UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                            FORM 10-Q


(Mark One)
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended August 30, 1998
                                _____________________
                               OR

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to_____________

Commission file number  1-10046
                       __________


                       TCBY ENTERPRISES, INC.
__________________________________________________________
(Exact name or registrant as specified in its charter)


Delaware                                  71-0552115
__________________________________________________________
(State of other jurisdiction of        (I.R.S. Employer
 incorporation or organization)       Identification No.)


425 West Capitol Avenue   Little Rock, Arkansas   72201
_________________________________________________________
(Address of principal executive offices)      (Zip Code)


                           (501) 688-8229               
_________________________________________________________
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has  filed
all reports  required  to be  filed  by Section  13  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 ___


On September 30, 1998 there were 23,119,269 shares of the
registrant's common stock outstanding.


                                Sequential Page No. 1


<TABLE>
                      TABLE OF CONTENTS
<CAPTION>
PART I.   FINANCIAL INFORMATION
                                                                 Page
<S>       <C>                                                    <C>
Item 1.   Financial Statements (Unaudited)

          Consolidated Balance Sheets
          August 30, 1998 and November 30, 1997                    3

          Consolidated Statements of Operations
          Quarter ended and nine months ended
          August 30, 1998 and August 31, 1997                      5

          Consolidated Statements of Cash Flows
          Nine months ended August 30, 1998 and
          August 31, 1997                                          6

          Notes to Consolidated Financial Statements 
          August 30, 1998                                          7


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                     10


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings                                       18

Item 5.   Other Information                                       18

Item 6.   Exhibits and Reports on Form 8-K                        18


SIGNATURES                                                        19
</TABLE>


                                Sequential Page No. 2



                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)





<TABLE>
<CAPTION>

                                              August 30,        November 30,
                                                 1998               1997   
                                            ________________________________
<S>                                         <C>                <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                  $ 15,803,497       $ 19,693,693
 Short-term investments                        3,127,614          2,406,045
 Receivables:
  Trade accounts                              14,236,729          8,750,207
  Notes                                        2,097,285          2,127,328
  Allowance for doubtful accounts
   and impaired notes                           (810,615)          (833,447)
                                            _____________      _____________
                                              15,523,399         10,044,088

 Refundable income taxes                            -                12,472
 Deferred income taxes                           708,269          1,086,406
 Inventories                                  13,385,718         10,679,231
 Prepaid expenses and other assets             1,375,551          1,549,643
 Assets held for sale                            754,652            754,652
                                            _____________      _____________
    TOTAL CURRENT ASSETS                      50,678,700         46,226,230

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,534,307          2,866,820
 Buildings                                    23,306,677         23,753,155
 Furniture, vehicles, and equipment           45,810,329         49,987,506
 Leasehold improvements                        3,603,219          3,625,054
 Allowance for depreciation                  (38,709,941)       (39,891,253)
                                            _____________      _____________
                                              36,544,591         40,341,282
OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful notes of
  $7,687,906 in 1998 and $7,741,180
  in 1997)                                     4,696,650          5,495,337
 Intangibles (less amortization of
  $2,160,647 in 1998 and $1,964,433 
  in 1997)                                     4,303,943          4,326,193
 Other                                         2,910,282          2,875,354
                                            _____________      _____________
                                              11,910,875         12,696,884
                                            _____________      _____________
    TOTAL ASSETS                            $ 99,134,166       $ 99,264,396
                                            =============      =============


</TABLE>
See notes to consolidated financial statements.

                            Sequential Page No. 3


TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>

                                              August 30,       November 30,
                                                 1998              1997    
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  3,105,837       $  1,910,414
 Accrued expenses                              5,705,460          6,612,146
 Income taxes payable                          1,879,435               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________
    TOTAL CURRENT LIABILITIES                 13,862,180         11,694,008

LONG-TERM DEBT, less current portion           3,745,496          6,298,008

DEFERRED INCOME TAXES                          3,096,638          3,846,858

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Preferred stock, par value $.10 per share;
  authorized 2,000,000 shares                       -                  -
 Common stock, par value $.10 per share;
  authorized 50,000,000 shares;
  issued - 1998 - 27,718,643; 
  1997 - 27,095,620                            2,771,864          2,709,562
 Additional paid-in capital                   29,816,602         25,761,424
 Retained earnings                            75,654,406         69,216,099
                                            _____________      _____________   
                                             108,242,872         97,687,085

 Less treasury stock, at cost (4,599,374
  shares in 1998 and 3,515,269 in 1997)      (29,813,020)       (20,261,563)
                                            _____________      _____________
    TOTAL STOCKHOLDERS' EQUITY                78,429,852         77,425,522
                                            _____________      _____________
    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                 $ 99,134,166       $ 99,264,396
                                            =============      =============

</TABLE>
See notes to consolidated financial statements.

