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  June 1, 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 June 30,  1997  there  were  23,876,876  shares  of  the
registrant's common stock outstanding.

                                     Sequential Page No. 1



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

          Consolidated Balance Sheets
          June 1, 1997 and November 30, 1996                       3

          Consolidated Statements of Operations
          Quarter ended and six months ended
          June 1, 1997 and May 31, 1996                            5

          Consolidated Statements of Cash Flows
          Six months ended June 1, 1997 and May
          31, 1996                                                 6

          Notes to Consolidated Financial Statements 
          June 1, 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 4.   Submission of Matters to a Vote of
          Security Holders                                        15

Item 6.   Exhibits and Reports on Form 8-K                        16


SIGNATURES                                                        17
</TABLE>



                                       Sequential Page No. 2



                                     PART 1
          FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>

                                                 June 1,        November 30,
                                                  1997              1996   
                                            ________________________________
<S>                                         <C>                <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                  $  7,684,066       $ 14,919,008
 Short-term investments                        4,172,552          4,252,552
 Receivables:
  Trade accounts                              16,315,653          8,620,498
  Notes                                        2,391,070          2,429,967
  Allowance for doubtful accounts
   and impaired notes                         (1,050,733)        (1,187,628)
                                            _____________      _____________
                                              17,655,990          9,862,837

 Refundable income taxes                            -               332,873
 Deferred income taxes                         1,451,190          1,451,190
 Inventories                                  12,744,300         11,321,751
 Prepaid expenses and other assets             1,811,790          1,742,801
 Assets held for sale                            754,652            822,583
                                            _____________      _____________

    TOTAL CURRENT ASSETS                      46,274,540         44,705,595

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          2,866,820          2,866,820
 Buildings                                    23,629,978         23,581,923
 Furniture, vehicles, and equipment           49,744,449         49,073,757
 Leasehold improvements                        3,607,828          3,511,509
 Construction in progress                         69,614               -
 Allowances for depreciation                 (37,944,109)       (35,694,982)
                                            _____________      _____________

                                              41,974,580         43,339,027
OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful and impaired 
  notes of $8,028,053 in 1997 and 
  $8,494,396 in 1996)                          5,937,351          6,131,070
 Intangibles (less amortization of
  $1,842,386 in 1997 and $1,731,199 
  in 1996)                                     4,504,365          4,485,689
 Other                                         2,607,852          3,807,066
                                            _____________      _____________

                                              13,049,568         14,423,825
                                            _____________      _____________

    TOTAL ASSETS                            $101,298,688       $102,468,447
                                            =============      =============
</TABLE>


See notes to consolidated financial statements.



                                       Sequential Page No. 3

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>
                                                 June 1,       November 30,
                                                  1997             1996    
                                            ________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  4,097,253       $  1,906,568
 Accrued expenses                              5,525,167          5,699,381
 Income taxes payable                          1,361,713               -
 Current portion of long-term debt             3,171,448          3,171,448
                                            _____________      _____________
    TOTAL CURRENT LIABILITIES                 14,155,581         10,777,397

LONG-TERM DEBT, less current portion           7,883,732          9,469,456

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

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Preferred stock, par value $.10 per share;
  authorized 2,000,000 shares                       -                  -
 Common stock, par value $.10 per share;
  authorized 50,000,000 shares;
  issued 27,063,345 in 1997 and
  27,062,345 shares in 1996                    2,706,335          2,706,235
 Additional paid-in capital                   25,551,084         25,547,184
 Retained earnings                            66,100,843         65,165,190
                                            _____________      _____________

                                              94,358,262         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               76,258,274         79,220,493
                                            _____________      _____________

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY                                $101,298,688       $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                     Six Months Ended
                            June 1,          May 31,            June 1,         May 31,
                             1997             1996               1997            1996
                         _______________________________________________________________
               <C>              <C>               <C>             <C>
Sales                    $26,802,645      $24,578,698       $ 42,687,532    $ 39,631,597
Cost of sales             18,029,523       15,745,751         28,712,488      25,197,737
                         ____________     ____________      _____________   ____________
   GROSS PROFIT            8,773,122        8,832,947         13,975,044      14,433,860

