SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB

(Mark One)
[x]  Quarterly Report under Section 13 or 15 (d) of the
     Securities Exchange Act of 1934

For the quarterly period ended January 14, 1996

                               OR
                                
[  ] Transition Report Pursuant to Section 13 Or 15 (D) of the
     Securities Exchange Act Of 1934

Commission file number 0-12701

For the transition period from _____________ to _____________

                  -----------------------------

                           CUCOS INC.
                                
(Exact name of small business issuer as specified in its charter)

            LOUISIANA                          72-0915435
 (State or other jurisdiction of              (IRSEmployer
  incorporation or organization)          Identification No.)

110 Veterans Blvd., Suite 222, Metairie, Louisiana70005
   (Address of principal executive offices)     (Zip Code)

Issuer's telephone number, including area code--504-835-0306

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
post  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:
2,113,747 shares of common stock, no par value, as of January 31,
1996.

Transitional Small Business Disclosure Format (check one):

Yes [   ] No [ X ]
                           CUCOS INC.

NOTES TO FINANCIAL STATEMENTS  (UNAUDITED)

1.   The Company:  Cucos Inc. (the "Company") owns and franchises
     Mexican restaurants under the name "Cucos".  At January  14,
     1996,  fifteen Company-owned restaurants and four franchised
     restaurants were in operation.  At the end of the Comparable
     Quarter,  there  were  fifteen  company-owned  and  thirteen
     franchised restaurants in operation.

2.   Fiscal  Year:   The  Company uses  a  52/53  week  year  for
     financial reporting purposes with the Company's fiscal  year
     ending  on  the  Sunday closest to June  30  of  each  year.
     Fiscal  1996 will end on June 30, 1996, and will consist  of
     one  sixteen-week quarter ending October 22, 1995, and three
     twelve-week quarters ending January 14, 1996, and  April  7,
     1996,  and June 30, 1996.  Fiscal 1995 and fiscal  1996  are
     both 52 week years.

3.   The  accompanying unaudited financial statements  have  been
     prepared in accordance with the rules and regulations of the
     Securities and Exchange Commission.  Certain information and
     footnote  disclosures  normally included  in  the  financial
     statements  have  been omitted pursuant to  such  rules  and
     regulations.    It   is  suggested  that   these   financial
     statements be read in conjunction with the Company's  Annual
     Report  for  the  fiscal year ended July 2,  1995.   In  the
     opinion  of  management, these financial statements  contain
     all normal recurring adjustments necessary to fairly present
     the  financial  results  for the  twenty-eight  weeks  ended
     January  14,  1996.  Operating results for the period  shown
     are  not  necessarily  indicative of the  operating  results
     expected for the full fiscal year ending June 30, 1996.

4.   On July 28, 1995, the Company issued $500,000 of zero-coupon
     convertible  unregistered  Notes  due  June  30,  2015  (the
     "Notes").    The  Notes  do  not  bear  interest   and   are
     convertible  into  527,983 shares of  the  Company's  common
     stock.   The Notes are not convertible for five years except
     under  certain conditions primarily relating to the sale  or
     change in control of the Company.  The Notes are secured  by
     an  assignment of one of the Company's restaurant leases and
     a  lien  on the Company's tangible personal property located
     at  that  restaurant.  The proceeds were  used  for  working
     capital purposes.

5.   During the Comparable Quarter, there were charges associated
     with  the  estimated  expenses of  the  future  closure  and
     disposal  of four franchised restaurants currently subleased
     to  franchisees  (the Closing Charge).  The  Closing  Charge
     included a $447,292 reserve established for rental costs for
     which  the  Company will be responsible during the  sale  or
     sublease  process.   The  Closing  Charge  also  included  a
     $98,267 reserve for asset impairment for the two restaurants
     where management believes it may not be able to recover  all
     of  its costs over the remainder of the lease.  In addition,
     the Closing Charge included a $170,610 provision for amounts
     believed to be uncollectible from the franchisees due to the
     closures.
                                
