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


(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 31, 1996  
                                ________________
                               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,  1996 there were  24,774,876  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 31, 1996 and November 30, 1995         3

          Consolidated Statements of Operations
          Quarter ended and nine months ended
          August 31, 1996 and 1995                      5

          Consolidated Statements of Cash Flows
          Nine months ended August 31, 1996 and 1995    6

          Notes to Consolidated Financial Statements 
          August 31, 1996                               7


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations           9


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings                             16


Item 6.   Exhibits and Reports on Form 8-K              16


SIGNATURES                                              17

</TABLE>


















                                     Sequential Page No. 2



                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>
                                              August 31,        November 30,
                                                 1996               1995   
                                            _________________________________
<S>                                         <C>                <C>
CURRENT ASSETS:
 Cash and cash equivalents                  $ 12,993,540       $  5,565,654
 Short-term investments                        4,172,309          8,824,163
 Receivables:
  Trade accounts                              11,904,259         10,114,935
  Notes                                        2,744,026          2,918,762
  Allowance for doubtful accounts
   and impaired notes                         (1,498,405)       (1,592,607)
                                            ______________     ______________
                                              13,149,880         11,441,090

 Refundable income taxes                            -             4,418,936
 Deferred income taxes                         2,790,639          2,463,089
 Inventories                                  11,851,603         12,920,468
 Prepaid expenses and other assets             1,745,666          2,098,366
 Assets held for sale                            972,806          3,625,375
                                            ______________     ______________

    TOTAL CURRENT ASSETS                     47,676,443         51,357,141

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,866,820          2,866,820
 Buildings                                    23,451,368         23,402,389
 Furniture, vehicles, and equipment           48,019,736         47,325,993
 Leasehold improvements                        3,481,730          3,214,117
 Construction in progress                      1,052,953             31,483
 Allowances for depreciation 
  and amortization                           (34,469,662)      (31,130,608)
                                            ______________     ______________
                                              44,402,945         45,710,194

OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful and impaired 
  notes of $9,184,847 in 1996 and 
  $9,585,410 in 1995)                          6,385,250          7,035,259
 Intangibles (less amortization of
  $1,669,281 in 1996 and $1,514,068 in 
  1995)                                        3,663,227          3,517,942
 Other                                         5,066,801          4,004,707
                                            ______________     ______________

                                              15,115,278         14,557,908
                                            ______________     ______________

    TOTAL ASSETS                           $ 107,194,666       $111,625,243
                                            ==============     ==============
</TABLE>
See notes to consolidated financial statements.


                                       Sequential Page No. 3


 TCBY ENTERPRISES, INC.


CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>

                                               August 31,       November 30,
                                                  1996              1995    
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  2,833,669       $  2,455,127
 Accrued expenses                              5,817,700          9,041,380
 Income taxes payable                          1,210,602               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________

    TOTAL CURRENT LIABILITIES                13,033,419         14,667,955

LONG-TERM DEBT, less current portion          10,262,318         12,640,904

DEFERRED INCOME TAXES                         3,516,336          2,137,617

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
  27,062,345 shares in 1996 and 1995           2,706,235          2,706,235
 Additional paid-in capital                   25,547,184         25,547,184
 Retained earnings                            65,559,180         63,661,235
                                            _____________      _____________
                                              93,812,599         91,914,654

 Less treasury stock, at cost (2,242,469
  shares in 1996 and 1,387,069 in 1995)      (13,430,006)       (9,735,887)
                                            _____________      _____________

     TOTAL STOCKHOLDERS' EQUITY              80,382,593         82,178,767
                                            _____________      _____________

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY                               $107,194,666       $111,625,243
                                            =============      =============
</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 31,                         August 31,
                            1996             1995               1996            1995 
                         ____________________________________________________________
               <C>              <C>               <C>             <C>
Sales                    $26,075,002      $35,176,849       $ 65,706,599    $ 90,771,
Cost of sales             16,727,654       20,640,143        41,925,391      52,666,9
                         ____________     ____________      _____________   _________
  GROSS PROFIT            9,347,348       14,536,706         23,781,208      38,104,0