                            Sequential Page No. 4


TCBY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
 
                                 Quarter Ended                     Nine Months Ended
                          August 30,       August 31,         August 30,      August 31,
                             1998             1997               1998            1997                
            _____________________________________________________________________________
<S>                      <C>              <C>               <C>             <C>
Sales                    $28,791,737      $30,018,752       $ 72,604,389    $ 72,706,284
Cost of sales             18,765,675       19,782,608         48,197,198      48,495,096
                         ____________     ____________      _____________   _____________
  GROSS PROFIT            10,026,062       10,236,144         24,407,191      24,211,188

Franchising revenues:
 Initial franchise and
  license fees               490,986          693,625          1,851,841       2,911,711
 Royalty income            3,585,705        3,425,530          8,518,313       8,175,636
                         ____________     ____________      _____________   _____________
                           4,076,691        4,119,155         10,370,154      11,087,347
                         ____________     ____________      _____________   _____________            
                          14,102,753       14,355,299         34,777,345      35,298,535

 Selling, general, and
  administrative 
  expenses                 7,797,861        7,863,239         22,421,305      23,848,287
                         ____________     ____________      _____________   _____________
  INCOME FROM 
   OPERATIONS              6,304,892        6,492,060         12,356,040      11,450,248

Other income (expense):
 Interest expense           (128,220)        (189,762)          (433,535)       (582,663)
 Interest income             254,254          284,055            872,021         830,760
 Other income              2,169,178           67,721          2,273,085         150,561
                         ____________     ____________      _____________   _____________
                           2,295,212          162,014          2,711,571         398,658
                         ____________     ____________      _____________   _____________
  INCOME BEFORE
   INCOME TAXES            8,600,104        6,654,074         15,067,611      11,848,906

Income tax expense         2,924,037        2,328,928          5,122,988       4,147,119
                         ____________     ____________      _____________   _____________  
NET INCOME               $ 5,676,067      $ 4,325,146       $  9,944,623    $  7,701,787
                         ============     ============      =============   =============

Earnings per share:
  Basic                  $      0.25      $      0.18       $       0.43    $       0.32 
                         ============     ============      =============   =============
  Diluted                $      0.24      $      0.18       $       0.41    $       0.32 
                         ============     ============      =============   =============

Weighted Average Shares
  Outstanding
  Basic                   23,130,874       23,880,545         23,289,571      24,168,000
                         ============     ============      =============   =============

  Diluted                 23,872,098       24,318,308         24,064,802      24,387,578
                         ============     ============      =============   =============
Cash Dividends Paid Per 
  Share                  $      0.05      $      0.05       $       0.15    $       0.15
                         ============     ============      =============   =============

</TABLE>
See notes to consolidated financial statements.

                             Sequential Page No. 5

TCBY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                 August 30,         August 31,
                                                    1998               1997  
                                                _______________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
 Net income                                    $  9,944,623       $  7,701,787
 Adjustments to reconcile net income to net
   cash provided by operating activities:
  Depreciation                                    3,102,444          3,798,016
  Amortization of intangibles                       196,214            167,048
  Provision for doubtful accounts and 
   impaired notes                                    49,497             47,097
  Deferred income taxes (benefits)                 (372,083)           962,939
  Tax benefit from exercise of stock options        760,000               -
  Gain on sales of property and equipment        (2,140,740)           (40,710)
  Changes in operating assets and liabilities:
   Receivables                                   (5,514,077)        (6,260,345)
   Inventories                                   (2,706,487)           683,651 
   Prepaid expenses                                 142,292            283,613 
   Intangibles and other assets                    (277,050)          (705,002)
   Accounts payable and accrued expenses            (56,263)         2,495,970
   Income taxes                                   1,891,907          1,838,681
                                               _____________      _____________
    NET CASH PROVIDED BY OPERATING ACTIVITIES     5,020,277         10,972,745

INVESTING ACTIVITIES
 Purchases of property, plant, and equipment     (1,546,343)        (1,539,386)
 Proceeds from sales of property and equipment    4,826,288             57,624
 Origination of notes receivable                   (436,204)          (767,194)
 Principal collected on notes receivable          1,220,160          1,791,132
 Purchases of short-term investments             (1,455,648)          (720,001)
 Proceeds from maturity of short-term
  investments                                       734,079            800,000
                                               _____________      _____________
    NET CASH PROVIDED BY (USED IN)
      INVESTING ACTIVITIES                        3,342,332           (377,825)

FINANCING ACTIVITIES
 Proceeds from sale of common stock               3,357,480            118,203
 Dividends paid                                  (3,506,316)        (3,634,831)
 Purchases of treasury stock                     (9,551,457)        (3,901,872)
 Principal payments of long-term debt            (2,552,512)        (2,378,586)
                                               _____________      _____________
    NET CASH USED IN FINANCING ACTIVITIES       (12,252,805)        (9,797,086)
                                               _____________      _____________
    (DECREASE) INCREASE IN CASH AND 
       CASH EQUIVALENTS                          (3,890,196)           797,834 

Cash and cash equivalents at beginning
 of period                                       19,693,693         14,919,008
                                                _____________      _____________
    CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $ 15,803,497       $ 15,716,842
                                                =============      =============

</TABLE>
See notes to consolidated financial statements.


