UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**FORM 10-K/A

AMENDMENT NO. 1**
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
**For the fiscal year ended December 29, 2002

File No. 0-14968****EATERIES,    INC.
(Exact    name of registrant as specified in its charter)**Oklahoma**73-1230348
(State    or other jurisdiction of incorporation or    organization)
(I.R.S.    Employer Identification No.)**1220    South Santa Fe Avenue    Edmond, Oklahoma**73003
(Address    of principal executive offices)
(Zip    code)**(405)    705-5000
(Registrant’s    telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
**None**
Securities registered pursuant to Section 12(g) of the Act:
**Common Stock, par value, $.002 per share**
Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months, and (2) has been subject to such filing requirements for the past90 days. **Yes X No____**
Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statements incorporatedby reference in Part III of this Form 10-K or any amendments to this Form 10-K. **(X)
Indicate by check mark whether the registrant is an acceleratedfiler (as definted in Rule 12b-2 of the Act). Yes ___ No _X__

The aggregate market value of the voting common stock held bynon-affiliates of the registrant as of June 30, 2002, was $4,852,685. The registrant hasassumed that its directors and officers are the only affiliates, for purposes of thiscalculation. As of June 30, 2002, the registrant had 2,987,417 shares of common stockoutstanding.

**PART III**
**ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) and (b) Identification of directors and officers.

The directors and executive officers of the Company are as follows:
**Name**Age
**Position**
Dr.    Vincent F. Orza
52
Chairman of the Board of Directors, Chief Executive Officer since its    organization in June 1984
James    M. Burke
41
President and Chief Operating Officer, Assistant Secretary and a director    since 1987
Edwards    D. Orza
51
Director since 1984
Thomas    F. Golden (1)(2)
60
Director since 1991
Phillip    Friedman (2)
54
Director from 1986-1991, Advisory Director since 1992
Larry    Kordisch (1)(2)
55Director since    1997
Patricia    L. Orza
49
Secretary and director since 1984
Bradley    L. Grow
46
Vice President, Chief Financial Officer and Assistant Secretary
Laurence    M. Bader
58
Vice President of Franchise Development
(1) Member of the Compensation Committee

(2) Member of the Audit Committee
(c)  Identification of certain  significant employees.

                       Not applicable.

(d)  Family relationships.

                       Ms. Patricia L. Orza is the wife of Dr. Vincent F. Orza, Jr.  Edward D. Orza is thecousin of Dr. Vincent F. Orza, Jr.

(e)  Business experience.

*Dr. Orza* created the Garfield's Restaurant & Pub conceptwith our President and Chief Operating Officer, James M. Burke. Before that time, Dr. Orzawas Senior Vice President of Marketing and Administration at a franchisee of Chi-Chi'sMexican Restaurants. Dr. Orza also operates Advertising and Marketing Associates, anOklahoma City-based, market research and advertising company.

Dr. Orza is a speaker, panelist and organizer of numerous nationalrestaurant conferences and conventions. He serves as a director of the Oklahoma RestaurantAssociation, the Juvenile Diabetes Foundation and the Oklahoma Leukemia Society, Chairmanof the United Cerebral Palsy Telethon of Oklahoma, and was a candidate for Governor of theState of Oklahoma.

Dr. Orza also served as Business and Economics Editor and News Anchorfor KOCO-TV, an ABC news affiliate, where he received numerous national awards forexcellence in business journalism. He was also a tenured professor in Oklahoma's largestschool of business at the University of Central Oklahoma. A contributor and editor ofseveral professional textbooks, journals and other publications, Dr. Orza was awardedseveral fellowships in various marketing disciplines. He holds a Doctor of Educationdegree from the University of Oklahoma and Bachelor of Science in Business and Master ofEducation degrees from Oklahoma City University.

*Mr. Burke* joined the Company in October 1984 as cofounder andGeneral Manager of the first Garfield's Restaurant and Pub. His responsibilities includeoverseeing day to day operations of all three restaurant concepts as well as corporatesupport departments that include human resources, purchasing and product development, realestate, new store development and training. He holds a Bachelor of Arts degree in Businessfrom Oklahoma City University.

