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 March 2, 1997 
                                                            
________________________________

                               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,  1997  there were  24,275,876  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
          March 2, 1997 and November 30, 1996                      3

          Consolidated Statements of Operations
          Quarter Ended March 2, 1997 and 
          February 29, 1996                                        5

          Consolidated Statements of Cash Flows
          Quarter Ended March 2, 1997 and 
          February 29, 1996                                        6

          Notes to Consolidated Financial Statements 
          March 2, 1997                                            7


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


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings                                       14

Item 6.   Exhibits and Reports on Form 8-K                        14


SIGNATURES                                                        15

</TABLE>



                                       Sequential Page No. 2


                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                              March 2,          November 30,
                                                1997               1996  
                                            __________________________________
<S>                                         <C>                <C>
CURRENT ASSETS:
 Cash and cash equivalents                  $ 10,204,335       $ 14,919,008
 Short-term investments                        4,165,250          4,252,552
 Receivables:
  Trade accounts                              11,172,544          8,620,498
  Notes                                        2,411,572          2,429,967
  Allowance for doubtful accounts
   and impaired notes                         (1,209,645)        (1,187,628)
                                            _____________      _____________
                                              12,374,471          9,862,837

 Refundable income taxes                         210,927            332,873
 Deferred income taxes                         1,451,190          1,451,190
 Inventories                                  13,431,313         11,321,751
 Prepaid expenses and other assets             1,935,408          1,742,801
 Assets held for sale                            781,680            822,583
                                            _____________      _____________

    TOTAL CURRENT ASSETS                      44,554,574         44,705,595

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,866,820          2,866,820
 Buildings                                    23,644,654         23,581,923
 Furniture, vehicles, and equipment           49,216,017         49,073,757
 Leasehold improvements                        3,511,636          3,511,509
 Construction in progress                         42,661               -
 Allowances for depreciation                 (36,799,258)       (35,694,982)
                                            _____________      _____________

                                              42,482,530         43,339,027

OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful and 
  impaired notes of $8,432,342 in 1997 
  and $8,494,396 in 1996)                      5,991,212          6,131,070
 Intangibles (less amortization of
  $1,786,753 in 1997 and $1,731,199 in 1996)   4,447,188          4,485,689
 Other                                         3,334,914          3,807,066
                                            _____________      _____________

                                              13,773,314         14,423,825
                                            _____________      _____________

    TOTAL ASSETS                            $100,810,418       $102,468,447
                                            =============      =============

</TABLE>
See notes to consolidated financial statements.


                                      Sequential Page No. 3



TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                               March 2,        November 30,
                                                 1997               1996    
                                            _____________      _____________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  3,619,436       $  1,906,568
 Accrued expenses                              5,187,789          5,699,381
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________

    TOTAL CURRENT LIABILITIES                 11,978,673         10,777,397

LONG-TERM DEBT, less current portion          8,676,594          9,469,456

DEFERRED INCOME TAXES                         3,001,101          3,001,101

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 -
  1997 - 27,063,345; 1996 - 27,062,345         2,706,335          2,706,235
 Additional paid-in capital                   25,551,084         25,547,184
 Retained earnings                            64,190,862         65,165,190
                                            _____________      _____________

                                              92,448,281         93,418,609

Less treasury stock, at cost (2,679,469 
 shares in 1997 and 2,424,769 in 1996)       (15,294,231)       (14,198,116)
                                            _____________      _____________

 TOTAL STOCKHOLDERS' EQUITY                   77,154,050         79,220,493
                                            _____________      _____________

TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                    $100,810,418       $102,468,447
                                            =============      =============

</TABLE>
See notes to consolidated financial statements.


                                       Sequential Page No. 4




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

<TABLE>
<CAPTION>
                                                      Quarter Ended
                                              March 2,         February 29,
                                                1997               1996   
                                            _________________________________
<S>                                         <C>                <C>
Sales                                       $ 15,884,887       $ 15,052,899
Cost of sales                                 10,682,965          9,451,986
                                            _____________      _____________
  GROSS PROFIT                                 5,201,922          5,600,913

Franchising revenues:
 Initial franchise and license fees              761,375            532,750
 Royalty income                                1,825,437          1,692,004
                                            _____________      _____________
                                               2,586,812         2,224,754
                                            _____________      _____________

                                               7,788,734          7,825,667

 Selling, general, and administrative
  expenses                                     7,527,396          8,659,113
                                            _____________      _____________
 
  INCOME (LOSS) FROM OPERATIONS                  261,338           (833,446)

