PAGE 1



        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 1, 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 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,  1998  there were  23,334,940  shares  of  the
registrant's common stock outstanding.

                                      Sequential Page No. 1

<TABLE>
                      TABLE OF CONTENTS
<CAPTION>
PART I.  FINANCIAL INFORMATION                              

<S>       <C>                                           <C>            
Item 1.   Financial Statements (Unaudited)               Page

          Consolidated Balance Sheets
          March 1, 1998 and November 30, 1997              3

          Consolidated Statements of Operations
          Quarter Ended March 1, 1998 and 
          March 2, 1997                                    5

          Consolidated Statements of Cash Flows
          Quarter Ended March 1, 1998 and 
          March 2, 1997                                    6

          Notes to Consolidated Financial Statements 
          March 1, 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                               15

Item 6.   Exhibits and Reports on Form 8-K                15


SIGNATURES                                                16
</TABLE>

                                           Sequential Page No. 2

                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>
                                               March 1,         November 30,
                                                1998               1997   
                                            ________________________________
<S>                                         <C>                <C>
CURRENT ASSETS:
 Cash and cash equivalents                  $ 14,964,883       $ 19,693,693
 Short-term investments                        2,374,254          2,406,045
 Receivables:
  Trade accounts                              10,775,710          8,750,207
  Notes                                        2,131,884          2,127,328
  Allowance for doubtful accounts
   and impaired notes                           (823,990)          (833,447)
                                            _____________      _____________
                                              12,083,604         10,044,088

 Refundable income taxes                            -                12,472
 Deferred income taxes                         1,086,406          1,086,406
 Inventories                                  12,214,810         10,679,231
 Prepaid expenses and other assets             1,804,987          1,549,643
 Assets held for sale                            754,652            754,652
                                            ____________       _____________

    TOTAL CURRENT ASSETS                      45,283,596         46,226,230

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,866,820          2,866,820
 Buildings                                    24,062,521         23,753,155
 Furniture, vehicles, and equipment           50,181,571         49,987,506
 Leasehold improvements                        3,629,885          3,625,054
 Allowances for depreciation                 (40,927,604)       (39,891,253)
                                            _____________      _____________

                                              39,813,193         40,341,282

OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful and 
  impaired notes of $7,719,116 in 1998 
  and $7,741,180 in 1997)                      4,994,837          5,495,337
 Intangibles (less amortization of
  $2,029,597 in 1998 and $1,964,433 in 1997)   4,279,288          4,326,193
 Other                                         2,542,978          2,875,354
                                            _____________      _____________

                                              11,817,103         12,696,884
                                            _____________      _____________

    TOTAL ASSETS                            $ 96,913,892       $ 99,264,396
                                            =============      =============


</TABLE>
See notes to consolidated financial statements.

                                            Sequential Page No. 3
    



TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>


                                               March 1,         November 30,
                                                 1998               1997   
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  3,059,544       $  1,910,414
 Accrued expenses                              5,253,358          6,612,146
 Income taxes payable                             66,927               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________

    TOTAL CURRENT LIABILITIES                 11,551,277         11,694,008

LONG-TERM DEBT, less current portion           5,595,507          6,298,008

DEFERRED INCOME TAXES                          3,846,858          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 - 27,197,117; 1997 - 27,095,620         2,719,712          2,709,562
 Additional paid-in capital                   26,318,860         25,761,424
 Retained earnings                            68,788,706         69,216,099
                                            _____________      _____________

                                              97,827,278         97,687,085

Less treasury stock, at cost (3,750,169 
 shares in 1998 and 3,515,269 in 1997)       (21,907,028)       (20,261,563)
                                            _____________      _____________

 TOTAL STOCKHOLDERS' EQUITY                   75,920,250         77,425,522
                                            _____________      _____________

 TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                    $ 96,913,892       $ 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
                                               March 1,           March 2,
                                                 1998               1997    
                                            ________________________________
<S>                                         <C>                <C>
Sales                                       $ 16,728,701       $ 15,884,887
Cost of sales                                 11,292,515         10,682,965
                                            _____________      _____________
  GROSS PROFIT                                 5,436,186          5,201,922

Franchising revenues:
 Initial franchise and license fees              684,980            761,375
 Royalty income                                1,794,844          1,825,437
                                            _____________      _____________
                                               2,479,824          2,586,812
                                            _____________      _____________
                                               7,916,010          7,788,734

 Selling, general, and administrative
  expenses                                     7,003,801          7,527,396
                                            _____________      _____________
 
  INCOME FROM OPERATIONS                         912,209            261,338 

Other income (expense):
 Interest expense                               (163,616)          (202,970)
 Interest income                                 354,534            303,085
 Other income                                     37,779             25,701
                                            _____________      _____________
                                                 228,697            125,816
                                            _____________      _____________

  INCOME BEFORE INCOME TAXES                   1,140,906            387,154 

Income tax expense                               399,318            135,503
                                            _____________      _____________

  NET INCOME                                $    741,588       $    251,651 
                                            =============      =============
Earnings per share:
   Basic                                    $       0.03       $       0.01 
                                            =============      =============
   Diluted                                  $       0.03       $       0.01 
                                            =============      =============

Weighted Average Shares Outstanding
   Basic                                      23,468,430         24,471,597
                                            =============      =============
   Diluted                                    24,164,665         24,491,551
                                            =============      =============
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 1,           March 2,
                                                    1998               1997   
                                               ________________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
Net income                                     $    741,588       $    251,651 
Adjustments to reconcile net income 
 to net cash used in operating activities:
  Depreciation                                    1,056,560          1,314,020
  Amortization of intangibles                        65,163             54,254
  Provision for doubtful accounts and 
   impaired notes                                    15,699             17,699
  Gain on disposal of property and equipment           (101)              -   
Changes in operating assets and liabilities:
  Receivables                                    (2,012,868)        (2,613,635)
  Inventories                                    (1,535,579)        (2,094,661)
  Prepaid expenses                                 (255,344)          (192,607)
  Intangibles and other assets                      294,897            386,539
  Accounts payable and accrued expenses            (209,658)         1,201,276 
  Income taxes                                       79,399            121,946 
                                               _____________      ______________

    NET CASH USED IN OPERATING ACTIVITIES        (1,760,244)        (1,553,518)

INVESTING ACTIVITIES
Purchases of property, plant, and equipment        (516,376)          (361,661)
Proceeds from sales of property and equipment         7,227               -  
Origination of notes receivable                     (97,909)           (53,921)
Principal collected on notes receivable             556,062            278,081
Purchases of short-term investments                    -              (720,000)
Proceeds from maturity of short-term 
  investments                                        31,791            807,302
                                               _____________      ______________

    NET CASH USED IN INVESTING ACTIVITIES           (19,205)           (50,199)

FINANCING ACTIVITIES
Proceeds from sale of Common Stock                  567,586              4,000
Dividends paid                                   (1,168,981)        (1,225,979)
Purchases of treasury stock                      (1,645,465)        (1,096,115)
Principal payments of long-term debt               (702,501)          (792,862)
                                               _____________      ______________

    NET CASH USED IN FINANCING ACTIVITIES        (2,949,361)        (3,110,956)
                                               _____________      ______________

    DECREASE IN CASH AND CASH EQUIVALENTS        (4,728,810)        (4,714,673)
Cash and cash equivalents at beginning
 of period                                       19,693,693         14,919,008
                                               _____________      ______________

    CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $ 14,964,883       $ 10,204,335
                                              =============       =============


</TABLE>
See notes to consolidated financial statements.