Franchising revenues:
 Initial franchise and
  license fees             1,456,711          616,875          2,218,086       1,149,625
 Royalty income            2,924,669        2,749,467          4,750,106       4,441,471
                         ____________     ____________      _____________   ____________
                           4,381,380        3,366,342          6,968,192       5,591,096
                         ____________     ____________      _____________   ____________

                          13,154,502       12,199,289         20,943,236      20,024,956

 Selling, general, and
  administrative 
  expenses                 8,457,652        8,494,992         15,985,048      17,154,105
                         ____________     ____________      _____________   ____________

   INCOME FROM
    OPERATIONS             4,696,850        3,704,297          4,958,188       2,870,851

Other income (expense):
 Interest expense           (189,931)        (240,030)          (392,901)       (502,784)
 Interest income             243,620          246,013            546,705         521,791
 Other income                 57,139           63,904             82,840         107,900
                         ____________     ____________      _____________   ____________
                             110,828           69,887            236,644         126,907
                         ____________     ____________      _____________   ____________

   INCOME BEFORE
    INCOME TAXES           4,807,678        3,774,184          5,194,832       2,997,758

Income tax expense         1,682,688        1,320,963          1,818,191       1,049,214
                         ____________     ____________      _____________   ____________

   NET INCOME            $ 3,124,990      $ 2,453,221       $  3,376,641    $  1,948,544
                         ============     ============      =============   ============
   Net income
    per share            $      0.13      $      0.10       $       0.14    $      .08
                         ============     ============      =============   ============
   Average shares
    outstanding            24,148,523       25,282,552         24,310,943      25,422,426
                         ============     ============      =============   ============
   Cash dividends paid
    per share            $      0.05      $      0.05       $       0.10    $       .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
                                                   June 1,           May 31,
                                                    1997              1996     
                                               ________________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
 Net income                                    $  3,376,641       $  1,948,544
 Adjustments to reconcile net income to net
   cash provided by operating activities:
  Depreciation                                    2,585,820          2,562,161
  Amortization of intangibles                       108,587            101,256
  Provision for doubtful accounts and 
   impaired notes                                    31,398             44,358
  Deferred income taxes                                -               485,636
  Loss (gain) on sales of property  
   and equipment                                        978            (26,396)
  Changes in operating assets and liabilities:
   Receivables                                   (7,975,188)        (3,787,176)
   Inventories                                   (1,406,196)          (534,242)
   Prepaid expenses                                 (68,989)          (127,677)
   Assets held for disposal                            -             1,965,339
   Intangibles and other assets                     935,473          1,811,152
   Accounts payable and accrued expenses          2,016,471           (670,470)
   Income taxes                                   1,694,586          4,127,559
                                               _____________      _____________
     NET CASH PROVIDED BY
      OPERATING ACTIVITIES                        1,299,581          7,900,044

INVESTING ACTIVITIES
 Purchases of property, plant, and equipment     (1,063,024)        (1,448,587)
 Proceeds from sales of property and equipment       25,731            288,472
 Origination of notes receivable                   (388,349)          (107,237)
 Principal collected on notes receivable            735,703            727,553
 Purchases of short-term investments               (720,000)        (9,481,107)
 Proceeds from maturity of short-term
  investments                                       800,000         13,327,978
                                               _____________      _____________
     NET CASH (USED IN) PROVIDED BY
      INVESTING ACTIVITIES                         (609,939)         3,307,072

FINANCING ACTIVITIES
 Proceeds from sale of common stock                   4,000               -
 Dividends paid                                  (2,440,988)        (2,547,463)
 Purchases of treasury stock                     (3,901,872)        (2,059,169)
 Principal payments of long-term debt            (1,585,724)        (1,321,436)
                                               _____________      _____________
     NET CASH USED IN FINANCING ACTIVITIES       (7,924,584)        (5,928,068)
                                               _____________      _____________

     (DECREASE) INCREASE IN CASH AND
       CASH EQUIVALENTS                          (7,234,942)         5,279,048<PAGE>

Cash and cash equivalents at beginning
 of period                                       14,919,008          5,565,654
                                               _____________      _____________
     CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $  7,684,066       $ 10,844,702
                                               =============      =============
</TABLE>





See notes to consolidated financial statements.

