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

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)
(Mark One)

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

                  For the quarterly period ended March 31, 2004

[ ]               TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

                  For the transition period from _________ to _________

                           COMMISSION FILE NO. 0-22908

                              HOLLYWOOD MEDIA CORP.
             (Exact name of registrant as specified in its charter)

               FLORIDA                                       65-0385686
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                       Identification No.)

    2255 GLADES ROAD, SUITE 221A
          BOCA RATON, FLORIDA                            33431
(Address of principal executive offices)               (zip code)

                                 (561) 998-8000
                         (Registrant's telephone number)

         Indicate by check 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 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 [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]



         As of May 14, 2004, the number of shares outstanding of the issuer's
common stock, $.01 par value, was 27,758,802.





                                EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-Q/A for the quarter ended March 31, 2004,
is being filed to correct errors by the Company's printer, which inadvertently
omitted (a) the number of the Company's outstanding shares as required on the
cover page, as noted above, and (b) the correct numbering of the Table of
Contents.

                              HOLLYWOOD MEDIA CORP.

                                TABLE OF CONTENTS




                                                                                                   PAGE(S)
                                                                                                    
PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

              Condensed Consolidated Balance Sheets as of March 31, 2004
              (unaudited) and December 31, 2003                                                        2

              Condensed Consolidated Statements of Operations (unaudited) for the
              Three Months ended March 31, 2004 and 2003 (restated)                                    3

              Condensed Consolidated Statement of Shareholders' Equity (unaudited)
              for the Three Months ended March 31, 2004                                                4

              Condensed Consolidated Statement of Cash Flows (unaudited) for
              the Three Months ended March 31, 2004 and 2003
              (restated)                                                                               5

              Notes to Condensed Consolidated Financial Statements (unaudited)                       6-20

ITEM 2        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                         21-35

ITEM 3        QUANTITATIVE AND QUALITATIVE DISCLOSURES
              ABOUT MARKET RISK                                                                       35

ITEM 4        CONTROLS AND PROCEDURES                                                               35-36

PART II   OTHER INFORMATION

ITEM 1        LEGAL PROCEEDINGS                                                                     36-38

ITEM 2        CHANGES IN SECURITIES AND USE OF PROCEEDS                                               38

ITEM 6        EXHIBITS AND REPORTS ON FORM 8-K                                                        39

Signatures                                                                                            40





                                   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.


                                          HOLLYWOOD MEDIA CORP.

Date:   May 17, 2004                 By:  /s/ Mitchell Rubenstein
                                          --------------------------------------
                                          Mitchell Rubenstein, Chief Executive
                                          Officer (Principal executive officer)


Date:   May 17, 2004                 By:  /s/ Scott Gomez
                                          --------------------------------------
                                          Scott Gomez, Vice President of Finance
                                          and Accounting (Principal accounting
                                          officer)