                                                Sequential Page No. 6


TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 1, 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 ended March 1,  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>
                                      1998           1997
                                    ________       ________
<S>                                 <C>            <C>
Numerator:

  Net Income                         $741,588      $251,651
                                    ==========    ==========
Denominator:

  Denominator for basic earnings
  per share -- weighted-average
  shares                            23,468,430        24,471,597

  Potential dilutive effect of
  employee stock options               696,235            19,954
                                    __________        __________

  Denominator for diluted earnings
  per share -- weighted-average
  shares and assumed conversions     24,164,665       24,491,551
                                     ==========       ==========

  Basic earnings per share                $0.03            $0.01
                                     ==========       ==========

  Diluted earnings per share              $0.03            $0.01
                                     ==========       ==========
</TABLE>

                                         Sequential Page No. 7

During 1998  and 1997,  there  were outstanding  options  to
purchase  60,461  and  2,098,688  shares  of  common  stock,
respectively, that were not  included in the computation  of
diluted earnings  per share  because the  options'  exercise
prices were greater  than the  average market  price of  the
common shares, therefore, the effect would be antidilutive.

NOTE C -- INVENTORIES


<TABLE>
<CAPTION>
                                    March 1,      November 30,
                                      1998            1997  
                                  ___________________________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 4,510,470     $ 4,307,719

Finished yogurt products and
  other food products               4,421,045       2,929,034

Equipment and other products        3,283,295       3,442,478
                                  ___________     ___________
                                  $12,214,810     $10,679,231
                                  ===========     =========== 
</TABLE>


NOTE D -- ACCRUED EXPENSES

Accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                    March 1,      November 30,
                                      1998            1997  
                                  ____________________________
<S>                               <C>             <C>
Rent                              $   662,224     $   662,224

Compensation                        1,240,683       2,534,394

Other                               3,350,451       3,415,528
                                  ___________     ___________
                                  $ 5,253,358     $ 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  has appealed the  summary
judgment order, and in response the Company will  vigorously
argue that the order should be upheld.

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  first quarter  of  1998
increased five percent  from sales in  the first quarter  of
1997.   This increase  is primarily  attributed to  improved
sales in the specialty  products and equipment  distribution
categories as  described below.   The  sales increases  were
partially  offset   due  to   the  divestiture   of   Carlin
Manufacturing, Inc. ("Carlin") in July, 1997.  The Company's
total sales excluding  Carlin  increased 11 percent  in 1998
compared to 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)
                                      1st Quarter              1st Quarter
                                          1998                     1997  
                                 ____________________     ____________________
                                  Sales           %        Sales           %
                                 ________       _____     ________       _____
<S>                              <C>            <C>       <C>            <C>
Food Products:
 "TCBY"(registered) frozen
  product sales for distribution
  to "TCBY"(registerd)locations  $  8,387        50%      $  8,631        54%
 Sales of specialty products        4,549        27%         3,024        19%
                                 ________       ____      ________       ____
                                   12,936        77%        11,655        73%

Equipment:
 Sales by the Company's 
  equipment distributor             3,408        20%         3,000        19% 
 Sales of manufactured 
  specialty vehicles                    0         0%           794         5%
                                 ________       ____      ________       ____
                                    3,408        20%         3,794        24%
Other                                 385         3%           436         3%
                                 ________       ____      ________       ____

Total Sales                      $ 16,729       100%      $ 15,885       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
supermarkets,  convenience   stores,  dairies,   foodservice
distributors, club stores, and private label suppliers.  


