U.S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-QSB

             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 1996

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
                                THE EXCHANGE ACT

        For the transition period from.................to...............

                         Commission file number 0-23626


                           GAME FINANCIAL CORPORATION
               (Exact name of issuer as specified in its charter)


      Minnesota                                                 41-1684452
  (State or other jurisdiction                                (IRS Employer
of incorporation or organization)                           Identification No.)


                  13705 First Avenue North, Plymouth, MN 55441
                    (Address of principal executive offices)

                                 (612) 476-8500
                           (Issuer's telephone number)



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.
Yes__X__     No____



APPLICABLE ONLY TO CORPORATE ISSUERS: As of November 1, 1996 the Corporation had
        4,505,309 shares of its $.01 par value common stock outstanding.




                                   TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                            Page
                                                                         Number
                                                                         ------
         Item 1.  Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets at September 30,
                           1996 and December 31, 1995                       3

                  Condensed Consolidated Statements of Income for the
                           Three Months Ended September 30, 1996 and
                           September 30, 1995                               4

                  Condensed Consolidated Statements of Income for the
                           Nine Months Ended September 30, 1996 and
                           September 30, 1995                               5

                  Condensed Consolidated Statements of Cash Flows for
                           the Nine Months Ended September 30, 1996 and
                           September 30, 1995                               6

                  Notes to Condensed Consolidated Financial Statements      7


         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations           8 - 10


PART II.  OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                          11


SIGNATURES                                                                  12

         Exhibit 11 - Computation of Earnings Per Share                     13

         Exhibit 27 - Financial Data Schedule                               14



<TABLE>
<CAPTION>
                           GAME FINANCIAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                     AS OF:

                                                             SEPTEMBER 30,    DECEMBER 31,
                                                                 1996             1995
                                                             -------------    ------------
                                 ASSETS
<S>                                                           <C>             <C>       
CURRENT ASSETS
     Cash and cash equivalents                                $4,483,097      $  868,903
     Marketable securities                                     1,968,699       3,795,164
     Receivables                                                 332,201         209,482
     Deferred taxes                                               52,000          63,000
     Other                                                       204,741          76,283
                                                              ----------      ----------
          TOTAL CURRENT ASSETS                                 7,040,738       5,012,832
                                                              ----------      ----------

EQUIPMENT
     Furniture, fixtures, and equipment                        2,656,147       1,492,028
     Less accumulated depreciation                               783,102         438,949
                                                              ----------      ----------
                                                               1,873,045       1,053,079
                                                              ----------      ----------

MARKETABLE SECURITIES                                            200,263         565,487
                                                              ----------      ----------
                                                              $9,114,046      $6,631,398
                                                              ==========      ==========


                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                         $1,182,133      $  425,460
     Payable to customers                                         18,788          19,662
     Accrued expenses                                            331,904         239,181
     Deferred revenue                                             47,719          91,225
                                                              ----------      ----------
          TOTAL CURRENT LIABILITIES                            1,580,544         775,528
                                                              ----------      ----------

DEFERRED INCOME TAXES                                             31,000          49,400
                                                              ----------      ----------

STOCKHOLDERS' EQUITY
     Preferred Stock                                                --              --
     Common stock                                                 45,053          34,781
     Additional paid-in capital                                4,719,352       4,192,796
     Retained earnings                                         2,738,097       1,576,662
     Unrealized gain on investments                                 --             2,231
                                                              ----------      ----------
                                                               7,502,502       5,806,470
                                                              ----------      ----------
                                                              $9,114,046      $6,631,398
                                                              ==========      ==========

            See notes to condensed consolidated financial statements
</TABLE>



<TABLE>
<CAPTION>
                           GAME FINANCIAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                           FOR THE THREE MONTHS ENDED:


                                              SEPTEMBER 30,             SEPTEMBER 30,
                                                  1996          %           1995          %
                                              ---------------------     --------------------

<S>                                          <C>              <C>      <C>             <C> 
Revenue                                       $  5,448,310     100%     $ 2,610,874     100%

Cost of Revenue                                  3,594,484      66%       1,487,423      57%
                                              ------------              -----------