Franchising revenues:
 Initial franchise and
  license fees               590,750          611,610          1,740,375       1,226,
 Royalty income            3,555,427        3,450,351          7,996,898       7,971,
                         ____________     ____________      _____________   _________
                           4,146,177        4,061,961          9,737,273       9,198,
                         ____________     ____________      _____________   _________

                         13,493,525       18,598,667         33,518,481      47,302,3

Operating expenses:
 Selling, general, and
  administrative expenses  7,787,936       14,722,484        24,897,683       45,840,
 Provision for doubtful
  accounts and impaired
  notes                       21,797          465,194             66,155       3,541,
                         ____________     ____________      _____________   _________
                           7,809,733       15,187,678         24,963,838      49,382,

  INCOME (LOSS) FROM 
   OPERATIONS              5,683,792        3,410,989          8,554,643      (2,079,7

Other income (expense):
 Interest expense           (237,901)        (310,563)          (740,685)       (834,
 Interest income             299,085          194,188            820,876         697,
 Other income                 32,544           46,740          140,444       2,511,97
                         ____________     ____________      _____________   _________

                              93,728         (69,635)          220,635       2,374,992
                         ____________     ____________      _____________   _________
  INCOME BEFORE
   INCOME TAXES            5,777,520        3,341,354          8,775,278        295,26

Income tax expense         2,022,133        1,152,770          3,071,347         101,
                         ____________     ____________      _____________   _________

  NET INCOME             $ 3,755,387      $ 2,188,584       $  5,703,931    $    193,3
                         ============     ============      =============   =========
  Net income 
   per share            $      0.15      $      0.09       $       0.23    $       0.
                         ============     ============      =============   =========
   Average shares 
    outstanding           25,036,405       25,585,110         25,293,284      25,579,
                         ============     ============      =============   =========
   Cash dividends paid
    per share            $      0.05      $      0.05       $       0.15    $       0
                         ============     ============      =============   =========<PAGE>


</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 31,
                                                   1996               1995    
                                               ________________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
 Net income                                    $  5,703,931       $    193,392
 Adjustments to reconcile net income 
  to net cash provided by 
   operating activities:
  Depreciation and amortization                   3,880,564          8,452,357
  Amortization of intangibles                       155,213            465,854
  Provision for doubtful accounts and 
   impaired notes                                    66,155          3,541,638
  Deferred income taxes                           1,051,169               -
  Gain on sales of property  
   and equipment                                    (40,631)            (4,350)
  Gain on sale of product line                         -            (2,370,046)
  Changes in operating assets and liabilities:
   Receivables                                   (2,171,382)        (2,931,692)
   Inventories                                    1,068,865         (1,475,389)
   Prepaid expenses                                 352,700         (1,225,488)
   Distribution allowances                             -              (639,055)
   Assets held for disposal                       2,298,521               -
   Intangibles and other assets                  (1,564,935)          (861,867)
   Accounts payable and accrued expenses         (2,845,138)        (2,461,423)
   Income taxes                                   5,629,538          1,176,121
                                               _____________      _____________
    NET CASH PROVIDED BY OPERATING ACTIVITIES    13,584,570         1,860,052

INVESTING ACTIVITIES
 Purchases of property, plant, and equipment     (2,331,386)        (9,190,366)
 Proceeds from sales of property and equipment      318,508            527,593
 Origination of notes receivable                   (223,284)          (359,944)
 Principal collected on notes receivable          1,306,315          1,704,830
 Purchases of short-term investments            (23,496,592)        (3,123,436)
 Proceeds from maturity of short-term
  investments                                    28,148,446         13,887,222
 Proceeds from sale of product line                    -             1,200,000
                                               _____________      _____________
     NET CASH PROVIDED BY INVESTING ACTIVITIES    3,722,007        4,645,899

