UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20659

                                   FORM 10-QSB/A

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

For the Quarterly period ended                  December 31, 1996


                         Commission File Number 0-25030


                       PLAY CO. TOYS & ENTERTAINMENT CORP.
             (Exact Name of Registrant as specified in its charter)

Delaware                                94-3024222
(State or other jurisdiction of         ( I.R.S. Employer ID No.)
incorporation or organization) .

550 Rancheros Drive,  San Marcos,  California                   92069
(Address of principle executive offices)                        (Zip Code)

                                 (619) 471-4505
              (Registrant's telephone number, including area code)


(Former name, former address and formal fiscal year, if changed since last
report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  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 [ ]


     Common Stock, $.01 par value:  11,700,558 shares outstanding as of December
31, 1996.

PART II   OTHER INFORMATION

Item 1    Legal Proceedings:

              N O N E

Item 2    Changes in Securities:

              N O N E

Item 3    Defaults Upon Senior Securities:

              N O N E

Item 4    Submission of Matters to a Vote of Security Holders:

              N O N E

Item 5    Other Information:

              N O N E

Item 6.   Exhibits and Reports on Form 8K.

Exhibit  27    - Financial Data Schedule


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, this 1st day of April, 1997.


                              PLAY CO. TOYS & ENTERTAINMENT CORP.


                              BY: /S/Richard L. Brady
                                  Richard L. Brady
                                  President


                              BY: /s/ Angela Burnett
                                  Angela R Burnett
                                  Chief Financial Officer