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 May 30, 1999
                               _____________
                               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,  1999  there  were  22,914,925  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 30, 1999 and November 29, 1998                       3

          Consolidated Statements of Operations
          Quarter ended and six months ended
          May 30, 1999 and May 31, 1998                            5

          Consolidated Statements of Cash Flows
          Six months ended May 30, 1999 and May
          31, 1998                                                 6

          Notes to Consolidated Financial Statements
          May 30, 1999                                             7


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

Item 3.   Quantitative and Qualitative Disclosures About
          Market Risk                                             18

PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings                                       19

Item 4.   Submission of Matters to a Vote of
          Security Holders                                        19

Item 6.   Exhibits and Reports on Form 8-K                        19


SIGNATURES                                                        20
</TABLE>


                             Sequential Page No. 2


                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>

                                                May 30,         November 29,
                                                 1999               1998
                                            ________________________________

ASSETS
<S>                                         <C>                <C>
CURRENT ASSETS:
 Cash and cash equivalents                  $  9,685,546       $ 16,924,143
 Short-term investments                        2,318,610          2,967,135
 Receivables:
  Trade accounts                              15,098,696         10,078,733
  Notes                                        1,610,100          1,695,429
  Allowance for doubtful accounts
   and impaired notes                           (513,193)          (439,223)
                                            _____________      _____________
                                              16,195,603         11,334,939

 Refundable income taxes                            -               156,951
 Deferred income taxes                           863,207          1,204,197
 Inventories                                  15,018,345         12,554,875
 Prepaid expenses and other assets             2,265,749          1,540,971
 Assets held for sale                            150,000            150,000
                                            _____________      _____________

    TOTAL CURRENT ASSETS                      46,497,060         46,833,211

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,534,307          2,534,307
 Buildings                                    23,258,182         22,763,194
 Furniture, vehicles, and equipment           46,948,170         46,637,567
 Leasehold improvements                        3,611,957          3,603,219
 Construction in progress                        264,321               -
 Allowance for depreciation                  (41,494,443)       (39,546,174)
                                            _____________      _____________

    NET PROPERTY, PLANT, AND EQUIPMENT        35,122,494         35,992,113

OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful notes of
  $7,807,233 in 1999 and $8,029,658
  in 1998)                                     4,112,088          4,525,970
 Intangibles (less amortization of
  $1,952,555 in 1999 and $2,226,511
  in 1998)                                     4,149,861          4,250,684
 Other                                         5,194,457          2,850,906
                                            _____________      _____________

    TOTAL OTHER ASSETS                        13,456,406         11,627,560
                                            _____________      _____________

    TOTAL ASSETS                            $ 95,075,960       $ 94,452,884
                                            =============      =============
</TABLE>


See notes to consolidated financial statements.


                             Sequential Page No. 3


 TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>



                                                May 30,         November 29,
                                                 1999               1998
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  4,334,381       $  2,130,430
 Accrued expenses                              4,293,255          6,682,371
 Income taxes payable                          1,175,079               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________

    TOTAL CURRENT LIABILITIES                 12,974,163         11,984,249

LONG-TERM DEBT, less current portion           1,357,954          2,952,634

DEFERRED INCOME TAXES                          3,308,447          3,319,847

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 - 1999 - 27,847,646;
  1998 - 27,759,021                            2,784,765          2,775,902
 Additional paid-in capital                   30,564,409         30,098,602
 Retained earnings                            76,238,399         74,751,431
                                            _____________      _____________
                                             109,587,573        107,625,935

 Less treasury stock, at cost (4,951,471
  shares in 1999 and 4,839,952 in 1998)      (32,152,177)       (31,429,781)
                                            _____________      _____________

    TOTAL STOCKHOLDERS' EQUITY                77,435,396         76,196,154
                                            _____________      _____________

    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                 $ 95,075,960       $ 94,452,884
                                            =============      =============
</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 30,          May 31,            May 30,         May 31,
                             1999             1998               1999            1998
                         ________________________________________________________________
<S>                      <C>              <C>               <C>             <C>
Sales                    $27,711,655      $27,083,951       $ 45,987,939    $ 43,812,652
Cost of sales             18,944,183       18,139,008         32,193,074      29,431,523
                         ____________     ____________      _____________   _____________
  GROSS PROFIT             8,767,472        8,944,943         13,794,865      14,381,129