FINANCING ACTIVITIES
 Proceeds from sale of common stock                    -               550,694
 Dividends paid                                  (3,805,986)        (3,835,727)
 Purchases of treasury stock                     (3,694,119)          (324,688)
 Principal payments of long-term debt            (2,378,586)       (2,423,483)
                                               _____________      _____________
     NET CASH USED IN FINANCING ACTIVITIES       (9,878,691)       (6,033,204)
                                               _____________      _____________<PAGE>

    INCREASE IN CASH AND CASH EQUIVALENTS        7,427,886            472,747

Cash and cash equivalents at beginning
 of period                                        5,565,654          4,938,118
                                               _____________      _____________
     CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $ 12,993,540       $  5,410,865
                                               =============      =============
</TABLE>
See notes to consolidated financial statements.
                                                      Sequential Page No. 6







TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
August 31, 1996

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
three-month and nine-month periods ended August 31, 1996 are
not necessarily  indicative  of  the  results  that  may  be
expected for the year ended November 30, 1996.  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, 1995.

NOTE B -- RECLASSIFICATIONS AND RESTATEMENT

Certain  amounts   in   the  1995   consolidated   financial
statements have  been reclassified  to conform  to the  1996
presentation.

Net income per share as originally reported differs from the
amount set forth in the Consolidated Statement of Operations
for the first  nine months of  1995 due to  the adoption  of
Financial Accounting  Standards  Board  Statement  No.  114,
"Accounting by  Creditors  for  Impairment  of  a  Loan"  in
November 1995.  The effect of the adoption of this statement
decreased net income by $1,615,836 or $.06 per share for the
first nine months of 1995.

NOTE C -- INVENTORIES

<TABLE>
<CAPTION>
                                    August 31,    November 30,
                                       1996           1995  
                                 ____________    ____________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 4,886,268     $ 4,449,940

Finished yogurt products and
  other food products               3,010,353       4,203,058

Equipment and other products        3,954,982      4,267,470
                                  ____________    ____________

                                  $11,851,603     $12,920,468
                                  ============    ============ 

</TABLE>



                                       Sequential Page No. 7




NOTE D -- ACCRUED EXPENSES

Accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                    August 31,    November 30,
                                      1996            1995   
                                  ____________    ____________
<S>                               <C>             <C>
Rent                              $ 1,058,654     $ 1,547,372

Compensation                        2,832,603       3,355,348

Other                               1,926,443      4,138,660
                                  ____________    ____________

                                  $ 5,817,700     $ 9,041,380
                                  ===========     ============ 
</TABLE>




NOTE E -- CONTINGENCIES

A purported  investor in  a  former franchisee  has  claimed
approximately $26 million in trebled damages plus costs  and
prejudgment interest from the former franchisee for  alleged
fraudulent acts.   The  compensatory damages  requested  are
$8.7 million.  The Company has also been named in this  suit
as a defendant and has cross-claimed the former  franchisee.
The Company  believes  the plaintiff's  claims  against  the
Company to be without merit,  and t he Company is vigorously
contesting the suit to the extent the pace of the litigation
allows.

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,
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
fiscal quarter or year in which it were to be incurred,  but
the Company  cannot estimate  the  range of  any  reasonably
possible loss.












                                     Sequential Page No. 8



ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS<PAGE>





The Company's total sales during the third quarter and first
nine  months   of  1996   decreased  26   and  28   percent,
respectively, from sales in  the same periods  of 1995.   As
described below, the decrease in sales are primarily related
to the franchising or closing of most Company-owned  stores,
 the sale of the  rights for manufacturing and  distribution
of  "TCBY"(Registered)  refrigerated   yogurt  products   to
Mid-America Dairymen, Inc. in April 1995, and the  Company's
decision to  focus  on  geographic  regions  where  hardpack
products can be delivered and  marketed in a more  efficient
manner.   The Company  operates primarily  in two  segments:
food products and equipment.  The following table sets forth
sales by category within  the Company's primary segments  of
operation (dollars in thousands):





