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 August 31, 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 or registrant as specified in its charter)


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


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

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



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


                                       Yes _X_   No ___


On September 30,  1997 there were  23,797,101 shares of  the
registrant's common stock outstanding.

                                     Sequential Page No. 1


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

          Consolidated Balance Sheets
          August 31, 1997 and November 30, 1996                    3

          Consolidated Statements of Operations
          Quarter ended and nine months ended
          August 31, 1997 and 1996                                 5

          Consolidated Statements of Cash Flows
          Nine months ended August 31, 1997 and 1996               6

          Notes to Consolidated Financial Statements
          August 31, 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                                       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>

                                              August 31,        November 30,
                                                 1997               1996   
                                            _________________________________
<S>                                         <C>                <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                  $ 15,716,842       $ 14,919,008
 Short-term investments                        4,172,553          4,252,552
 Receivables:
  Trade accounts                              14,365,968          8,620,498
  Notes                                        2,459,622          2,429,967
  Allowance for doubtful accounts
   and impaired notes                         (1,112,957)        (1,187,628)
                                            _____________      _____________
                                              15,712,633          9,862,837

 Refundable income taxes                            -               332,873
 Deferred income taxes                         1,202,576          1,451,190
 Inventories                                  10,655,938         11,321,751
 Prepaid expenses and other assets             1,459,188          1,742,801
 Assets held for sale                            754,652            822,583
                                            _____________      _____________

    TOTAL CURRENT ASSETS                      49,674,382         44,705,595

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,866,820          2,866,820
 Buildings                                    23,666,776         23,581,923
 Furniture, vehicles, and equipment           49,862,138         49,073,757
 Leasehold improvements                        3,630,035          3,511,509
 Construction in progress                         21,576               -
 Allowances for depreciation                 (38,883,469)       (35,694,982)
                                            _____________      _____________

                                              41,163,876         43,339,027
OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful and impaired 
  notes of $7,859,536 in 1997 and 
  $8,494,396 in 1996)                          5,624,381          6,131,070
 Intangibles (less amortization of
  $1,898,247 in 1997 and $1,731,199 
  in 1996)                                     4,474,929          4,485,689
 Other                                         4,151,684          3,807,066
                                            ____________       _____________
                                              14,250,994         14,423,825
                                            _____________      _____________
    TOTAL ASSETS                            $105,089,252       $102,468,447
                                            =============      =============
</TABLE>
See notes to consolidated financial statements.


                                       Sequential Page No. 3



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

                                              August 31,       November 30,
                                                 1997              1996    
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  3,980,827       $  1,906,568
 Accrued expenses                              6,121,092          5,699,381
 Income taxes payable                          1,505,808               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________

    TOTAL CURRENT LIABILITIES                 14,779,175         10,777,397

LONG-TERM DEBT, less current portion           7,090,870          9,469,456

DEFERRED INCOME TAXES                          3,715,427          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 27,084,570 in 1997 and
  27,062,345 shares in 1996                    2,708,457          2,706,235
 Additional paid-in capital                   25,663,165         25,547,184
 Retained earnings                            69,232,146         65,165,190
                                            _____________      _____________

                                              97,603,768         93,418,609

 Less treasury stock, at cost (3,187,469
  shares in 1997 and 2,424,769 in 1996)      (18,099,988)       (14,198,116)
                                            _____________      _____________

       TOTAL STOCKHOLDERS' EQUITY             79,503,780         79,220,493
                                            _____________      ______________

   TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                 $105,089,252       $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                     Nine Months Ended
                           August 31,       August 31,         August 31,      August 31,
                             1997             1996               1997            1996   
                         ________________________________________________________________
<S>                      <C>              <C>               <C>             <C>
Sales                    $30,018,752      $26,075,002       $ 72,706,284    $ 65,706,599
Cost of sales             19,782,608       16,727,654         48,495,096      41,925,391
                         ____________     ____________      _____________   _____________
  GROSS PROFIT            10,236,144        9,347,348         24,211,188      23,781,208

Franchising revenues:
 Initial franchise and
  license fees               693,625          590,750          2,911,711       1,740,375
 Royalty income            3,425,530        3,555,427          8,175,636       7,996,898
                         ____________     ____________      _____________   _____________
                           4,119,155        4,146,177         11,087,347       9,737,273
                         ____________     ____________      _____________   _____________   
                          14,355,299       13,493,525         35,298,535      33,518,481

Selling, general, and
  administrative 
  expenses                 7,863,239        7,809,733         23,848,287      24,963,838
                         ____________     ____________      _____________   _____________

