UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-Q/A

(Mark One)

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

For the quarterly period ended DECEMBER 31, 1995

OR

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

For the transition period from________________to__________________

Commission file number 0-4028

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

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

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

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

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

                                               Yes [X]  No [ ]

The number of shares outstanding of the issuer's Common Stock, $.02 par
value, as of January 31, 1996:  10,119,333.

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                                    I N D E X

                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES

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

Item 1.           Financial Statements:

                  Consolidated Balance Sheets--                  3, 4
                  December 31, 1995 (unaudited)
                  and September 30, 1995 (audited)

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

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

                  Notes to Unaudited Consolidated                8, 9
                  Financial Statements

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

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

SIGNATURE                                                            12





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Part I-Item 1
Financial Information

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

                                       December 31,  * September 30,
                                           1995           1995
                                       (unaudited)
                                       -----------    --------------

ASSETS

Current assets:

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

Securities available for sale,
   at fair value                           2,657,065      2,899,691
                                          ----------     ----------

Property and equipment                     5,313,152      4,565,283
   Less accumulated depreciation           1,360,283      1,093,583
                                          ----------     ----------
                                           3,952,869      3,471,700

Other assets                                 138,027        133,430
                                          ----------     ----------



Total assets                             $40,052,630    $38,383,020
                                          ==========     ==========





                                                        (continued)

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

                                        December 31,  * September 30,
                                            1995           1995
                                        (unaudited)
                                        ------------  ---------------
LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities:

   Accounts payable - Rights to receive  $ 3,587,187     $ 4,933,070
   Accounts payable - reimbursable
     tax and tips                            551,749         428,000
   Accounts payable - other                1,476,170       1,663,754
   Income taxes payable                      249,922          22,600
   Accrued expenses                          560,057       1,028,561
                                          ----------      ----------
     Total current liabilities             6,425,085       8,075,985

Line of credit                             4,500,000       2,000,000
Deferred membership fee income             3,145,272       2,866,916
Deferred income taxes                      1,154,247       1,248,870
                                          ----------      ----------
   Total liabilities                      15,224,604      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:  10,119,333 shares at
   December 31, 1995 and 10,118,770 shares
   at September 30, 1995                     202,387         202,375

Additional paid-in capital                10,517,235      10,513,055
Unrealized gain on securities available
   for sale                                1,450,009       1,598,011
Retained earnings                         12,658,395      11,877,808
                                          ----------      ----------
   Total stockholders' equity             24,828,026      24,191,249
Total liabilities and stockholders'       ----------      ----------
   equity                                $40,052,630     $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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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                  THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                                   (Unaudited)

                                            Three Months Ended,
                                               December 31,
                                            --------------------
                                            1995            1994
                                            ----            ----
Revenues:

  Net sales                              $15,474,748     $13,313,903
  Membership and renewal fee income        1,478,249         887,660
  Continuing franchise fee and
    royalty income                           549,482         679,400
  Commissions income                         168,292         155,655
                                          ----------      ----------
                                          17,670,771      15,036,618

Cost of sales                             10,353,183       8,931,060
                                          ----------      ----------
       Gross profit                        7,317,588       6,105,558

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

       Operating income                    1,290,315       1,688,521
                                          ----------      ----------

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

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

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

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


See notes to consolidated financial statements

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

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

Cash flows from operating activities:

  Net income                             $   780,587    $ 1,122,501
                                           ---------     ---------- 
  Adjustments to reconcile net income
  to net cash used in operating
  activities:
     Depreciation and amortization           269,200        174,385

  Changes in assets and liabilities:

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

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


  Cash flows from investing activities:

    Additions to property and equipment     (747,869)      (314,039)
                                          ----------     ----------
    Net cash used in investing activities   (747,869)      (314,039)
                                          ----------     ----------




                                                       (Continued)

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

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

Cash flows from financing activities:

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

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

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

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

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



Supplemental disclosure of cash flow 
  information:

    Cash paid during the periods for:

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




See notes to consolidated financial statements

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                    TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

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

         The information presented in each of the included unaudited
consolidated financial statements, in the opinion of management, reflects all
adjustments necessary to a fair statement of the results for all interim
periods. The results for the three months ended December 31, 1995 are not
necessarily indicative of the results to be expected for the full year.

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

2.       Restatement of Financial Statements

         THE FINANCIAL STATEMENTS FOR 1994, 1995 AND THE FIRST QUARTER 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 PERIODS ENDED
DECEMBER 31, 1995 AND 1994 IS AS FOLLOWS:

                                   Three Months Ended December 31,
                                        1995              1994
                                    ------------        --------

REVENUE:
-------

     PREVIOUSLY REPORTED                $17,338,991       $14,920,410
     -------------------
         AS RESTATED                     17,670,771        15,036,618
         -----------

GROSS PROFIT:
------------

         PREVIOUSLY REPORTED              6,985,808         5,989,350
         -------------------
         AS RESTATED                      7,317,588         6,105,558
         -----------

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                                    Three Months Ended December 31,
                                        1995              1994
                                    ------------        --------

NET INCOME
----------

         PREVIOUSLY REPORTED                906,933         1,167,551
         -------------------
         AS RESTATED                        780,587         1,122,501
         -----------

EARNINGS PER SHARE:
------------------

         PREVIOUSLY REPORTED                   $.09              $.12
         -------------------
         AS RESTATED                           $.08              $.11
         -----------


3.       Line of Credit

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

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

4.       Income per Common and Common Equivalent Share

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

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

5.       Reclassification

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

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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 QUARTER 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 ended
         December 31, 1995 and 1994.

         Net sales for the three-month period ended December 31, 1995 increased
         by $2,160,845 or 16%, compared with 1994. The sales increase was due to
         a greater number of cardmembers supported by additional participating
         restaurants and from sales recorded in a formerly franchised territory
         which was repurchased in July 1995. Membership and renewal fee income
         increased by $590,589 or 67% in the three-month period ended December
         31, 1995, compared with the prior period because of an increased number
         of new cardmembers as well as renewals.

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

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

         Selling, general and administrative expenses for the three months ended
         December 31, 1995 increased by $1,266,668 compared to the prior year
         and represented an increase of 30%.

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         Expenses contributing to the increase in the current period included
         costs associated with operating new areas started up or reacquired
         since the first quarter of last year. These areas include Chicago,
         Detroit, Tampa, Milwaukee and Indianapolis and costs directly related
         to sales such as sales commission and processing costs. Additionally,
         mailing and printing costs also increased.

         In the three-month period ended December 31, 1995, cardmember
         acquisition expense was $570,726, versus $227,158 in the prior year.
         Included in cardmember acquisition expenses was the amortization of
         deferred advertising costs amounting to $273,824 in 1995 and $156,440
         in 1994. Costs capitalized in 1995 and 1994 were $325,130 and $228,910,
         respectively.

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

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

         c.       Liquidity and Capital Resources

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


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                           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 December 31, 1995.

                               S I G N A T U R E S

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

                                                  TRANSMEDIA NETWORK INC.
                                                       (Registrant)

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

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                               INDEX TO EXHIBITS

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

 27                   Financial Data Schedule