Filed under Rule 424(b)(3)
                                                            File number 33-79554

            PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 23, 1995

                          The Great Train Store Company

On July 15, 1996, the Company engaged the Representative to use its best efforts
to solicit the exercise of the Warrants. As consideration for such services, the
Company has agreed to pay the  Representative  an  increasing  percentage of the
gross  proceeds  received by the  Company  from the  exercise of those  Warrants
solicited by the Representative.  The applicable commission rate on all warrants
solicited by the  Representative  is dependant upon the total number of Warrants
which  are  successfully   solicited  for  exercise  by  the  Representative  in
accordance with the following:


    Number of Warrants Exercised                  Applicable Commission Rate
    ----------------------------                  --------------------------
           350,000 or less                                    2%
           350,001-500,000                                    5%
           500,001-750,000                                    8%
           750,001 or more                                   10%


     The Company has also agreed to indemnify the Representative against certain
liabilities,  including liabilities under the Securities Act. In connection with
such  engagement,   the   Representative   has  waived  its  rights  to  receive
compensation  based on the exercise of the Warrants pursuant to the Underwriting
Agreement dated August 4, 1994 between the Representative and the Company.