              ITEM 2.  MANAGEMENT'S DISCUSSION AND
    ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

Revenues  and  earnings increased for the 12 weeks ended  January
14,  1996  (the  "Current Quarter"), and for the 28  weeks  ended
January  14, 1996 (the "Current First Half").  Revenues increased
8.1%  to  $4,740,012, from $4,382,936 for the twelve weeks  ended
January  15, 1995 (the "Comparable Quarter").  Revenues  for  the
Current First Half increased 7.2% to $11,109,028 from $10,361,701
for  the  28 weeks ended January 15, 1995 (the "Comparable  First
Half").   Net Income of $5,673 ($.00 per share) resulted  in  the
Current  Quarter  compared to a net loss of  $889,971  ($.42  per
share)  in  the Comparable Quarter.  Net Income for  the  Current
First Half was $9,064 ($.00 per share) compared to a net loss  of
$1,121,840 ($.53 per share) in the Comparable First Half.

Sales of Food and Beverages for the Current Quarter increased  to
$4,623,581,  up  10.5%,  from $4,182,710  during  the  Comparable
Quarter.  The formula of remodeling, television advertising,  and
lower prices is working.  During the last half of fiscal 1995 and
first  half  of fiscal 1996, six remodels were completed.   These
remodels in conjunction with a new television campaign and  lower
prices  resulted in  sales per company-owned restaurant advancing
by  10.5%  during the Current Quarter.  Restaurant level  profits
advanced  to  $615,017  in the Current  Quarter,  up  36.5%  from
$450,597  in the Comparable Quarter, also primarily due to  these
factors.

Sales  of Food and Beverages for the Current First Half increased
9.7% to $10,834,073 from $9,876,128 in the Comparable First Half.
Sales  increased  primarily  due  to  the  reasons  noted  above.
Restaurant  level  profits for the Current First  Half  increased
21.4%  to  $1,438,003 compared to $1,184,741  in  the  Comparable
First Half.

Franchise Fees and Royalties declined to $43,845 from $103,994 in
the  Comparable Quarter.  The decrease is primarily due to having
fewer   franchised  restaurants.   There  were  four   franchised
restaurants  in  operation  at the end  of  the  Current  Quarter
compared to thirteen franchised restaurants in operation  at  the
end of the Comparable Quarter.

Franchise Fees and Royalties for the Current First Half decreased
to  $100,867 from $223,646 in the Comparable First Half primarily
due to having fewer franchised restaurants.  License fee revenues
were  zero in the Current First Half compared to $31,609  in  the
Comparable First Half.  No franchised restaurants opened  in  the
Current First Half compared to two in the Comparable First Half.

Total  Restaurant Expenses increased 7.4% to  $4,008,564  in  the
Current   Quarter  from  $3,732,113  in  the  Comparable  Quarter
primarily due to increased sales and guest counts in the  Current
Quarter compared to the Comparable Quarter.   A brief summary  of
the  various components of Restaurant Expenses as they relate  to
Restaurant  Sales for the Current Quarter versus  the  Comparable
Quarter follows:

                                           Current     Comparable
     Description                           Quarter       Quarter
                                              
     Cost of Sales                         27.18%         25.85%
     Restaurant Labor and Benefits         33.48%         34.17%
     Other Operating Expenses              15.73%         17.08%
     Occupancy Costs                       10.31%         12.13%
     Total Restaurant Expenses             86.70%         89.23%

Cost  of sales as percent of sales of Food and Beverage increased
1.33%  due  to  a  lower  sales price per  guest  and  food  cost
inflation.  Restaurant labor and benefits was virtually the  same
as  the  prior  year.   Other operating  expenses  which  include
utilities, advertising, etc. were higher than the prior year  due
to  higher  media  advertising, but declined as a  percentage  of
sales  due to the semi-fixed nature of these expenses.  Occupancy
costs  declined in both absolute terms and as a percent of  sales
primarily  due to savings in insurance costs and real estate  and
personal property taxes.

