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  February 28, 1999
                             _____________________________
                               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 of 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 March  31,  1999  there were  22,828,926  shares  of  the
registrant's common stock outstanding.

                                            Sequential Page 1

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

          Consolidated Balance Sheets
          February 28, 1999 and November 29, 1998                  3

          Consolidated Statements of Operations
          Quarter Ended February 28, 1999 and 
          March 1, 1998                                            5

          Consolidated Statements of Cash Flows
          Quarter Ended February 28, 1999 and 
          March 1, 1998                                            6

          Notes to Consolidated Financial Statements 
          February 28, 1999                                        7

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

Item 3.   Quantitative and Qualitative Disclosures
          About Market Risk                                       17

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                       18

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


SIGNATURES                                                        19


</TABLE>

                                            Sequential Page 2

                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>
                                             February 28,       November 29,
                                                 1999               1998    
                                            ________________________________
<S>                                         <C>                <C>
CURRENT ASSETS:
 Cash and cash equivalents                  $  9,360,943       $ 16,924,143
 Short-term investments                        2,337,843          2,967,135
 Receivables:
  Trade accounts                              11,918,535         10,078,733
  Notes                                        1,657,106          1,695,429
  Allowance for doubtful accounts
   and impaired notes                           (522,793)          (439,223)
                                            _____________      _____________
                                              13,052,848         11,334,939

 Refundable income taxes                            -               156,951
 Deferred income taxes                         1,204,197          1,204,197
 Inventories                                  14,706,628         12,554,875
 Prepaid expenses and other assets             2,300,904          1,540,971
 Assets held for sale                            150,000            150,000 
                                            ____________       _____________

    TOTAL CURRENT ASSETS                      43,113,363         46,833,211

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,534,307          2,534,307
 Buildings                                    22,987,721         22,763,194
 Furniture, vehicles, and equipment           46,731,873         46,637,567
 Leasehold improvements                        3,611,707          3,603,219
 Construction in progress                         95,638               -
 Allowances for depreciation                 (40,520,614)       (39,546,174)
                                            _____________      _____________

    NET PROPERTY, PLANT, AND EQUIPMENT        35,440,632         35,992,113

OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful and 
  impaired notes of $7,829,633 in 1999 
  and $8,029,658 in 1998)                      4,468,764          4,525,970
 Intangibles (less amortization of
  $1,892,228 in 1999 and $2,226,511 in 1998)   4,197,638          4,250,684
 Other                                         5,835,350          2,850,906
                                            _____________      _____________
    TOTAL OTHER ASSETS                        14,501,752         11,627,560
                                            _____________      _____________
    TOTAL ASSETS                            $ 93,055,747       $ 94,452,884
                                            =============      =============


</TABLE>
See notes to consolidated financial statements.

                                            Sequential Page 3
    
TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>


                                             February 28,       November 29,
                                                 1999               1998    
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  5,214,599       $  2,130,430
 Accrued expenses                              4,047,182          6,682,371
 Income taxes payable                            138,978               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________
    TOTAL CURRENT LIABILITIES                 12,572,207         11,984,249

LONG-TERM DEBT, less current portion           2,150,816          2,952,634

DEFERRED INCOME TAXES                          3,319,847          3,319,847

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 -
  1999 - 27,760,896; 1998 - 27,759,021         2,776,090          2,775,902
 Additional paid-in capital                   30,109,274         30,098,602
 Retained earnings                            74,204,223         74,751,431
                                            _____________      _____________   
                                             107,089,587        107,625,935

Less treasury stock, at cost (4,939,952 
 shares in 1999 and 4,839,952 in 1998)       (32,076,710)       (31,429,781)
                                            _____________      _____________
 TOTAL STOCKHOLDERS' EQUITY                   75,012,877         76,196,154
                                            _____________      _____________
 TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                    $ 93,055,747       $ 94,452,884
                                            =============      =============


</TABLE>
See notes to consolidated financial statements.

