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 JUNE 30, 1996

OR

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

For the transition period from __________________ to _________________

Commission file number 0-4028

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

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

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

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

Indicate by (X) whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.

                                               Yes [X]  No [ ]

The number of shares outstanding of the issuer's Common Stock, $.02 par value,
as of July 31, 1996: 10,126,926.

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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
               June 30, 1996 (unaudited)
               and September 30, 1995 (audited)

               Consolidated Statements of Operations--        5
               Three months and nine months ended
               June 30, 1996 and 1995 (unaudited)

               Consolidated Statements of Cash Flows--        6, 7
               Nine months ended June 30, 1996
               and 1995 (unaudited)

               Notes to Unaudited Consolidated                8, 9
               Financial Statements

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

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

SIGNATURES                                                    12


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<PAGE>



Part I-Item 1
Financial Information

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


                                           June 30,   * September 30,
                                            1996             1995
                                         (UNAUDITED)
                                          ----------     ----------

ASSETS

Current assets:

   Cash and cash equivalents             $ 2,017,906    $ 2,270,322
   Accounts receivable, less
     allowance for doubtful accounts       3,198,212      1,771,821
   Rights to receive                      33,344,471     26,147,400
   Prepaid expenses and other
     current assets                        1,816,990        708,253
   Unamortized advertising costs             503,715        539,118
   Deferred income taxes                     441,285        441,285
                                          ----------     ----------
   Total current assets                   41,322,579     31,878,199
                                          ----------     ----------


Securities available for sale,
   at fair value                           1,973,688      1,878,012
                                          ----------     ----------

Property and equipment                     7,094,330      4,565,283
   Less accumulated depreciation           1,906,723      1,093,583
                                          ----------     ----------
                                           5,187,607      3,471,700
                                          ----------     ----------

Other assets                                 622,871        133,430
                                          ----------     ----------


Total assets                             $49,106,745    $37,361,341
                                          ==========     ==========




                                                                    (continued)

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


                                           June 30,  * September 30,
                                            1996           1995
                                         (UNAUDITED)
                                          ----------     ----------
LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities:

   Accounts payable - Rights to receive  $ 3,945,457    $ 4,933,070
   Accounts payable - reimbursable
     tax and tips                            549,836        428,000
   Accounts payable - other                2,039,312      1,663,754
   Income taxes payable                      361,554         22,600
   Accrued expenses                          846,016      1,028,561
                                          ----------     ----------
     Total current liabilities             7,742,175      8,075,985

Line of credit                            12,000,000      2,000,000
Deferred membership and renewal
   fee income, net                         2,936,723      2,866,916
Deferred income taxes                        227,191        227,191
                                          ----------     ----------
   Total liabilities                      22,906,089     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: 10,126,926 shares at
   June 30, 1996 and 10,118,770 shares
   at September 30, 1995                     202,539        202,375

Additional paid-in capital                10,546,612     10,513,055
Unrealized gain on securities
   available for sale                      1,693,688      1,598,011
Retained earnings                         13,757,817     11,877,808
                                          ----------     ----------
   Total stockholders' equity             26,200,656     24,191,249
Total liabilities and stockholders'       ----------     ----------
   equity                                $49,106,745    $37,361,341
                                          ==========     ==========

See notes to consolidated financial statements

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

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<TABLE>
<CAPTION>

                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)


                                                                THREE MONTHS ENDED,             NINE MONTHS ENDED
                                                                     JUNE 30,                        JUNE 30,
                                                              1996            1995            1996            1995
                                                          ------------    ------------    ------------    ------------

<S>                                                       <C>              <C>             <C>            <C>   
Revenues:
   Net sales ..........................................   $ 17,827,320    $ 14,705,586    $ 50,658,141    $ 42,900,264
   Membership and renewal fee income ..................      1,684,202       1,069,468       4,803,817       2,926,864
   Continuing franchise fee and
     royalty income ...................................        652,242         671,454       1,791,159       2,034,364
   Commissions income .................................        179,556         118,917         501,193         411,927
                                                          ------------    ------------    ------------    ------------
                                                            20,343,320      16,565,425      57,754,310      48,723,419

Cost of sales .........................................     11,754,664       9,898,426      33,571,389      28,802,975
                                                          ------------    ------------    ------------    ------------
      Gross profit ....................................      8,588,656       6,666,999      24,182,921      19,470,444

Selling, general and administrative
   expenses ...........................................      6,057,194       4,657,019      17,400,809      13,449,289
Cardmember acquisition expenses .......................      1,002,818         160,337       3,134,489         697,474
                                                          ------------    ------------    ------------    ------------
               Operating income .......................      1,528,644       1,849,643       3,647,623       5,323,681
                                                          ------------    ------------    ------------    ------------