                             Sequential Page No. 6

TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
August 30, 1998

NOTE A -- FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements
have been  prepared in  accordance with  generally  accepted
accounting principles for interim financial information  and
with the  instructions  to  Form  10-Q  and  Article  10  of
Regulation S-X.  Accordingly, they do not include all of the
information and  footnotes  required by  generally  accepted
accounting principles for complete financial statements.  In
the opinion of  management, all  adjustments (consisting  of
normal recurring accruals) considered  necessary for a  fair
presentation have been included.  Operating results for  the
quarter and  nine  months  ended August  30,  1998  are  not
necessarily indicative of the  results that may be  expected
for  the  year  ended  November  29,  1998.    For   further
information, refer to the consolidated financial  statements
and footnotes  thereto  included  in  the  Company's  annual
report on Form 10-K for the year ended November 30, 1997.

NOTE B -- EARNINGS PER SHARE

The following table sets forth the computation of basic and
diluted earnings per share:

<TABLE>
<CAPTION>
                                        Quarter Ended                Nine Months Ended
                                  August 30,      August 31,      August 30,     August 31,
                                     1998            1997            1998           1997  
                                  __________      __________      __________     __________
<S>                              <C>             <C>             <C>            <C>
Numerator:

  Net Income                     $ 5,676,067     $ 4,325,146     $ 9,944,623    $ 7,701,787
                                 ===========     ===========     ===========    ===========
Denominator:

  Denominator for basic earnings
  per share -- weighted-average
  shares                          23,130,874     23,880,545       23,289,571     24,168,000

  Potential dilutive effect of
  employee stock options             741,224        437,763          775,231        219,578
                                  __________     __________       __________     __________
  Denominator for diluted earnings
  per share -- weighted-average
  shares and assumed conversions  23,872,098     24,318,308       24,064,802     24,387,578
                                  ==========     ==========       ==========     ==========

  Basic earnings per share             $0.25          $0.18            $0.43          $0.32
                                  ==========     ==========       ==========     ==========

  Diluted earnings per share           $0.24          $0.18            $0.41          $0.32
                                  ==========     ==========       ==========     ==========

</TABLE>

During the  third  quarters of  1998  and 1997,  there  were
outstanding options to purchase 59,771 and 425,185 shares of
common stock, respectively,  that were not  included in  the

                             Sequential Page No. 7


computation  of  diluted  earnings  per  share  because  the
options' exercise  prices  were  greater  than  the  average
market price  of the  common shares,  therefore, the  effect
would be antidilutive.   For the first  nine months of  1998
and 1997,  the number  of shares  excluded were  62,804  and
1,206,252, respectively.

NOTE C -- INVENTORIES

<TABLE>
<CAPTION>
                                   August 30,     November 30,
                                      1998            1997   
                                  ___________     ____________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 5,338,009     $ 4,307,719

Finished food products
  and other food products           4,941,178       2,929,034

Equipment and other products        3,106,531       3,442,478
                                  ___________     ____________
                                  $13,385,718     $10,679,231
                                  ===========     ============ 

</TABLE>

NOTE D -- ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                   August 30,     November 30,
                                      1998            1997   
                                  ___________     ____________
<S>                               <C>             <C>
Rent                              $   607,565     $   662,224
Compensation                        2,033,549       2,534,394
Other                               3,064,346       3,415,528
                                  ___________     ____________
                                  $ 5,705,460     $ 6,612,146
                                  ===========     ============ 

</TABLE>

NOTE E -- CONTINGENCIES

A customer for whom  Americana Foods produces private  label
products has  asserted  a  claim  alleging  damages  due  to
production defects.    Immediate and  voluntary  recalls  of
limited quantities of product were undertaken in 1997.   The
Company believes sufficient insurance  coverage is in  place
to cover any  potential damages over  the uninsured  portion
which  was  accrued in fiscal 1997;  however,  the insurance
carrier, while  offering a substantial settlement, does not
completely  accept  coverage  and  the Company has initiated
litigation to confirm coverage.

Other  than  as  set  forth  above,  there  is  no  material
litigation pending against the  Company.  Various legal  and
administrative proceedings are  pending against the  Company
which are incidental to  the business of  the Company.   The
ultimate legal  and financial  liability of  the Company  in
connection with such  proceedings and  that discussed  above
cannot  be  estimated  with   certainty,  but  the   Company
believes, based upon its  examination of these matters,  its
experience to date, and its discussions with legal  counsel,
that resolution of these  proceedings will have no  material
adverse  effect  upon  the  Company's  financial  condition,

                             Sequential Page No. 8

either individually  or in  the  aggregate; of  course,  any
substantial loss  pursuant to  any litigation  might have  a
material adverse impact upon results  of operations in the   
quarter or year  in which it  were to be  incurred, but  the
Company cannot estimate the range of any reasonably possible
loss.