Franchising revenues:
 Initial franchise and
  license fees               593,375          675,875          1,451,956       1,360,855
 Royalty income            2,703,519        3,137,764          4,574,657       4,932,608
                         ____________     ____________      _____________   _____________
                           3,296,894        3,813,639          6,026,613       6,293,463
                         ____________     ____________      _____________   _____________

                          12,064,366       12,758,582         19,821,478      20,674,592

 Selling, general, and
  administrative
  expenses                 7,392,029        7,619,643         14,442,368      14,623,444
                         ____________     ____________      _____________   _____________

  INCOME FROM
   OPERATIONS              4,672,337        5,138,939          5,379,110       6,051,148

Other income (expense):
 Interest expense            (77,405)        (141,699)          (182,815)       (305,315)
 Interest income             181,427          263,233            432,167         617,767
 Other income                109,219           66,128            177,980         103,907
                         ____________     ____________      _____________   _____________
                             213,241          187,662            427,332         416,359
                         ____________     ____________      _____________   _____________
  INCOME BEFORE
   INCOME TAXES            4,885,578        5,326,601          5,806,442       6,467,507

Income tax expense         1,709,955        1,799,633          2,032,256       2,198,951
                         ____________     ____________      _____________   _____________

  NET INCOME             $ 3,175,623      $ 3,526,968       $  3,774,186    $  4,268,556
                         ============     ============      =============   =============

Earnings per share:
  Basic                  $      0.14      $      0.15       $       0.17    $       0.18
                         ============     ============      =============   =============
  Diluted                $      0.14      $      0.15       $       0.16    $       0.18
                         ============     ============      =============   =============

Weighted Average Shares
  Outstanding:
  Basic                   22,845,227       23,270,022         22,871,881      23,369,225
                        ============     ============      =============   =============
  Diluted                 23,228,083       24,158,257         23,278,222      24,161,460
                        ============     ============      =============   =============
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 30,           May 31,
                                                    1999              1998
                                               _______________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
 Net income                                    $  3,774,186       $  4,268,556
 Adjustments to reconcile net income to net
   cash used in operating activities:
  Depreciation                                    1,999,808          2,121,816
  Amortization of intangibles                       126,091            130,615
  Provision for doubtful accounts and
   impaired notes                                    43,106             31,998
  Deferred income taxes (benefits)                  329,590           (171,437)
  Tax benefit from stock options                       -               760,000
  Loss on sales of property and equipment              -                 2,579
  Changes in operating assets and liabilities:
   Receivables                                   (4,993,832)        (6,154,006)
   Inventories                                   (2,463,470)        (5,124,607)
   Prepaid expenses                                (724,778)          (166,866)
   Intangibles and other assets                  (2,418,794)           607,651
   Accounts payable and accrued expenses           (185,165)         1,926,463
   Income taxes                                   1,332,030            282,969
                                               _____________      _____________
    NET CASH USED IN OPERATING ACTIVITIES        (3,181,228)        (1,484,269)

INVESTING ACTIVITIES
 Purchases of property, plant, and equipment     (1,127,090)        (1,041,715)
 Proceeds from sales of property and equipment       46,876             59,411
 Origination of notes receivable                   (106,166)          (206,256)
 Principal collected on notes receivable            610,110            886,609
 Purchases of short-term investments               (665,433)          (274,741)
 Proceeds from maturity of short-term
  investments                                     1,313,958            337,014
                                               _____________      _____________
    NET CASH PROVIDED BY (USED IN)
      INVESTING ACTIVITIES                           72,255           (239,678)

FINANCING ACTIVITIES
 Proceeds from sale of common stock                 474,670          3,244,831
 Dividends paid                                  (2,287,218)        (2,349,886)
 Purchases of treasury stock                       (722,396)        (8,675,444)
 Principal payments of long-term debt            (1,594,680)        (1,669,288)
                                               _____________      _____________
    NET CASH USED IN FINANCING ACTIVITIES        (4,129,624)        (9,449,787)
                                               _____________      _____________

    DECREASE IN CASH AND
      CASH EQUIVALENTS                           (7,238,597)       (11,173,734)

Cash and cash equivalents at beginning
 of period                                       16,924,143         19,693,693
                                               _____________      _____________
    CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $  9,685,546       $  8,519,959
                                               =============      =============
</TABLE>


See notes to consolidated financial statements.