Other income (expense):
 Interest expense                               (202,970)          (262,754)
 Interest income                                 303,085            275,778
 Other income                                     25,701             43,996
                                            _____________      _____________
                                                 125,816             57,020
                                            _____________      _____________

  INCOME (LOSS) BEFORE INCOME TAXES              387,154           (776,426)

Income tax expense (benefit)                     135,503           (271,749)
                                            _____________      _____________

  NET INCOME (LOSS)                         $    251,651       $   (504,677)
                                            =============      =============
  Net Income (Loss) Per Share               $       0.01       $      (0.02)
                                            =============      =============

  Average Shares Outstanding                  24,471,597          25,563,836
                                            =============      =============

  Cash Dividends Paid Per Share             $       0.05       $       0.05
                                            =============      =============


</TABLE>
See notes to consolidated financial statements.

                                      Sequential Page No. 5


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

<TABLE>
<CAPTION>
                                                        Quarter Ended
                                                  March 2,         February 29,
                                                   1997               1996   
                                               ________________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
Net income (loss)                              $    251,651       $   (504,677)
Adjustments to reconcile net income 
 (loss) to net cash (used in) provided 
 by operating activities:
  Depreciation                                    1,314,020          1,295,965
  Amortization of intangibles                        54,254             47,705
  Provision for doubtful accounts and 
   impaired notes                                    17,699             22,055
  Gain on disposal of property and equipment           -                (2,864)
Changes in operating assets and liabilities:
  Receivables                                    (2,613,635)            29,444
  Inventories                                    (2,094,661)           476,295
  Prepaid expenses                                 (192,607)          (168,154)
  Assets held for disposal                             -               777,619
  Intangibles and other assets                      386,539            480,785
  Accounts payable and accrued expenses           1,201,276         (1,319,161)
  Income taxes                                      121,946           (279,054)
                                               _____________      _____________

    NET CASH (USED IN) PROVIDED BY OPERATING
     ACTIVITIES                                  (1,553,518)           855,958

INVESTING ACTIVITIES
Purchases of property, plant, and equipment        (361,661)          (597,575)
Proceeds from sales of property and equipment          -                37,600
Origination of notes receivable                     (53,921)           (48,364)
Principal collected on notes receivable             278,081            289,051
Purchases of short-term investments                (720,000)        (5,012,019)
Proceeds from maturity of short-term 
  investments                                       807,302          2,560,930
                                               _____________      _____________

    NET CASH USED IN
     INVESTING ACTIVITIES                           (50,199)        (2,770,377)

FINANCING ACTIVITIES
Proceeds from sale of Common Stock                    4,000               -
Dividends paid                                   (1,225,979)        (1,281,719)
Purchases of treasury stock                      (1,096,115)        (1,340,384)
Principal payments of long-term debt               (792,862)          (528,574)


    NET CASH USED IN FINANCING ACTIVITIES        (3,110,956)        (3,150,677)

    DECREASE IN CASH AND CASH EQUIVALENTS        (4,714,673)        (5,065,096)
Cash and cash equivalents at beginning
 of period                                       14,919,008          5,565,654
                                               _____________      _____________

    CASH AND CASH EQUIVALENTS AT END
     OF PERIOD                                 $ 10,204,335       $    500,558
                                               =============      =============<PAGE>

</TABLE>
See notes to consolidated financial statements.

                                      Sequential Page No. 6








TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 2, 1997

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 March 2,  1997 are not necessarily  indicative
of the  results that  may  be expected  for the  year  ended
November 30, 1997.   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, 1996.

In the  first quarter  of  1997, the  Company changed  to  a
fiscal year  consisting of  52 or  53 weeks,  ending on  the
Sunday nearest November 30.

NOTE B -- RECLASSIFICATIONS AND RESTATEMENT

Certain  amounts   in   the  1996   consolidated   financial
statements have  been reclassified  to conform  to the  1997
presentation.

NOTE C -- INVENTORIES

<TABLE>
<CAPTION>
                                    March 2,      November 30,
                                     1997            1996  
                                  ___________     ___________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 4,857,699     $ 3,794,175

Finished yogurt products and
  other food products               4,178,067       2,947,515

Equipment and other products        4,395,547       4,580,061
                                  ___________     ___________

                                  $13,431,313     $11,321,751
                                  ===========     =========== 


</TABLE>
The increase in manufacturing materials and supplies is due
to seasonality and expanded private label sales of  hardpack
and novelty products as described in Item 2.