                              Sequential Pagne No. 9



ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company's  total sales  for the  third quarter  of  1998
decreased four percent over  the same period  in 1997.   For
the first nine months of 1998, sales were comparable to  the
same period  in  1997.    The  Company  has  realized  sales
benefits  from  its  continued  development  of   co-branded
locations.  However, 1997  sales include several items  that
impact the comparison to current revenues, including:  sales
of approximately $2.5 million to a private label customer on
a one-time basis  and  sales  of approximately $1.2  million
from  Carlin   Manufacturing,   Inc.  ("Carlin"),   a   TCBY
subsidiary which  was sold  in July,  1997.   The  following
table sets  forth sales  by  category within  the  Company's
primary segments (food products and equipment) of operation:


<TABLE>
<CAPTION>

(dollars in thousands)
                                   Quarter Ended                      Nine Months Ended
                      August 30, 1998     August 31, 1997    August 30, 1998    August 31, 1997
                      ________________    ________________   ________________   _______________
                       Sales       %       Sales       %      Sales       %      Sales       %
                      ________   _____    ________   _____   ________   _____   ________   ____
<S>                   <C>        <C>      <C>        <C>     <C>        <C>     <C>        <C>
Food Products:
 "TCBY"(registered) Frozen 
  Product sales for
  distribution to
  "TCBY"(registered) 
  locations           $15,021     52%     $15,415     51%    $37,829     52%    $38,841     53%
 Sales of specialty
  products              9,005     32%       9,786     33%     21,152     29%     20,155     28%
                      ________   _____    ________   _____   ________   _____   ________   ____
                       24,026     84%      25,201     84%     58,981     81%     58,996     81%

Equipment:
 Sales by the 
  Company's equip-
  ment distributor      4,357     15%       4,345     14%     12,424     17%     11,094     15%
 Sales of manufac-
  tured specialty
  vehicles               -         -            1      0%       -         -       1,228      2%
                      ________   _____    ________   _____   ________   _____   ________   ____
                        4,357     15%       4,346     14%     12,424     17%     12,322     17%
Other                     409      1%         472      2%      1,199      2%      1,388      2%
                      ________   _____    ________   _____   ________   _____   ________   ____
Total Sales           $28,792    100%     $30,019    100%    $72,604    100%    $72,706    100%
                      =======    ====     =======    ====    =======    ====    =======    ====

</TABLE>


Sales from the Company's  food products segment include  (i)
wholesale sales of frozen yogurt  and ice cream products  to
ProSource  Distribution  Services   and  other   foodservice
distributors, which distribute yogurt, ice cream, and  other
products to  "TCBY"(registered) stores  and  non-traditional
locations, and sales to international master franchisees  of
frozen  products   and  proprietary   ingredients  for   the
manufacture of frozen products in the countries that produce
locally,  and  (ii)   sales  of  "TCBY"(registered)   frozen
packaged products and other specialty dairy food products to
customers  including   supermarkets,   convenience   stores,

                             Sequential Page No. 10


dairies, foodservice distributors, club stores, and  private
label suppliers.  

Wholesale sales  of frozen  yogurt  and ice  cream  products
decreased three percent during  the third quarter and  first
nine months of 1998, compared  to the same periods in  1997.
These decreases are attributed  primarily to a reduction  in
the number of domestic traditional "TCBY"(registered) stores
in operation  and  to a  lesser  extent decreased  sales  to
international franchisees due to  the economic situation  in
Asia.       Total   international    revenues    represented
approximately  five  percent  of  the  Company's  sales  and
franchising  revenues  in  1997.     These  decreases   were
partially    offset     by    increased     purchases     by
"TCBY"(registered) non-traditional locations.   The  Company
continues   to    develop   additional    "TCBY"(registered)
non-traditional locations with  over 300  "TCBY"(registered)
locations under agreement for  development as of August  30,
1998.    Most  of  the  "TCBY"(registered)  locations  under
development will be co-branded  locations with petroleum  or
other food operations.

The following table sets forth TCBY and Juice Works location
activity for the third quarter and first nine months of 1998
and 1997.