                                            Sequential Page 4



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


<TABLE>
<CAPTION>
                                                      Quarter Ended
                                             February 28,         March 1,
                                                 1999               1998
                                            ________________________________
<S>                                         <C>                <C>
Sales                                       $ 18,276,284       $ 16,728,701
Cost of sales                                 13,248,891         11,292,515
                                            _____________      _____________
  GROSS PROFIT                                 5,027,393          5,436,186

Franchising revenues:
 Initial franchise and license fees              858,581            684,980
 Royalty income                                1,871,138          1,794,844 
                                            _____________      _____________
                                               2,729,719          2,479,824
                                            _____________      _____________
                                               7,757,112          7,916,010

 Selling, general, and administrative
  expenses                                     7,050,339          7,003,801
                                            _____________      _____________
  INCOME FROM OPERATIONS                         706,773            912,209

Other income (expense):
 Interest expense                               (105,410)          (163,616)
 Interest income                                 250,740            354,534
 Other income                                     68,761             37,779
                                            _____________      _____________
                                                 214,091            228,697
                                            _____________      _____________
  INCOME BEFORE INCOME TAXES                     920,864          1,140,906 

Income tax expense:                              322,301            399,318
                                            _____________      ______________
  NET INCOME                                $    598,563       $    741,588 
                                            =============      =============
Earnings per share:
   Basic                                    $       0.03       $       0.03 
                                            =============      =============
   Diluted                                  $       0.03       $       0.03 
                                            =============      =============

Weighted Average Shares Outstanding
   Basic                                      22,898,535         23,468,430
                                            =============      =============
   Diluted                                    23,328,360         24,164,665
                                            =============      =============
Cash Dividends Paid Per Share               $       0.05       $       0.05
                                            =============      =============


</TABLE>
See notes to consolidated financial statements.

                                            Sequential Page 5

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


<TABLE>
<CAPTION>
                                                         Quarter Ended
                                                February 28          March 1,
                                                    1999               1998    
                                               ________________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
Net income                                     $    598,563       $    741,588 
Adjustments to reconcile net income 
 to net cash used in operating activities:
  Depreciation                                      999,603          1,056,560
  Amortization of intangibles                        65,764             65,163
  Provision for doubtful accounts and 
   impaired notes                                    17,684             15,699
  Gain on disposal of property and equipment           -                  (101)
Changes in operating assets and liabilities:
  Receivables                                    (1,896,919)        (2,012,868)
  Inventories                                    (2,151,753)        (1,535,579)
  Prepaid expenses                                 (759,933)          (255,344)
  Intangibles and other assets                   (3,022,325)           294,897
  Accounts payable and accrued expenses             448,980           (209,658)
  Income taxes                                      295,929             79,399
                                               _____________      _____________
    NET CASH USED IN OPERATING ACTIVITIES        (5,404,407)        (1,760,244)

INVESTING ACTIVITIES
Purchases of property, plant, and equipment        (422,959)          (516,376)
Proceeds from sales of property and equipment          -                 7,227
Origination of notes receivable                     (28,277)           (97,909)
Principal collected on notes receivable             246,809            556,062
Purchases of short-term investments                 (75,669)              -    
Proceeds from maturity of short-term 
  investments                                       704,961             31,791
                                               _____________      _____________
    NET CASH PROVIDED BY (USED IN) 
     INVESTING ACTIVITIES                           424,865            (19,205)

FINANCING ACTIVITIES
Proceeds from sale of Common Stock                   10,860            567,586
Dividends paid                                   (1,145,771)        (1,168,981)
Purchases of treasury stock                        (646,929)        (1,645,465)
Principal payments of long-term debt               (801,818)          (702,501)
                                               _____________      _____________
    NET CASH USED IN FINANCING ACTIVITIES        (2,583,658)        (2,949,361)
                                               _____________      _____________
    DECREASE IN CASH AND CASH EQUIVALENTS        (7,563,200)        (4,728,810)
Cash and cash equivalents at beginning
 of period                                       16,924,143         19,693,693
                                               _____________      _____________
    CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $  9,360,943       $ 14,964,883
                                               =============      =============


</TABLE>
See notes to consolidated financial statements.