                             Sequential Page No. 6


TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
May 30, 1999

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  30,  1999  are   not
necessarily indicative of the  results that may be  expected
for  the  year  ended  November  28,  1999.    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 29, 1998.

NOTE B -- NEW PRONOUNCEMENTS

In June  1997,  the  Financial  Accounting  Standards  Board
("FASB") issued Statement of Financial Accounting  Standards
No. 130 ("SFAS No. 130"), "Reporting Comprehensive  Income."
SFAS  No.  130,   which  is  effective   for  fiscal   1999,
establishes standards  for  the  reporting  and  display  of
comprehensive income  and  its  components.    Comprehensive
income is  defined as  the change  in equity  of a  business
enterprise during  a  period  from  transactions  and  other
events   and   circumstances    from   non-owner    sources.
Comprehensive income for the  quarters and six months  ended
May 30, 1999  and May 31,  1998 was equal  to net income  as
reported.

In June 1998, the FASB issued SFAS No. 133, "Accounting  for
Derivative Instruments  and  Hedging Activities,"  which  is
effective for  years  beginning  after  June  15,  2000  and
requires that all derivatives  be recognized on the  balance
sheet at  fair value.   SFAS  No. 133  establishes  "special
accounting" for  fair value  hedges, cash  flow hedges,  and
hedges of foreign currency  exposures of net investments  in
foreign operations.  Derivatives that are not hedges must be
adjusted to fair value through income.  If the derivative is
a hedge, depending on  the nature of  the hedge, changes  in
the fair value of derivatives will either be offset  against
the change in fair value of the assets, liabilities, or firm
commitments  through   earnings  or   recognized  in   other
comprehensive income until the hedged item is recognized  in
earnings.  The ineffective portions of a derivative's change
in fair value  will be immediately  recognized in  earnings.
The adoption  of SFAS  No. 133  is not  expected to  have  a
material impact  on  the Company's  financial  condition  or
results of operations.


                             Sequential Page No. 7


 NOTE C -- 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 30,         May 31,         May 30,        May 31,
                                     1999            1998            1999           1998
                                 ___________     ___________     ___________    ___________
<S>                              <C>             <C>             <C>            <C>
Numerator:

  Net Income                     $ 3,175,623     $ 3,526,968     $ 3,774,186    $ 4,268,556
                                 ===========     ===========     ===========    ===========
Denominator:

  Denominator for basic earnings
  per share -- weighted-average
  shares                          22,845,227      23,270,022      22,871,881     23,369,225

  Potential dilutive effect of
  employee stock options             382,856         888,235         406,341        792,235
                                 ___________     ___________     ___________    ___________
  Denominator for diluted earnings
  per share -- weighted-average
  shares and assumed conversions  23,228,083      24,158,257      23,278,222     24,161,460
                                 ===========     ===========     ===========    ===========

  Basic earnings per share             $0.14           $0.15           $0.17          $0.18
                                 ===========     ===========     ===========    ===========

  Diluted earnings per share           $0.14           $0.15           $0.16          $0.18
                                 ===========     ===========     ===========    ===========
  Anti-dilutive employee stock
  options excluded                   439,550          68,181         439,550         64,321
                                 ===========     ===========     ===========    ===========
</TABLE>




NOTE D -- INVENTORIES


<TABLE>
<CAPTION>
                                     May 30,      November 29,
                                      1999            1998
                                  _____________   _____________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $  6,715,960    $  5,088,456

Finished yogurt and other
  food products                      5,991,619       4,526,777

Equipment and other products         2,310,766       2,939,642

                                  _____________   _____________
                                  $ 15,018,345    $ 12,554,875
                                  =============   =============
</TABLE>