<TABLE>
<CAPTION>

                                                                        NON-
                            FRANCHISED    COMPANY    INTERNATIONAL  TRADITIONAL      TOTAL
                              STORES       STORES      LOCATIONS     LOCATIONS     LOCATIONS
                            1998   1997  1998  1997   1998   1997   1998   1997   1998   1997
                           ___________________________________________________________________
<S>                        <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>     <C>    <C>
For the third quarter:
 Locations open at 
  beginning of period      1,091  1,169     2     2    217    225  1,605  1,373  2,915  2,769
 Opened                       10     14     -     1      8     12    108    107    126    134
 Closed                      (31)   (35)    -     -     (8)   (12)   (38)   (69)   (77)  (116)
 Locations transferred         -      1     -    (1)     -      -      -      -      -      -
                           ___________________________________________________________________ 
 Locations open at
  end of period            1,070  1,149     2     2    217    225  1,675  1,411  2,964  2,787
                           ===================================================================
</TABLE>
<TABLE>
<CAPTION>                                                                        NON-
                            FRANCHISED    COMPANY    INTERNATIONAL  TRADITIONAL      TOTAL
                              STORES       STORES      LOCATIONS     LOCATIONS     LOCATIONS
                            1998   1997  1998  1997   1998   1997   1998   1997   1998   1997
                           ___________________________________________________________________
<S>                        <C>     <C>   <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>
For the first nine months:
 Locations open at 
  beginning of period      1,110  1,198     2     2    229    201  1,467  1,297  2,808  2,698
 Opened                       30     47     -     1     21     48    284    263    335    359
 Closed                      (70)   (97)    -     -    (33)   (24)   (76)  (149)  (179)  (270)
 Locations transferred         -      1     -    (1)     -      -      -      -      -      -
                           ___________________________________________________________________
 Locations open at
  end of period            1,070  1,149     2     2    217    225  1,675  1,411  2,964  2,787
                           ===================================================================

</TABLE>

                            Sequential Page No. 11



During the  first nine  months of  1998, significantly  more
"TCBY"(registered)    non-traditional     locations     than
traditional locations opened.  While the Company has  placed
and continues to place equal emphasis upon both  traditional
and non-traditional locations,  the Company has  experienced
more non-traditional development in the last few years.  The
Company believes this trend will continue for the  remainder
of  1998.    The  rate  of  development  of  non-traditional
locations is partially  determined by co-branding  partners,
who must approve each location  in a process not  controlled
by  the  Company,  and  in  some  cases,  delays  have  been
experienced while  the  Company  and  the  prospective  TCBY
franchisee awaited such approval;  new development may  also
be slowed when existing  franchisees express their  concerns
regarding franchisees new to the TCBY system; and the desire
of the  Company  to  maintain good  relationships  with  all
franchisees results  in  occasional  delays  in  development
while those  concerns are  addressed.   The  non-traditional
locations  include   sites  at   airports,  travel   plazas,
colleges, hospitals, theme parks, stadiums and locations  in
conjunction with petroleum  stores and  other food  concepts
(co-branded  locations).      The  majority   of   the   284
non-traditional openings in  the first nine  months of  1998
were co-branded.  Of the 76 non-traditional locations closed
during the first nine months of 1998, 22 of the closings are
the result  of  the  Company's  joint  venture  partner  not
retaining the rights  to the foodservice  operations at  two
airports.   The  remainder  of the  closings  are  primarily
locations which  purchased low  volumes of  yogurt from  the
Company.  These closings are not expected to have a material
impact on yogurt sales.  The Company expects that there  may
be  additional  closings   of  low  volume   non-traditional
locations as  they  are not  efficient  for the  Company  to
service or the customer to operate.

During the  first  nine  months  of  1998,  a  total  of  70
franchised stores were  closed by franchisees.   Each  store
closed is the result of  the franchisee's evaluation of  its
financial   condition,   cash   flow,   lease    expiration,
profitability and store operations, among other things.   Of
the locations closed,  56 operated  for a  portion of  1998,
with the remainder having  originally closed for  relocation
in  prior  years.     Included  in   the  franchised   store
information are 79 and  87 "TCBY"(registered) stores  closed
for relocation  or for  the season  at August  30, 1998  and
August 31, 1997, respectively.

Sales of specialty products  decreased eight percent  during
the third quarter of 1998, as compared to the same period in
1997.  The decrease for the quarter results from 1997  sales
including approximately $2.5 million  of sales to a  private
label customer on  a one-time basis.   Sales increased  five
percent during the first nine months of 1998 as compared  to
the same period in  1997.  The increase  for the nine  month
period is attributed primarily to increased sales of private
label products even after consideration of the one-time sale
described above.   The Company continues  to pursue  private
label opportunities to utilize the available capacity at its
manufacturing facility in Dallas.

                            Sequential Page No. 12



Sales in the Company's  equipment segment include (i)  sales
from  the  distribution  of  equipment  to  the  foodservice
industry and (ii) 1997 sales of manufactured mobile kitchens
and other  specialty vehicles  primarily to  businesses  and
governments.  Sales in the  equipment segment for the  third
quarter of 1998 are virtually unchanged compared to the same
period in  1997.   Sales increased  one percent  during  the
first nine months  of 1998  compared to the  same period  in
1997.   The  increased  sales  at  the  Company's  equipment
distributor for the first nine months of 1998 are due to the
opening  of  non-traditional  "TCBY"(registered)  locations,
some  of  which  purchased  a  portion  of  their   original
equipment packages  from the  Company.   This  increase  was
substantially offset by the sale of the Company's  equipment
manufacturer, Carlin, in July, 1997.  The Company had  sales
from Carlin of $1.2 million during the first nine months  of
1997.   In  the  Carlin transaction,  the  real  estate  and
certain  finished  goods  inventory  were  retained  by  the
Company.   The  real  estate was  leased  to  the  purchaser
(formally  the  president  of  Carlin  under  the  Company's
ownership) with the  ultimate intent to  sell the  property.
The purchaser  is assisting  the  Company in  marketing  the
remaining inventory and receives a commission on the sale of
this inventory.