Other income (expense):
   Interest and other income ..........................         38,797          86,250         117,359         211,459
   Interest expense and financing costs ...............       (212,863)        (28,547)       (436,492)        (53,422)
   Initial franchise fee and license
     income, net of expenses ..........................           --            95,000          30,100         190,000
                                                          ------------    ------------    ------------    ------------
                                                              (174,066)        152,703        (289,033)        348,037
                                                          ------------    ------------    ------------    ------------

Income before income taxes ............................      1,354,578       2,002,346       3,358,590       5,671,718
Income taxes ..........................................        514,700         780,900       1,276,200       2,212,000
                                                          ------------    ------------    ------------    ------------
                Net income ............................   $    839,878    $  1,221,446    $  2,082,390    $  3,459,718
                                                          ============    ============    ============    ============


Income per common and common 
    equivalent share:

   Primary ............................................   $        .08    $        .12    $        .20    $        .34
                                                          ============    ============    ============    ============
   Fully diluted ......................................   $        .08    $        .12    $        .20    $        .34
                                                          ============    ============    ============    ============

Weighted average number of common and
   common equivalent shares outstanding:

   Primary ............................................     10,294,507      10,106,583      10,310,962      10,055,150
                                                          ============    ============    ============    ============
   Fully diluted ......................................     10,314,015      10,106,583      10,312,244      10,055,150
                                                          ============    ============    ============    ============

</TABLE>

ee notes to consolidated financial statements

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)

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

Cash flows from operating activities:

  Net income .................................     $ 2,082,390      $ 3,459,718
                                                   -----------      -----------

  Adjustments to reconcile net income
  to net cash used in operating
  activities:
     Depreciation and amortization ...........         820,640          526,920

  Changes in assets and liabilities:

     Accounts receivable .....................      (1,426,391)         412,630
     Rights to receive .......................      (7,197,071)      (5,982,334)
     Prepaid expenses ........................      (1,108,737)        (431,463)
     Unamortized advertising costs ...........          35,403         (137,272)
     Other assets ............................        (496,935)         211,741
     Accounts payable - rights to
     receive .................................        (987,613)        (412,935)
     Accounts payable - reimbursable
        tax and tips .........................         121,836         (102,718)
     Accounts payable - other ................         375,558         (444,153)
     Income taxes payable ....................         338,954         (460,286)
     Accrued expenses ........................          16,457         (147,974)
     Deferred membership income ..............          69,807          740,609
                                                   -----------      -----------
          Total adjustments ..................      (9,438,092)      (6,227,235)
                                                   -----------      -----------
          Net cash used for operating
             activities ......................      (7,355,702)      (2,767,517)
                                                   -----------      -----------
  Cash flows from investing activities:

     Additions to property and equipment .....      (2,529,047)        (888,785)
     Purchase of securities available
       for sale ..............................            --           (100,000)
                                                   -----------      -----------
  Net cash used in investing activities ......      (2,529,047)        (988,785)
                                                   -----------      -----------


6 of 12                                                             (Continued)
<PAGE>



                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (CONTINUED)


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

Cash flows from financing activities:

  Borrowings on note payable to bank
     under revolving line of credit ........     $ 10,000,000      $  1,500,000
  Dividends paid ...........................         (401,388)         (384,358)
  Conversion of warrants and options
     for common stock, net of tax
     benefits ..............................           33,721         1,034,868
                                                 ------------      ------------
     Net cash provided by financing
        activities .........................        9,632,333         2,150,510
                                                 ------------      ------------
     Net decrease in cash and cash
         equivalents .......................         (252,416)       (1,605,792)

Cash and cash equivalents at beginning
     of period .............................        2,270,322         2,478,899
                                                 ------------      ------------
Cash and cash equivalents at
     end of period .........................     $  2,017,906      $    873,107
                                                 ============      ============



Supplemental disclosure of cash flow
    information:

    Cash paid during the periods for:

        Interest ...........................     $    338,215      $     39,875
                                                 ============      ============
        Income taxes .......................     $  1,242,601      $  1,983,677
                                                 ============      ============



See notes to consolidated financial statements

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      Basis of Presentation

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

        The information presented in each of the included unaudited consolidated
financial statements, in the opinion of management, reflects all adjustments
necessary to a fair statement of the results for all interim periods. The
results for the three and nine months ended June 30, 1996 are not necessarily
indicative of the results to be expected for the full year.