*Mr. Orza* has served as Chairman of the Board and President ofBrockway Truck Sales, Inc., a heavy-duty truck parts distributor in New York, sinceAugust 1983. From September 1975 through August 1983, Mr. Orza served asSecretary/Treasurer and a director of TriCounty Crane Carriers, Inc., which engaged in newtruck sales.

*Mr. Golden* has served as a director since 1991. He is anexecutive officer of Midwesco Industries Inc. He is a former shareholder and director ofthe law firm of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C., an Oklahoma lawfirm with offices in Tulsa and Oklahoma City, which Mr. Golden joined in 1967. He servedas outside general counsel for Williams Realty Corp. (1974-1987), a real estate developerof major downtown mixed-use centers, including Tabor Center in Denver, Colorado and RiverCenter in San Antonio, Texas. He holds a Bachelor of Science degree in Economics fromOklahoma State University and a Juris Doctorate from the University of Tulsa. He is amember of the Urban Land Institute and a board member of DTU, Ltd., American Red Cross andMidwesco Industries, Inc.

*Mr. Friedman*served as a director of the Company from 1986 until1991 when he became an advisory director. He served as an advisory director until November1992. Mr. Friedman is the President of McAlister's Corporation, operator and franchisor ofthe McAlister's Deli Restaurant chain. He is also Chairman of the Board for RostiRestaurants and is the President and principal shareholder of P. Friedman &Associates, Inc., a food management and consulting company. From 1984 through 1986, he wasVice President of Finance and Administration for Cini-Little International, Inc.,. Whilewith P. Friedman & Associates, Inc., Mr. Friedman has taken interim executivepositions with certain clients. In 1996, Mr. Friedman was named interim President of PandaManagement Company, Inc., a national chain of restaurants serving Chinese food.

Mr. Friedman graduated from the University of Connecticut withBachelors and Masters degrees and received his MBA from the Wharton School of Business atthe University of Pennsylvania. Mr. Friedman serves as a director of Roadhouse Grill,Inc., Paramark Enterprises, Inc. and Romacorp, Inc. Roadhouse Grill, Inc. and ParamarkEnterprises, Inc. are both publicly-owned corporations.

*Mr. Kordisch* was appointed to fill a vacancy in the Board ofDirectors in April 1997. Mr. Kordisch is a financial consultant. He was the Executive VicePresident - Finance and Chief Financial Officer of Homeland Stores, Inc., a leading retailgrocery store chain based in Oklahoma City, Oklahoma, from February 1995 to May 1998.Homeland filed for reorganization under Chapter 11 of the Federal Bankruptcy laws on May13, 1996, and Homeland’s plan of reorganization was approved and became effective onAugust 2, 1996.

While at Homeland he was responsible for finance, accounting, riskmanagement, and information technology functions. From 1985 to 1995, Mr. Kordisch servedas Executive Vice President - Finance and Administration, Chief Financial Officer andmember of the Board of Directors of Scrivner, Inc., a $6 billion food distributioncompany. Mr. Kordisch holds a Bachelor of Science in Business Administration degree fromthe University of Colorado.

*Ms. Orza* is currently employed on part-time basis at EateriesInc., as a Treasury Assistant. Prior to ceasing active employment in 1982, Ms. Orza workedin management and purchasing positions with several retail stores. Ms. Orza earned aBachelor's degree from the University of Central Oklahoma in 1980. 
*Mr. Grow joined Eateries, Inc. in July 1998. From 1979 through1981, Mr. Grow was with Touche Ross and Company (now Deloitte and Touche) an internationalaccounting firm in their London, England office. In 1982 he was employed by Grant Thorntonand Company, an international accounting firm, and from 1983 to 1984 was the ChiefFinancial Officer of the Harper Companies. From 1985 to July 1998, Mr. Grow was theManaging Partner and Principle Owner of Grow and Company, a CPA firm where he specializedin mergers, acquisitions and business structure work. Mr. Grow is a Certified PublicAccountant and holds a Bachelor of Science degree in Accounting and a Masters of BusinessAdministration degree from the University of Central Oklahoma.