Gross Margin                                     1,853,826      34%       1,123,451      43%

Sales, Marketing, General And
   Administrative Expenses                       1,021,737      19%         559,629      21%
                                              ------------              -----------

Operating Income                                   832,089      15%         563,822      22%

Other Income                                        32,657       1%          45,064       2%
                                              ------------              -----------

Income Before Taxes                                864,746      16%         608,886      23%

Income Tax Expense                                 345,999       6%         237,915       9%
                                              ------------              -----------

Net Income                                    $    518,747      10%     $   370,971      14%
                                              ============              ===========

Net Income Per Share                          $       0.11              $      0.08
                                              ============              ===========

Weighted Average Shares Outstanding              4,710,006                4,609,985
                                              ============              ===========

            See notes to condensed consolidated financial statements
</TABLE>


<TABLE>
<CAPTION>
                               GAME FINANCIAL CORPORATION
                            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                            (Unaudited)
                                    FOR THE NINE MONTHS ENDED:


                                              SEPTEMBER 30,              SEPTEMBER 30,
                                                  1996          %            1995         %
                                              ---------------------      --------------------
<S>                                          <C>              <C>       <C>             <C> 
Revenue                                       $ 13,273,370     100%      $ 6,432,221     100%

Cost of Revenue                                  8,835,485      67%        3,760,169      58%
                                              ------------               -----------

Gross Margin                                     4,437,885      33%        2,672,052      42%

Sales, Marketing, General And
   Administrative Expenses                       2,620,221      20%        1,439,330      22%
                                              ------------               -----------

Operating Income                                 1,817,664      14%        1,232,722      19%

Other Income                                        97,771       1%          130,982       2%
                                              ------------               -----------

Income Before Taxes                              1,915,435      14%        1,363,704      21%

Income Tax Expense                                 754,000       6%          516,763       8%
                                              ------------               -----------

Net Income                                    $  1,161,435       9%      $   846,941      13%
                                              ============               ===========

Net Income Per Share                          $       0.25               $      0.19
                                              ============               ===========

Weighted Average Shares Outstanding              4,683,122                 4,482,205
                                              ============               ===========

</TABLE>


<TABLE>
<CAPTION>
                           GAME FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                           FOR THE NINE MONTHS ENDED:

                                                                SEPTEMBER 30,     SEPTEMBER 30,
                                                                    1996              1995
                                                                -------------     -------------
<S>                                                            <C>               <C>        
OPERATING ACTIVITIES
     Net income                                                 $ 1,161,435       $   846,941
     Adjustments to reconcile net income to
       net cash provided by operating activities:
           Depreciation                                             344,153           176,284
           Amortization of investment premiums
               and discounts                                         51,133            86,583
           Deferred income taxes                                     (6,000)
           Changes in operating assets and liabilities:
                Receivables                                        (122,719)           52,625
                Other current assets                               (128,458)          (55,066)
                Accounts payable                                    756,673            73,350
                Payable to customers                                   (874)          (23,411)
                Accrued expenses                                     92,723          (170,538)
               Deferred revenue                                     (43,506)         (165,336)
                                                                -----------       -----------
                    Net cash provided by
                     operating activities                         2,104,560           821,432
                                                                -----------       -----------

INVESTING ACTIVITIES
     Proceeds from maturities of marketable securities            2,930,432              --
     Purchases of marketable securities                            (793,507)          (54,485)
     Purchases of equipment                                      (1,164,119)         (566,657)
                                                                -----------       -----------
          Net cash provided (used) by investing activities          972,806          (621,142)
                                                                -----------       -----------

FINANCING ACTIVITIES
     Proceeds from exercise of stock options                         26,828            14,596
     Proceeds from exercise of underwriter warrants                 510,000              --
                                                                -----------       -----------
          Net cash provided by financing activities                 536,828            14,596
                                                                -----------       -----------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                            3,614,194           214,886

CASH AND CASH EQUIVALENTS
     Beginning of period                                            868,903           896,243
                                                                -----------       -----------
     End of period                                              $ 4,483,097       $ 1,111,129
                                                                ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                                -----------       -----------
     Cash Paid for Taxes                                        $   728,879       $   350,425
                                                                -----------       -----------