                                            Sequential Page 6



TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FEBRUARY 28, 1999

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  ended  February  28,   1999  are  not   necessarily
indicative of the results that may be expected for the  year
ending November 28, 1999.  For further information, refer to
the consolidated financial statements and footnotes included
in the Company's  annual report  on Form 10-K  for the  year
ended November 29, 1998.

NOTE B -- NEW PRONOUNCEMENTS

In June  1997,  the  Financial  Accounting  Standards  Board
("FASB") issued Statement of Financial Accounting  Standards
No. 130 ("SFAS No. 130"), "Reporting Comprehensive  Income."
SFAS  No.  130,   which  is  effective   for  fiscal   1999,
establishes standards  for  the  reporting  and  display  of
comprehensive income  and  its  components.    Comprehensive
income is  defined as  the change  in equity  of a  business
enterprise during  a  period  from  transactions  and  other
events   and   circumstances    from   non-owner    sources.
Comprehensive income  for the  quarters ended  February  28,
1999 and March 1, 1998 was equal to net income as reported.

In June 1998, the FASB issued SFAS No. 133, "Accounting  for
Derivative Instruments  and  Hedging Activities,"  which  is
effective for  years  beginning  after  June  15,  1999  and
requires that all derivatives  be recognized on the  balance
sheet at  fair value.   SFAS  No. 133  establishes  "special
accounting" for  fair value  hedges, cash  flow hedges,  and
hedges of foreign currency  exposures of net investments  in
foreign operations.  Derivatives that are not hedges must be
adjusted to fair value through income.  If the derivative is
a hedge, depending on  the nature of  the hedge, changes  in
the fair value of derivatives will either be offset  against
the change in fair value of the assets, liabilities, or firm
commitments  through   earnings  or   recognized  in   other
comprehensive income until the hedged item is recognized  in
earnings.  The ineffective portions of a derivative's change
in fair value  will be immediately  recognized in  earnings.
The adoption  of SFAS  No. 133  is not  expected to  have  a
material impact  on  the Company's  financial  condition  or
results of operations.


                                            Sequential Page 7

NOTE C -- EARNINGS PER SHARE

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


<TABLE>
<CAPTION>
                                      1999            1998
                                   __________      __________
<S>                                <C>             <C>
Numerator:

  Net Income                         $598,563        $741,588
                                   ==========      ==========
Denominator:

  Denominator for basic earnings
  per share -- weighted-average
  shares                           22,898,535      23,468,430

  Potential dilutive effect of
  employee stock options              429,825         696,235
                                   __________      __________
  Denominator for diluted earnings
  per share -- weighted-average
  shares and assumed conversions   23,328,360      24,164,665
                                   ==========      ==========

  Basic earnings per share              $0.03           $0.03
                                   ==========      ==========

  Diluted earnings per share            $0.03           $0.03
                                   ==========      ==========


</TABLE>

During 1999  and 1998,  there  were outstanding  options  to
purchase  439,550  and  60,461   shares  of  common   stock,
respectively, that were not  included in the 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.

NOTE D -- INVENTORIES


<TABLE>
<CAPTION>
                                  February 28,    November 29,
                                      1999            1998   
                                  ___________     ___________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 5,747,191     $ 5,088,456

Finished yogurt products and
  other food products               6,185,062       4,526,777

Equipment and other products        2,774,375       2,939,642
                                  ___________     ___________
                                  $14,706,628     $12,554,875
                                  ===========     =========== 


</TABLE>


                                            Sequential Page 8

NOTE E -- ACCRUED EXPENSES

Accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                  February 28,    November 29,
                                      1999            1998
                                  ___________     ___________
<S>                               <C>             <C>
Rent                              $   584,852     $   602,272

Compensation                        1,478,517       2,234,893

Other                               1,983,813       3,845,206
                                  ___________     ___________
                                  $ 4,047,182     $ 6,682,371
                                  ===========     =========== 


