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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        
                                  FORM 10-Q/A
                                Amendment No. 1
                  (To include disclosure on Year 2000 issues)
                                        
                                        
(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended September 27, 1998

                                       OR

[_]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934


                        Commission File Number:  0-21587
                                        
                                PJ AMERICA, INC.
             (Exact name of registrant as specified in its charter)
                                        
                                        
          Delaware                                            61-1308435
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)


                              2300 Resource Drive
                           Birmingham, Alabama 35242
                    (Address of principal executive offices)
                                        

                                 (205) 981-2800
              (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 or 15(d) 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 ___
                     --                      

     At October 19, 1998, there were 5,737,185 shares of the registrant's common
stock, par value $.01 per share.


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

Impact of Year 2000

Some of the Company's older purchased software programs were written using two
digits rather than four to define the applicable year.  As a result, time-
sensitive software or hardware recognizes a date using "00" as the year 1900
rather than the year 2000.  This could cause a system failure or miscalculations
resulting in disruptions of important administrative processes, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

The Company completed an assessment of its computer systems and will have to
modify or replace certain software and hardware so that they will function
properly in the year 2000 and thereafter.  Based on the Company's assessment or
representations from software suppliers, or both, the Company believes the total
Year 2000 project cost will be less than $25,000, and costs incurred to date
have been less than $5,000.  Much of the cost related to Year 2000 coincides
with existing management plans to replace certain systems (principally the
financial accounting system) in order to accommodate the Company's planned
growth.  The Company expects the new accounting system to be implemented by June
1999.  The timing of implementation was not materially affected by Year 2000
concerns.

The Company believes that with the planned modifications to existing software
and/or conversions to new software and hardware as described above, the Year
2000 issue will not pose significant operational problems.  However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 issue could have a material impact on certain administrative processes
but would not be expected to have a material impact on restaurant operating
processes.

The Company's payroll system interfaces directly with a significant third party
vendor.  The Company has completed the testing and implementation of the
software utilized to interface directly with this third party  vendor.  The
Company is in the process of querying its significant vendors with respect to
Year 2000 issues.  Based on the responses received from vendors, the Company is
not aware of any vendors with a Year 2000 issue that would materially impact
results of operations, liquidity, or capital resources.  However, the Company
has no means of ensuring that vendors will be Year 2000 ready.  The inability of
vendors to complete their Year 2000 resolution process in a timely fashion could
materially impact the Company, although the actual impact of non-compliance by
vendors is not determinable.

The Company has no contingency plans in place in the event it does not complete
all phases of the Year 2000 program.  The Company plans to evaluate the status
of completion in June 1999 to determine whether such contingency plans are
necessary, although at this time the Company knows of no reason its Year 2000
program will not be completed in a timely manner.
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                                   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.



                                         PJ AMERICA, INC.




Date:  January 21, 1999                        /s/  D. Ross Davison
                                    --------------------------------------------
                                                  D. Ross Davison
                                      Vice President, Chief Financial Officer
                                    and Treasurer (Principal Financial  Officer)