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 May 31, 1998
                                _______________
                               OR

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

For the transition period from ______________ to _____________

Commission file number  1-10046
                       _________

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




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


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


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



Indicate by check mark whether  the registrant (1) has filed  all reports 
required to be  filed by Section 13  of the Securities Exchange  Act of 1934 
during the preceding 12 months,(or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing 
requirements for the past 90 days.


                                       Yes _X_   No ___


On June 30, 1998 there were 23,111,324 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
          May 31, 1998 and November 30, 1997                       3

          Consolidated Statements of Operations
          Quarter ended and six months ended
          May 31, 1998 and June 1, 1997                            5

          Consolidated Statements of Cash Flows
          Six months ended May 31, 1998 and June
          1, 1997                                                  6

          Notes to Consolidated Financial Statements 
          May 31, 1998                                             7


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




PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings                                       16

Item 4.   Submission of Matters to a Vote of
          Security Holders                                        16

Item 6.   Exhibits and Reports on Form 8-K                        17


SIGNATURES                                                        18
</TABLE>

                             Sequential Page No. 2

                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                May 31,        November 30,
                                                 1998              1997   
                                            ________________________________
<S>                                         <C>                <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                  $  8,519,959       $ 19,693,693
 Short-term investments                        2,343,772          2,406,045
 Receivables:
  Trade accounts                              14,914,152          8,750,207
  Notes                                        2,132,332          2,127,328
  Allowance for doubtful accounts
   and impaired notes                           (828,071)          (833,447)
                                            _____________      _____________
                                              16,218,413         10,044,088

 Refundable income taxes                            -                12,472
 Deferred income taxes                           842,086          1,086,406
 Inventories                                  15,803,838         10,679,231
 Prepaid expenses and other assets             1,716,509          1,549,643
 Assets held for sale                            754,652            754,652
                                            _____________      _____________
    TOTAL CURRENT ASSETS                      46,199,229         46,226,230

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,866,820          2,866,820
 Buildings                                    24,419,623         23,753,155
 Furniture, vehicles, and equipment           50,202,507         49,987,506
 Leasehold improvements                        3,629,885          3,625,054
 Allowance for depreciation                  (41,878,091)       (39,891,253)
                                            _____________      _____________
                                              39,240,744         40,341,282
OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful notes of
  $7,728,638 in 1998 and $7,741,180
  in 1997)                                     4,762,667          5,495,337
 Intangibles (less amortization of
  $2,095,048 in 1998 and $1,964,433 
  in 1997)                                     4,323,615          4,326,193
 Other                                         2,098,113          2,875,354
                                            _____________      _____________
                                              11,184,395         12,696,884
                                            _____________      _____________
    TOTAL ASSETS                            $ 96,624,368       $ 99,264,396
                                            =============      =============
</TABLE>
See notes to consolidated financial statements.

                            Sequential Page No. 3

 TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>

                                                May 31,         November 30,
                                                 1998               1997
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  5,079,447       $  1,910,414
 Accrued expenses                              5,369,576          6,612,146
 Income taxes payable                            270,497               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________
    TOTAL CURRENT LIABILITIES                 13,890,968         11,694,008

LONG-TERM DEBT, less current portion           4,628,720          6,298,008

DEFERRED INCOME TAXES                          3,431,101          3,846,858

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Preferred stock, par value $.10 per share;
  authorized 2,000,000 shares                       -                  -
 Common stock, par value $.10 per share;
  authorized 50,000,000 shares;
  issued - 1998 - 27,700,223; 
  1997 - 27,095,620                            2,770,022          2,709,562
 Additional paid-in capital                   29,705,795         25,761,424
 Retained earnings                            71,134,769         69,216,099
                                            _____________      _____________
                                             103,610,586         97,687,085

 Less treasury stock, at cost (4,499,374
  shares in 1998 and 3,515,269 in 1997)      (28,937,007)       (20,261,563)
                                            _____________      _____________

    TOTAL STOCKHOLDERS' EQUITY                74,673,579         77,425,522
                                            _____________      _____________
    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                 $ 96,624,368       $ 99,264,396
                                            =============      =============

</TABLE>
See notes to consolidated financial statements.