As a percent of sales, cost  of sales for the third  quarter
and first nine months of 1998  and 1997 for the Company  and
its two primary segments are presented below:

<TABLE>
<CAPTION>
                           Third Quarter    First Nine Months
                           ______________   __________________
                            1998    1997       1998    1997 
 _____________________________________________________________
 <S>                        <C>     <C>        <C>     <C>
 Food Products Segment       64%     64%        65%     65%
 Equipment Segment           76%     78%        77%     78%
 Company Total               65%     66%        66%     67%

</TABLE>

The Company's cost of sales as a percentage of sales for the
third quarter and  first nine  months of 1998  are lower  as
compared to the  same periods in  1997.  The  lower cost  of
sales  percentages  are  primarily  due  to  improved  gross
margins for the Equipment Segment as a result of the sale of
Carlin in July 1997 which had low gross profit margins.

Within  the  Food  Products  Segment,  the  cost  of   sales
percentages for the third quarter  and first nine months  of
1998 were  comparable  to the  prior  year.   A  significant
portion of  the  cost of  sales  in this  segment  is  dairy
products.  Dairy  costs include the  value assigned to  milk
solids and milk fats which are two of the components of milk
utilized in  most  products  manufactured and  sold  by  the
segment.  The  cost of  these two  components are  currently
tied to  the  federal  milk  orders  system.    This  market
fluctuates based  on supply  and  demand with  prices  being
variable from month to  month.  The price  paid for milk  is
based on the Basic Formula  Price (BFP) plus any  applicable
surcharge (based on the use of the milk).  Of the price paid
for milk, the  Butter Fat Differential  (BFD) is the  market
value assigned to  milk fats  (used in  butter, cheese,  ice
cream, etc.), with  the remainder  of the  milk price  being
assigned to milk solids.   The prices for  BFP and BFD  have
exceeded historical levels during 1998.

                             Sequential Page No. 13



Although dairy prices  have increased during  1998 over  the
same period in the prior year, the Food Products Segment has
not borne  the  full impact  of  the increases  due  to  the
product mix  manufactured and  sold  within the  segment  in
1998.  Because the BFD  prices have increased more than  the
prices for  BFP,  the cost  for  milk solids  have  remained
comparable to  or  decreased  from  the  prior  year.    The
segment's core yogurt products do not utilize high levels of
milk fat, which have tempered  the impact of higher BFP  and
BFD prices  on the  segment's other  products which  require
higher levels of milk  fat such as  TCBY ice cream  products
offered by TCBY Treats stores.  The Company has not  changed
its pricing on  TCBY products  and has  absorbed the  higher
cost of  ice  cream  products  for the  TCBY  stores.    The
increases in dairy prices have also been partially offset by
the segment's ability to pass the higher dairy prices on  to
many private label  customers as  well as  lower prices  for
packaging and other non-dairy raw materials.  The prices for
BFP and  BFD are  expected to  remain higher  in the  fourth
quarter of 1998  than in  the same  period of  1997.   While
these increases  may  impact  the segment's  cost  of  sales
during the  fourth  quarter of  1998,  it is  not  currently
expected  that  the  impact  will  be  material.     Further
increases in cost  or material  changes in  product mix  may
change this outcome.

Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty  income.  In  the third quarter  of
1998 initial franchise and license fees decreased 29 percent
while royalty income  increased five percent  from the  same
period in 1997.  For the first nine months of 1998,  initial
franchise  and  license  fees  decreased  36  percent  while
royalty income increased four  percent from the same  period
in 1997.   These  decreases in  franchise and  license  fees
result from fewer initial  international franchise fees  for
the quarter and nine month period.  The increases in royalty
income are  primarily attributable  to more  non-traditional
locations.  These increases  were partially offset by  fewer
traditional  "TCBY   "(registered)  stores   and   decreased
purchases by international franchisees.

Operating  expenses  decreased  one  percent  in  the  third
quarter of 1998 and six percent for the first nine months of
1998 compared to 1997.  The decreases are due to the sale of
Carlin in July,  1997, and  a reduction  in other  corporate
operating costs.   As  a percentage  of combined  sales  and
franchising revenues, operating expenses were 24 percent and
23  percent  for  the  third  quarter  of  1998  and   1997,
respectively.  For the first  nine months of 1998 and  1997,
operating expenses  as a  percentage of  combined sales  and
franchising  revenues  were  27  percent  and  28   percent,
respectively.

