as the majority of those renewed, have been converted to the
         2:1 proposition. While this initially resulted in a slower turn of the
         Rights to receive, the individual dining transactions are more
         profitable due to the corresponding reduction in the cost of the rights
         to receive consumed. Additionally, with the arrears plan merchants
         receives no cash advance (no cost of sales), and Transmedia receives a
         lower portion of the dining sales, typically 30 - 35%, from which it
         pays the members' rebates.

         The provision for merchant losses which are included in cost of sales,
         were $2,183 and $4,126 for the three and six-months ended March 31,
         2001, respectively, compared to $1,479 and $3,301 in the prior year's
         comparable periods. As a percentage of dining sales, merchant losses
         were 4.5% and 4.4% for the three and six-months ended March 31, 2001,
         respectively, versus 3.3% and 3.6%, respectively, for the same periods
         in the prior year. With the private label program, the cash from dining
         sales was collected, for the most part, almost instantaneously directly
         from the member's credit card issuer. However, with the registered card
         program, cash from sales is collected on a delayed basis through a
         debit ACH to the merchant's bank account. The increased provision is
         mainly to provide for any potential losses associated with the
         collection of receivables from the merchants. Processing fees were 1.1%
         and 1.2% on dining transactions processed for the three and six-months
         ended March 31, 2001, compared to 2.5% and 2.4% for the three and
         six-months ended March 31, 2000, respectively. The decrease in
         processing fees is solely as a result of the Company switching from the
         private label program over to the registered card program which has
         lower processing costs.

         Member discounts as a percentage of sales were 21.4% and 21.8% in the
         current three and six-month periods, respectively, compared to 21.4%
         and 21.3% in the prior year periods. The typical member discount is 20%
         of the dining ticket or 25% of dining sales (i.e. the standard recovery
         from the merchant, which is recorded as sales, is 80% of the dining
         ticket). The majority of the registered card members are enrolled in
         the airline programs and earn 10 miles for each dollar spent at a
         participating merchant. 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 cash rebates.

                                       13

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

         Membership and renewal fee income for the three and six-month periods
         ended March 31, 2001 were $1,865 and $3,592, respectively, compared to
         $2,117 and $4,374, respectively, for the comparable prior year periods.
         Fee revenue is composed primarily of renewal billings as the Company
         has not focused on the acquisition of new fee-paying members. Rather,
         the Company is emphasizing its efforts on large partner files that tend
         to reduce the cost of enrollment. Included in these partners are the
         large corporate card files which do not require a cash fee. Instead of
         these members being billed a cash fee, they do not receive the first
         forty-nine dollars of rebate earned. This corporate card initiative
         commenced in the most recent quarter and is expected to grow over the
         next year.

         Continuing franchise fee income decreased to $0 during fiscal 2001 down
         from $202 and $430 in the three and six-month periods ended March 31,
         2000, respectively, as a result of the last remaining formerly
         franchised territories, being repurchased during fiscal year 2000.

         Selling, general and administrative expenses for the three and six
         months ended March 31, 2001 were $4,043 and $8,372, respectively, an
         increase of $679 and $1,499 or 20.2% and 21.8%, respectively, compared
         with the prior year periods. The main areas of increase for the three
         and six-months ended March 31, 2001 were in depreciation and
         amortization up $162 and $389 or 16.8% and 20.3%, respectively, and
         systems and programming which increased by $164 and $536 or 31.0% and
         47.6%, respectively, mainly as a result of the development and launch
         of the Company's new internet website which is expected to improve the
         Company's presence in the market place as well as eventually reduce
         traffic in its call center. Other areas of significant increases for
         the three and six-months ended March 31, 2001 when compared to the same
         period in the prior year were rent and other office expenses ($93 and
         $97 or 19.4% and 9.6%), professional fees ($82 and $23 or 19.0% and
         2.6%) and telephone expense ($80 and $75 or 37.7% and 15.1%).

         Salaries and benefits increased $1,685 and $2,288 or 55.7% and 38.8%,
         respectively, when comparing the three and six-month period ended March
         31, 2001 with the same periods in the prior year. Beginning in April
         2000, the Company embarked on building the infrastructure to support
         its revenue management initiative. The increase in salaries and
         benefits is mainly due to salaries paid to employees to initiate and
         deploy our revenue management program nationally. This, coupled with
         the overall annual increase in wages for the current fiscal year and an
         accrual for severance paid to terminated employees, resulted in the
         higher salaries and benefits during the fiscal 2001 periods.