                             Sequential Page No. 4

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


<TABLE>
<CAPTION>
 
                                 Quarter Ended                     Six Months Ended
                            May 31,          June 1,            May 31,         June 1,
                             1998             1997               1998            1997
                         ________________________________________________________________
<S>                      <C>              <C>               <C>             <C>
Sales                    $27,083,951      $26,802,645       $ 43,812,652    $ 42,687,532
Cost of sales             18,139,008       18,029,523         29,431,523      28,712,488
                         ____________     ____________      _____________   _____________
  GROSS PROFIT             8,944,943        8,773,122         14,381,129      13,975,044

Franchising revenues:
 Initial franchise and
  license fees               675,875        1,456,711          1,360,855       2,218,086
 Royalty income            3,137,764        2,924,669          4,932,608       4,750,106
                         ___________       ___________       ____________   _____________
                           3,813,639        4,381,380          6,293,463       6,968,192
                         ____________     ____________      _____________   _____________
                          12,758,582       13,154,502         20,674,592      20,943,236

 Selling, general, and
  administrative 
  expenses                 7,619,643        8,457,652         14,623,444      15,985,048
                         ------------     ------------      -------------   -------------

  INCOME FROM 
   OPERATIONS              5,138,939        4,696,850          6,051,148       4,958,188

Other income (expense):
 Interest expense           (141,699)        (189,931)          (305,315)       (392,901)
 Interest income             263,233          243,620            617,767         546,705
 Other income                 66,128           57,139            103,907          82,840
                         ____________     ____________      _____________   _____________
                             187,662          110,828            416,359         236,644
                         ____________     ____________      _____________   _____________
  INCOME BEFORE
   INCOME TAXES            5,326,601        4,807,678          6,467,507       5,194,832

Income tax expense         1,799,633        1,682,688          2,198,951       1,818,191
                         ____________     ____________      _____________   _____________

  NET INCOME             $ 3,526,968      $ 3,124,990       $  4,268,556    $  3,376,641
                         ============     ============      =============   =============

Earnings per share:
  Basic                  $      0.15      $      0.13       $       0.18    $       0.14 
                         ============     ============      =============   =============
  Diluted                $      0.15      $      0.13       $       0.18    $       0.14 
                         ============     ============      =============   =============

Weighted Average Shares
  Outstanding
  Basic                   23,270,022       24,148,523         23,369,225      24,310,943
                         ============     ============      =============   =============
  Diluted                 24,158,257       24,349,540         24,161,460      24,421,428
                         ============     ============      =============   =============
Cash Dividends Paid Per 
  Share                  $      0.05      $      0.05       $       0.10    $       0.10
                         ============     ============      =============   =============

</TABLE>
See notes to consolidated financial statements.
                           Sequential Page No. 5


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

<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                   May 31,          June 1,
                                                    1998              1997
                                               _______________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
 Net income                                    $  4,268,556       $  3,376,641
 Adjustments to reconcile net income to net
   cash (used in) provided by operating 
   activities:
  Depreciation                                    2,121,816          2,585,820
  Amortization of intangibles                       130,615            108,587
  Provision for doubtful accounts and 
   impaired notes                                    31,998             31,398
  Deferred income taxes (benefits)                 (171,437)              -   
  Tax benefit from exercise of stock options        760,000               -
  Loss on sales of property and equipment             2,579                978
  Changes in operating assets and liabilities:
   Receivables                                   (6,154,006)        (7,975,188)
   Inventories                                   (5,124,607)        (1,406,196)
   Prepaid expenses                                (166,866)           (68,989)
   Intangibles and other assets                     607,651            935,473
   Accounts payable and accrued expenses          1,926,463          2,016,471
   Income taxes                                     282,969          1,694,586
                                               _____________      _____________
    NET CASH (USED IN) PROVIDED BY
      OPERATING ACTIVITIES                       (1,484,269)         1,299,581

INVESTING ACTIVITIES
 Purchases of property, plant, and equipment     (1,041,715)        (1,063,024)
 Proceeds from sales of property and equipment       59,411             25,731
 Origination of notes receivable                   (206,256)          (388,349)
 Principal collected on notes receivable            886,609            735,703
 Purchases of short-term investments               (274,741)          (720,000)
 Proceeds from maturity of short-term
  investments                                       337,014            800,000
                                               _____________      _____________
    NET CASH USED IN INVESTING ACTIVITIES          (239,678)          (609,939)