</TABLE>


NOTE F -- CONTINGENCIES

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 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,
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 Page 9

ITEM 2

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

The Company's  total sales  for the  first quarter  of  1999
increased nine percent  from sales in  the first quarter  of
1998.   This increase  is primarily  attributed to  improved
sales in the specialty products category as described below.
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)
                                      1st Quarter              1st Quarter
                                         1999                     1998       
                                 ____________________     ____________________
                                  Sales           %        Sales           %     
                                 ________       _____     ________       _____
<S>                              <C>            <C>       <C>            <C>
Food Products:
______________
 TCBY(registered) frozen product
  sales for distribution to TCBY
  (registered) locations         $  8,311        46%      $  8,387        50%
 Sales of specialty products        6,584        36%         4,549        27%
                                 ________       ____      ________       ____
                                   14,895        82%        12,936        77%

Equipment:
__________
 Sales by the Company's 
  equipment distributor             2,978        16%         3,408        20% 

Other                                 403         2%           385         3%
                                 ________       ____      ________       ____
Total Sales                      $ 18,276       100%      $ 16,729       100%
                                 ========       ====      ========       ====


</TABLE>

Sales from the Company's  food products segment include  (i)
wholesale sales of frozen yogurt  and ice cream products  to
AmeriServe  Food  Distribution,  Inc.  (formerly   ProSource
Distribution Services) and  other foodservice  distributors,
which  distribute  frozen  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,
dairies, foodservice distributors, club stores, and  private
label suppliers.  

Wholesale sales  of frozen  yogurt  and ice  cream  products
decreased one percent  during the first  quarter of 1999  as
compared to  the first  quarter of  1998.   The decrease  is
attributed  primarily  to  a  reduction  in  the  number  of
domestic traditional TCBY(registered)  stores in  operation.
This decrease was partially offset by increased purchases by
TCBY non-traditional locations.   The  Company continues  to
develop    additional    TCBY(registered)    non-traditional
locations with  over  350 TCBY(registered)  locations  under
agreement for development as of February 28, 1999.  Most  of

                                            Sequential Page 10



the TCBY(registered)  locations  under development  will  be
co-branded locations with other food operations.

The following  table sets  forth location  activity for  the
first quarter  of 1999  and  1998 for  TCBY(registered)  and
Juice Works(registered) locations:


<TABLE>
<CAPTION>

                                                                     NON-
                             FRANCHISED     COMPANY    INTERNATIONAL   TRADITIONAL     TOTAL
                               STORES       STORES       LOCATIONS      LOCATIONS    LOCATIONS
                             1999   1998  1999  1998    1999   1998    1999   1998   1999  1998 
                            ____________________________________________________________________ 
<S>                         <C>    <C>    <C>   <C>     <C>    <C>     <C>    <C>    <C>   <C>
For the first quarter:
  Locations open at 
   beginning of period      1,031  1,110    2     2     216     229   1,711  1,467  2,960 2,808
  Opened                        8      5    -     -       6       4      77     78     91    87
  Closed                      (38)   (20)   -     -      (3)     (3)    (38)   (17)   (79)  (40)
                            ____________________________________________________________________
  Locations open at
   end of period            1,001  1,095    2     2     219     230   1,750  1,528  2,972 2,855
                            ====================================================================<PAGE>


</TABLE>


During  the  first  quarter  of  1999,  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.    The  Company  believes  this
trend will  continue  during the  remainder  of 1999.    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  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  new   TCBY(registered)
locations; and the  desire of the  Company to maintain  good
relationships with  all  franchisees in  the  markets  under
consideration results  in occasional  delays in  development
while those concerns are addressed.  The majority of the  77
non-traditional openings in the  first quarter of 1999  were
TCBY(registered) co-branded  locations.   During  the  first
quarter of 1999, 38  non-traditional locations were  closed.
These locations generally purchased  low volumes of  product
from the Company.  These closings are not expected to have a
material impact on frozen 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   quarter  of   1999,  a   total  of   38
TCBY(registered)   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 38 locations closed, 22 operated
for a  portion  of  the  first quarter  of  1999,  with  the
remainder having originally closed  for relocation in  prior