*Mr. Bader* joined Eateries, Inc. in 1999, as Vice President ofFranchise Development. Mr. Bader is responsible for creating a Franchising Department forGarfield's Restaurant and Pub and for developing franchising locations, both domesticallyand internationally. He consults with franchisees on real estate and construction, andmanages a franchise relations team. Mr. Bader brings more than 30 years of experience infranchising, franchise relations, development, and restaurant operations from KentuckyFried Chicken Corp., Marriott, Pizzeria Uno and, most recently, from Applebee'sInternational, where he established and grew the franchise business from 115 restaurantsin 1990 to the 1100 they operate today. He has developed franchisees in 49 of the 50states, Canada, Mexico, the Caribbean and Europe. Mr. Bader holds a Marketing degree fromthe University of Maine. He is a member of the International Council of Shopping Centers,and has represented his companies as a member and presenter at conventions of theInternational Franchise Association.
*(f)  Involvement in certain legal proceedings.

                       Not applicable.

(g)  Promoters and control persons.

                       Not applicable. 

(h)  Compliance with Section 16(a) of the Exchange Act.

Based upon a review of Forms 3, 4 and 5 furnished to the Company with respect to  its most recent fiscal year, the Company has determined that reports required pursuant to  Section 16(a) of the Securities Exchange Act of 1934, as amended, were filed on a  timely basis. 
**ITEM 11. EXECUTIVE COMPENSATION***Summary Compensation Table. The following table summarizes thecompensation paid over the last three completed fiscal years to the Company's CEO and theother executive officers of the Company who received compensation of $100,000 or moreduring the fiscal year ended December 29, 2002:
**Summary Compensation Table****Annual Compensation****Long Term Compensation Awards** 

 

Name and

Principal Position** 

 

 

Year** 

 

 

Salary ($) (1)** 

 

Bonus

($)**Other

Annual

Compen-

sation

($) (1)** 

# of Shares Underlying Stock Options Granted**All

Other

Compen-sation

($) (2)
Vincent F. Orza, Jr. 
2002$325,000
$52,000
$11,000 (3)
70,000 (4)
$24,000Chairman of    the Board
2001  328,450
  25,000
  10,500 (3)
90,000 (4)
  20,145
&    CEO
2000  303,758
          --
     12,000 (3)
20,000    (4)
 14,790
James    M. Burke 
2002$219,077
$36,000
$11,000    (3)
30,000
$11,280
President,    Chief Operating
2001  206,110
     20,000
     10,500 (3)
40,000
  9,790
Officer    and Assistant Secretary
2000  181,110
          --
     12,000 (3)
10,000
  6,805
Bradley    L. Grow 
2002$175,394
$28,000
         $ --
--$ --Vice President, Chief 
2001  175,000
          --
            --
--
   --
Financial    Officer and Assistant Secretary
2000  150,000
          --
            --
--
       --
Laurence    M. Bader 
2002$140,012
$32,400
            $ --
30,000                $--
Vice    President Franchise
2001  140,000
     16,200
            --
--
 --
2000  140,000
     19,800
               --
--
 --
(1) Amounts include cash and    non-cash compensation earned and received by executive officers as well as amounts earned    but deferred at the election of those officers.

(2)   Amounts shown under this column represent the premiums    paid by Eateries, Inc. under split-dollar life insurance plans. Under these plans,    Eateries, Inc. pays the premiums for life insurance issued to the named executive.    Repayment of the premiums is secured by the death benefit or the cash surrender value of    the policy, if any, if the executive cancels and surrenders the policy. 

(3)   Amounts shown represent directors’ fees.

(4)   Amount shown includes stock options granted to Dr.    Orza’s spouse, Patricia L. Orza, a director of Eateries, Inc.
****Options Granted In 2002**
This table shows the options granted to the named executive officers who receivedcompensation of $100,000 or more in 2002.
NameDate of Grant# of Shares Underlying    Options Granted in 2002% of Total Options    Granted to Employees in 2002 (1)Exercise Price (2)    ($share)Expiration Date (Mo/Yr)Potential Realized Value at Assumed Annual Rates of Stock Price Appreciation for    Option Term      5% (3)10% (4)Vincent F.    Orza, Jr.
1/04/02
50,000    
26.3%
$2.30
1/04/07
$31,772
$70,209Vincent F. 
Orza, Jr.    
6/28/02
20,000

(5)
10.5%
$2.91
6/28/07
$16,080
$35,532James M. Burke
1/04/02
20,000
10.5%
$2.30
1/04/07
$12,709
$28,083James M. Burke
6/28/02
10,000
5.3%
$2.91
6/28/07
$    8,040
$17,766Laurence Bader
4/11/02
30,000
15.8%
$3.00
4/11/07
$24,865
$54,946
(1) Includes options granted to non-employee directors.