  INCOME FROM
   OPERATIONS              6,492,060        5,683,792         11,450,248       8,554,643

Other income (expense):
 Interest expense           (189,762)        (237,901)          (582,663)       (740,685)
 Interest income             284,055          299,085            830,760         820,876
 Other income                 67,721           32,544            150,561         140,444
                         ____________     ____________      _____________   _____________ 
                             162,014           93,728            398,658         220,635
                         ____________     ____________      _____________   _____________
  INCOME BEFORE
   INCOME TAXES            6,654,074        5,777,520         11,848,906       8,775,278

Income tax expense         2,328,928        2,022,133          4,147,119       3,071,347
                         ____________     ____________      _____________   _____________

  NET INCOME             $ 4,325,146      $ 3,755,387       $  7,701,787    $  5,703,931
                         ============     ============      =============   =============
  Net income
    per share            $      0.18      $      0.15       $       0.32    $       0.23
                         ============     ============      =============   =============
  Average shares
    outstanding           23,880,545       25,036,405         24,168,000      25,293,284
                         ============     ============      =============   =============
  Cash dividends paid
    per share            $      0.05      $      0.05       $       0.15    $       0.15
                         ============     ============      =============   =============
</TABLE>
See notes to consolidated financial statements.



                                  Sequential Page No. 5

TCBY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                 August 31,        August 31,
                                                    1997              1996   
                                               ________________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
 Net income                                    $  7,701,787       $  5,703,931
 Adjustments to reconcile net income to net
   cash provided by operating activities:
  Depreciation                                    3,798,016          3,880,564
  Amortization of intangibles                       167,048            155,213
  Provision for doubtful accounts and 
   impaired notes                                    47,097             66,155
  Deferred income taxes                             962,939          1,051,169
  Gain on sales of property and equipment           (40,710)          (40,631)
  Changes in operating assets and liabilities:
   Receivables                                   (6,260,345)        (2,171,382)
   Inventories                                      683,651          1,068,865
   Prepaid expenses                                 283,613            352,700
   Assets held for disposal                            -             2,298,521
   Intangibles and other assets                    (705,002)        (1,564,935)
   Accounts payable and accrued expenses          2,495,970         (2,845,138)
   Income taxes                                   1,838,681          5,629,538
                                               _____________      _____________
    NET CASH PROVIDED BY
      OPERATING ACTIVITIES                       10,972,745         13,584,570

INVESTING ACTIVITIES
 Purchases of property, plant, and equipment     (1,539,386)        (2,331,386)<PAGE>
 Proceeds from sales of property and equipment       57,624            318,508
 Origination of notes receivable                   (767,194)          (223,284)
 Principal collected on notes receivable          1,791,132          1,306,315
 Purchases of short-term investments               (720,001)              (231)
 Proceeds from maturity of short-term
  investments                                       800,000          4,652,085
                                               _____________      _____________
    NET CASH (USED IN) PROVIDED BY
      INVESTING ACTIVITIES                         (377,825)         3,722,007

FINANCING ACTIVITIES
 Proceeds from sale of common stock                 118,203               -
 Dividends paid                                  (3,634,831)        (3,805,986)
 Purchases of treasury stock                     (3,901,872)        (3,694,119)
 Principal payments of long-term debt            (2,378,586)        (2,378,586)
                                               _____________      _____________
    NET CASH USED IN FINANCING ACTIVITIES        (9,797,086)        (9,878,691)
                                               _____________      _____________

   INCREASE IN CASH AND CASH EQUIVALENTS           797,834          7,427,886

Cash and cash equivalents at beginning
 of period                                       14,919,008          5,565,654
                                               _____________      _____________
    CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $ 15,716,842       $ 12,993,540
                                               =============      =============
</TABLE>
See notes to consolidated financial statements.

                                                      Sequential Page No. 6






TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
August 31, 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 and  nine  months  ended August  31,  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>
                                   August 31,     November 30,
                                      1997            1996   
                                  ____________    ____________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 4,110,134     $ 3,794,175

Finished food products              2,993,913       2,947,515

Equipment and other products        3,551,891       4,580,061
                                  ____________    ____________

                                  $10,655,938     $11,321,751
                                  ============    ============ 
</TABLE>


                                       Sequential Page No. 7


NOTE D -- ACCRUED EXPENSES

Accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                   August 31,     November 30,
                                      1997            1996   
                                  ____________    ____________
<S>                               <C>             <C>
Rent                              $   664,052     $   960,371
Compensation                        3,139,230       2,219,160
Other                               2,317,810       2,519,850
                                  ____________    ____________

                                  $ 6,121,092     $ 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 plaintiff  has appealed the  summary
judgment order, and in response the Company will  vigorously
argue that the order should be upheld.