<TABLE>
<CAPTION>
                             Quarter Ended August 31,            Nine Months Ended Au
                             1996                1995              1996              
                       Sales     %      Sales      %     Sales     %      Sales     %
                      ________   ____     ________   ____    ________  ____     _____
<S>                   <C>        <C>      <C>        <C>     <C>       <C>      <C>  
Food Products:
 Frozen product sales 
  to ProSource
  Distribution
  Services  and
  other foodservice
  distributors        $16,899     65%     $17,868     51%    $39,704    60%     $41,7
 Yogurt sales to the
  retail grocery
  trade                 4,523     17%       7,228     20%     11,167    17%      21,8
 Retail sales by
  Company-owned
  stores                  217      1%       6,030     17%      2,426     4%      14,8
                      ________   ____     ________   ____    ________  ____     _____
                       21,639     83%      31,126     88%     53,297    81%      78,4

Equipment:
 Sales by the 
  Company's equip-
  ment distributor      3,341     13%       2,919      8%      9,325    14%       8,4
 Sales of manufac-
  tured specialty
  vehicles                833     3%        897        3%      2,307     4%       3,1
                      ________   ____     ________   ____    ________  ____     _____
                        4,174     16%       3,816     11%     11,632    18%      11,5
Other                     266     1%        235        1%        778     1%         7
                      ________   ____     ________   ____    ________  ____     _____
Total Sales           $26,075    100%     $35,177    100%    $65,707   100%     $90,7
                      =======    ====     =======    ====    =======   ====     =====
</TABLE>










                                      Sequential Page No. 9





Sales from the Company's  food products segment include  (i)
wholesale sales of frozen yogurt  and ice cream products  to
ProSource Distribution  Services  and to  other  foodservice
distributors, which distribute yogurt and other products  to
"TCBY"(Registered) stores and non-traditional locations, and
sales to international master  franchisees of frozen  yogurt
products and proprietary ingredients for the manufacture  of
frozen  yogurt  products  in  the  countries  that   produce
locally, (ii) sales of hardpack frozen yogurt,  refrigerated
yogurt  (through  April  1995),  and  frozen  novelties  for
distribution to the retail  grocery trade, and (iii)  retail
sales of  yogurt and  related  food items  by  Company-owned
stores.  

Wholesale sales of  frozen products  decreased five  percent
during the  third quarter  and first  nine months  of  1996,
compared to the same periods  in 1995.  These decreases  are
attributed  primarily  to  a  reduction  in  the  number  of
domestic traditional "TCBY"(Registered) stores (franchised and
company-owned) in operation and a decline in yogurt purchased
by operating stores during 1996 compared to 1995. 

The following  table sets  forth location  activity for  the
third quarter and first nine months of 1996 and 1995.





<TABLE>
<CAPTION>
                                                                          NON-
                             FRANCHISED    COMPANY     INTERNATIONAL  TRADITIONAL    
                               STORES      STORES        LOCATIONS     LOCATIONS   LO
                            1996   1995  1996  1995    1996    1995  1996   1995  199
                            _________________________________________________________
<S>                         <C>    <C>   <C>   <C>     <C>     <C>   <C>    <C>   <C>
For the third quarter:
 Locations open at 
  beginning of period       1,228  1,231    8    87     194     166   1,311  1,281  2
 Opened                        15     14    -     -      42      18      96     63   
 Closed                       (18)   (14)   -    (2)     (27)     -     (68)   (71)  
 Locations transferred          6      -   (7)    -      -       -        1      -   
                            _________________________________________________________

 Locations open at
  end of period             1,231  1,231    1    85     209     184   1,340  1,273  2
                            =========================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                          NON-
                             FRANCHISED    COMPANY     INTERNATIONAL  TRADITIONAL    
                               STORES      STORES        LOCATIONS     LOCATIONS   LO
                            1996   1995  1996  1995    1996    1995  1996   1995  199
                            _________________________________________________________
<S>                         <C>    <C>   <C>   <C>     <C>     <C>   <C>    <C>   <C>
For the first nine months:
 Locations open at 
  beginning of period       1,218  1,245   42    96     187     141   1,273  1,319  2
 Opened                        29     31    -     -      64      43     262    181   
 Closed                       (46)   (46)  (1)  (10)    (42)      -    (205)  (227)  
 Locations transferred         30      1  (40)   (1)      -       -      10      -   
                            _________________________________________________________