(2) Exercise price was market price on date of grant.

(3) Assumes 5% annual increase in stock price over term of option.

(4) Assumes 10% annual increase in stock price over term of option.

(5) Includes options granted to Dr. Orza's spouse, Ms. Patricia L. Orza, a  director of Eateries, Inc.
**Aggregated Option Exercises in 2002 and Year-End Option Values**
This table shows options exercised by the named executive officers (whoreceived compensation of $100,000 or more in 2002) and the value of their outstandingoptions measured by the closing price of Eateries, Inc.'s common stock on December 29,2002.

Name
Shares    Acquired    on    Exercise
Value    Realized    (1)
Number    of Shares    Underlying    Unexercised Options    at FY-End (#)    Exercisable/    Unexercisable
Value    of Unexercised    in-the-Money Options    at FY-End ($)    Exercisable/    UnexercisableVincent F. Orza, Jr.    (2)(3)
—
—
390,000/-
$- /    -James M. Burke (2)
—
—
170,000/-
$- /    - Bradley L. Grow
—
—
120,000/30,000
$- /    -Laurence Bader
-
-
30,000/-
$- /    -
                          (1) Market value at exercise date less exercise price.

(2) The options held by Dr. Vincent F. Orza, Jr. and Mr. James M. Burke    include options received for service as directors of Eateries, Inc.

(3) The information shown for Dr. Orza includes the beneficial ownership of    director options for 70,000 shares held by his spouse, Ms. Patricia Orza.
**Omnibus Equity Compensation Plan**
Under the Omnibus Equity Compensation Plan of Eateries, Inc. (the"Omnibus Equity Plan"), the Board of Directors may grant stock options,restricted stock or other derivative securities to our employees and directors. Under theOmnibus Equity Plan, if there is a change in control of Eateries, Inc., all unvested stockoptions will vest and all outstanding stock options or other plan awards will be cashedout unless the Compensation Committee determines otherwise. Under the Omnibus Equity Plan,we may not grant options at an exercise price, which is less than 85% of the fair marketvalue of the common stock on the date of grant.
**Equity Compensation Plan Information**
Plan    category
Number    of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average    exercise price of outstanding options warrants and rights
Number    of securities remaining available for future issuance under equity compensation plans    (excluding securities reflected in column (a))
Equity    compensation plans approved by security holders
975,000
$2.97
309,076
Equity    compensation plans not approved by security holders
-
-
-
Total   **Employment Agreements with the Chief Executive Officer and Certain Other Executive Officers**
We have employment agreements with Dr. Vincent F. Orza, Jr., Mr. JamesM. Burke and Bradley L. Grow dated as of April 1, 2002. The employment agreements with Dr.Orza, Mr. Grow and Mr. Burke provide for three-year terms, which unless terminated,automatically renew for additional one-year terms on each March 31. The current basesalary of each executive under his or her respective employment agreement is as follows:

Vincent F. Orza, Jr.    $325,000

James M. Burke    $220,000

Bradley L. Grow    $175,000

If Dr. Orza, Mr. Grow or Mr. Burke should die during the term of hisemployment agreement, we will pay his estate an amount equal to two years' salary out ofthe proceeds of the key man life insurance policy maintained on the executive's life.

**Stock Put Agreements.** If Dr. Orza or Mr. Burke should die, theexecutive's estate or other legal representative has the right (but not the obligation) tocompel Eateries, Inc. to purchase all or part of the common stock:

                            Owned by or under stock options to the executive; 

Owned by the executive's immediate family members (i.e. spouse or      children); or

Controlled by the executive or his immediate family members through      trusts, partnerships, corporations or other entities on the date of the executive's death.