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

2.      RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS

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

3.      Line of Credit

        In January 1996, the Company amended its revolving line-of-credit
agreement with NationsBank of Florida, N.A. The funds available to the Company
under the January 1996 agreement amount to $20,000,000. The agreement, which
terminates on January 26, 1999, bears interest at the floating prime rate, or a
"LIBOR plus" option, and is unsecured. At June 30, 1996, the outstanding balance
was $12,000,000.

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4.      Income per Common and Common Equivalent Share

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

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

5.      Reclassification

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

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

A.      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 and Nine
        Months ended June 30, 1996 and 1995.

        Net Sales for the three and nine months ended June 30, 1996 increased by
        $3,121,734 (21% increase) and $7,757,877 (18% increase) compared with
        the same periods in 1995. The sales increase was due to a greater number
        of cardmembers supported by additional participating restaurants and
        from sales recorded in a formerly franchised territory which was
        repurchased in July 1995. Membership and renewal fee income increased by
        $614,734 (57% increase) and $1,876,953 (64% increase) in the three and
        nine month periods ended June 30, 1996 compared with the prior year's
        periods because of an increased number of new cardmembers as well as
        renewals.

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        Continuing franchise fee and royalty income decreased by $19,212 (3%
        decrease) and $243,205 (12% decrease) in the three and nine month period
        ended June 30, 1996, versus the prior year's comparable periods
        primarily because one of the franchises from which continuing franchise
        fee income had been received was acquired by the Company in July 1995.

        As a result of the growth in the components of revenue, gross profit
        increased by $1,921,657 to $8,588,656 for the three month period ended
        June 30, 1996 and by $4,712,477 to $24,182,921, for the nine month
        period ended June 30, 1996.

        Selling, general and administrative expenses for the three and nine
        months ended June 30, 1996 increased by $1,400,175 and $3,951,520,
        respectively, compared to the prior year's comparable periods and
        represented increases of 30% and 29%, respectively. Expenses
        contributing to the increase in the current period included costs
        associated with operating new areas started up or reacquired since the
        second quarter of last year. These areas include Chicago, Detroit,
        Tampa, Milwaukee, Indianapolis, Phoenix and Denver. Costs directly
        related to sales, such as commissions and processing costs, increased,
        as did mailing and printing costs associated with the increased number
        of cardmembers.

        CARDMEMBER ACQUISITION EXPENSES FOR THE THREE AND NINE MONTH PERIODS
        ENDED JUNE 30, 1996 AMOUNTED TO $1,002,818, AND $3,134,489, COMPARED TO
        $160,337 AND $697,474 IN THE YEAR AGO COMPARABLE PERIODS. INCLUDED IN
        CARDMEMBER ACQUISITION EXPENSES WAS AMORTIZATION OF DEFERRED ADVERTISING
        COSTS AMOUNTING TO $309,902 AND $893,564 IN THE THREE AND NINE MONTH
        1996 PERIODS VERSUS $193,774 AND $519,653 IN THE PRIOR YEAR PERIODS.
        COSTS CAPITALIZED IN THE THREE AND NINE MONTH 1996 PERIODS WERE $193,544
        AND $858,164 VERSUS $266,920 AND $659,925 IN THE COMPARABLE PERIODS OF
        THE PRIOR YEAR.

        Income before income taxes amounted to $1,354,578 and $3,358,590 in the
        three and nine months ended June 30, 1996, compared with $2,002,346 and
        $5,671,718 in the 1995 comparable periods.

        Net income for the three and nine months ended June 30, 1996 was
        $839,878 and $2,082,390, or $.08 and $.20 per share respectively,
        compared with $1,221,446 and $3,459,718 or $.12 and $.34 per share
        respectively, in the comparable periods of the prior year.

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        C.     Liquidity and Capital Resources

        The Company's working capital at June 30, 1996 was $33,580,404, compared
        with $23,802,214 at September 30, 1995. The increase of $9,778,190 was
        due primarily to the Company's profit during the period and borrowings
        under the Company's line of credit which were used to purchase Rights to
        Receive and acquire new cardmembers. Cash and cash equivalents amounted
        to $2,017,906 at June 30, 1996. The Company has available a $20,000,000
        revolving line of credit, of which $12,000,000 was utilized at June 30,
        1996. The Company believes that cash generated from operations, cash on
        hand and cash available under its line of credit will satisfy its cash
        requirements.

                           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
                      June 30, 1996.

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                               S I G N A T U R E S

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            TRANSMEDIA NETWORK INC.
                                                 (Registrant)

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


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