 Locations open at
  end of period             1,231  1,231    1    85     209     184   1,340  1,273  2
                            =========================================================
</TABLE>





                                                  Sequential Page No. 10 



Included in the franchised store information are 127 and 119
"TCBY"(Registered) stores closed for  relocation or for  the
season on  August  31, 1996  and  1995, respectively.    The
non-traditional locations include sites at airports,  travel
plazas, colleges,  hospitals,  theme  parks,  and  stadiums.
During  the   past  year,   additional  opportunities   have
developed in locations where "TCBY"(Registered) products are
utilized with other  brands such as  in petroleum stores  or
with other food concepts.   Locations developed in cojunction
with petroleum stores are a majority of the 262 non-
traditional openings in 1996.  The Company's initial
experience is that the volume of these locations may
exceed  that   of  some   other  types   of non-
traditional locations  with the  exception of  airports.
During the first  nine months of  1996, 205  non-traditional
locations were closed.  These locations generally  purchased
low volumes of yogurt from the Company.  The Company expects
that  there  may  be  additional  closings  of  low   volume
non-traditional locations.  These closings are not  expected
to have a material  impact on yogurt  sales, but will  allow
the Company's  support services  to  be more  effective  and
efficient.    In  addition,  the  Company's  joint   venture
partners  were  not  successful  in  retaining  all  of  the
"TCBY"(Registered) locations at the Dallas/Ft. Worth  (DFW),
Atlanta, and  Los  Angeles airports  where  the  foodservice
contracts were  up  for bid  in  1995.   The  transition  in
Atlanta and  Los Angeles  is complete  and declines in the 
frozen yogurt sales  at these airports  are not material  to
the Company.  The  transition at the  DFW Airport has  begun
and the Company does  not expect to  have locations in  this
airport  at  some  point  during  fiscal  1997  unless   new
opportunities develop.  The Company anticipates the  decline
in frozen  product sales  from the  changes at  DFW will  be
offset by  continued  growth  in  new  co-branded  locations
described above.

Sales of yogurt  to the  retail grocery  trade decreased  37
percent and 49  percent during the  third quarter and  first
nine months  of 1996,  respectively,  compared to  the  same
periods in 1995.  In April 1995, the Company sold the rights
for  exclusive   manufacturing  and   distribution  of   the
"TCBY"(Registered) refrigerated  yogurt products  throughout
the  United  States  to  Mid-America  Dairymen,  Inc.,   who
co-packed the products for the  Company.  The sale  resulted
in a pre-tax gain of  $2.4 million included in other  income
for the  first  nine  months of  1995  on  the  Consolidated
Statements  of   Operations.     The  Company's   sales   of
refrigerated  yogurt  products  totaled  approximately  $5.3
million in 1995.   During  the fourth quarter  of 1995,  the
Company began  to  focus  on geographic  regions  where  the
hardpack products can  be delivered and  marketed in a  more
efficient  manner.    This  action  has  improved  operating
results but has resulted in  lower sales of hardpack  yogurt
products to the retail grocery trade in 1996.




                                    Sequential Page No. 11





Retail Sales by Company-owned stores declined 96 percent and
84 percent during the third quarter and first nine months of
1996, respectively, compared  to the same  periods in  1995.
These  declines  result  primarily   from  a  reduction   of
Company-owned stores  operated  during  1996.    During  the
fourth quarter of 1995, the Company decided to franchise  or
close  most  of  the  Company-owned  stores.    The  Company
believes the stores can operate more effectively with  local
ownership.  The divestiture of the stores will lower  future
sales in the food products segment.  At August 31, 1996  and
1995,  the  Company   operated  1  store   and  85   stores,
respectively.