FINANCING ACTIVITIES
 Proceeds from sale of common stock               3,244,831              4,000
 Dividends paid                                  (2,349,886)        (2,440,988)
 Purchases of treasury stock                     (8,675,444)        (3,901,872)
 Principal payments of long-term debt            (1,669,288)        (1,585,724)
                                               _____________      _____________
    NET CASH USED IN FINANCING ACTIVITIES        (9,449,787)        (7,924,584)
                                               _____________      _____________

    DECREASE IN CASH AND
       CASH EQUIVALENTS                         (11,173,734)        (7,234,942)

Cash and cash equivalents at beginning
 of period                                       19,693,693         14,919,008
                                               _____________      _____________
    CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $  8,519,959       $  7,684,066
                                               =============      =============

</TABLE>
See notes to consolidated financial statements.

                              Sequential Page No. 6

TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
May 31, 1998

NOTE A -- FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements
have been  prepared in  accordance with  generally  accepted
accounting principles for interim financial information  and
with the  instructions  to  Form  10-Q  and  Article  10  of
Regulation S-X.  Accordingly, they do not include all of the
information and  footnotes  required by  generally  accepted
accounting principles for complete financial statements.  In
the opinion of  management, all  adjustments (consisting  of
normal recurring accruals) considered  necessary for a  fair
presentation have been included.  Operating results for  the
quarter  and  six  months  ended   May  31,  1998  are   not
necessarily indicative of the  results that may be  expected
for  the  year  ended  November  29,  1998.    For   further
information, refer to the consolidated financial  statements
and footnotes  thereto  included  in  the  Company's  annual
report on Form 10-K for the year ended November 30, 1997.

NOTE B -- EARNINGS PER SHARE

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


<TABLE>
<CAPTION>
                                         Quarter Ended                Six Months Ended
                                     May 31,         June 1,        May 31,        June 1,
                                      1998            1997           1998           1997
                                    ________        ________       ________       ________
<S>                              <C>             <C>             <C>            <C>
Numerator:

  Net Income                     $ 3,526,968     $ 3,124,990     $ 4,268,556    $ 3,376,641
                                 ===========     ===========     ===========    ===========
Denominator:

  Denominator for basic earnings
  per share -- weighted-average
  shares                          23,270,022     24,148,523       23,369,225     24,310,943

  Potential dilutive effect of
  employee stock options             888,235        201,017          792,235        110,485
                                  __________     __________       __________     __________
  Denominator for diluted earnings
  per share -- weighted-average
  shares and assumed conversions  24,158,257     24,349,540       24,161,460     24,421,428
                                  ==========     ==========       ==========     ==========

  Basic earnings per share             $0.15          $0.13            $0.18          $0.14
                                  ==========     ==========       ==========     ==========

  Diluted earnings per share           $0.15          $0.13            $0.18          $0.14
                                  ==========     ==========       ==========     ==========


</TABLE>

During the  second quarters  of 1998  and 1997,  there  were
outstanding options to purchase 68,181 and 1,095,883  shares
of common stock, respectively, that were not included in the
                            Sequential Page No. 7

computation  of  diluted  earnings  per  share  because  the
options' exercise  prices  were  greater  than  the  average
market price  of the  common shares,  therefore, the  effect
would be antidilutive.  For the first six months of 1998 and
1997,  the  number  of  shares  excluded  were  64,321   and
1,597,286, respectively.

NOTE C -- INVENTORIES


<TABLE>
<CAPTION>
                                     May 31,      November 30,
                                      1998            1997   
                                  ___________     ____________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 6,700,040     $ 4,307,719

Finished food products
  and other food products           5,692,653       2,929,034

Equipment and other products        3,411,145       3,442,478 
                                  ____________    ____________

                                  $15,803,838     $10,679,231
                                  ===========     ============ 


</TABLE>


NOTE D -- ACCRUED EXPENSES

Accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                     May 31,      November 30,
                                      1998            1997   
                                  ___________     ___________
<S>                               <C>             <C>
Rent                              $   642,003     $   662,224
Compensation                        1,692,278       2,534,394
Other                               3,035,295       3,415,528
                                  ___________     ___________
                                  $ 5,369,576     $ 6,612,146
                                  ===========     ============ 


</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  plaintiff  appealed  the  summary
judgement order, and  in April, 1998,  summary judgement  in
favor of the  Company was  upheld by the  District Court  of
Appeal, Fifth District, Florida.