         Sales commission and expense increased $221 and $801 or 19.7% and
         42.3%, respectively, when comparing the three and six-month periods
         ended March 31, 2001 with the same periods in the prior year. This
         increase was associated with higher dining sales levels compared to
         prior year, special restaurant sales incentive commissions paid to
         salespersons to increase restaurant counts, and the expansion to new
         sales territories and the associated increase in required sales
         personnel and related training.

         Printing and postage increased $341 and $207, respectively, for the
         three and six-month periods ended March 31, 2001 when compared to the
         three and six-month periods ending March 31, 2000 mainly as a result of
         the increased activation in the member base and corresponding increase
         in the printing and mailing of newsletters and member directories as
         well as increase in fulfillment house charges.

         In the three and six-month periods ended March 31, 2001, member and
         merchant marketing expenses were $658 and $1,634, respectively, versus
         $1,631 and $3,175, respectively, in the prior year's comparable
         periods. Included in member and merchant marketing expense was the
         amortization of previously capitalized advertising costs amounting to
         $55 in the fiscal 2001 periods versus $431 and $1,216 in the fiscal
         2000 comparable periods. Costs capitalized in the 2001 periods were $0
         versus $61 and $115 in 2000. This reflects the Company's decision in
         the

                                       14

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

         latter part of fiscal 1999 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. Instead of these members
         being charged a cash fee, they either receive dining rewards in an
         alternative currency, principally airline frequent flyer miles, which
         can be delivered at a lower effective rebate cost or forego the first
         forty-nine dollars of rebate earned. Due to the aforementioned
         marketing strategy, the cost capitalized during the three and six
         months ending March 31, 2001 was $0.

         The Company had net income of $457 or 1 cent per share for the three
         months period and a loss of $437 or 6 cents per share for the six-month
         period ended March 31, 2001, versus net income of $437 or 1 cent per
         share and a net loss of $1,304 or 13 cents per share, respectively, in
         the prior year comparable periods. Fiscal 2000's six-month period
         reflects an extraordinary charge of $1,623 or 12 cents per share.

(b)      Liquidity and Capital Resources

         The Company's cash and cash equivalents amounted to $14,547 at March
         31, 2001. 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 majority of
         its existing markets, currently averaging over nine 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 securitization 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 March 31, 2001 was $57,058 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 March 31, 2001, the effective interest
         rate for the new facility was 10.5% 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
         J.P. Morgan Chase f/k/a Chase Manhattan Bank ("Chase"), which also
         provided the liquidity facility in the initial year. Chase had
         previously 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.

                                       15

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

         On March 19, 2001 the Company signed a commitment letter with BMO
         Nesbitt Burns Corp ("BMO Nesbitt") for it to act as a 50 percent
         co-purchaser on the $80,000 facility with Chase. The credit agreements
         were extended by Chase to the earlier of the closing of the co-purchase
         arrangement or June 28, 2001 and no new fees were charged for this
         extension. The Company expects to close the amended financing agreement
         on or about May 17, 2001 and estimates the related fees to be
         approximately $600. Concurrently, the credit agreement will be renewed
         for a new 364-days renewable term and the overall facility will revert
         to the original amount of $80,000.

         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 Dining A La Card acquisition, to eliminate
         SignatureCard exclusivity rights in dealing with the airline frequent
         flyer member files, and to fully resolve and terminate the joint
         marketing and revenue sharing relationship. In consideration for the
         above, the Company paid GEFA $3,800 in cash and honored 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 was exercised and the
         Company paid GEFA two equal installments on January 17 and on February
         13, 2001 to repurchase the 400,000 shares at $8 per share. 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.

(c)      Outlook

         Anticipating the increased membership, and the related incremental
         usage of the program, management expects an increase in dining sales of
         approximately 6 to 10% in the third quarter when compared to the second
         quarter of fiscal 2001. Net revenue margins are expected to remain
         stable or decrease slightly due to an anticipated increase in the ratio
         of airline members sales. As a result, management expects net revenue
         from Rights to receive to exceed $12,000. Management believes that the
         dining rewards business is counter-cyclical, and a downturn in the
         economy could translate into favorable results for the Company as more
         individuals look to save on travel and entertainment. Selling, general
         and administrative expenses are expected to be maintained as the
         Company now has the infrastructure substantially in place to support
         the revenue management program. Interest expense is expected to
         decrease as a result of the current decrease in short-term interest
         rates coupled with decreased financing fees associated with the renewal
         of the securitization scheduled to close during May 2001.