During the third quarter of 1998, the Company's aircraft was
sold  to  a  third  party  which  resulted  in  a  gain   of
approximately $2.1 million which is included in Other Income
on the Income Statement.  The after-tax gain on the sale  of
the Company assets  was approximately $1.4  million or  $.06
per   share   (basic    and   diluted).       The    Company
contemporaneously entered  into an  agreement whereunder  an
aircraft owned by the  Chairman and Chief Executive  Officer
could be made available to the Company from time-to-time  at
an hourly rate  consistent with  the cost  of operating  the
aircraft it  divested;  this hourly  rate  is  substantially

                             Sequential Page No. 14


below the fair market rate  which normally would be  charged
to the Company for use of a similar aircraft.  Under the new
arrangement, any use of the aircraft which is charged to the
Company is reviewed by the Board of Directors of the Company
on a regular basis.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically generated cash from  operations
sufficient to meet its  normal operating requirements.   The
Company's cash and short-term investments decreased approxi-
mately $3.2 million  during the first  nine months of  1998.
This decrease resulted  primarily from use  of cash for  (i)
purchases of treasury stock (see discussion below), (ii)  an
increase in trade accounts  receivable attributed to  normal
seasonal increases, (iii)  an increase in  inventory due  to
seasonality and additional raw goods and packaging materials
related to increased private  label products, and (iv)  cash
dividends.   These uses  of cash  were partially  offset  by
earnings, proceeds from the  exercise of stock options,  and
the sale  of  Company assets.    The increases  in  accounts
receivable and inventory are expected to decline somewhat in
the fourth  quarter  due  to  the  seasonal  nature  of  the
Company's business.   The Company's  foreseeable cash  needs
for operations and capital  expenditures are expected to  be
met through cash flows from operations; however, the Company
has available a  $5 million  unsecured credit  line to  meet
seasonal cash needs.

From time  to  time,  the  Company  may  evaluate  strategic
alternatives.   Any  acquisition  may  require  the  use  of
operating cash flows, short or long term financing, issuance
of equity, or other financing sources in order to consummate
such  acquisition   or  to   fund  operating   and   capital
expenditures of any acquired business.

In December 1995, the  Company was authorized to  repurchase
up to three million shares of its outstanding common  stock.
The  final   repurchases  under   this  authorization   were
completed during the second quarter  of 1998.  In  December,
1997, the Company was authorized to repurchase an additional
two million shares of its  outstanding stock.  As of  August
30, 1998,  212,305 shares  have  been purchased  under  this
authorization.   During  1998,  the  Company  has  purchased
1,084,105 shares of  common stock at  a cost of  $9,551,457.
All repurchases  have  been  funded  with  cash  flows  from
operations.   Future repurchases  may  be funded  with  cash
flows from operations or long-term financing.

The following summarizes statistics related to the Company's
financial position:

<TABLE>
<CAPTION>
                                   August 30,      November 30,
                                      1998            1997   
                                 ______________   _____________
<S>                                <C>             <C>
Current Ratio                      3.7 to 1.0      4.0 to 1.0
Working Capital (in millions)        $36.8           $34.5
Long-Term Debt to Equity Ratio     .05 to 1.0      .08 to 1.0
Tangible Net Worth (in millions)     $74.1           $73.1

</TABLE>

                             Sequential Page No. 15


On September  18, 1998,  the  Company's Board  of  Directors
declared a five cents per share dividend payable on  October
9, 1998 to the stockholders of record on September 30, 1998.
The Company will consider  adjustments to the dividend  rate
after  giving  consideration  to  return  to   stockholders,
profitability expectations and financing needs.

YEAR 2000

The worldwide "Year 2000 problem" has arisen due to the fact
that many computer hardware and software systems along  with
components of certain automated  equipment utilize only  the
last two digits of a date  to refer to the year, failing  to
distinguish dates within the twentieth century from those of
the twenty-first  or other  centuries.   If  not  corrected,
these systems could fail  or produce erroneous results  with
the advent of the twenty-first century.

The Company is substantially  complete in its assessment  of
the Year 2000  impact on systems  being utilized within  the
Company.  The  Company's primary hardware  platform is  Year
2000 compliant.  The Company  is continuing a review of  its
inventory of  personal  computers  (PC's)  and  will  either
remediate or replace those PC's  found not to be  compliant.
Additionally, a  review of  automated equipment  other  than
computer  systems  has  been   performed  to  ascertain   if
remediation of any  of this equipment  is necessary.   While
the Company  is continuing  its detailed  assessment of  its
automated equipment,  the  Company has  not  identified  any
problems thus far that would have a material impact upon its
operations.

The Company's primary manufacturing and accounting  software
is  sourced   from  an   external   vendor  and   has   been
independently certified as being  Year 2000 compliant.   The
Company   has   performed   testing   that   supports   this
certification.   Software  developed internally  along  with
other purchased software  has been  reviewed for  compliance
and is in the process  of being remediated where  necessary.
This remediation effort  is expected to  be complete in  the
second quarter of fiscal year  1999.  The Company  currently
estimates that  the cost  to remediate  both its  Year  2000
hardware and  software  issues  to be  less  than  $250,000.
Approximately $100,000 of this cost represents  redeployment
of existing SG&A toward this effort.