                                   Sequential Page No. 10


Wholesale sales  of frozen  yogurt  and ice  cream  products
decreased three percent during the first quarter of 1998  as
compared to  the first  quarter of  1997.   The decrease  is
attributed  primarily  to  a  reduction  in  the  number  of
domestic traditional "TCBY"(registered) stores in  operation
and decreased sales to international franchisees due to  the
economic challenges in Asia  which are expected to  continue
throughout 1998.  The economic challenges in Asia will  have
a  short-term   impact   on  the   Company's   international
operations, but are not expected  to have a material  impact
on the  overall earnings  for 1998.   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 March  1,
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 location  activity for  the
first quarter of  1998 and   1997 for  "TCBY"(registered) and
Juice Works(registered) locations:


<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 quarter:
  Locations open at 
   beginning of period      1,110  1,198    2     2     229     201   1,467  1,297  2,808 2,698
  Opened                        5     13    -     -       4      11      78     70     87    94
  Closed                      (20)   (18)   -     -      (3)     (2)    (17)   (47)   (40)  (67)
  Locations transferred         -      -    -     -       -       -       -      -      -     -
                            ____________________________________________________________________

  Locations open at
   end of period            1,095  1,193    2     2     230     210   1,528  1,320  2,855 2,725
                            ====================================================================


</TABLE>


During  the  first  quarter  of  1998,  significantly   more
"TCBY"(registered)    non-traditional     locations     than
traditional locations opened.  While the Company has  placed
and continues to  place 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  during   the
remainder of 1998.  While  different in size and  character,
each "TCBY"(registered) location is treated the same in  the
site evaluation process,  and the Company  intends to  avoid
approving  the   placement  of   a  new   "TCBY"(registered)
location, be it traditional or non-traditional, so close  to
any existing "TCBY"(registered) location  that sales of  the
two  locations   would   be  materially   impacted.      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
78 non-traditional  openings in  the first  quarter of  1998
were "TCBY"(registered)  co-branded locations.   During  the
first quarter  of 1998,  17 non-traditional  locations  were
closed.  These locations generally purchased low volumes  of
product 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
quarter of 1998, a total  of 20 TCBY franchised stores  were
closed by franchisees.  Each TCBY store closed is the result

                                 Sequential Page No. 11


of the franchisee's evaluation  of its financial  condition,
cash  flow,  lease  expiration,  profitability,  and   store
operations, among other things.  Of the 20 locations closed,
18 operated for a portion of the first quarter of 1998, with
the remainder  having originally  closed for  relocation  in
prior years.  Included  in the franchised and  Company-owned
store information are 117 and 157 "TCBY"(registered)  stores
closed for relocation or for the season at March 1, 1998 and
March 2, 1997, respectively. 

Sales of specialty products increased 50 percent during  the
first quarter of 1998  as compared to  the first quarter  of
1997.  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.   Sales
improvements have also occurred  due to the introduction  of
new "TCBY"(registered)  novelty products  primarily  through
club stores during the second quarter of 1997.

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 decreased  ten
percent during  the  first quarter  of  1998 over  the  same
period in the prior  year due to the  sale of the  Company's
equipment manufacturer  in July,  1997.   The  decrease  was
partially  offset  by  increased  sales  at  the   Company's
equipment distributor due to 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 1998  and  1997  for  the Company  and  its  two  primary
segments are presented below:
<TABLE>
<CAPTION>
                                          1998        1997
     ______________________________________________________
     <S>                                  <C>         <C>
     Food Products Segment                 66%         65%
     Equipment Segment                     79%         79%
     Company Total                         68%         67%
</TABLE>
The increase  in the  food products  segment cost  of  sales
percentage is due to a number of factors including sales  of
specialty products, which  generally have a  higher cost  of
sales percentage  than the  other food  segment  categories,
were a larger component of  the food products segment  sales
in the first  quarter of  1998 compared to  the prior  year.
(See earlier  discussion related  to sales  increases.)   In
addition, dairy prices, which are  a major component of  the
Company's cost of sales, increased during the first  quarter
of 1998 compared to 1997.   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.  The Company's cost  for
dairy components is  expected to be  slightly higher in  the
second quarter of 1998 than during  the same period in 1997.
However, current expectations are that the dairy prices  may
come down during the later part of 1998.