                             Sequential Page No. 8


NOTE E -- ACCRUED EXPENSES

Accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                     May 30,      November 29,
                                      1999            1998
                                  ____________    ____________
<S>                               <C>             <C>
Rent                              $   562,772     $   602,272

Compensation                        1,571,563       2,234,893

Other                               2,158,920       3,845,206
                                  ____________    ____________

                                  $ 4,293,255     $ 6,682,371
                                  ============    ============
</TABLE>




NOTE F -- CONTINGENCIES

There is no material litigation pending against the Company.
A small number of  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 sales  for the  second quarter  and first  six
months of  1999  increased  two percent  and  five  percent,
respectively, over the same periods in 1998.  This  increase
results  from  improved  sales  of  specialty  products   as
described below,  which  offset  decreases  of  product  and
equipment  sales   to  TCBY(registered)   locations.     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 30, 1999        May 31, 1998      May 30, 1999       May 31, 1998
                      ________________    ________________   _______________    _______________
                       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           $13,987     50%     $14,421     53%    $22,298    48%     $22,808    52%
 Sales of specialty
  products              9,483     34%       7,599     28%     16,067    35%      12,148    28%
                      _______    ____     _______    ____    _______   ____     _______   ____
                       23,470     84%      22,020     81%     38,365    83%      34,956    80%

Equipment:
 Sales by the
  Company's equip-
  ment distributor      3,811     14%       4,659     17%      6,789    15%       8,067    18%

Other                     431      2%         405      2%        834     2%         790     2%
                      _______    ____     _______    ____    _______   ____     _______   ____
Total Sales           $27,712    100%     $27,084    100%    $45,988   100%     $43,813   100%
                      =======    ====     =======    ====    =======   ====     =======   ====
</TABLE>



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

Wholesale sales of frozen yogurt  and ice cream products  to
TCBY(registered) locations decreased  three percent and  two
percent during the  second quarter and  first six months  of
1999,  due  to  a  reduction  in  the  number  of   domestic
traditional TCBY(registered) stores and a decline in  yogurt
purchases by  existing  TCBY(registered) locations.    These
decreases were  partially  offset  by  purchases  of  frozen


                            Sequential Page No. 10


products by new TCBY(registered) non-traditional  locations.
The Company continues to develop additional TCBY(registered)
non-traditional    locations    with    approximately    300
TCBY(registered) locations under  agreement for  development
as of May 30, 1999.  Most of the TCBY(registered)  locations
under  development   will  be   co-branded  locations   with
petroleum or other food  operations.  The Company  continues
its effort  to  improve  sales in  existing  units.    These
efforts include working  with a  nationally known  marketing
firm to develop and  implement neighborhood store  marketing
programs for franchisees  willing to participate.   Many  of
these plans were  executed beginning in  May.  In  addition,
television, radio and billboard promotions began in  certain
markets in  late  May and  will  run through  July.    These
efforts have resulted  in improved sales  trends in some  of
those markets, but overall sales remain lower than the prior
year.    The  Company  also  continues  its  focus  on   the
operational  standards  of  the  TCBY(registered)  locations
through increased  store  visits by  Company  associates  or
representatives.   The Company  is  working with  a  limited
number of franchisees who desire to relocate marginal stores
or pursue co-branding to  provide additional daypart  sales.
These  efforts  are  intended  to  improve  our   customers'
experience in the stores and ultimately sales volume in  the
TCBY(registered)  locations.    These  measures  are   being
evaluated on a continual basis and may change if the Company
determines they are  not working or  are inappropriate.   In
addition, barriers may be  encountered in implementing  some
of the above strategies, including financial capability  and
willingness of existing franchisees to participate, lack  of
availability  of   co-branded  partners   due  to   existing
encroachment  problems   within   their  chains,   size   of
TCBY(registered) store, lease restrictions, and  limitations
of  corporate   resources.     Even  with   the   successful
implementation of these  programs, store  sales may  decline
and store closings may continue.

The following table sets forth TCBY and Juice Works location
activity for the second quarter and first six months of 1999
and 1998.