The Year 2000 issues  may have an impact  on certain of  the
Company's material  business partners,  potentially  causing
disruptions in the supply of raw materials, services  and/or
the ability of customers to take delivery of products  which
could in  turn have  a material  effect upon  the  Company's
results  of  operation.    The  degree  of  this  effect  is
uncertain.    The   Company  has   developed  a   structured
methodology for evaluating the Year 2000 readiness of  these
business partners and expects  this process to be  completed
by year end.   Contingency  plans, where  possible, will  be
developed for those  business partners  deemed to  be at  an
unacceptable level  of risk.   A  contingency plan  for  the
failure of the Company's overall Year 2000 remediation  plan
has not been completed at this time.

                            Sequential Page No. 16


The forward-looking statements contained herein with  regard
to the timing  and overall cost  estimates of the  Company's
efforts to address the Year 2000 problem are based upon  the
Company's experience thus  far in this  effort.  Should  the
Company encounter  unforeseen  difficulties  either  in  the
continuing  review  of   its  computerized  systems,   their
ultimate  remediation,  or  the  responses of  its  business
partners, the actual results  could vary significantly  from
the estimates contained in these forward-looking statements.

OUTLOOK AND UNCERTAINTIES

The forward-looking statements included  in this filing  are
based on  certain  assumptions regarding  U.S.  and  foreign
economic conditions,  competition, costs  of raw  materials,
unit openings and  closings, sales volumes  per unit,  other
manufacturing  opportunities,  no  changes  in  governmental
regulation of the  food or dairy  industry, and no  material
event which  would impact  the reputation  of the  Company's
manufacturing facility or the  Company's ability to  utilize
that facility.    Should the  Company's  performance  differ
materially  from  the  assumptions  regarding  these  areas,
actual results could vary significantly from the performance
noted in the forward-looking statements.  Thus, the  Company
cautions  readers  not  to  place  undue  reliance  on   any
forward-looking statements, which speak only as of the  date
made.

                            Sequential Page No. 17


                    PART II.  OTHER INFORMATION 

ITEM 1.   LEGAL PROCEEDINGS

A customer for whom  Americana Foods produces private  label
products has  asserted  a  claim  alleging  damages  due  to
production defects.    Immediate and  voluntary  recalls  of
limited quantities of product were undertaken in 1997.  The 
Company believes sufficient insurance  coverage is in  place
to cover any  potential damages over  the uninsured  portion
which  was  accrued in fiscal 1997;  however,  the insurance
carrier, while offering a substantial settlement,  does  not 
completely  accept coverage  and the Company  has  initiated
litigation to confirm coverage.

ITEM 5.   OTHER INFORMATION

Effective  June  29,  1998,  the  Securities  and   Exchange
Commission amended Rule  14a-4(c) under  the Securities  and
Exchange Act  of 1934  (the "1934  Act") which  governs  the
Company's use of discretionary  proxy voting authority  with
respect to stockholder proposals that are not being included
in the Company's  proxy solicitation  materials pursuant  to
Rule 14a-8 of the 1934  Act.  New Rule 14a-4(c)(1)  provides
that if a stockholder  wishing to make  a proposal fails  to
notify the Company at least 45  days prior to the month  and
day of mailing of the prior year's proxy statement (or by an
earlier or later date  established by an overriding  advance
notice provision  contained  in  the  Company's  charter  or
bylaws), then the  management proxies named  in the form  of
proxy distributed  in connection  with the  Company's  proxy
statement would be allowed to use their discretionary voting
authority to address the matter submitted by the  proponent,
without discussion of the matter in the proxy statement.  In
addition, if a stockholder desires to include a proposal  in
the Company's proxy statement  for the 1999 Annual  Meeting,
the proposal must be  received by the  Company on or  before
January 13, 1999, and must  comply with the requirements  of
Rule 14a-8 of the Securities and Exchange Commission.


<TABLE>
<CAPTION>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a)  Exhibits
<S>           <C>
27(a)         Article 5, Financial Data Schedule for the Third Quarter
              1998 Form 10-Q

27(b)         Article 5, Financial Data Schedule for the Third Quarter
              1997 Form 10-Q restated for adoption of Financial Accounting
              Standards Board Statement Number 128, Earnings Per Share

99(a)         Press release, dated September 10, 1998, "TCBY Reports
              Improved Operating Results For The First Nine Months 
              Of 1998"

99(b)         Press release, dated September 18, "TCBY Declares Cash Dividend"<PAGE>


</TABLE>
          b)  The Company did not file any reports on Form
              8-K during the three periods ended 
              August 30, 1998.

                             Sequential Page No. 18



                             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.

                                   TCBY ENTERPRISES, INC.




Date:  10/14/98                /s/ Frank D. Hickingbotham 
                               ____________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  10/14/98                /s/ Gene H. Whisenhunt  
                               ____________________________
                                   Gene H. Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer


                             Sequential Page No. 19