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.

1  of 12


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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            10, 11
          of Financial Condition and Results of
          Operations

PART II.  OTHER INFORMATION                                   12
--------  -----------------                                     

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                           3,056,539      2,899,691
                                          ----------     ----------

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                             $50,189,596    $38,383,020
                                          ==========     ==========



                                                         (continued)

3 of 12
<PAGE>
                    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                      1,310,042      1,248,870
                                          ----------     ----------
   Total liabilities                      23,988,940     14,191,771
                                          ----------     ----------

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                                $50,189,596    $38,383,020
                                          ==========     ==========

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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<PAGE>
<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>









See 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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<PAGE>
                    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 Financial Statements

         THE FINANCIAL STATEMENTS FOR 1994, 1995 AND THE FIRST THREE QUARTERS OF
1996 HAVE BEEN RESTATED TO REFLECT THE WRITEDOWN OF CERTAIN COSTS OF ACQUIRING
CARDMEMBERS. PREVIOUSLY, 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 RESTATEMENT REFLECTS THE DEFERRAL OF COSTS OF ACQUIRING FEE
PAYING MEMBERS ONLY TO THE EXTENT THAT INITIAL MEMBERSHIP FEES ARE GENERATED AND
THE AMORTIZATION OF THESE COSTS, AS REQUIRED BY GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, OVER TWELVE MONTHS, THE PERIOD OF INITIAL MEMBERSHIP.

         THE EFFECT OF THE RESTATEMENT FOR THE THREE-MONTH AND NINE- MONTH
PERIODS ENDED JUNE 30, 1996 AND 1995 IS AS FOLLOWS:

                               Three Months Ended      Nine Months Ended
                                    June 30,               June 30,
                                1996        1995        1996        1995
                              --------    --------    --------    ------
REVENUE:
     PREVIOUSLY REPORTED    $19,746,529 $16,376,824 $56,390,226 $47,815,127
     AS RESTATED             20,343,320  16,565,425  57,754,310  48,723,419

GROSS PROFIT:
     PREVIOUSLY REPORTED      7,991,865   6,478,398  22,818,837  19,012,152
     AS RESTATED              8,588,656   6,666,999  24,182,921  19,470,444


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<PAGE>
                               Three Months Ended      Nine Months Ended
                                     June 30,               June 30,
                                1996        1995        1996        1995
                              --------    --------    --------    ------
NET INCOME:
     PREVIOUSLY REPORTED    $ 1,112,005 $ 1,173,582 $ 3,125,095 $ 3,537,700
     AS RESTATED                839,878   1,221,446   2,082,390   3,459,718

EARNINGS PER SHARE:
     PREVIOUSLY REPORTED           $.11        $.12       $.30         $.35
     AS RESTATED                   $.08        $.12       $.20         $.34


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.

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.

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<PAGE>



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

a.       Restatement

         THE FINANCIAL STATEMENTS FOR 1994, 1995 AND THE FIRST THREE QUARTERS OF
         1996 HAVE BEEN RESTATED TO REFLECT THE WRITEDOWN OF CERTAIN COSTS OF
         ACQUIRING CARDMEMBERS. PREVIOUSLY, 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 RESTATEMENT
         REFLECTS THE DEFERRAL OF COSTS OF ACQUIRING FEE PAYING MEMBERS ONLY TO
         THE EXTENT THAT INITIAL MEMBERSHIP FEES ARE GENERATED AND THE
         AMORTIZATION OF THESE COSTS, AS REQUIRED BY GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES, OVER TWELVE MONTHS, THE PERIOD OF INITIAL
         MEMBERSHIP. ACCORDINGLY, THE RESTATEMENT RESULTED IN A WRITEDOWN OF
         PREVIOUSLY CAPITALIZED AND DEFERRED COSTS AND A CORRESPONDING INCREASE
         IN CARDMEMBER ACQUISITION EXPENSES FOR THE RESPECTIVE PERIODS,
         INDICATIVE OF THE RECENT TREND AWAY FROM THE COMPANY'S UTILIZATION OF
         AN INITIAL FEE REQUIREMENT AND THE GROWING PRACTICE OF NO-FEE
         MEMBERSHIPS. THE IMPACT OF THE RESTATEMENT CAN BE SEEN IN FOOTNOTE 2 TO
         THE CONSOLIDATED FINANCIAL STATEMENTS.

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.

         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.

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<PAGE>
         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.

         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.

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<PAGE>
                           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

                           27 -- Financial data schedule

                  (b)      Reports on Form 8K

                           No reports on Form 8K were filed during the Quarter
                           Ending June 30, 1996.

                               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)

FEBRUARY 24, 1997                                    \S\DAVID L. WEINBERG
                                                     -----------------------
                                                     David L. Weinberg
                                                     Vice President and
                                                     Chief Financial Officer

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<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION
------          -----------

27              Financial data schedule