                       We will pay for any compelled purchase of stock out of (and limited to) the proceeds of    the key man life                      insurance policies we hold on the executive.
** 

Directors’ Compensation**
Directors of the Company are compensated at the rate of $10,000 peryear (paid in quarterly installments) and $500 for each board meeting, committee meetingor travel day. Directors may, but are not required to, receive a grant of stock option. In2002, 60,000 options were granted to directors as directors.
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
This table shows, as of April 27, 2003, all of the persons we know tobe "beneficial owners" (1) of more than five percent of Eateries, Inc. commonstock. This table also shows the beneficial ownership of each director and executiveofficer of Eateries, Inc. (even if he or she owns less than five percent of the commonstock) and of all our directors and executive officers as a group.
 
Name 
Directly    Owned Shares (2) 
Presently    Exercisable Stock Options (3)
Shares Beneficially Owned (4)
Number
PercentVincent F. Orza, Jr.    Patricia L. Orza    2001 Cambridge Way    Edmond, OK 73013390,353390,000780,35323.4%Edward D. Orza    123 Skunk Lane    Wilton, CT 06897448,90070,000518,90017.2%James M. Burke    408 Country Club Terrace
Edmond, Oklahoma 73003232,695170,000402,69512.9%Bradley L. Grow53,000120,000173,0005.6%Philip    Friedman49,33270,000119,3324.0%Thomas F. Golden50,68260,000110,6823.7%Larry Kordisch5,00050,00055,0001.8%Directors and Executive    Officers as a group (9    persons)1,287,421982,5002,271,92157.8%
(1) "Beneficial ownership" is a technical term broadlydefined by the Securities Exchange Commission to mean more than ownership in the usualsense. So, for example, you "beneficially" own Eateries, Inc. common stock notonly if you hold it directly, but also if you indirectly (through a relationship, aposition as a director or trustee, or a contract or understanding) have (or share) thepower to vote the stock, or to sell it, or if you have the right to acquire it within 60days.

(2) This column excludes shares which the shareholder has the right toacquire by exercising stock options.

(3) This column shows the number of shares the shareholder may acquirethough the exercise of presently exercisable stock options or stock options which willbecome exercisable within 60 days of April 27, 2003.

(4) This column includes shares directly owned and shares subject topresently exercisable stock options as described in footnotes (1), (2) and (3) above.
**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
We have a policy that requires that any transactions between Eateries,Inc. and our officers, directors, and affiliates be on terms no less favorable than thosethat we could obtain from unrelated third parties.

We have employed the firm of Advertising & Marketing Associates,which is owned by Dr. Vincent F. Orza, Jr., as our advertising agency. The firm purchasesmost of our electronic, outdoor and print media advertising, and has provided creativematerials and marketing research for us. We paid the firm $454,000 for media costs in2002, from which it retained standard agency discounts. Dr. Orza represents that the 2002discounts were approximately $45,000 net of expenses. The firm does not charge us forcreative or marketing research. We believe that our arrangement with Advertising &Marketing Associates is consistent with our policy on transactions with directors and inthe best interest of Eateries, Inc.

We lease our corporate offices in Edmond, Oklahoma from Great Places,L.L.C., This entity was owned by family trusts for Dr. Orza and by Messrs. Grow and Burke,individually. In 2002,Mr. Grow and Burke sold their interest back to Great Places, LLC.Our lease with Great Places commenced in June 1999, and we paid a total of $117,181 inrent to Great Places in 2002. The lease requires us to pay monthly rental to Great Placesof $10,383, and remains in effect until June 2014.

The Shawnee Oklahoma Garfield's Restaurant is leased from Great Placesof Shawnee, L.L.C., an entity owned by Dr. Orza and Messrs. Burke and Grow.  Ourlease with Great Places of Shawnee commenced in October 1999, and we paid a total of$108,000 in rent in 2002. The lease requires us to pay monthly rental to Great Places ofShawnee of $9,000, and remains in effect until October 2014.

