U. S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549

                              FORM 10-QSB/A

      Quarterly report under Section 13 or 15(d) of the
Securities Exchange  Act of 1934 for the twenty-six week period
ended June 29, 1996

Commission file number 1-13158


                       The Great Train Store Company
(Exact Name of Small Business Issuer as Specified in Its Charter)
  

        Delaware                              75-2539189
(State or Other Jurisdiction of             (I.R.S. Employer
Incorporation or Organization)             Identification No.)


14180 Dallas Parkway, Suite 618, 
        Dallas, Texas                            75240  
(Address of Principal Executive Offices)       (Zip Code)

                         (214) 392-1599
       (Issuer's Telephone Number, Including Area Code)


      Check whether the Issuer:  (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 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         


      State the number of shares outstanding of each of the
Issuer's classes of common equity, as of the latest practicable
date:

                                   Number of Shares Outstanding
Title of Class of Common Stock          as of June 29, 1996

Common Stock $0.01 par value                 3,187,500















                            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.


                                THE GREAT TRAIN STORE COMPANY



October 24, 1996                                                
     Date                        /s/ Cheryl A. Taylor
                                 Cheryl A. Taylor 
                                 Vice President - Finance and  
                                 Administration, Principal
                                 Financial Officer