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. - BASIS OF PRESENTATION - In the opinion of the Company, these unaudited
condensed consolidated financial statements contain all adjustments (consisting
of normal recurring accruals) necessary to present fairly the financial position
as of September 30, 1996 and December 31, 1995, and the results of operations
for the three months and nine months ended September 30, 1996 and 1995. The
results of operations for the three months and nine months ended September 30,
1996 are not necessarily indicative of the results to be expected for the year
ending December 31, 1996, or any other period. For further information, refer to
the consolidated financial statements and footnotes included in the registrant
Company's annual report on Form 10-KSB for the year ended December 31, 1995.

NOTE 2. - REVENUE RECOGNITION - The Company has certain financial service
agreements which provide for decreasing rates of fees based on the attainment of
specified dollar amounts of transactions processed. Revenue on these contracts
are recorded using the actual transactions processed during the period at the
overall projected fee rate to be earned under the contract. The estimated fees
to be earned under these contracts are reviewed on a regular basis. The
cumulative impact of changes to these estimates are recorded in the month of the
revision.

NOTE 3. - CASINO LOCATIONS - The Company operates its funds transfer facilities
pursuant to agreements with the operators of the host casinos. Such agreements
typically have initial terms of one to three years with renewal clauses. The
following table summarizes the contract activity since 1992.


<TABLE>
<CAPTION>
                                                 --------------------LOCATIONS----------------

                                                  NUMBER     CREDIT     CHECK CASHING
                                                    OF     CARD OR ATM    AND CREDIT
                                                  STATES      ONLY       CARD OR ATM     TOTAL
                                                 ---------------------------------------------
<S>                                                <C>         <C>           <C>          <C>
December 31, 1992                                   1           0             5            5
                                                 
Locations Opened                                                1             1            2
Locations Discontinued                                          -            (1)          (1)
                                                 ---------------------------------------------
December 31, 1993                                   3           1             5            6
                                                 
Locations Opened                                                4             2            6
Locations Discontinued                                          -            (2)          (2)
                                                 ---------------------------------------------
December 31, 1994                                   6           5             5           10
                                                 
Locations Opened                                               18             4           22
Locations Discontinued                                         (4)            -           (4)
                                                 ---------------------------------------------
December 31, 1995                                  14          19             9           28
                                                 
Locations Opened                                                4             6           10
Locations Discontinued                                          -             -            -
                                                 ---------------------------------------------
March 31, 1996                                     14          23            15           38
                                                 
Locations Opened                                               14             3           17
Locations Discontinued                                         (1)            0           (1)
                                                 ---------------------------------------------
June 30, 1996                                      16          36            18           54
                                                 
Locations Opened                                               12             1           13
Locations Discontinued                                          -             -            -
                                                 ---------------------------------------------
September 30, 1996                                 17          48            19           67
                                                 =============================================
                                        
Contracted Locations Opening after September 30, 1996           3             0            3
                                                          ====================================
</TABLE>




ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW:

     The Company's GameCash solution enables casinos to offer their patrons
comprehensive cash access services including credit card cash advances, check
cashing and ATMs. Revenue which is derived from fees charged for cash access
services, has increased significantly as a result of an increase in the number
of locations at which the Company provides cash access services, the
establishment of operations at larger casinos and an increase in the volume of
transactions at existing locations. The Company provided GameCash cash access
services at 67 locations at September 30, 1996, compared to six, 10 and 28
locations at the end of 1993, 1994 and 1995, respectively. At September 30,
1996, the Company had agreements in place with three additional locations at
which operations are expected to commence by December 31, 1996. In April 1996,
the company also began providing cash access services through ATMs and at
September 30, 1996 operated ATMs at six locations. Fees from ATM services have
not accounted for a significant portion of revenue to date, but are expected to
be a growing source of revenue in future periods.