Mr. Thomas Golden, a member of our Audit and Compensation Committees,is a retired shareholder and director of Hall, Estill, Hardwick, Gable, Golden &Nelson, P.C. (an Oklahoma law firm with offices in Tulsa and Oklahoma City), the primaryoutside law firm of Eateries, Inc. We incurred legal fees of $166,635 with the law firm in2002.
**ITEM 14. CONTROLS AND PROCEDURES

Within 90 days prior to the date of thisreport, an evaluation was carried out under the supervision and with the participation ofthe Company’s management, including it’s Chief Executive Officer and ChiefFinancial Officer, of the effectiveness of the design and operation of the Company’sdisclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon thatevaluation, the Chief Executive Officer and Chief Financial Officer concluded that theCompany’s disclosure controls and procedures are effective in timely alerting them tomaterial information relating to the Company (including it’s consolidatedsubsidiaries) required to be included in the Company’s periodic Securities andExchange Commission filings. There were no significant changes in our internal controls orin other factors that could significantly effect these controls subsequent to the date oftheir evaluation.**SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

                                                                                                                           REGISTRANT:

                                                                                                                           EATERIES, INC.

Date: April 28 , 2003                                                                                    By: /s/Vincent F. Orza, Jr. 
                                                                                                                                   Vincent F. Orza, Jr.

                                                                                                                                   Chief Executive Officer

Date: April 28, 2003                                                                                     By:   /s/Bradley L. Grow 
                                                                                                                                   Bradley L. Grow

                                                                                                                                   Vice President

                                                                                                                                   Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

Date: April 28, 2003                                                                                    By: /s/Vincent F. Orza, Jr. 

                                                                                                                                    Vincent F. Orza, Jr.

                                                                                                                                   Chairman of the Board

                                                                                                                                   and Director

Date: April 28, 2003                                                                                   By: /s/James M. Burke 

                                                                                                                                   James M. Burke

                                                                                                                                   Assistant Secretary and Director

Date: April 28, 2003                                                                                   By: /s/Edward D. Orza 
                                                                                                                                   Edward D. Orza,

                                                                                                                                   Director

Date: April 28, 2003                                                                                  By: /s/Patricia L. Orza 

                                                                                                                                   Patricia L. Orza,

                                                                                                                                   Secretary and Director

Date: April 28, 2003                                                                                 By: /s/Thomas F. Golden 
                                                                                                                                   Thomas F. Golden,

                                                                                                                                   Director

Date: April 28, 2003                                                                                By: /s/Philip Friedman 

                                                                                                                                   Philip Friedman,

                                                                                                                                   Director

Date: April 28, 2003                                                                               By: /s/Larry Kordisch 
                                                                                                                                   Larry Kordisch,

                                                                                                                                   Director

EXHIBIT 99.0

CERTIFICATIONS

 

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Vincent F. Orza, certify that:

1. I have reviewed this annual report on Form 10-K as amended of Eateries, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this annualreport is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls andprocedures as of a date within 90 days prior to the filing date of this annual report (the"Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on ourmost recent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors:

a) all significant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors any materialweaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annualreport whether there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Date: April 28, 2003              By: /s/VINCENT F. ORZA, JR. 
                                          Vincent F. Orza, Jr. 

                                          Chief Executive Officer

CHIEF FINANCIAL OFFICER CERTIFICATION

 

I, Bradley L. Grow, certify that:

1. I have reviewed this annual report on Form 10-K as amended of Eateries, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this annualreport is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls andprocedures as of a date within 90 days prior to the filing date of this annual report (the"Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on ourmost recent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors:

a) all significant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors any materialweaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annualreport whether there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Date: April 28, 2003 By: /s/ BRADLEY L. GROW 
                                              Bradley L. Grow 

                                              Chief Financial Officer

OFFICER CERTIFICATIONS

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, theundersigned, being the duly elected and appointed chief executive officer and chieffinancial officer of Eateries, Inc., an Oklahoma corporation (the "Company"),hereby certify that to the best of their knowledge and belief:

1. The Company’s annual report on Form 10-K as amended for the        year ended December 29, 2002 fully complies with the requirements of section 13(a) or        15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d); and

2. That information contained in such periodic report fairly presents,        in all material respect, the financial condition and results of operations of the Company.

Date: April 28, 2003 By: /s/ VINCENT F. ORZA, JR. 
                                                                                                            Vincent F. Orza, Jr. 

                                                                                                            Chief Executive Officer

 

Date: April 28, 2003 By: /s/ BRADLEY L. GROW 
                                                                                                             Bradley L. Grow 

                                                                                                              Chief Financial Officer

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