                                            Sequential Page 11


years.  Therefore, some stores shown as closed did not  make
any contribution  to sales  during the  quarters  presented.
Included in the franchised store information are 80 and  117
TCBY(registered) stores  closed for  relocation or  for  the
season at February 28, 1999 and March 1, 1998, respectively.
The Company  is intensifying  its focus  on the  traditional
locations and pursuing measures  to improve the  performance
of these stores. The Company's efforts include working  with
franchisees  to   relocate   marginal   stores   or   pursue
co-branding  to  provide  additional  daypart  sales.    The
benefits experienced by other brands adding TCBY(registered)
products  to   their  operations   could  be   realized   in
TCBY(registered)  stores   by   adding   these   brands   to
TCBY(registered) locations.   In  addition, the  Company  is
working with a nationally  known marketing firm to  evaluate
and pursue neighborhood store marketing approaches for  this
year.  The number of  store visits by Company associates  or
representatives will  increase to  evaluate the  operational
standards of the stores.  All of these efforts are occurring
to improve our  customers' experience  in the  stores.   The
above measures are being evaluated on a continual basis  and
may change if the Company deems appropriate.  These  efforts
will require management time and financial resources  during
1999.    In  addition,   barriers  may  be  encountered   in
implementing  the  above   strategies,  including  lack   of
availability  of   co-branded  partners   due  to   existing
locations,   size   of    TCBY(registered)   store,    lease
restrictions,  financial  capability   and  willingness   of
existing   franchisees,   and   limitations   of   corporate
resources.  Even with the successful implementation of these
programs, store  sales may  decline and  store closings  may
continue.  

Sales of specialty products increased 45 percent during  the
first quarter of 1999 compared to the first quarter of 1998.
This increase is attributed primarily to increased sales  of
private label  products.   The Company  continues to  pursue
private label opportunities at its manufacturing facility in
Dallas.  The Company  has capacity available for  additional
manufacturing opportunities and the current capacity can  be
expanded with reasonable capital investments should they  be
warranted.

Sales in the Company's equipment segment include sales  from
the distribution of equipment  to the foodservice  industry.
Sales in the equipment  segment decreased 13 percent  during
the first quarter of 1999 over the same period in the  prior
year  due  to  fewer  sales   of  soft  serve  machines   to
franchisees opening non-traditional TCBY locations.

As a percent of sales, cost  of sales for the first  quarter
of 1999  and  1998  for  the Company  and  its  two  primary
segments are presented below:


<TABLE>
<CAPTION>
                                          1999        1998 
     ______________________________________________________
     <S>                                  <C>         <C>
     Food Products Segment                 74%         66%
     Equipment Segment                     74%         79%
     Company Total                         72%         68%


</TABLE>

The increased cost of sales percentages in the first quarter
of 1999 is primarily due to lower gross margins for the food
products segment, as described  below, which were  partially

                                            Sequential Page 12



offset by improved gross  margins for the equipment  segment
which resulted from the product mix of equipment sold during
the quarter.

The increase  in the  food products  segment cost  of  sales
percentage is due to a number of factors including sales  of
specialty products, which  generally have a  higher cost  of
sales percentage  than the  other food  segment  categories,
being a larger component of the food products segment  sales
in the first quarter of 1999 compared to the same period  in
the prior year.   (See earlier  discussion related to  sales
increases.)    In  addition,  dairy  prices,  which  are   a
significant  portion  of  the   segment's  cost  of   sales,
increased during the  first quarter of  1999 to record  high
levels.   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.  During the first quarter, the  BFP
reached historic levels, while the BFD decreased from levels
experienced in late 1998.  This resulted in greater cost for
milk solids.   The  segment's core  yogurt products  utilize
high levels of milk solids, resulting in the higher cost  of
sales noted above.