Total  Restaurant Expenses increased 8.1% to  $9,396,070  in  the
Current  First Half from $8,691,387 in the Comparable First  Half
primarily due to having higher guest counts.  A brief summary  of
the  various components of Restaurant Expenses as they relate  to
Restaurant Sales for the Current First Half versus the Comparable
First Half follows:

                                           Current     Comparable
     Description                           Quarter       Quarter
                                              
     Cost of Sales                         26.78%         25.64%
     Restaurant Labor and Benefits         33.05%         33.96%
     Other Operating Expenses              16.56%         16.62%
     Occupancy Costs                       10.34%         11.78%
     Total Restaurant Expenses             86.73%         88.00%

Operations  and  Franchise  Expenses  for  the  Current   Quarter
declined  to  $296,973  in  the Current Quarter  from  $1,061,348
recorded  in the Comparable Quarter.   Included in the Comparable
Quarter  were charges associated with the estimated  expenses  of
the  future  closure and disposal of four franchised  restaurants
previously  subleased to franchisees (the Closing  Charge).   The
Closing Charge in the prior year included a $447,292 reserve  for
rental costs for which the Company will be responsible during the
sale  or  sublease process.  The Closing Charge also  included  a
$98,267 reserve for asset impairment for the two restaurants  and
a  $170,610  provision for amounts believed to  be  uncollectible
from  the  franchisees  due to closures. There  were  no  similar
charges during the Current Quarter.

Operations  and franchise expenses decreased to $682,226  in  the
Current  First Half from $1,592,247 in the Comparable First  Half
primarily due to the reasons noted above.

Corporate Expenses for the Current Quarter declined by  14.4%  to
$334,657 from $390,958 in the Comparable Quarter primarily due to
corporate level cost savings actions, including an 8.0% reduction
in  administrative staff and a 10.0% salary decrease for officers
and  supervisors.  Corporate Expenses for the Current First  Half
declined 15.1% to $802,177 from $944,305 in the Comparable  First
Half.

Interest  Expense  for the Current Quarter increased  to  $99,145
from  $88,488 in the Comparable Quarter primarily due  to  higher
debt  levels.   Interest  Expense  for  the  Current  First  Half
increased to $219,491 from $210,045 in the Comparable First  Half
for the same reason.


LIQUIDITY AND CAPITAL RESOURCES

At  January  14, 1996, the Company had cash and cash  equivalents
and  certificates of deposit of $808,999 compared to $599,740  at
the  end of fiscal 1995 and $522,582 at the end of the Comparable
Quarter.

The  current  ratio  was .68 at the end of  the  Current  Quarter
compared to .61 at the end of fiscal 1995 and .71 at the  end  of
the  Comparable  Quarter.   Included in current  liabilities  are
notes  payable  to  banks for remodeling  expenditures  of  about
$150,000,  a  part  of  which  the Company  anticipates  it  will
refinance during the Third or Fourth Quarter.

Long-term Debt decreased to $2,666,912 at the end of the  Current
Quarter compared to $2,838,359 at the end of the fiscal year  and
decreased  from $2,681,160 at the end of the Comparable  Quarter.
The  long-term debt/equity ratio decreased to 1.20 to 1.00 in the
Current Quarter from 1.26 to 1.00 at the end of the fiscal  year.
This ratio was 1.01 to 1.00 at the end of the Comparable Quarter.
Management expects this ratio to increase further by fiscal  year
end  due  to refinancing one of the Company's short-term  remodel
lines  from short-term to long-term, and new long-term  debt  for
the  Company's  new restaurant which will open during  the  Third
Quarter.

Since  its inception in 1981, the Company's principal sources  of
capital  have been the funds provided by operations,  funds  from
offerings   of   common  stock,  and  proceeds   from   long-term
borrowings.   The  Company's capital budget for normal  recurring
equipment replacement and refurbishing is approximately $325,000,
annually.

To  fund  expansion  and major remodels of its  restaurants,  the
Company  will  rely  primarily  on  landlord  financing  and  the
issuance  of  long-term debt in the form of  long-term  notes  or
capital leases.


PROSPECTIVE INFORMATION

The  Company's  positive sales and restaurant profit  comparisons
versus the prior year attributable to the strategies noted  above
are  expected  to  continue  during  the  second  half  of  1996.
However,  during  the  first three weeks of  the  Third  Quarter,
weather  conditions  caused temporary closures  of  a  number  of
company-owned  restaurants.  Management  estimates  the  loss  of
sales  to be about $60,000 with resulting loss profits of $30,000
-  $36,000.   Although management does not  know  for  sure,  the
impact  of  the inclement weather may cause a loss for the  Third
Quarter.

