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

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

[ 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: 0-21876

                                   FUNCO, INC.
             (Exact name of registrant as specified in its charter)

                Minnesota                                41-1609563
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)


                             10120 West 76th Street
                             Eden Prairie, MN 55344
                    (Address of principal executive offices)
                                 (612) 946-8883
              (Registrant's telephone number, including area code)


     Check whether the registrant: (1) 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 _____


On August 13, 1996, the registrant had 5,900,034 outstanding shares of common
stock, $ .01 par value.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)      Exhibits filed with this Form 10-Q:
                   (10.1a) Amendment to Credit Agreement effective June 30, 1996
                           by and between the Registrant and Marquette Capital
                           Bank, including Revolving Credit Note and Security
                           Agreement.



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.


                                     Funco, Inc.
                                     (Registrant)

Date:  August 20, 1996               By:    /s/ David R. Pomije
                                           ------------------------------------
                                            David R. Pomije
                                            Chief Executive Officer


                                     By:    /s/ Robert M. Hiben
                                           ------------------------------------
                                            Robert M. Hiben
                                            Chief Financial Officer