<TABLE>
<CAPTION>

                                                                       NON-
                            FRANCHISED    COMPANY    INTERNATIONAL  TRADITIONAL      TOTAL
                              STORES       STORES      LOCATIONS     LOCATIONS     LOCATIONS
                            1999   1998  1999  1998   1999   1998   1999   1998   1999   1998
                           ___________________________________________________________________
<S>                        <C>     <C>   <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>
For the second quarter:
 Locations open at
  beginning of period      1,001  1,095     2     2    219    230  1,750  1,528  2,972  2,855
 Opened                       10     15     -     -     13      9     90     98    113    122
 Closed                      (25)   (19)    -     -     (2)   (22)   (23)   (21)   (50)   (62)
 Locations transferred         -      -     -     -      -      -      -      -      -      -
                           ___________________________________________________________________
 Locations open at
  end of period              986  1,091     2     2    230    217  1,817  1,605  3,035  2,915
                           ===================================================================
</TABLE>

                              Sequential Page No. 11


<TABLE>
<CAPTION>
                                                                       NON-
                            FRANCHISED    COMPANY    INTERNATIONAL  TRADITIONAL      TOTAL
                              STORES       STORES      LOCATIONS     LOCATIONS     LOCATIONS
                            1999   1998  1999  1998   1999   1998   1999   1998   1999   1998
                           ___________________________________________________________________
 <S>                       <C>     <C>   <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>
 For the first six months:
 Locations open at
  beginning of period      1,031  1,110     2     2    216    229  1,711  1,467  2,960  2,808
 Opened                       18     20     -     -     19     13    167    176    204    209
 Closed                      (63)   (39)    -     -     (5)   (25)   (61)   (38)  (129)  (102)
 Locations transferred         -      -     -     -      -      -      -      -      -      -
                           ___________________________________________________________________
 Locations open at
  end of period              986  1,091     2     2    230    217  1,817  1,605  3,035  2,915
                           ===================================================================
</TABLE>




During the  first six  months  of 1999,  significantly  more
TCBY(registered) non-traditional locations than  traditional
locations opened.   The  Company  believes this  trend  will
continue during the remainder of 1999.  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   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;  new
development   may    also    be   slowed    when    existing
TCBY(registered)   franchisees   express   their    concerns
regarding new TCBY(registered) locations; and the desire  of
the  Company  to  maintain   good  relationships  with   all
TCBY(registered)   franchisees   in   the   markets    under
consideration results  in occasional  delays in  development
while those concerns are addressed.  The majority of the 167
non-traditional openings  in the  first six  months of  1999
were TCBY(registered)  co-branded  locations.    During  the
first six months of 1999, 61 non-traditional locations  were
closed.   Most of  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.   Additional
units may be closed that  do not meet the quality  standards
established by the Company.

During  the  first  six  months  of  1999,  a  total  of  63
TCBY(registered) franchised stores  were permanently  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, 34  operated
for a portion  of the  first six  months of  1999, with  the
remainder having originally closed  for relocation in  prior
years.  Therefore, some stores shown as closed did not  make
any contribution  to  sales during  the  periods  presented.
Included in the franchised store  information are 57 and  91
TCBY(registered) stores  closed for  relocation or  for  the
season at May 30, 1999 and May 31, 1998, respectively.


                             Sequential Page No. 12


Sales of  specialty products  increased  25 percent  and  32
percent during the  second quarter and  first six months  of
1999, respectively, as compared to the same periods in 1998.
These increases are attributed primarily to increased  sales
of private label products.  The Company continues to  pursue
private  label  opportunities   to  utilize  the   available
capacity at  its  manufacturing  facility in  Dallas.    The
Company has capacity available for additional  manufacturing
opportunities and the current capacity can be expanded  with
reasonable capital investments and staffing increases should
they be warranted.

Sales in the Company's equipment segment include sales  from
the distribution of equipment  to the foodservice  industry.
Sales in the equipment segment  decreased 18 percent and  16
percent during the  second quarter and  first six months  of
1999, respectively, compared  to the same  periods in  1998.
The  decreased   sales  are   due   to  operators   of   new
non-traditional TCBY(registered) locations electing in  some
cases to purchase equipment from other sources.