The  new company-owned restaurant previously discussed will  open
on  or  about March 7, 1996, which will result in about six weeks
of sales and profit impact during the Third Quarter.

In  addition,  since the end of the Second Quarter,  a  new  area
development agreement was granted in Mississippi.  The  franchise
has  projected  that one of the two restaurants to  be  developed
will be open before the end of the fiscal year.


Part I--Financial Information

ITEM I.  FINANCIAL STATEMENTS


                           CUCOS INC.
                         BALANCE SHEETS

                                                       Jan. 14,     July 2,
                                                         1996         1995
                                                      UNAUDITED         
Assets                                                                        
Current Assets                                                                
  Cash and Cash Equivalents                              $775,999     $566,740
  Certificates of Deposit                                  33,000       33,000
  Receivables:                                                                
     Trade                                                570,558      616,470
     Due from affiliates                                  249,047      233,942
     Notes receivable from franchisees                     14,787       28,864
     Less allowance for doubtful accounts               (186,760)    (194,034)
                                                          647,632      685,242

  Inventories                                             222,204      219,653
  Prepaids, deferred taxes and other current assets       399,374      302,511
  Property held for resale                                171,972      217,210
     TOTAL CURRENT ASSETS                               2,250,181    2,024,356

Deferred Taxes and Noncurrent Receivables                 251,019      276,737

Property, Equipment and Other                                                 
  Land                                                    327,000      327,000
  Property and equipment                                4,696,789    4,300,009
  Building and leasehold improvements                   4,529,465    4,275,063
  Reacquired franchise rights                             528,896      528,896
                                                       10,082,150    9,430,968

  Less accumulated depreciation and amortization        4,185,366    3,586,795
                                                        5,896,784    5,844,173

Investment in LaMexiCo, L.L.C.                            246,389      249,053

Deferred Cost, less accumulated amortization              106,038       25,113
                                                      $ 8,750,411  $ 8,419,432

Liabilities and Shareholders' Equity                                          
Current Liabilities                                                           
  Notes payable to bank                                 $ 345,000    $ 313,725
  Trade accounts payable                                1,652,852    1,469,585
  Accrued expenses and other                              441,094      564,752
  Accrued payroll                                         177,054      185,133
  Current portion of long-term debt                       708,581      787,530
     TOTAL CURRENT LIABILITIES                          3,324,581    3,320,725

Long-Term Debt, less current portion                    2,666,918    2,838,359
Convertible Debenture-Non Interest Bearing                500,000            -
Deferred Revenue                                              500       11,000
Shareholder's Equity                                                          
  Preferred Stock, no par value - 1,000,000 shares
     authorized, non issued or outstanding                      -            -
  Common Stock, no par value - 20,000,000 shares                              
     authorized, 2,113,747 shares issued and                                  
     outstanding at January 14, 1996 and July 2,1995    4,745,585    4,745,585
  Additional paid-in capital                               67,849       67,849
  Retained earnings (deficit)                         (2,555,024)  (2,564,086)

     TOTAL SHAREHOLDERS' EQUITY                         2,258,410    2,249,348
                                                       $8,750,411   $8,419,432

SEE NOTES TO FINANCIAL STATEMENTS

Part I--Financial Information

                           CUCOS INC.
                    STATEMENTS OF CASH FLOWS
                            UNAUDITED


                                               28 Weeks    28 Weeks
                                                Ended        Ended
                                               Jan. 14,    Jan. 15,
                                                 1996        1995
                                                          
OPERATING ACTIVITIES                                      
 Net Income                                       $9,064  $(1,121,840)
 Adjustments to Reconcile Net Income to                              
   Net Cash Provided (Used) by Operating                             
   Activities:
     Depreciation and Amortization               447,128      496,876
     Deferred Income Taxes                             0       45,557
     Deferred Revenue                           (10,500)     (57,667)
     Loss (Gain) on Sale of Assets                     0      (1,142)
     Changes in Operating Assets and
       Liabilities                                50,902      390,121
                                                                     
NET CASH PROVIDED                                                    
 BY OPERATING ACTIVITIES                         496,594    (248,095)
                                                                     