Sales in the Company's  equipment segment include (i)  sales
from  the  distribution  of  equipment  to  the  foodservice
industry and (ii) sales of manufactured mobile kitchens  and
other  specialty   vehicles   primarily  to   business   and
government  entities.    Sales  in  the  equipment   segment
increased nine  percent and  one  percent during  the  third
quarter and first  nine months of  1996, respectively,  over
the same periods in the prior year.  

The  increase  in   sales  during  the   third  quarter   is
attributable to increased sales  at the Company's  equipment
distributor due to the opening of non-traditional locations,
some of which  are purchasing  a portion  of their  original
equipment packages from the Company.  The increase in  sales
for the  nine  month  period  is  due  to  the  same  reason
described  above  except  the  increase  in  sales  for  the
equipment distributor  was  partially  offset  by  decreased
orders for  specialty vehicles  at the  Company's  equipment
manufacturer.   The Company  has  continued the  process  to
possibly  divest  its  equipment  manufacturer  located   in
Fresno, California as this subsidiary is no longer a part of
the Company's core business. 





<TABLE>
<CAPTION>
                             Third Quarter     First Nine Months 
                            _______________    ___________________
                             1996     1995      1996       1995  
                            ______   ______     ______     ______
   <S>                      <C>      <C>        <C>        <C>
   Company                    64%      59%        64%        58%

   Food Products Segment      63%      56%        62%        55%

   Equipment Segment          74%      86%        76%        82%
   </TABLE>








                                       Sequential Page 12





The increase in the overall cost of sales to sales ratio for
 1996 is  attributed to  a number of  factors including  the
Company's  decision  to  franchise  or  close  most  of  its
Company-owned stores.  The Company-owned stores had a  lower
cost of sales to sales ratio than the overall ratio for  the
food products segment.  Therefore,  as such stores were sold
or closed, the cost  of sales to  sales ratio is  increased.
In addition, milk prices, which represent a major  component
of the  Company's  cost  of  sales,  increased  during  1996
compared to 1995.   Milk prices  have risen as  a result  of
lower milk production primarily  due to extremely high  feed
prices and strong consumer demand for dairy products.   Milk
prices are expected to remain  higher in the fourth  quarter
of 1996 compared to  the same period in  1995.  Lastly,  the
overhead  cost  per  unit  at  the  Company's  manufacturing
facility in Dallas has increased during 1996 as a result  of
lower volumes  produced compared to  the previous  year and
higher total overhead  costs primarily related  to the  1995
expansion of the manufacturing facility.  

Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty  income.  In  the third quarter  of
1996, initial  franchise and  license fees  decreased  three
percent over the  same period in  1995 while royalty  income
increased three percent compared to the same period in 1995.
The decrease in franchise and license fees results primarily
from decreased  initial international  fees which  fluctuate
from period to period as  new countries are developed.   The
decrease in initial international fees was partially  offset
by increased  domestic franchise  fees, resulting  primarily
from the  expansion  into  convenience  stores  operated  in
association with national petroleum companies.  The increase
in royalty income  relates to  the growth in  the number  of
franchises operated by petroleum companies and their dealers
or distributors,  international  development, and  from  the
franchising of stores that  were previously operated by  the
Company. 

In the  first nine  months of  1996, initial  franchise  and
license fees increased  42 percent over  the same period  in
1995 while royalty income  was virtually unchanged  compared
to the same period in 1995.   The increase in franchise  and
license  fees  results  primarily  from  increased  domestic
franchise fees as discussed above.