                                     Sequential Page No. 7


NOTE D -- ACCRUED EXPENSES

Accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                    March 2,      November 30,
                                     1997            1996   
                                  ___________     ____________
<S>                               <C>             <C>
Rent                              $   771,556     $   960,371

Compensation                        2,738,621       2,219,160

Other                               1,677,612       2,519,850
                                  ___________     ____________

                                  $ 5,187,789     $ 5,699,381
                                  ===========     =========== 

</TABLE>


NOTE E -- CONTINGENCIES

A  purported  investor  in   a  former  franchisee   claimed
approximately $26 million in trebled damages plus costs  and
prejudgment interest from the former franchisee for  alleged
fraudulent acts.   The compensatory  damages requested  were
$8.7 million.  The Company was also named in this suit as  a
defendant.  In April, 1997, summary judgment was granted  by
the trial court in favor of the Company on the basis that as
a matter  of law  the Company  could not  be liable  to  the
purported investor; the Company anticipates an appeal by the
purported investor, but none has  been filed as of the  date
of this quarterly report on Form 10-Q.  

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
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

The Company's  total sales  for the  first quarter  of  1997
increased six percent  from sales  in the  first quarter  of
1996.  As described below, this increase in sales is related
to increased sales of "TCBY"(Registered) frozen products and
specialty  products  as  well  as  increased  sales  by  the
Company's equipment distributor.   These increases in  sales
were partially offset by  decreased sales for  Company-owned
stores  due  to  the   franchising  of  most   Company-owned
"TCBY"(Registered) stores during 1996.  The Company's  total
sales  excluding   "TCBY"(Registered)  Company-owned   units
increased  15  percent  in  1997  compared  to  1996.    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
                                         1997                     1996     
                                _____________________     ____________________
                                  Sales           %        Sales           % 
                                ________        _____     ________       _____
<S>                             <C>             <C>       <C>            <C>
Food Products:
______________
 "TCBY"(Registered) frozen 
  product sales for distribution 
  to "TCBY"(Registered) 
  locations                     $  8,631         54%      $  8,246        55%
 Sales of specialty products       3,024         19%         2,177        14%
 Retail sales by Company-  
  owned stores                       165          1%         1,326         9%
                                ________        _____     ________       _____

                                  11,820         74%        11,749        78%

Equipment:
__________
 Sales by the Company's 
  equipment distributor            3,000         19%         2,265        15% 
 Sales of manufactured 
  specialty vehicles                 794          5%           784         5%
                                ________        _____     ________       _____
                                   3,794         24%         3,049        20%
Other                                271          2%           255         2%
                                ________        _____     ________       _____

Total Sales                     $ 15,885        100%      $ 15,053       100%
                                ========        ====      ========       ====<PAGE>

</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 to  other  foodservice
distributors,     which      distribute     products      to
"TCBY"(Registered) stores and non-traditional locations, and
sales to international master  franchisees of frozen  yogurt
and ice cream products  and proprietary ingredients for  the
manufacture of frozen yogurt products in the countries  that
produce locally,  (ii)  sales of  "TCBY"(Registered)  frozen
packaged products and other dairy food products to customers
including supermarkets,  convenience stores,  dairies,  food
service  distributors,  club   stores,  and  private   label
suppliers, and  (iii) retail  sales of  yogurt, juices,  and
related food items by Company-owned stores.  

                                      Sequential Page No. 9

Wholesale sales  of  frozen yogurt  increased  five  percent
during the first quarter  of 1997 as  compared to the  first
quarter of 1996.  This  increase is attributed primarily  to
increased purchases  by  "TCBY"(Registered)  non-traditional
locations.  

The following  table sets  forth location  activity for  the
first quarter of  1997 and 1996  for "TCBY"(Registered)  and
Juice Works(Registered) locations:

<TABLE>
<CAPTION>
                                                                          NON-
                             FRANCHISED    COMPANY     INTERNATIONAL  TRADITIONAL    
                               STORES       STORES       LOCATIONS     LOCATIONS    L
                            1997   1996  1997  1996    1997    1996   1997   1996  19
                            _________________________________________________________
<S>                         <C>    <C>   <C>   <C>     <C>     <C>    <C>    <C>    <
 For the first quarter:
  Locations open at 
   beginning of period      1,198  1,218    2    42     201     187   1,297  1,273  2
  Opened                       13      2    -     -      11      16      70     47   
  Closed                      (18)   (18)   -    (1)     (2)    (11)    (47)   (62)  
  Locations transferred         -      6    -   (15)      -       -       -      9   
                            _________________________________________________________