The Company  did not  change its  pricing on  TCBY  products
during the first quarter and absorbed the higher cost of raw
materials for the TCBY locations  during the quarter.   This
resulted in approximately $530,000 additional cost of sales.
The Company's inventory at the  end of the quarter  included
product produced  with  higher  dairy cost,  which  will  be
absorbed  in   the  second   quarter.     The  Company   has
historically    minimized     pricing     adjustments     to
TCBY(registered) franchisees based on short-term changes  in
pricing of  dairy components,  however,  due to  the  record
levels of costs incurred the  Company did implement a  dairy
surcharge effective March 15.  This surcharge was delayed to
lessen the impact  to franchisees  during the  low point  of
their business seasonality.   The surcharge  is expected  to
expire in the third quarter.   The surcharge is expected  to
offset  the  increases  in  dairy  costs,  however,  further
increases in cost  or material  changes in  product mix  may
change  this  outcome.    During  the  quarter  the  Company
purchased BFP milk  futures to  reduce its price  risk on  a
portion   of   its   products   that   will   be   sold   to
TCBY(registered) franchisees during  the remainder of  1999.
These contracts were purchased at prices comparable to dairy
cost levels experienced in prior years.  While the contracts
protect the  Company  on  the hedged  portion  of  its  milk
purchases against  increases in  milk prices,  it will  also
prevent realization of the benefits of any future  decreases
in cost of dairy if this should occur.  The Company was  not
significantly impacted by dairy prices for products produced
for private  label  customers  as these  higher  costs  were
passed on to the customers.  

                                            Sequential Page 13

On March 31, 1999 the U.S. Department of Agriculture  (USDA)
released the  Federal  Milk  Marketing Order  Reform.    The
reform will expand the  classes of milk  from three to  four
and eliminate the basic formula  price (BFP).  The price  of
each class will  be determined  monthly and  is intended  to
better reflect  the  value of  milk  components  (butterfat,
nonfat solids,  etc.).    The  reform  is  scheduled  to  be
effective  October  1,  1999  but  is  subject  to   certain
approvals by  producers.    The Company  is  evaluating  the
reform to determine the impact,  if any, on the future  cost
of dairy products.

Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty  income.  In  the first quarter  of
1999, initial franchise and license fees and royalty  income
increased four percent from the  same period in 1998.   This
increase in  franchise and  license fees  results  primarily
from increased initial  international franchise  fees.   The
increase in royalty income is primarily attributable to more
non-traditional locations.

Operating expenses increased slightly  in the first  quarter
of 1999  compared  to  the  same  period  in  1998.    As  a
percentage  of  combined  sales  and  franchising  revenues,
operating expenses were  34 percent and  36 percent for  the
first quarter of 1999 and 1998, respectively. 


LIQUIDITY AND CAPITAL RESOURCES

The Company has historically generated cash from  operations
sufficient  to  meet  its  normal  operating   requirements.
However, the  Company generally  experiences a  decrease  in
cash and cash equivalents in  the first quarter as a  result
of the seasonality of its business.  The Company's cash  and
short-term investments decreased approximately $10.3 million
during the first  quarter of 1999.   This decrease  resulted
primarily from  (i) purchases  of  treasury stock,  (ii)  an
increase in trade accounts  receivable and inventory due  to
normal  seasonal  increases  along  with  expansion  in  the
private label products,  (iii) a cash dividend of five cents
per share  or  $1.1  million  paid  in  January  1999,  (iv)
principal payments of debt, and (v) payment of an  incentive
allowance.  The incentive  allowance related to the  signing
of  a  seven-year  agreement  with  a  large  customer  that
distributes large  quantities  of frozen  dessert  products.
The  agreement  contains  minimum  annual  volumes  and  any
shortfalls in the volumes results in payments to the Company
including the unamortized portion of the incentive allowance
which was determined  on a  per unit basis.   The  incentive
allowance was recorded in Other Assets and will be amortized
as products  are  sold  to  the  customer.    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.