 Selling, general, and administrative expenses decreased 47
percent and 46 percent in  the third quarter and first  nine
months of 1996, respectively,  compared to the same  periods
in 1995.    These  decreases  are  attributable  to  several
factors including:   (i)  a  reduction in  depreciation  and
amortization due to  the reduction in  the basis of  various
assets associated with the adoption during 1995 of Financial
Accounting Standards 
                                    Sequential Page No. 13


Board Statement No.  121 "Accounting for  the Impairment  of
Long-Lived Assets and for  Long-Lived Assets to be  Disposed
Of";  (ii)  a  reduction  in  selling  and  marketing  costs
associated with the refrigerated  yogurt line sold in  April
1995 and the Company's decision to focus distribution of its
hardpack frozen yogurt products to the retail grocery  trade
in geographic regions  where the products  can be  delivered
and marketed in a more  efficient manner; (iii) a  reduction
in expenses related to operation of corporate stores due  to
the franchising or closing of all but one of these stores as
discussed above, and; (iv) a restructuring of the  Company's
organization in the fourth quarter of 1995.  As a percentage
of  combined  sales   and  franchising  revenues,   selling,
general, and administrative expenses were 26 percent and  38
percent  for   the  third   quarter   of  1996   and   1995,
respectively, and were  33 percent  and 46  percent for  the
first nine months of 1996 and 1995, respectively.

The provision  for  doubtful  accounts  and  impaired  notes
decreased 95 percent  and 98 percent  for the third  quarter
and first nine months of 1996, respectively, compared to the
same  periods  in   1995.    The   decreases  in  1996   are
attributable to significant provisions made in 1995 relating
to the  adoption  of Financial  Accounting  Standards  Board
Statement No. 114 "Accounting by Creditors for Impairment of
a Loan".








                                Sequential Page No. 14




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   increased
approximately $2.8 million in the first nine months of 1996.
This increase resulted primarily from (i) the net income for
the first nine months of  1996, (ii) cash from the  disposal
of assets held for  sale; and (iii)  receipt of federal  tax
refunds from  1995  tax  benefits.    These  increases  were
partially offset by  purchases of  treasury stock  totalling
$3.7 million and  cash dividends  of 15 cents  per share  or
$3.8 million paid in 1996.   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.  

On September 11, 1996, the  Company purchased the assets  of
two  Phoenix,   Arizona-based   companies   which   together
constitute a  two-unit  juice  bar concept  known  as  Juice
Works(Registered) for $1 million.

On August  31,  1996,  working  capital  was  $34.6  million
compared to $36.7 million on November 30, 1995.  The current
ratio was 3.7 to 1.0  on August 31, 1996  and 3.5 to 1.0  on
November 30, 1995.  The  long-term debt to equity ratio  was
 .13 to 1.0 at August 31, 1996 and .15 to 1.0 at November 30,
1995.  The Company has  tangible net worth of $76.7  million
at August 31, 1996.

On September  20, 1996,  the  Company's Board  of  Directors
declared a five cents per share dividend payable on  October
14, 1996 to the stockholders  of record on October 4,  1996.
The Company will consider  adjustments to the dividend  rate
after  giving  consideration  to  return  to   stockholders,
profitability expectations and financing needs.








                                     Sequential Page No. 15








                    PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

There were no changes from previously reported litigation.

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

          a)  Exhibits
<S>           <C>
27          Article 5, Financial Data Schedule for the Third
            Quarter Fiscal 1996 Form 10-Q

99(a)       Press release, dated August 30, 1996, "TCBY 
            Announces Jerry Butterbaugh New Vice President, 
            National Accounts."

99(b)       Press release, dated September 18, 1996, "TCBY 
            Announces New International Development."

99(c)       Press release, dated September 20, 1996, "TCBY 
            Reports Third Quarter Earnings Increase 72 
            Percent."

99(d)       Press release, dated September 24, 1996, "TCBY 
            Announces Acquisition of Juice Works(Registered)
            Concept."
</TABLE>
          b)The Company did not file any reports on Form 8-K
            during the three months ended August 31, 1996.





                                     Sequential Page No. 16




                             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:  10/11/96                 /s/ Frank D. Hickingbotham  
                               __________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  10/11/96                    /s/ Gene Whisenhunt      
                                 __________________________
                                   Gene Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer




















                                     Sequential Page No. 17






                           EXHIBIT 27