                                                            
                                                     Sequential Page No. 6


TCBY ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 1, 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  six  months  ended   June  1,  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>
                                     June 1,      November 30,
                                      1997             1996    
                                  ____________    ____________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 5,318,784     $ 3,794,175

Finished food products              4,011,951       2,947,515

Equipment and other products        3,413,565      4,580,061
                                  ___________     ____________

                                  $12,744,300     $11,321,751
                                  ===========     ============ 

</TABLE>

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

                                       Sequential Page No. 7




NOTE D -- ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                     June 1,      November 30,
                                      1997            1996   
                                  ____________    ____________
<S>                               <C>             <C>
Rent                              $   584,198     $   960,371
Compensation                        3,007,495       2,219,160
Other                               1,933,474       2,519,850
                                  ____________    ____________

                                  $ 5,525,167     $ 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
judgement 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 second  quarter and six months ended  June
1, 1997 and May 31, 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 second quarter and  first
six months of 1997 increased nine percent and eight percent,
respectively, over the same periods  in 1996.  As  described
below, the Company has experienced improved sales throughout
many of  its  categories including  specialty  products  and
equipment  distribution.    These  increases  are  partially
offset by decreased sales by Company-owned stores due to the
franchising of  these stores  during  1996.   The  Company's
total sales excluding "TCBY"(Registered) Company-owned units
for the quarter and for the six months increased 13  percent
and 14 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                     Six Months Ended
                        June 1, 1997        May 31, 1996      June 1, 1997       May 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           $14,796     55%     $14,559     59%    $23,427    55%     $22,805    57%
 Sales of specialty
  products              7,345     27%       4,467     18%     10,369    24%       6,644    17%
 Retail sales by
  Company-owned
  stores                  207      1%         883      4%        372     1%       2,209     6%
                      _______    ____     _______    ____    _______   ____     _______    ____
                       22,348     83%      19,909     81%     34,168    80%      31,658     80%

Equipment:
 Sales by the 
  Company's equip-
  ment distributor      3,749     14%       3,719     15%      6,749    16%       5,984    15%
 Sales of manufac-
  tured specialty
  vehicles                433      2%         690      3%      1,227     3%       1,474     4%
                      _______    ____     _______    ____    _______   ____     _______    ____

                        4,182     16%       4,409     18%      7,976    19%       7,458     19%
Other                     273      1%         261      1%        544     1%         516      1%
                      _______    ____     _______    ____    _______   ____     _______     ____
Total Sales           $26,803    100%     $24,579    100%    $42,688   100%     $39,632     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
increased two percent  and three percent  during the  second
quarter and first six months of 1997, respectively, compared
to the same periods in 1996.  These increases are attributed
primarily  to  increased  purchases  by   "TCBY"(Registered)
non-traditional locations.  The Company continues to develop
additional "TCBY"(Registered) non-traditional locations with
302  "TCBY"(Registered)   locations  under   agreement   for
development at June 1, 1997.  Most of the "TCBY"(Registered)
locations under  development  will be  co-branded  locations
with other food or petroleum operations.

The following table sets forth TCBY and Juice Works location
activity for the second quarter and first six months of 1997
and 1996.

                                     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 second quarter:
 Locations open at 
  beginning of period       1,193  1,208    2    26     210     192   1,320  1,267   2,725  2,693
 Opened                        20     12    -     -      25       6      86    119     131    137
 Closed                       (44)   (10)   -     -     (10)     (4)    (33)   (75)    (87)   (89)
 Locations transferred          -     18    -   (18)      -       -       -      -       -      - 
                            ______________________________________________________________________

 Locations open at
  end of period             1,169  1,228    2     8     225     194   1,373  1,311  2,769   2,741
                            ======================================================================
</TABLE>
<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 six months:
 Locations open at 
  beginning of period       1,198  1,218    2    42     201     187   1,297  1,273  2,698     2,720
 Opened                        33     14    -     -      36      22     156    166    225       202
 Closed                       (62)   (28)   -    (1)    (12)    (15)    (80)  (137)  (154)     (181)
 Locations transferred          -     24    -   (33)      -       -       -      9      -        -
                            ________________________________________________________________________