INVESTING ACTIVITIES                                                 
 Purchases of Property and Equipment           (501,199)    (576,319)
 Investment in LaMexiCo, L.L.C.                 ( 2,664)       10,111
 Proceeds From Sale of Assets                          0      346,838
 Net (Additions) Reductions to Deferred
   Costs and Other                              (64,357)       75,728
                                                                     
NET CASH USED IN INVESTING ACTIVITIES          (568,220)    (143,642)
                                                                     
FINANCING ACTIVITIES                                                 
 Proceeds from Borrowings                        904,887    1,351,357
 Principal Payments on Borrowings              (624,002)  (1,084,873)
                                                                     
NET CASH PROVIDED BY FINANCING ACTIVITIES        280,885      266,484
                                                                     
INCREASE (DECREASE) IN CASH AND CASH                                 
EQUIVALENTS                                      209,259    (125,253)
                                                                     
CASH AND CASH EQUIVALENTS AT                                         
 BEGINNING OF PERIOD                             566,740      614,835
                                                                     
CASH AND CASH EQUIVALENTS AT END OF                                  
 PERIOD                                         $775,999     $489,582

Part I--Financial Information

<TABLE>
                           CUCOS INC.
                     STATEMENT OF OPERATIONS
                            UNAUDITED

<CAPTION>
                                          12 Weeks     12 Weeks      28 Weeks      28 Weeks
                                           Ended         Ended         Ended        Ended
                                        January 14,   January 15,   January 14,  January 15,
                                            1996         1995          1996          1995
<S>                                       <C>          <C>           <C>           <C>       
Revenues:                                                                        
  Sales of Food and Beverages              4,623,581    $4,182,710    10,834,073   $9,876,128
  Franchise Fees and Royalties                43,845       103,994       100,867      223,646
  Commissary, Rent & Other Income             72,586        96,232       174,088      261,927
  Total Revenues                           4,740,012     4,382,936    11,109,028   10,361,701
                                                                                             
Costs and Expenses:                                                                          
  Cost of Sales                            1,256,818     1,081,028     2,901,763    2,532,705
  Restaurant Labor and Benefits            1,547,752     1,429,310     3,581,018    3,353,732
  Other Operating Expenses                   727,474       714,394     1,793,768    1,641,473
  Occupancy Costs                            476,520       507,381     1,119,521    1,163,477
  Total Restaurant Operating Expenses      4,008,564     3,732,113     9,396,070    8,691,387
                                                                                             
  Operating and Franchise Expenses           296,973     1,061,348       682,226    1,592,247
  Corporate Expenses                         334,657       390,958       802,177      944,305
  Interest Expense                            94,145        88,488       219,491      210,045
                                                                                             
Income  (Loss) Before Cumulative Effect                                                      
of Accounting Change                           5,673     (889,971)         9,064  (1,076,283)
                                                                                             
Income Taxes                                       0             0             0       45,557
                                                                                             
Income (Loss)                                  5,673     (889,971)         9,064  (1,121,840)
                                                                                             
NET INCOME (LOSS)                             $5,673    ($889,971)        $9,064 $(1,121,840)
                                                                                             
Weighted Shares Outstanding                2,641,730     2,113,747     2,641,730    2,113,747
                                                                                             
INCOME PER SHARE:                                                                            
  Net Income (Loss) Per Share                   $.00        ($.42)          $.00       ($.53)
</TABLE>

Part II-Other Information



ITEM 1.   LEGAL PROCEEDINGS.

          None, except as previously reported.

ITEM 2.   CHANGES IN SECURITIES.

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None

ITEM 5.   OTHER INFORMATION.

          None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

           a.  Exhibits.

               1.   27 - Financial Data Schedule

           b.  Reports on Form 8-K.
               None.

                        INDEX TO EXHIBITS
                                
                                
          The following exhibit is filed with this Quarterly
Report or is incorporated herein by reference:

Exhibit Number           Title
                         
     27                  Financial Data Schedule

                           CUCOS INC.


                            SIGNATURE


          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.


                           CUCOS INC.
                          (Registrant)



                                   Thomas J. Sandeman

Date February 27, 1996             By:
                                   Thomas J. Sandeman
                                   Vice President-Finance and
                                   Treasurer, Chief Financial Officer