     Cost of revenue consists principally of credit card cash advance processing
fees paid to credit card companies, commissions paid to casino operators
pursuant to cash access services agreements, payroll for employees staffing the
GameCash service desks at check cashing locations, depreciation related to the
equipment at the locations, bad check expense and operating supplies of the
locations. Fees paid to credit card companies for processing cash advances are
based on a percentage of the dollar volume of transactions processed. While the
applicable rates payable by the Company decrease slightly at specified aggregate
dollar volumes of transactions processed, processing fees generally increase in
proportion to increases in revenue. Casino commissions are typically based on a
percentage of fee revenue generated at each property. As a result, as
transactions volumes and revenue grows, so will casino commissions. As existing
casinos in emerging markets mature and as competition for contracts with casinos
in both the traditional and emerging markets intensifies, the Company's margins
on new contracts or renewals of existing contacts may decrease due to higher
commission rates payable by the Company to casino operators. In addition, the
Company is seeking to expand into the traditional gaming markets of Las Vegas
and Atlantic City. While larger casinos in these markets generate higher volumes
of cash access revenue, margins for cash access services are lower due to the
higher commissions generally paid to casino operators.

Sales, marketing, general and administrative expenses have increased as a result
of the expansion of the Company's sales staff and increased marketing efforts
designed to promote the recognition of Game Financial Corporation and its
GameCash services. In December 1995, the Company added a Vice President of
National Sales and three sales representatives. The Company's sales staff
currently consists of six full-time employees, all of whom have experience in
the gaming industry. In addition, Gary A. Dachis, President and Chief Executive
Officer of the Company, continues to spend a significant amount of time with
current and potential customers. Sales, marketing, general and administrative
expenses also reflect the Company's continuing investment in the development of
new and the enhancement of existing system and services.


REVENUE:

     Revenue for the quarter ended September 30, 1996 was $5,448,000, a 109%
increase over $2,611,000 for the same period in 1995. Revenue for the nine
months ended was $13,273,000, a 106% increase over $6,432,000 for the same
period in 1995. The Company operated in 67 locations at September 30, 1996,
compared with 28 locations at December 31, 1995. During the quarter ended
September 30, 1996, the Company opened 12 credit card locations and one check
cashing location.

     As of November 4, 1996, the Company is operating in 70 locations and has
agreements in place with five additional locations which will be operational
during the fourth quarter of 1996.

     As of November 4, 1996, the Company is operating in 70 locations and
has agreements in place with five additional locations which will be operational
during the fourth quarter of 1996. In October 1996, the Company was notified by
the Coushatta Indian Tribe of Louisiana that the Tribe does not intend to renew
its contract with the Company when it expires in January 1997. The casino, which
is owned by the Coushatta Tribe and managed by Grand Casino, Inc., generated
approximately 11% of the Company's revenue for the nine months ended September
30, 1996.


COST OF REVENUE:

     Cost of revenue for the quarter ended September 30, 1996 was $3,594,000, a
142% increase over $1,487,000 for the same period in 1995. Cost of revenue for
the nine months ended September 30, 1996 was 8,835,000, a 135% increase over
$3,760,000 for the same period in 1995. The variable nature of the majority of
the direct expenses is the primary cause of the increase in cost of revenue.


GROSS MARGIN:

     The gross margin percentage was 34% for the quarter ended September 30,
1996 compared to 43% for the same period in 1995. The reduction is due to
increased casino commissions paid to some larger locations opened during 1996.
On a quarter to quarter basis, there was a 10% improvement in gross margin from
31% for the quarter ended June 30, 1996. This is primarily due to lower payroll
costs during the quarter ended September 30, 1996 as the initial startup and
training phase had been completed at many of the locations opened between March
1996 and June 1996.

     For the nine months ended September 30, 1996, the gross margin percentage
was 33% compared to 42% for the same period in 1995. The reduction is due to a
combination of factors including start-up expenses, primarily payroll and
supplies, related to opening check cashing locations and higher casino
commissions paid on certain contracts signed in 1996.