In December, 1997,  the Board  of Directors  of the  Company
authorized the  repurchase  of  two million  shares  of  its
outstanding stock.  As of February 28, 1999, 552,883  shares
have been purchased under this authorization.  During  first

                                            Sequential Page 14



quarter of 1999, the Company has purchased 100,000 shares of
common stock at a  cost of $646,929.   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>
                                  February 28,  November 29,
                                      1999          1998  
___________________________________________________________
<S>                                <C>           <C>
Current Ratio                      3.4 to 1.0    3.9 to 1.0
Working Capital (in millions)        $30.2         $34.8
Long-Term Debt to Equity Ratio     .03 to 1.0    .04 to 1.0
Tangible Net Worth (in millions)     $70.8         $71.9


</TABLE>

On March 19, 1999, the Company's Board of Directors declared
a five cents per share dividend payable on April 12, 1999 to
the stockholders of record on  March 30, 1999.  The  Company
will consider adjustments to the dividend rate after  giving
consideration  to  return  to  stockholders,   profitability
expectations and financing needs.

Any forward-looking statements contained herein are based on
certain assumptions regarding the U.S. and foreign  economic
conditions, no significant  disruptions of  business due  to
the Year 2000  issue, competition, costs  of raw  materials,
unit openings and  closings, sales volumes  per unit,  other
manufacturing  opportunities,  no  changes  in  governmental
regulation of the  food industry 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.

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  has completed 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

                                            Sequential Page 15

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 1999.  The Company currently estimates the
cost to remediate both its  Year 2000 hardware and  software
issues to be approximately $250,000.  

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
during the second quarter of 1999.  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.

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.

                                            Sequential Page 16

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company  is  exposed  to market  risk  from  changes  in
interest rates and changes in commodity prices.

The primary commodities purchased  by the Company are  dairy
products.  See earlier discussion for information  regarding
the market  for  dairy  products.    As  part  of  its  risk
management strategy, the  Company began purchasing  exchange
traded milk  future contracts  during the  first quarter  of
1999 to manage its exposure to changes in milk prices.   The
milk future  contracts  obligate  the  Company  to  make  or
receive a payment equal  to the net change  in value of  the
contract at its maturity.  Such contracts are designated  as
hedges of the Company's projected purchases, are  short-term
in nature to  correspond to the  projection period, and  are
effective in hedging  the Company's exposure  to changes  in
milk prices  during  the  cycle.   The  Company  has  hedged
approximately 75% of  its projected milk  purchases for  the
remainder of  1999  for TCBY(registered)  branded  products.
The Company  has not  purchased  milk future  contracts  for
private label products.

Milk future contracts are  marked to market with  unrealized
gains and losses  deferred and recognized  in earnings  when
the contracts close as an  adjustment to cost of goods  sold
(the deferral  accounting method).    The Company  does  not
expect to close any contracts prior to the execution of  the
underling  purchase  transactions,  nor  have  any  of   the
underlying purchase transactions failed to occur.

This  market   risk  discussion   contains   forward-looking
statements.  Actual results may differ materially from  this
discussion based upon general market conditions and  changes
in domestic and global financial markets.

                                            Sequential Page 17


                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

There are no changes from previously reported litigation.


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

          a)  Exhibits
<S>           <C>
27(a)         Article 5, Financial Data Schedule for the First 
              Quarter 1999 Form 10-Q

99(a)         Press release, dated March 16, 1999, "TCBY 
              Reports Operating Results for First Quarter" 

99(b)         Press release, dated March 19, 1999, "TCBY
              Declares Cash Dividend"
 
          b)  The Company did not file any Reports on Form 8-K 
              during the quarter ended February 28, 1999.


</TABLE>

                                            Sequential Page 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:  04/12/99                 /s/ Frank D. Hickingbotham
                                __________________________
                                  Frank D. Hickingbotham,
                                  Chairman of the Board and
                                  Chief Executive Officer




Date:  04/12/99                    /s/ Gene Whisenhunt      
                                 __________________________
                                   Gene Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer



                                            Sequential Page 19