  Locations open at
   end of period            1,193  1,208    2    26     210     192   1,320  1,267  2
                            =========================================================
</TABLE>


Included in the franchised store information are 157 and 146
"TCBY"(Registered) stores closed for  relocation or for  the
season on March 2, 1997 and February 29, 1996, respectively.
The non-traditional  locations  include sites  at  airports,
travel  plazas,  convenience  stores,  colleges,  hospitals,
theme parks, and stadiums.   The Company continues to  focus
on  the  development  of   locations  in  conjunction   with
petroleum  stores  and   other  food  concepts   (co-branded
locations).  The majority of the 70 non-traditional openings
in the first quarter of 1997 were co-branded.  The Company's
current experience is  that the  volume of  yogurt of  these
locations  will  exceed   that  of  some   other  types   of
non-traditional locations  with the  exception of  airports.
During  the  first  quarter  of  1997,  47   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 as they are not efficient for  the
Company to  service  or  the customer  to  operate.    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.  


                                     Sequential Page No. 10

Sales of specialty products increased 39 percent during  the
first quarter of 1997  as compared to  the first quarter  of
1996.  This  increase is attributed  primarily to  increased
sales of private  label products.   The Company has  pursued
private  label  opportunities   to  utilize  the   available
capacity at  its manufacturing  facility  in Dallas.    This
increase was partially offset by  a decrease in the sale  of
"TCBY"(Registered) hardpack products  for the same  periods.
The Company continues to  focus on geographic regions  where
the hardpack products  can be delivered  and marketed in an
efficient manner.

Retail sales  by Company-owned  stores declined  88  percent
during the  first  quarter of  1997  compared to  the  first
quarter of 1996.  This  decline resulted primarily from  the
Company's decision, during  the fourth quarter  of 1995,  to
franchise  or   close   most   of   the   "TCBY"(Registered)
Company-owned stores.   The Company took  this action as  it
believes the stores will operate more effectively with local
ownership.  The divestiture of  the stores will lower  sales
in the food products segment in 1997 as the Company operated
units for a portion of 1996.  At March 2, 1997, and February
29,   1996,   the   Company   operated   two   stores   (one
"TCBY"(Registered) and one  Juice Works(Registered)) and  26
"TCBY"(Registered) 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  businesses   and
governments.  Sales  in the equipment  segment increased  24
percent during  the  first quarter  of  1997 over  the  same
period  in  the  prior  year.    The  change  in  sales   is
attributable to increased sales  at the Company's  equipment
distributor due to  international equipment  orders and  the
opening  of  non-traditional  "TCBY"(Registered)  locations,
some  of  which  purchased  a  portion  of  their   original
equipment packages from the Company. 

As a percent of sales, cost  of sales for the first  quarter
of 1997  and  1996  for  the Company  and  its  two  primary
segments are presented below:
<TABLE>
<CAPTION>
                                          1997        1996
     ______________________________________________________
     <S>                                  <C>         <C>
     Food Products Segment                 65%         60%
     Equipment Segment                     79%         80%
     Company Total                         67%         63%
</TABLE>
The increase  in the  food products  segment cost  of  sales
percentage is  due  to a  number  of factors  including  the
Company's  decision  to  franchise  or  close  most  of  its
"TCBY"(Registered) Company-owned stores.  These stores had a
lower cost of sales percentage than the other categories  of
the food products segment noted  above.  Therefore, as  such
stores were sold or  closed, cost of sales  as a percent  of
sales increased in the food products segment.  In  addition,
sales of specialty 
                                     Sequential Page No. 11

products, which generally  have  a  higher  cost  of  sales
percentage than the  other food segment  categories, were  a
larger component of the food  products segment sales in  the
first quarter of 1997 compared  to the prior year  primarily
because of increased sales to private label customers.   The
increase in  the  cost  of sales  percentage  for  the  food
segment was partially offset by a decrease in dairy  prices.
Dairy prices,  which  represent  a major  component  of  the
Company's cost of sales, were lower in the first quarter  of
1997 compared to the first  quarter of 1996.  The  Company's
dairy costs  are expected  to be  comparable in  the  second
quarter of 1997 to the costs in the same period of 1996.  
Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty  income.  In  the first quarter  of
1997,  initial  franchise  and  license  fees  increased  43
percent while royalty  income increased  eight percent  from
the same period  in 1996.   This increase  in franchise  and
license  fees  results  primarily  from  increased   initial
international franchise  fees.    The  increase  in  royalty
income relates to  the growth  in the  number of  franchises
operated  by  petroleum  companies  and  their  dealers   or
distributors and international development.