A customer for whom  Americana Foods produces private  label
products has  asserted  a  claim  alleging  damages  due  to
production defects.    Immediate and  voluntary  recalls  of
limited quantities of product were undertaken in 1997.   The
Company believes sufficient insurance  coverage is in  place
to cover any  potential damages over  the uninsured  portion
which was accrued in fiscal 1997.
                            Sequential Page No. 8

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. 9


ITEM 2

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

The Company's total sales for  the second quarter and  first
six months of 1998 increased one percent and three  percent,
respectively, over the  same periods in  1997.  The  Company
has realized sales benefits  from its continued  development
of  co-branded  locations.    However,  1997  sales  include
several  items  that  impact   the  comparison  to   current
revenues, including:   sales of  approximately $1.2  million
from  Carlin   Manufacturing,   Inc.  ("Carlin"),   a   TCBY
subsidiary which was sold in July, 1997 and the introduction
of a new product line  in retail channels during the  second
quarter of 1997.   The following table  sets forth sales  by
category  within  the   Company's  primary  segments   (food
products and equipment) of operation: 


<TABLE>
<CAPTION>

(dollars in thousands)
                                   Quarter Ended                     Six Months Ended
                        May 31, 1998        June 1, 1997      May 31, 1998       June 1, 1997
                      ________________    ________________   _______________    _______________
                       Sales       %       Sales       %      Sales      %       Sales      %
                      ________   _____    ________   _____   ________  _____    ________  _____
<S>                   <C>        <C>      <C>        <C>     <C>       <C>      <C>       <C>
Food Products:
 "TCBY"(registered) 
  Frozen Product sales
  for distribution to
  "TCBY"(registered) 
  locations           $14,421     53%     $14,796     55%    $22,808    52%     $23,427    55%
 Sales of specialty
  products              7,599     28%       7,345     27%     12,148    28%      10,369    24% 
                      ________   _____    ________   _____   ________  _____    ________  _____
                       22,020     81%      22,141     82%     34,956    80%      33,796    79%

Equipment:
 Sales by the 
  Company's equip-
  ment distributor      4,659     17%       3,749     14%      8,067    18%       6,749    16%
 Sales of manufac-
  tured specialty
  vehicles               -         -          433      2%       -        -        1,227     3%
                      ________   _____    ________   _____   ________  _____    ________  _____

                        4,659     17%       4,182     16%      8,067    18%       7,976    19%
Other                     405      2%         480      2%        790     2%         916     2%
                      ________   _____    ________   _____   ________  _____    ________  _____
Total Sales           $27,084    100%     $26,803    100%    $43,813   100%     $42,688   100%
                      =======    ====     =======    ====    =======   ====     =======   ====


</TABLE>



Sales from the Company's  food products segment include  (i)
wholesale sales of frozen yogurt  and ice cream products  to
ProSource  Distribution  Services   and  other   foodservice
distributors, which distribute yogurt 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
                             Sequential Page No. 10

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

Wholesale sales  of frozen  yogurt  and ice  cream  products
decreased three percent during the second quarter and  first
six months of 1998,  compared to the  same periods in  1997.
These decreases are attributed  primarily to a reduction  in
the number of domestic traditional "TCBY"(registered) stores
in operation  and  to a  lesser  extent decreased  sales  to
international franchisees due to  the economic situation  in
Asia. Total international revenues represented approximately
five percent of the Company's sales and franchising revenues
in 1997.  These decreases were partially offset by increased
purchases by "TCBY"(registered) non-traditional locations.  
The Company continues to develop additional "TCBY"(registered)
non-traditional locations with  over 300  "TCBY"(registered)
locations under  agreement for  development  as of  May  31,
1998.    Most  of  the  "TCBY"(registered)  locations  under
development will be co-branded  locations with petroleum  or
other food operations.