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.

NOTE F -- IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARD

In February 1997, the  Financial Accounting Standards  Board
issued Statement  No.  128,  Earnings Per  Share,  which  is
required to be adopted by  the Company in the first  quarter
of 1998.   At that  time, the  Company will  be required  to
change the  method currently  used to  compute earnings  per
share and  to restate  all  prior periods.   Under  the  new
requirements, primary  earnings per  share will  be  renamed
basic earnings  per  share  and will  exclude  the  dilutive
effect of stock  options.   The Company  has determined  the
impact of Statement No. 128  on the calculation of  earnings
per share for the third quarter and nine months ended August
31, 1997 and 1996 would not be material.

                                       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  third quarter and  first
nine months of  1997 increased  15 percent  and 11  percent,
respectively, over the same periods  in 1996.  As  described
below, the  Company has  experienced improved  sales in  the
specialty products  and equipment  distribution  categories.
These increases are partially  offset by decreased sales  by
Company-owned stores due to the franchising of these  stores
during 1996; the  divestiture of Carlin  in July, 1997;  and
decreased sales  to traditional  "TCBY"(Registered)  stores.
The  Company's  total  sales  excluding   "TCBY"(Registered)
Company-owned units and Carlin Manufacturing for the quarter
and for the nine months increased 19 percent and 17 percent,
respectively, 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)
                                   Quarter Ended                     Nine Months Ended
                      August 31, 1997     August 31, 1996    August 31, 1997   August 31, 1996
                      _______________     _______________    _______________    _______________
                      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           $15,415     51%     $16,899     65%    $38,841    53%     $39,704    60%
 Sales of specialty
  products              9,786     33%       4,523     17%     20,155    28%      11,167    17%
 Retail sales by
  Company-owned
  stores                  206      1%         217      1%        578     1%       2,426     4%
                      _______    ____     _______    ____    _______    ____    _______    ____
                       25,407     85%      21,639     83%     59,574    82%      53,297    81%

Equipment:
 Sales by the 
  Company's equip-
  ment distributor      4,345     14%       3,341     13%     11,094    15%       9,325    14%
 Sales of manufac-
  tured specialty
  vehicles                  1      0%         833      3%      1,228     2%       2,307     4%
                      _______    ____     _______    ____    _______    ____    _______    ____

                        4,346     14%       4,174     16%     12,322    17%      11,632    18%
Other                     266      1%         262      1%        810     1%         778     1%
                      _______    ____     _______    ____    _______    ____    _______    ____
Total Sales           $30,019    100%     $26,075    100%    $72,706   100%     $65,707   100%
                      =======    ====     =======    ====    =======   ====     =======   ====
</TABLE>







                                       Sequential Page No. 9

Sales from the Company's  food products segment include  (i)
wholesale sales of frozen yogurt  and ice cream products  to
ProSource Distribution  Services  and to  other  foodservice
distributors,     which      distribute     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 specialty 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.  

Wholesale sales  of frozen  yogurt  and ice  cream  products
decreased nine  percent and  two  percent during  the  third
quarter  and  first  nine  months  of  1997,   respectively,
compared to the same periods  in 1996.  These decreases  are
attributed  primarily  to  a  reduction  in  the  number  of
domestic traditional "TCBY"(Registered) stores in  operation
and a decline in yogurt purchased by operating stores during
1997 compared  to  1996.   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   at   August   31,   1997.      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(Registered) and  Juice
Works(Registered) location  activity for  the third  quarter
and first nine months of 1997 and 1996.





<TABLE>
<CAPTION>
                                                                          NON-
                             FRANCHISED    COMPANY     INTERNATIONAL  TRADITIONAL      TOTAL
                               STORES       STORES       LOCATIONS     LOCATIONS     LOCATIONS
                            1997    1996  1997  1996   1997     1996  1997    1996  1997   1996
                            ____________________________________________________________________
<S>                         <C>    <C>    <C>   <C>    <C>      <C>   <C>    <C>    <C>   <C> 
For the third quarter:
 Locations open at 
  beginning of period       1,169  1,228    2     8     225     194   1,373  1,311  2,769 2,741
 Opened                        14     15    1     -      12      42     107     96    134   153
 Closed                       (35)   (18)   -     -     (12)    (27)    (69)   (68)  (116) (113)
 Locations transferred          1      6   (1)   (7)      -       -       -      1      -     -
                            ____________________________________________________________________