Operating expenses decreased 13 percent in the first quarter
of 1997 compared to the same  period in 1996.  The  decrease
is due  to  a reduction  in  operating expenses  related  to
corporate stores due to the franchising or closing of  these
units as discussed above.  As a percentage of combined sales
and franchising revenues, operating expenses were 41 percent
and 50  percent for  the  first quarter  of 1997  and  1996,
respectively. 

The key  objective  of  the  Company  continues  to  be  the
enhancement of shareholder  value.  As  such, the  Company's
executive management team  will receive  its full  incentive
bonus only if the Company attains earnings per share of $.34
in 1997, which approximates a 30 percent increase over 1996.
The  Company  expects  revenues   from  food  products   and
equipment sales  to  increase  over 1996  due  to  continued
expansion of  co-branded locations  and other  manufacturing
opportunities.   Sales  will  be  reduced  somewhat  by  the
franchising of  Company-owned units  during 1996,  as  noted
above.  Management will continue to evaluate operating costs
for efficiencies.  

The Company and  its representatives may  from time to  time
make written or oral forward-looking statements with respect
to their  current views  and  estimates of  future  economic
circumstances, industry conditions, company performance, and
financial results.    These forward-looking  statements  are
based on  certain assumptions  regarding the  economy,  unit
openings and  closings, sales  volumes  per unit  and  other
manufacturing   opportunities.      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-looki ng 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. 12



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 $4.8  million
during the first  quarter of 1997.   This decrease  resulted
primarily from  (i) purchases  of  treasury stock,  (ii)  an
increase in trade  accounts receivable primarily  attributed
to the  normal  increase in  the  first quarter  along  with
expansion in the private label market, (iii) an increase  in
inventory due to raw  goods and packaging materials  related
to increased volume  of hardpack and  novelty products,  and
(iv) a cash dividend of five cents per share or $1.3 million
paid in January 1997.  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 1995, the  Company was authorized to  repurchase
up to three million shares of its outstanding common  stock.
Subsequently, repurchases have totaled 1,292,400 shares with
254,700 shares purchased in the first quarter of 1997.   The
repurchases were funded with cash flows.  Future repurchases
will be funded with cash flows from operations or  long-term
financing. 

On March 2, 1997, working capital was $32.6 million compared
to $33.9 million on  November 30, 1996.   The current  ratio
was 3.7 to 1.0 on March 2,  1997 and 4.1 to 1.0 on  November
30, 1996.  The long-term debt to equity ratio was .11 to 1.0
at March 2, 1997 and .12 to  1.0 at November 30, 1996.   The
Company has tangible net worth of $72.7 million at March  2,
1997.

On March 11, 1997, the Company's Board of Directors declared
a five cents per share dividend payable on April 10, 1997 to
the stockholders of record on  March 27, 1997.  The  Company
will consider adjustments to the dividend rate after  giving
consideration  to  return  to  stockholders,   profitability
expectations and financing needs.


                                     Sequential Page No. 13




                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

A purported investor in a former franchisee claimed approximately 
$26 million in trebled damages plus costs and prejudgment interest
from the former franchisee for alleged fraudulent acts.  The com-
pensatory damages requested were $8.7 million.  The Company was
also named in this suit as a defendant.  In April, 1997, summary
judgment was granted by the trial court in favor of the Company 
on the basis that as a matter of law the Company could not be
liable to the purported investor; the Company anticipates an 
appeal by the purported investor, but none has been filed as of 
the date of this quarterly report on Form 10-Q.



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

          a)  Exhibits
<S>           <C>
27            Article 5, Financial Data Schedule for the First
              Quarter 1997 Form 10-Q

99(a)         Press release, dated  March 13, 1997, "TCBY
              Reports Improved Operating Results for First 
              Quarter"

99(b)         Press release, dated March 26, 1997, ""TCBY"
              Treats(Service Mark) Stores and Subway Shops 
              Under One Roof to Satisfy Customers"

99(c)         Press release, dated April 4, 1997, "TCBY and 
              Nathan's Announce Co-Branding Alliance"

</TABLE>
           b)  The Company did not file any Reports on Form 8-K
              during the quarter ended March 2, 1997.


                                     Sequential Page No. 14




                           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:  04/15/97                   /s/ Frank D. Hickingbotham
                                  __________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  04/15/97                    /s/ Gene Whisenhunt
                                  __________________________
                                   Gene Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer


                                     Sequential Page No. 15


                           EXHIBIT 27