SALES, MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES

     Sales, marketing, general and administrative expenses for the quarter ended
September 30, 1996 were $1,022,000, 19% of gross revenue compared with $560,000,
21% of gross revenue for the same period in 1995. For the nine months ended
September 30, 1996, sales, marketing, general and administrative expenses were
$2,620,000, 20% of gross revenue compared with $1,439,000, 22% of gross revenue
for the same period in 1995. The reduction in these expenses as a percentage of
revenue was due to the fixed nature of many of the items, the rapid growth in
revenue and the Company's costs control measures. The Company is planning
continued investment in personnel and equipment to facilitate anticipated future
growth.


NET INCOME:

     For the quarter ended September 30, 1996, net income increased 40% to
$519,000 or $0.11 per share compared with net income of $371,000 or $.08 per
share for the same period last year. For the nine months ended September 30,
1996, net income increased 37% to $1,161,000 or $0.25 per share compared with
net income of $847,000 or $0.19 per share for the same period last year. All
earnings per share amounts have been restated to reflect the 5-for-4 stock
splits in September 1995 and June 1996.


LIQUIDITY AND CAPITAL RESOURCES:

     The Company's primary capital requirements have been to fund purchases of
equipment for use at new casino locations and provide working capital for the
opening and operation of new locations. The primary sources of funds for capital
expenditures and working capital have been net proceeds from the Company's
initial public offering in April 1994 and net cash provided by operating
activities. The Company had no debt at September 30, 1996 or December 31, 1995.

     At September 30, 1996, the Company had $7,041,000 in current assets
compared with $5,013,000 at December 31, 1996. Cash, cash equivalents and
marketable securities totaled $6,652,000 at September 30, 1996 compared with
$5,230,000 at December 31, 1995. The improvement in liquidity is a direct result
of the Company's profitable operations and positive cash flow in the nine months
ended September 30, 1996.

     Operating activities during the nine months ended September 30, 1996
generated $2,105,000 of net cash compared with $821,000 for the same period in
1995. Though net income was only $314,000 different between the periods, changes
in operating assets and liabilities, primarily other current assets, accounts
payable and deferred revenue created the significant difference between the
periods. The Company's investment in property and equipment of $1,014,000 during
the nine months ended September 30, 1996 was $597,000 above the investment in
equipment during the same period in 1995 primarily due to the number of new
locations opened during 1996.

     During April 1996, the underwriters exercised all outstanding warrants
related to the initial public offering in April 1994. The exercise of the
warrants was responsible for $510,000 of the increase in cash and cash
equivalents through September 30, 1996.


FORWARD LOOKING STATEMENTS:

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements. This Form 10-QSB and other materials filed or to
be filed by the Company with the Securities and Exchange Commission, as well as
other written materials or oral statements that the Company may make or publish
from time to time, contain forward-looking statements relating to plans for
future expansion, business prospects, anticipated financial performance and
similar matters. Theses statements by their nature involve substantial risks
and uncertainties, and actual results may differ materially from the
anticipated results or other expectations expressed in the forward-looking
statements. These risks and uncertainties include, but are not limited to, the
impact of increasing competition for contracts to provide cash access services
in gaming establishments, lower margins on new or renewed contracts due to such
competition and to the Company's expansion into traditional gaming markets, the
risk that existing contracts will not be renewed upon completion of their terms,
and the risks and uncertainties described in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this Form 10-QSB.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS

         No significant legal proceedings

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         EXHIBITS:

         (11) Statement re: computation of earnings per share

         (27) Financial Data Schedule

         REPORTS ON FORM 8-K:

         None



                                   SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



                                   GAME FINANCIAL CORPORATION
                                   (Registrant)

Dated:  November 7, 1996           By:   /s/ Gary A. Dachis
                                         -------------------------------------
                                         Gary A. Dachis, President and
                                         Chief Executive Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


SIGNATURE                      TITLE                                   DATE
---------                      -----                                   ----

/s/ Gary A. Dachis             President, Chief Executive Officer,     11/07/96
Gary A. Dachis                 Secretary, Treasurer and Director

/s/ Stephen P. Weisbrod        Vice President Information Systems      11/07/96
Stephen P. Weisbrod            and Director


/s/ Jeffrey Ringer             Vice President Finance and Chief        11/07/96
Jeffrey Ringer                 Financial Officer