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 March 31, 2001, 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
         March 31, 2001, the interest payments would increase by approximately
         $564 per annum. 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, market risk and reinvestment risk. We plan to invest in
         high-credit quality securities. Our total

                                       16

<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

         investments at March 31, 2001 and 2000 were $537 and $2,266,
         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, 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 matters to a vote of security holders
                  (a)      Meeting

                           Annual meeting of stockholders was held on March 1,
                           2001

                  (b)      Election of Directors

                           Proxies for the meeting were solicited pursuant to
                           Regulation 14 under the Act and all nominees were
                           elected. Shareholders voted for the election to the
                           Board of Directors for the following nominees (1)
                           Sheli Z. Rosenberg (2) Gene M. Henderson (3) F.
                           Philip Handy (4) Herbert M. Gardner (5) William A.
                           Lederer (6) John A. Ward (7) George S. Wiedemann (8)
                           Lester Wunderman. All of these nominees term of
                           office continued after this election. No new
                           directors were elected.

                  (c)      Matters voted upon

                  (i) The election of eight (8) directors.

<TABLE>
<CAPTION>
                      Sheli Z. Rosenberg                       Common stock     Preferred stock
                                                               ------------     ---------------
                           <S>                                  <C>                <C>

                           For                                  12,214,644         3,952,432
                           Withheld/Against                        251,526            12,260
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
<CAPTION>
                      Gene M. Henderson                        Common stock     Preferred stock
                                                               ------------     ---------------
                           <S>                                  <C>                <C>

                           For                                  12,217,044         3,952,370
                           Withheld/Against                        249,126            12,322
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
</TABLE>
                                       17

<PAGE>
                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      F. Philip Handy                         Common stock      Preferred stock
                                                              ------------      ---------------
                           <S>                                  <C>                <C>

                           For                                  12,057,119         3,952,432
                           Withheld/Against                        409,051            12,260
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
<CAPTION>

                      Herbert M. Gardner                        Common stock    Preferred stock
                                                                ------------    ---------------
                           <S>                                  <C>                <C>

                           For                                  12,053,594         3,952,432
                           Withheld/Against                        412,576            12,260
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
<CAPTION>
                      William A. Lederer                        Common stock    Preferred stock
                                                                ------------    ---------------
                           <S>                                  <C>                <C>

                           For                                  12,056,719         3,952,432
                           Withheld/Against                        409,451            12,260
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
<CAPTION>
                      John A. Ward, III                       Common stock      Preferred stock
                                                              ------------      ---------------
                           <S>                                  <C>                <C>

                           For                                  12,057,119         3,952,432
                           Withheld/Against                        409,051            12,260
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
<CAPTION>
                      George S. Wiedeman                      Common stock      Preferred stock
                                                              ------------      ---------------
                           <S>                                  <C>                <C>

                           For                                  12,057,119         3,952,432
                           Withheld/Against                        409,051            12,260
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
<CAPTION>

                      Lester Wunderman                        Common stock      Preferred stock
                                                              ------------      ---------------
                           <S>                                  <C>                <C>

                           For                                  12,052,582         3,952,307
                           Withheld/Against                        413,588            12,385
                           Exceptions/Abstain                           --                --
                                                                ----------        ----------
                           Total Shares voted                   12,466,170         3,964,692
                           Broker no vote                        3,710,725           184,686
                                                                ----------        ----------
                           Total shares eligible to vote        16,176,895         4,149,378
                                                                ==========        ==========
</TABLE>
                                       18
<PAGE>

                             TRANSMEDIA NETWORK INC.
                                AND SUBSIDIARIES

                  (d)      Settlement terms

                           None

Item 6

         Exhibits and reports on Form 8K

         (a)      Exhibits

                  10.36    GEFA Payment and Termination of Exclusivity Agreement

         (b)      Reports on Form 8K

                  A Current Report on Form 8K dated April 16, 2001 was filed
                  with the Securities and Exchange Commission to the fact that
                  effective April 16, 2001, the common stock of Transmedia
                  Network Inc. will be listed on the American Stock Exchange
                  under the ticker symbol "TMN".

                  On April 5, 2001, the New York Stock Exchange notified the
                  Company that it had determined to delist the common stock and
                  the Series A Preferred Stock because the Company was unable to
                  achieve total stockholders' equity of $50 million within a
                  prescribed time period.

                               S I G N A T U R E S

         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)

May 15, 2001                                       /s/Stephen E. Lerch
                                                   ---------------------------
                                                   Stephen E. Lerch
                                                   Executive Vice President
                                                   and Chief Financial Officer

                                       19
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NUMBER           EXHIBIT DESCRIPTION
--------------           -------------------
    10.36           GEFA Payment and Termination of Exclusivity Agreement