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


<TABLE>
<CAPTION>
                                                                        NON-
                            FRANCHISED    COMPANY    INTERNATIONAL  TRADITIONAL      TOTAL
                              STORES       STORES      LOCATIONS     LOCATIONS     LOCATIONS
                            1998   1997  1998  1997   1998   1997   1998   1997   1998   1997
                           ___________________________________________________________________
<S>                        <C>     <C>   <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C> 
For the second quarter:
 Locations open at 
  beginning of period      1,095  1,193     2     2    230    210  1,528  1,320  2,855  2,725
 Opened                       15     20     -     -      9     25     98     86    122    131
 Closed                      (19)   (44)    -     -    (22)   (10)   (21)   (33)   (62)   (87)
 Locations transferred         -      -     -     -      -      -      -      -      -      -
                           ___________________________________________________________________
 Locations open at
  end of period            1,091  1,169     2     2    217    225  1,605  1,373  2,915  2,769
                           ===================================================================
</TABLE>
<TABLE>
<CAPTION>
                                                                        NON-
                            FRANCHISED    COMPANY    INTERNATIONAL  TRADITIONAL      TOTAL
                              STORES       STORES      LOCATIONS     LOCATIONS     LOCATIONS
                            1998   1997  1998  1997   1998   1997   1998   1997   1998   1997
                           ___________________________________________________________________
<S>                        <C>    <C>    <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>
For the first six months:
 Locations open at 
  beginning of period      1,110  1,198     2     2    229    201  1,467  1,297  2,808  2,698
 Opened                       20     33     -     -     13     36    176    156    209    225
 Closed                      (39)   (62)    -     -    (25)   (12)   (38)   (80)  (102)  (154)
 Locations transferred         -      -     -     -      -      -      -      -      -      -
                           ___________________________________________________________________
 Locations open at
  end of period            1,091  1,169     2     2    217    225  1,605  1,373  2,915  2,769
                           ===================================================================


</TABLE>


During the  first six  months  of 1998,  significantly  more
"TCBY"(registered)    non-traditional     locations     than
traditional locations opened.  While the Company has  placed
                             Sequential Page No. 11

and continues to place equal emphasis upon both  traditional
and non-traditional locations,  the Company has  experienced
more non-traditional development in the last few years.  The
Company believes this trend will continue for the  remainder
of  1998.    The  rate  of  development  of  non-traditional
locations is partially  determined by co-branding  partners,
who must approve each location  in a process not  controlled
by  the  Company,  and  in  some  cases,  delays  have  been
experienced while  the  Company  and  the  prospective  TCBY
franchisee  awaited  such  approval;  existing   franchisees
within the  TCBY  system  may  also slow  the  rate  of  new
development  when  they  express  their  concerns  regarding
franchisees new to the  TCBY system, and  the desire of  the
Company to maintain good relationships with all  franchisees
results in  occasional  delays in  development  while  those
concerns  are  addressed.    While  different  in  size  and
character, each  TCBY location  is treated  the same.    The
non-traditional locations include sites at airports,  travel
plazas,  colleges,  hospitals,  theme  parks,  stadiums  and
locations in  conjunction with  petroleum stores  and  other
food concepts (co-branded locations).   The majority of  the
176 non-traditional openings in the first six months of 1998
were co-branded.  During  the first six  months of 1998,  38
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.

During  the  first  six  months  of  1998,  a  total  of  39
franchised stores were  closed by franchisees.   Each  store
closed is the result of  the franchisee's evaluation of  its
financial   condition,   cash   flow,   lease    expiration,
profitability and store operations, among other things.   Of
the locations closed, 29 operated for a portion of the first
six months  of 1998,  with the  remainder having  originally
closed for  relocation  in prior  years.   Included  in  the
franchised   store    information    are    91    and    105
"TCBY"(registered) stores closed for  relocation or for  the
season at May 31, 1998 and June 1, 1997, respectively.

Sales of specialty products  increased three percent and  17
percent during the  second quarter and  first six months  of
1998, respectively, as compared to the same periods in 1997.
These increases are 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.  The increases in  private
label sales were partially offset  by decreases in sales  of
TCBY branded products to the retail market as 1997  included
the introduction of  a new product  line in retail  channels
during the second quarter.