 Locations open at
  end of period             1,169  1,228    2     8     225     194   1,373  1,311  2,769     2,741
                            ========================================================================
</TABLE>


Included in the franchised and Company store information are
105 and 127 "TCBY"(Registered) stores closed for  relocation
or for  the  season  on  June 1,  1997  and  May  31,  1996,
respectively.    During  the  first  six  months  of   1997,
significantly  more  TCBY  non-traditional  locations   than
traditional locations opened.  While the Company has  placed
and continues to place equal 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
location is treated  the same for  purposes of  encroachment
avoidance.  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  156   non-traditional
openings in the  first six 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 

                                     Sequential Page No. 11

airports.    During  the  first  six  months  of  1997,   80
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.

Sales of  specialty products  increased  64 percent  and  56
percent during the  second quarter and  first six 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 77 percent and
83 percent during the second quarter and first six months of
1997, respectively, compared  to the same  periods in  1996.
These   declines   have   resulted   from   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 decreased  five
percent in the second quarter  of 1997 over the same  period
in the prior year  due to decreased  sales at the  Company's
equipment manufacturer.  In July,  1997, the Company sold  a
portion of the equipment  manufacturers 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 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.  

Sales in  the  equipment  segment  increased  seven percent
during the first six months of 1997 over the same period  in
the prior year.  This  improvement in sales is  attributable
to increased international equipment orders and the  opening
of non-traditional  "TCBY"(Registered)  locations,  some  of
which  purchased  a  portion  of  their  original  equipment
packages from  the  Company's equipment  distributor.    The
increase was  partially offset  by  decreased sales  at  the
Company's equipment manufacturer.

                                         Sequential Page 12

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

<TABLE>
<CAPTION>
                           Second Quarter    First Six Months
                           ______________    ________________
                            1997    1996       1997    1996
_____________________________________________________________
<S>                         <C>     <C>        <C>     <C>
 Food Products Segment       67%     62%        66%     61%
 Equipment Segment           76%     77%        77%     78%
 Company Total               67%     64%        67%     64%
</TABLE>


The increase  in the  food products  segment cost  of  sales
percentage is  due  to a  number  of factors  including  the
Company's decision to franchise or  close most of its  "TCBY
"(Registered) Company-owned  stores.   These  stores  had  a
lower cost of sales percentage than the other categories  of
the food products segment noted  above.  Therefore, as  such
stores were sold or  closed, cost of sales  as a percent  of
sales increased in the food products segment.

In addition, sales  of specialty  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 compared to 1996 have
been favorably impacted by a slight 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 slightly  lower
in the third quarter  of 1997 compared to  the costs in  the
same period of 1996.

Franchising  revenues  consist  of  initial  franchise   and
license fees and royalty income.   In the second quarter  of
1997, initial  franchise  and  license  fees  increased  136
percent while royalty income increased six percent from  the
same period in  1996.   For the  first six  months of  1997,
initial franchise  and  license fees  increased  93  percent
while royalty income increased  seven percent from the  same
period in 1996.  The  improvements in franchise and  license
fees result primarily  from increased initial  international
franchise fees.  The increases  in royalty income relate  to
the growth in the number of franchises operated by petroleum
companies and their dealers  or distributors and other  food
companies, along with expanded distribution in international
markets.

Operating expenses were comparable in the second quarter  of
1997 to the same  period in 1996 while  a decrease of  seven
percent was  experienced in  the first  six months  of  1997
compared to 1996.  The decrease for the six month period  is
due  to  a  reduction  in  operating  expenses  related   to
corporate stores due to the franchising or closing of  these
units as discussed above.  As a percentage of combined sales
and franchising revenues, operating expenses were 27 percent
and 30  percent for  the second  quarter of  1997 and  1996,
respectively.  For the  first six months  of 1997 and  1996,
operating expenses  as a  percentage of  combined sales  and
franchising  revenues  were  32  percent  and  38   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  and  other
manufacturing   opportunities.      Should   the   Company's
performance differ materially from the assumptions regarding
these areas, actual  results could  vary significantly  from
the performance  noted  in the  forward-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 $7.3 million  during the  first six  months of  1997.
This decrease  resulted  primarily  from  (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,
(iii) an  increase  in  inventory  due  to  seasonality  and
additional raw  goods  and packaging  materials  related  to
increased volume of  private label products,  and (iv)  cash
dividends.    The  Company's  foreseeable  cash  needs  for
operations and capital expenditures  are expected to be  met
through cash flows from operations; however, the Company has
available  a  $5  million  unsecured  credit  line  to  meet
seasonal cash needs.