As a percent of sales, cost of sales for the second  quarter
and first six months  of 1999 and 1998  for the Company  and
its two primary segments are presented below:


<TABLE>
<CAPTION>

                           Second Quarter    First Six Months
                           ______________    ________________
                            1999    1998       1999    1998
 ____________________________________________________________
 <S>                        <C>     <C>        <C>     <C>
 Food Products Segment       68%     66%        70%     66%
 Equipment Segment           78%     75%        76%     77%
 Company Total               68%     67%        70%     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,
being a larger component of the food products segment  sales
in the second quarter and first six months of 1999  compared
to the  same  periods  in  the prior  year.    (See  earlier
discussion related to sales increases.)  In addition,  dairy
prices, which  are a  significant portion  of the  segment's
cost of sales,  increased during  the first  four months  of
1999 to  record  high  levels  before  declining  to  levels
traditionally  experienced  in  past  years.    Dairy  costs
include the  value assigned  to milk  solids and  milk  fats
which are two  of the  components of milk  utilized in  most
products manufactured and sold by the segment.  The cost  of
these two components are 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
price paid  for milk  is based  on the  Basic Formula  Price
(BFP) plus any applicable surcharge (based on the use of the
milk).    Of  the  price  paid  for  milk,  the  Butter  Fat
Differential (BFD) is the market value assigned to milk fats
(used  in  butter,  cheese,  ice  cream,  etc.),  with   the
remainder of the milk price  being assigned to milk  solids.
During the  first  four  months of  1999,  the  BFP  reached
historic levels  before  falling, while  the  BFD  decreased
during the first six months of 1999 from levels  experienced
in late  1998.   This  resulted  in greater  cost  for  milk
solids.   The segment's  core yogurt  products utilize  high


                             Sequential Page No. 13

levels of milk solids, resulting in the higher cost of sales
noted above.

The Company has  historically minimized pricing  adjustments
to TCBY(registered) franchisees based on short-term  changes
in pricing of dairy components,  however, due to the  record
levels of costs incurred the  Company did implement a  dairy
surcharge effective March 15 as noted above.  This surcharge
was delayed to lessen the  impact to franchisees during  the
low point of their business seasonality.  The Company  plans
to discontinue  the  surcharge  during  the  third  quarter,
depending upon milk  cost at  that time.   The surcharge  is
expected to offset  the increases in  dairy costs,  however,
further increases in cost or material changes in product mix
may change this outcome.

Early in  1999 the  Company purchased  BFP milk  futures  to
reduce its price risk on a portion of its products that will
be sold to TCBY(registered) franchisees during the remainder
of  1999.    These   contracts  were  purchased  at   prices
comparable to dairy cost levels experienced in prior  years.
While the  contracts  protect  the  Company  on  the  hedged
portion of  its milk  purchases  against increases  in  milk
prices, it also prevented  realization of the full  benefits
of decreases in  cost of  dairy during  the second  quarter.
The Company was not  significantly impacted by dairy  prices
for products produced for  private label customers as  these
higher costs were passed on to the customers.

On March 31, 1999 the U.S. Department of Agriculture  (USDA)
released the  Federal  Milk  Marketing Order  Reform.    The
reform will expand the  classes of milk  from three to  four
and eliminate the basic formula  price (BFP).  The price  of
each class will  be determined  monthly and  is intended  to
better reflect  the  value of  milk  components  (butterfat,
nonfat solids,  etc.).    The  reform  is  scheduled  to  be
effective  October  1,  1999  but  is  subject  to   certain
approvals by producers.  According to USDA information,  the
reform would  not have  resulted  in significant  change  in
average milk cost to the  Company over the past five  years.
However,  greater   fluctuations  in   milk  cost   may   be
experienced under the reform should it be implemented in the
future.

Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty income.   In the second quarter  of
1999,  initial  franchise  and  license  fees  decreased  12
percent and  royalty income  decreased 14  percent from  the
same period in  1998.   For the  first six  months of  1999,
initial franchise and license  fees increased seven  percent
while royalty income decreased  seven percent from the  same
period in 1998.  The  fluctuations in initial franchise  and
license fees  is  related  to the  timing  of  international
initial franchise fees.  On a year-to-date basis, these fees
slightly exceed the prior year, but receipts were greater in
the first  quarter than  in  the second.   The  Company  has
agreements in approximately 70 countries; therefore, initial
franchise fees for  international markets  could decline  in
future years.    The decreases  in  royalty income  are  due
primarily to fewer  traditional TCBY(registered) stores  and
decreased purchases by those locations.