Sales in the Company's  equipment segment include (i)  sales
from  the  distribution  of  equipment  to  the  foodservice
industry and (ii) 1997 sales of manufactured mobile kitchens
and other  specialty vehicles  primarily to  businesses  and
governments.  Sales  in the equipment  segment increased  11
percent and one percent during the second quarter and  first
six months of  1998, respectively, as  compared to the  same
periods  in  1997.  The  increased  sales at  the  Company's
                             Sequential Page No. 12

equipment   distributor  are  due  to  the  opening of non-
traditional  "TCBY" (registered)  locations, some of  which
purchased a  portion of  their original  equipment  packages
from the Company.  These increases were partially offset  by
decreased sales to international franchisees as well as  the
sale of Carlin in  July, 1997.   In the Carlin  transaction,
the real estate  and certain finished  goods inventory  were
retained by the Company.  The real estate was leased to  the
purchaser with  the ultimate  intent to  sell the  property.
The purchaser  is assisting  the  Company in  marketing  the
remaining inventory  and receives a  commission on  the sale
of this inventory.

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


<TABLE>
<CAPTION>

                           Second Quarter    First Six Months 
                           _______________   _________________
                            1998    1997       1998    1997
 _____________________________________________________________
 <S>                        <C>     <C>        <C>     <C>
 Food Products Segment       66%     66%        66%     66%
 Equipment Segment           75%     76%        77%     77%
 Company Total               67%     67%        67%     67%


</TABLE>
Cost of  sales  as a  percentage  of sales  for  the  second
quarter and first six months  of 1998 are comparable to  the
same periods  in 1997.    Dairy prices,  which are  a  major
component of  the Company's  cost  of sales,  have  exceeded
historical levels during 1998.  The increases in dairy  cost
have been partially offset by lower prices for packaging and
other  non-dairy  raw  ingredients.    The  cost  of   dairy
components is  currently tied  to  the federal  milk  orders
system.  This market fluctuates  based on supply and  demand
with prices being variable from  month to month.   Increases
in the   price for  milk fat  (used in  butter, cheese,  ice
cream, etc.) have resulted from  shortages in the supply  of
butter caused primarily by large  export sales of butter  at
subsidized  prices  under  the  federal  government's  Dairy
Export  Incentive  Program  over  the  last  year.     Also,
increases have occurred in the Basic Formula Price (BFP)  of
whole milk compared to  the prior year.   While the BFP  for
whole milk has declined early in the third quarter, increases
are  expected  beginning in  August.   The  Company's  core
yogurt products  do not  utilize high  levels of  milk  fat;
however, the TCBY Treats stores do offer ice cream  products
which require higher levels  of milk fat.   The Company  has
not changed  its pricing  on TCBY  products.   Many  private
label customers absorb the higher dairy prices.

Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty income.   In the second quarter  of
1998 initial franchise and license fees decreased 54 percent
while royalty income increased  seven percent from the  same
period in 1997.  For the  first six months of 1998,  initial
franchise  and  license  fees  decreased  39  percent  while
royalty income increased four  percent from the same  period
in 1997.   These  decreases in  franchise and  license  fees
result from fewer  initial international  franchise fees  as
record level fees were realized during the second quarter of
1997.    The  increases  in  royalty  income  are  primarily
attributable  to  more  non-traditional  locations.    These
increases  were  partially   offset  by  fewer   traditional
                             Sequential Page No. 13

"TCBY"(registered)  stores   and  decreased   purchases   by
international franchisees.

Operating  expenses  decreased  10  percent  in  the  second
quarter of 1998 and nine percent for the first six months of
1998 compared to 1997.  The decreases are due to the sale of
Carlin in July,  1997, and  a reduction  in other  corporate
operating costs.   As  a percentage  of combined  sales  and
franchising revenues, operating expenses were 25 percent and
27  percent  for  the  second  quarter  of  1998  and  1997,
respectively.  For the  first six months  of 1998 and  1997,
operating expenses  as a  percentage of  combined sales  and
franchising  revenues  were  29  percent  and  32   percent,
respectively.