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  six 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>
                                     June 1,      November 30,
                                      1997           1996  
                                  ____________    ____________
<S>                                <C>             <C>
Current Ratio                      3.3 to 1.0      4.1 to 1.0
Working Capital (in millions)        $32.1           $33.9
Long-Term Debt to Equity Ratio     .10 to 1.0      .12 to 1.0
Tangible Net Worth (in millions)     $71.8           $74.7
</TABLE>


On June 20, 1997, the Company's Board of Directors  declared
a five cents per share dividend payable on July 14, 1997  to
the stockholders of  record on  July 3, 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

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
judgement order, and in response the Company will vigorously
argue that the order should be upheld.

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

a)   The Annual Meeting of Shareholders was held April 17, 
     1997.

c)      A  total  of  22,208,776  shares  were  present   or
represented at the meeting.  The first matter voted upon was
the uncontested election of directors.  Abstentions and 
withheld votes constituted the difference between the 
total shares voted for each director and the total shares 
represented in person or by proxy.  All individuals 
nominated to be directors of the Corporation were elected 
with the following number of votes:

          Frank D. Hickingbotham                 21,417,906
          Herren C. Hickingbotham                21,401,679
          William H. Bowen                       21,403,958
          Daniel R. Grant                        21,400,252
          F. Todd Hickingbotham                  21,400,447
          Don O'Neal Kirkpatrick                 21,423,194
          Marvin D. Loyd                         21,404,404
          Hugh H. Pollard                        21,338,205

     The second matter voted upon was a request to amend the
1992 Employee Stock Option Plan of TCBY Enterprises, Inc. 
(the "Plan") which would increase the number of shares 
available under the Plan by 1,000,000 shares.  A total of 
14,125,230 shares voted "for" the amendment and 3,105,876 
voted "against" the amendment.  Abstentions and withheld 
votes constituted the difference between the total shares 
voted and the total shares represented in person or by 
proxy; 4,875,084 broker non-votes were also counted 
against the proposal.

        The  third matter  voted  upon was  a stockholder's
proposal to engage  an  investment  banker.    A  total  of
1,752,875 shares voted "for"  the amendment  and 11,860,892
voted "against" the  amendment.   Abstentions and  withheld
votes constituted the difference between the total shares 
voted and the total shares represented in person or by 
proxy; 8,410,110 broker non-votes were also counted 
against the proposal.

                                   Sequential Page No. 15





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

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

99(a)         Press release, dated April 25, 1997, "TCBY 
              Launches New Sorbet Fizz with National Media"

99(b)         Press release, dated May 1, 1997, "TCBY 
              Introduces New Sorbet Fizz"

99(c)         Press release, dated May 2, 1997, "TCBY Announces 
              New International Development in Europe"

99(d)         Press release, dated May 2, 1997, "TCBY Announces 
              New International Development in Central America"

99(e)         Press release, dated June 11, 1997, "TCBY Reports 
              73% Increase in Net Income for the First Half of 
              1997"

99(f)         Press release, dated June 20, 1997, "TCBY 
              Declares Cash Dividend"
</TABLE>

           b)  The Company did not file any reports on  Form
               8-K during the three periods ended June 1, 1997.
    
                                     Sequential Page No. 16



                             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:  07/11/97                   /s/ Frank D. Hickingbotham
                                  __________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  07/11/97                    /s/ Gene H. Whisenhunt    
                                  __________________________
                                   Gene H. Whisenhunt,
                                   Executive Vice President
                                   Chief Financial Officer


                                     Sequential Page No. 17

                           EXHIBIT 27