                             Sequential Page No. 14

Operating expenses  decreased three  percent in  the  second
quarter of 1999 and one percent for the first six months  of
1999 compared to 1998.  The decreases are due to a reduction
in various corporate  operating costs.   As a percentage  of
combined sales and franchising revenues, operating  expenses
were 24 percent  and 25  percent for the  second quarter  of
1999 and 1998, respectively.   For the  first six months  of
1999  and  1998,  operating  expenses  as  a  percentage  of
combined sales and franchising revenues were 28 percent  and
29 percent, respectively.

In June 1999, the Company's former executive office building
being leased  to third  parties  was sold  for cash  to  the
Chairman and  Chief  Executive  Officer.   The  sales  price
approximated the  Company's  book value,  and  exceeded  the
current appraised value.

The forward-looking statements included herein are based  on
certain assumptions  regarding  U.S.  and  foreign  economic
conditions, no significant  disruptions of  business due  to
the Year 2000  issue, 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 $7.9 million  during the  first six  months of  1999.
This decrease  resulted primarily  from (i)  an increase  in
trade accounts receivable and inventory attributed to normal
seasonal increases,  (ii)  cash dividends,  (iii)  principal
payments  of  debt,  and   (iv)  payment  of  an   incentive
allowance.  The incentive  allowance related to the  signing
of a seven-year agreement  with a customer that  distributes
large quantities of frozen dessert products.  The  agreement
contains minimum annual  volumes and any  shortfalls in  the
volumes results  in payments  to the  Company including  the
unamortized portion  of the  incentive allowance  which  was
determined on a per unit basis.  The incentive allowance was
recorded in Other Assets and  will be amortized as  products
are sold to  the customer.   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, 1997,  the Board  of Directors  of the  Company
authorized the  repurchase  of  two million  shares  of  its
outstanding stock.  As of May 30, 1999, 564,402 shares  have
been purchased under this  authorization.  During the  first


                             Sequential Page No. 15

six months of 1999, the Company has purchased 111,519 shares
of common stock at a cost of $722,396.  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 30,      November 29,
                                      1999            1998
                                 ______________   _____________
<S>                                <C>             <C>
Current Ratio                      3.6 to 1.0      3.9 to 1.0
Working Capital (in millions)        $33.5           $34.8
Long-Term Debt to Equity Ratio     .02 to 1.0      .04 to 1.0
Tangible Net Worth (in millions)     $73.3           $71.9
</TABLE>


On June 10, 1999, the Company's Board of Directors  declared
a five cents per share dividend  payable on July 6, 1999  to
the stockholders of record  on June 22,  1999.  The  Company
will consider adjustments to the dividend rate after  giving
consideration  to  return  to  stockholders,   profitability
expectations and financing needs.

YEAR 2000

The worldwide "Year 2000 problem" has arisen due to the fact
that many computer hardware and software systems along  with
components of certain automated  equipment utilize only  the
last two digits of a date  to refer to the year, failing  to
distinguish dates within the twentieth century from those of
the twenty-first  or other  centuries.   If  not  corrected,
these systems could fail  or produce erroneous results  with
the advent of the twenty-first century.

The  Company's  primary  hardware  platform  is  Year   2000
compliant.   The  Company  has completed  a  review  of  its
inventory of personal computers (PC's) and has remediated or
replaced   those   PC's   found   not   to   be   compliant.
Additionally, a  review of  automated equipment  other  than
computer systems has  been performed.   Remediation of  this
equipment is substantially complete.

The Company's primary manufacturing and accounting  software
is  sourced   from  an   external   vendor  and   has   been
independently certified as being  Year 2000 compliant.   The
Company   has   performed   testing   that   supports   this
certification.   Software  developed internally  along  with
other purchased software  has been  reviewed for  compliance
and is in the process  of being remediated where  necessary.
This remediation effort is substantially complete with final
testing to be  completed during the  third quarter of  1999.
The Company currently estimates  the cost to remediate  both
its  Year   2000  hardware   and  software   issues  to   be
approximately $250,000.