The forward-looking statements included herein are based  on
certain assumptions  regarding  U.S.  and  foreign  economic
conditions,  competition,  costs  of  raw  materials,   unit
openings  and  closings,  sales  volumes  per  unit,   other
manufacturing  opportunities,  no  changes  in  governmental
regulation of the food 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.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically generated cash from  operations
sufficient to meet its  normal operating requirements.   The
Company's cash and short-term investments decreased approxi-
mately $11.2 million  during the first  six months of  1998.
This decrease  resulted  primarily  from  (i)  purchases  of
treasury stock (see discussion  below), (ii) an increase  in
trade accounts  receivable  attributed  to  normal  seasonal
increases, (iii) an increase in inventory due to seasonality
and additional raw goods and packaging materials related  to
increased private label products,  and (iv) cash  dividends.
The Company's  foreseeable  cash needs  for  operations  and
capital expenditures  are expected  to be  met through  cash
flows from operations; however, the Company has available  a
$5 million  unsecured  credit  line to  meet  seasonal  cash
needs.

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

In December 1995, the  Company was authorized to  repurchase
up to three million shares of its outstanding common  stock.
The  final   repurchases  under   this  authorization   were
completed during the second quarter  of 1998.  In  December,
1997, the Company was authorized to repurchase an additional
two million shares of its outstanding stock.  As of May  31,
1998,  112,305  shares  have   been  purchased  under   this
                          Sequential Page No. 14

authorization.  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>

                                     May 31,      November 30,
                                      1998            1997
                                 ______________   _____________
<S>                                <C>             <C>
Current Ratio                      3.3 to 1.0      4.0 to 1.0
Working Capital (in millions)        $32.3           $34.5
Long-Term Debt to Equity Ratio     .06 to 1.0      .08 to 1.0
Tangible Net Worth (in millions)     $70.3           $73.1


</TABLE>
On June 12, 1998, the Company's Board of Directors  declared
a five cents per share dividend  payable on July 3, 1998  to
the stockholders of record  on June 23,  1998.  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

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  plaintiff  appealed  the  summary
judgement order, and  in April, 1998,  summary judgement  in
favor of the  Company was  upheld by the  District Court  of
Appeal, Fifth District, Florida.

A customer for whom  Americana Foods produces private  label
products has  asserted  a  claim  alleging  damages  due  to
production defects.    Immediate and  voluntary  recalls  of
limited quantities of product were undertaken in 1997.   The
Company believes sufficient insurance  coverage is in  place
to cover any  potential damages over  the uninsured  portion
which was accrued in fiscal 1997.

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

a)   The Annual Meeting of Shareholders was held April 16,
     1998.

c)  A total of 21,471,739 shares were present or represented
    at the meeting.  The first matter voted upon was the 
    uncontested election of directors.  Abstentions and 
    withheld votes constituted the difference between the 
    total shares voted for each director and the total     
    shares represented in person or by proxy.  All 
    individuals nominated to be directors of the Corporation
    were elected with the following number of votes:

          Frank D. Hickingbotham                 21,387,479
          Herren C. Hickingbotham                21,379,740
          William H. Bowen                       21,377,844
          Daniel R. Grant                        21,377,256
          F. Todd Hickingbotham                  21,383,584
          Don O'Neal Kirkpatrick                 21,386,186
          Marvin D. Loyd                         21,379,744
          Hugh H. Pollard                        21,377,415


The second matter voted upon was a request to amend the 
1992 Employee Stock Option Plan of TCBY Enterprises, Inc. 
(the "Plan") which would increase the number of shares 
available under the Plan by 1,000,000 shares.  A total of 
19,424,122 shares voted "for" the amendment and 1,963,046 
voted "against" the amendment.  Abstentions and withheld 
votes constituted the difference between the total shares 
voted and the total shares represented in person or by 
proxy.
                             Sequential Page No. 16

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

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

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

99(a)         Press release, dated April 29, 1998, "TCBY Helps 
              You Say 'Thanks, Mom' Two Promotions Launched For 
              Mother's Day"

99(b)         Press release, dated June 11, 1998, "TCBY Reports 
              Improved Operating Results For First Half of 1998"

99(c)         Press release, dated June 12, 1998, "TCBY 
              Declares Cash Dividend"


</TABLE>
           b)  The Company did not file any reports on Form 8-K
              during the three periods ended May 31, 1998.
                             Sequential Page No. 17

                             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:  07/14/98                  /s/ Frank D. Hickingbotham
                                ____________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  07/14/98                    /s/ Gene H. Whisenhunt
                                ____________________________
                                   Gene H. Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer

                              Sequential Page No. 18