UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/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 0-19644
                                                -------

                           GALLERY RODEO INTERNATIONAL
                           ---------------------------
             (Exact name of registrant as specified in its charter)


           California                                           33-0300193
           ----------                                           ----------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization                            Identification Number)


2 North Cascade Avenue, Suite 330, Colorado Springs, Colorado       80903
----------------------------------------------------------------------------
             (Address of Principal Executive Offices)             (Zip Code)

        Registrant's telephone number, including area code (719) 520-1800
                                                           --------------

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  periods 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
                                       ---     ---

As of June 30, 1996, there were 15,521,681 shares of Common Stock outstanding.

                                                         

<PAGE>



                                EXPLANATORY NOTE


         This Form 10-QSB/A constitutes Amendment No. 1 to the Form 10-Q for the
quarter  ended June 30, 1996,  filed by the Company on August 22,  1996,  and is
being  filed  solely  for the  purpose  of filing  Exhibit  27,  Financial  Data
Schedule.



                                        2

<PAGE>




Item 6 - Exhibits and reports on Form 8-K.

          (a)  Exhibit

                  27  Financial Data Schedule.



                                   SIGNATURES




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.




                                           GALLERY RODEO INTERNATIONAL
                                           ---------------------------    
                                                    (Registrant)



DATE:          10/14/96                    BY:       /s/ J. Royce Renfrow
     --------------------------------         ----------------------------------
                                                     J. ROYCE RENFROW, SECRETARY


DATE:          10/14/96                    BY:        /s/ James A. Humpal
     --------------------------------         ----------------------------------
                                                     JAMES A. HUMPAL, TREASURER
                                                     Principal Financial Officer


                                        3