 Locations open at
  end of period             1,149  1,231    2     1     225     209   1,411  1,340  2,787 2,781
                            ====================================================================
</TABLE>

                                                      Sequential Page No. 10

<TABLE>
<CAPTION>
                                                                           NON-
                             FRANCHISED    COMPANY     INTERNATIONAL   TRADITIONAL      TOTAL
                               STORES       STORES       LOCATIONS      LOCATIONS     LOCATIONS
                            1997    1996  1997  1996   1997     1996  1997    1996  1997   1996
                            ____________________________________________________________________
<S>                         <C>    <C>    <C>   <C>    <C>      <C>   <C>    <C>    <C>   <C> 
For the first nine months:
 Locations open at 
  beginning of period       1,198  1,218    2    42     201     187   1,297  1,273  2,698 2,720
 Opened                        47     29    1     -      48      64     263    262    359   355                           55
 Closed                       (97)   (46)   -    (1)    (24)    (42)   (149)  (205)  (270) (294)
 Locations transferred          1     30   (1)  (40)      -       -       -     10      -     -
                            ____________________________________________________________________

 Locations open at
  end of period             1,149  1,231    2     1     225     209   1,411  1,340  2,787 2,781
                            ====================================================================
</TABLE>


Included in the franchised and Company store information are
87 and 127 "TCBY"(Registered)  stores closed for  relocation
or for the season on August 31, 1997 and 1996, respectively.
During the  first nine  months of  1997, 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  two years.    The
Company believes this trend will continue for the  remainder
of 1997.    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,
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
263 non-traditional  openings in  the first  nine months  of
1997 were co-branded.   The Company's current experience  is
that the volume  of yogurt  of these  locations will  exceed
that of other  types of non-traditional  locations with  the
exception of  airports.   During the  first nine  months  of
1997, 149  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. 11

Sales of  specialty products  increased 116  percent and  80
percent during the  third quarter and  first nine months  of
1997, respectively, as compared to the same periods in 1996.
A majority of this increase is attributed to increased sales
of private label products.  The Company has pursued  private
label opportunities  to utilize  available capacity  at  its
manufacturing facility in Dallas.   Sales improvements  have
also   occurred   due   to    the   introduction   of    new
"TCBY"(Registered) products primarily through club stores.

Retail sales  by Company-owned  stores declined  due to  the
Company's implementation  during  1996 of  its  decision  to
franchise  or   close   most   of   its   "TCBY"(Registered)
Company-owned stores.   The Company took  this action as  it
believes the  stores  could 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.

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  four percent  and
six percent  during the  third quarter  and the  first  nine
months of  1997,  respectively,  as  compared  to  the  same
periods in the  prior year.   This improvement in  sales is
primarily   due   to   the   opening   of    non-traditional
"TCBY"(Registered) locations,  some  of  which  purchased  a
portion  of  their  original  equipment  packages  from  the
Company's  equipment   distributor.     This  increase   was
partially  offset  by  decreased  sales  at  the   Company's
equipment manufacturer.  In July,  1997, the Company sold  a
portion of the equipment manufacturer's assets to a  company
controlled by the subsidiary's  president.  The assets  sold
included certain inventory,  plant equipment, furniture  and
fixtures, and intangibles.   The  transaction was  partially
financed by  the  Company.   The  Company  retained  certain
inventory items which will  be marketed with the  assistance
of the  new company.   In  addition, the  real property  was
retained by the Company and  leased to the purchaser.   This
transaction could  result in  lower sales  in the  equipment
segment during the remainder of 1997. 

As a percent of sales, cost  of sales for the third  quarter
and first nine months of 1997  and 1996 for the Company  and
its two primary segments are presented below:

<TABLE>
<CAPTION>
                            Third Quarter    First Nine Months
                            _____________    _________________
                            1997    1996       1997    1996
______________________________________________________________
<S>                         <C>     <C>        <C>     <C>
 Food Products Segment       64%     63%        65%     62%
 Equipment Segment           79%     74%        78%     76%
 Company Total               66%     64%        67%     64%
</TABLE>

                                           Sequential Page 12






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  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 during  1997 compared  to the  prior
year.   (See  earlier  discussion  related  to  these  sales
increases.)  Cost of sales  during 1997 have been  favorably
impacted by a  decrease in  dairy prices which  are a  major
component of the  Company's cost  of sales.   The  Company's
dairy costs are expected to  be lower in the fourth  quarter
of 1997 compared to 1996.

Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty  income.  In  the third quarter  of
1997,  initial  franchise  and  license  fees  increased  17
percent while royalty income decreased four percent from the
same period  in  1996.   The  improvement in  franchise  and
license fees resulted  primarily from increased  development
of non-traditional locations as  noted above.  The  decrease
in royalty income is primarily attributable to a decrease in
domestic royalties as a result of the decrease in the number
of domestic  traditional "TCBY"(Registered)  stores and  the
decline in yogurt purchases by the operating stores as noted
above which  was partially  offset by  the increase  in  the
number of non-traditional locations.

In the  first nine  months of  1997, initial  franchise  and
license fees  increased  67  percent  while  royalty  income
increased two  percent.   The improvement  in franchise  and
license  fees  resulted  primarily  from  increased  initial
international franchise  fees.    The  increase  in  royalty
income  is   primarily  attributable   to  the   growth   in
non-traditional locations  referred  to  above,  along  with
expanded  distribution  in  international  markets.    These
increases were  partially  offset  by  changes  in  domestic
traditional  "TCBY"(Registered)  stores  discussed  in   the
preceding paragraph.

Operating expenses were comparable  in the third quarter  of
1997 to the  same period in  1996 while a  decrease of  four
percent was experienced  in the  first nine  months of  1997
compared to 1996.   The decrease for  the nine month  period
relates to reduced  operating expenses  of 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 23 percent and
26  percent  for  the  third  quarter  of  1997  and   1996,
respectively.  For the first  nine months of 1997 and  1996,
operating expenses  as a  percentage of  combined sales  and
franchising  revenues  were  29  percent  and  33   percent,
respectively.

                                      Sequential Page No. 13

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, 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 increased approxi-
mately $.7 million  during the  first nine  months of  1997.
This change  resulted primarily  from increased  net  income
which was  partially offset  by  (i) purchases  of  treasury
stock,  (ii)  an  increase  in  trade  accounts   receivable
primarily attributed to the  normal seasonal increase  along
with expansion in the private  label market, and (iii)  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.

In December 1995, the  Company was authorized to  repurchase
up to three million shares of its outstanding common  stock.
Subsequently, repurchases have totaled 1,800,400 shares with
762,700 shares purchased in the  first n ine months of 1997.
The repurchases were 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>
                                   August 31,      November 30,
                                      1997             1996  
                                  ____________    _____________
<S>                                <C>             <C>
Current Ratio                      3.4 to 1.0      4.1 to 1.0
Working Capital (in millions)        $34.9           $33.9
Long-Term Debt to Equity Ratio     .09 to 1.0      .12 to 1.0
Tangible Net Worth (in millions)     $75.0           $74.7
</TABLE>



On September  13, 1997,  the  Company's Board  of  Directors
declared a five cents per share dividend payable on  October
10, 1997  to the  stockholders of  record on  September  25,
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. 14

                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

There were no changes from previously reported litigation.





<TABLE>
<CAPTION>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
<S>       <C>
          a)  Exhibits

27            Article 5, Financial Data Schedule for the Third 
              Quarter Fiscal 1997 Form 10-Q

99(a)         Press release, dated June 23, 1997, "Mixed Double 
              and Island Fantasy Promotions Highlight Summer at 
              TCBY"

99(b)         Press release, dated June 30, 1997, "TCBY 
              Enterprises, Inc. Names Jim Fink President of 
              Americana Foods"

99(c)         Press release, dated July 23, 1997, "TCBY 
              Announces Sale of Carlin Manufacturing to Company 
              President"

99(d)         Press release, dated July 24, 1997, "TCBY Signs 
              Development Agreement with TravelCenters of 
              America, Inc."

99(e)         Press release, dated August 4, 1997, "TCBY Signs 
              Development Agreement with Total Petroleum"

99(f)         Press release, dated August 22, 1997, "Pretzel 
              Time and TCBY Announce Openings of 20th 
              Co-Branded Location"

99(g)         Press release, dated September 10, 1997, "TCBY 
              Net Income Up 35%, Over 300 Stores Under 
              Development"

99(h)         Press release, dated September 12, 1997, "TCBY 
              Declares Cash Dividend"
</TABLE>


           b)  The Company did not file any reports on  Form
               8-K during the three months ended August 31, 1997.


                                      Sequential Page No. 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:  10/14/97                  /s/ Frank D. Hickingbotham
                                 ___________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  10/14/97                    /s/ Gene H. Whisenhunt
                                 ___________________________
                                   Gene H. Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer


                                     Sequential Page No. 16

                           EXHIBIT 27