                                  Sequential Page No. 12


Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty  income.  In  the first quarter of
1998, initial  franchise  and  license  fees  decreased  ten
percent while royalty income decreased two percent from  the
same period in 1997.  This decrease in franchise and license
fees results primarily from decreased initial  international
franchise fees,  which  was partially  offset  by  increased
development of "TCBY"(registered) non-traditional locations.
The decrease in royalty income is primarily attributable  to
fewer traditional  "TCBY"(registered) stores  and  decreased
purchases by  international  franchisees.   These  decreases
were partially  offset  by  an increase  in  the  number  of
non-traditional locations.

Operating expenses  decreased  seven percent  in  the  first
quarter of 1998 compared  to the same period  in 1997.   The
decrease is due to the sale of Carlin Manufacturing, Inc. in
July, 1997,  and a  reduction in  other corporate  operating
costs.  As  a percentage of  combined sales and  franchising
revenues, operating expenses were 36 percent and 41  percent
for the first quarter of 1998 and 1997, respectively. 

A  key  objective  of  the  Company  continues  to  be   the
enhancement of shareholder  value.  As  such, the  Company's
executive management  team  will  only  receive  their  full
incentive bonus if  the Company attains  basic earnings  per
share of  $.46  in 1998,  which  approximates a  24  percent
increase over 1997.  The Company expects revenues from  food
products and equipment  distribution to  increase over  1997
due to continued expansion of co-branded locations and other
manufacturing opportunities.  

These forward-looking statements, particularly  expectations
regarding dairy costs, the impact of economic challenges  in
Asia, and  senior  management  incentive  bonuses  based  on
estimated basic earnings  per share  of $.46,  are based  on
certain  assumptions  regarding  the  economy,  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.
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 1998.   This  decrease resulted
primarily from  (i) purchases  of  treasury stock,  (ii)  an
increase in trade accounts  receivable and inventory due  to

                             Sequential Page No. 13


normal  seasonal  increases  along  with  expansion  in  the
private label products,  and  (iii) a cash dividend of  five
cents per share or $1.2 million  paid in January 1998.   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 2,363,100 shares with
234,900 shares purchased in the first quarter of 1998.   The
repurchases were funded with cash flows from operations.  In
December, 1997, the Company was authorized to repurchase  an
additional two  million  shares of  its  outstanding  common
stock.  Future  repurchases will be  funded with cash  flows
from operations or long-term financing.

The following summarizes statistics related to the Company's
financial position:
<TABLE>
<CAPTION>
                                    March 1,    November 30,
                                      1998          1997
___________________________________________________________
<S>                                <C>           <C>
Current Ratio                      3.9 to 1.0    4.0 to 1.0
Working Capital (in millions)        $33.7         $34.5
Long-Term Debt to Equity Ratio     .07 to 1.0    .08 to 1.0
Tangible Net Worth (in millions)     $71.6         $73.1
</TABLE>

On March 20, 1998, the Company's Board of Directors declared
a five cents per share dividend payable on April 21, 1998 to
the stockholders of record  on April 6,  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. 14




                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

There are no changes from previously reported litigation.

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

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

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

99(a)         Press release, dated February 9, 1998, "TCBY 
              Signs Development Agreement With Phillips 
              Petroleum Company"

99(b)         Press release, dated February 18, 1998, "TCBY 
              Announces New International Development  In
              Europe"

99(c)         Press release, dated March 10, 1998, "TCBY 
              Reports Improved Operating Results For First 
              Quarter"

99(d)         Press release, dated March 20, 1998, "TCBY 
              Declares Cash Dividend"
</TABLE>
           b)  The Company did not file any Reports on Form 8-K
               during the quarter ended March 1, 1998.


                                     Sequential Page 15




                            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:  04/13/98                 /s/ Frank D. Hickingbotham
                                __________________________
                                  Frank D. Hickingbotham,
                                  Chairman of the Board and
                                  Chief Executive Officer




Date:  04/13/98                  /s/ Gene Whisenhunt      
                                 __________________________
                                   Gene Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer



                                 Sequential Page 16