The Year 2000 issues  may have an impact  on certain of  the
Company's material  business partners,  potentially  causing
disruptions in the supply of raw materials, services  and/or
the ability of customers to take delivery of products  which
could in  turn have  a material  effect upon  the  Company's


                             Sequential Page No. 16


results  of  operation.    The  degree  of  this  effect  is
uncertain.    The   Company  has   developed  a   structured
methodology for evaluating  the Year 2000  readiness of  its
material business partners  and expects this  process to  be
completed during the third quarter  of 1999.  Most of  these
business partners indicate they  are taking steps they  deem
appropriate to address  the Year 2000  issue; however,  they
will provide no assurances in regard to the global impact of
the Year 2000.  In terms of a contingency plan, the Company,
where practical, has identified  alternative sources of  raw
materials,  packaging,  and  other  manufacturing   supplies
should the  Company's  primary vendors  experience  business
interruptions as  a result  of  the Year  2000 issue.    The
Company has no assurance the alternate vendors can meet  the
supply needs  on a  timely basis.   The  Company will  allow
reasonable  inventory  levels  to  provide  for   short-term
disruptions in the supply chain.

The forward-looking statements contained herein with  regard
to the timing  and overall cost  estimates of the  Company's
efforts to address the Year 2000 problem are based upon  the
Company's experience thus  far in this  effort.  Should  the
Company encounter  unforeseen  difficulties  either  in  the
continuing  review  of   its  computerized  systems,   their
ultimate remediation,  or  the  responses  of  its  business
partners, the actual results  could vary significantly  from
the estimates contained in these forward-looking statements.



                             Sequential Page No. 17



ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company  is  exposed  to market  risk  from  changes  in
interest rates and changes in commodity prices.

The primary commodities purchased  by the Company are  dairy
products.  See earlier discussion for information  regarding
the market  for  dairy  products.    As  part  of  its  risk
management strategy, the  Company began purchasing  exchange
traded milk  future contracts  during the  first quarter  of
1999 to manage its exposure to changes in milk prices.   The
milk future  contracts  obligate  the  Company  to  make  or
receive a payment equal  to the net change  in value of  the
contract at its maturity.  Such contracts are designated  as
hedges of the Company's projected purchases, are  short-term
in nature to  correspond to the  projection period, and  are
effective in hedging  the Company's exposure  to changes  in
milk prices  during  the  cycle.   The  Company  has  hedged
approximately 75% of  its projected milk  purchases for  the
remainder of  1999  for TCBY(registered)  branded  products.
The Company  has not  purchased  milk future  contracts  for
private label products.

Milk future contracts are  marked to market with  unrealized
gains and losses  deferred and recognized  in earnings  when
the contracts close as an  adjustment to cost of goods  sold
(the deferral  accounting method).    The Company  does  not
expect to close any contracts prior to the execution of  the
underling  purchase  transactions,  nor  have  any  of   the
underlying purchase transactions failed to occur.

This  market   risk  discussion   contains   forward-looking
statements.  Actual results may differ materially from  this
discussion based upon general market conditions and  changes
in domestic and global financial markets.




                            Sequential Page No. 18



                    PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

There are no changes from previously reported litigation.

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

a)   The Annual Meeting  of Shareholders was held April  13,
1999.

c)      A  total  of  22,079,441  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 by
more than 95 percent of shares present or represented.


<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 1999 Form 10-Q

99(a)         Press release, dated April 28, 1999, "TCBY
              Announces Agreement for Development in Taiwan"

99(b)         Press release, dated June 10, 1999, "TCBY Reports
              Operating Results for First Half of 1999; Cash
              Dividend Declared"

          b)  The Company did not file any reports on Form 8-K
              during the three periods ended May 30, 1999.
</TABLE>




                             Sequential Page No. 19



                             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:  07/12/99                /s/ Frank D. Hickingbotham
                                ___________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  07/12/99                /s/ Gene H. Whisenhunt
                                ___________________________
                                   Gene H. Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer






                            Sequential Page No. 20