FORM 10-KSB/A

                            Amendment No.1 

               U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

(Mark one)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934

      For the fiscal year ended: November 30, 1997

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934

      For the transition period from ______ to ______

      Commission file number: 0-27068


                        BAB Holdings, Inc.
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          (Name of small business issuer in its charter)
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        Illinois                                36-3857339
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  	(State or other jurisdiction                (IRS Employer
  of incorporation or	organiztion)          Indentification No.)   


8501 West Higgins Road, Suite 320, Chicago, Illinois   	60631
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(Address of principal executive offices)             (Zip Code)

Issuer's telephone number:  (773) 380-6100


Securities registered under Section 12(g) of the Exchange Act: 

     Common Stock, no par value

Check whether the issuer: (1) filed all reports required to be 
filed by Section 13 or 15(d) of the Exchange Act during the past 
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. 

[X] Yes       [ ] No 

Check if there is no disclosure of delinquent filers in response 
to Item 405 of Regulation S-B is not contained in this form, and 
no disclosure will be contained, to the best of registrant's 
knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB. [X] 

State issuer's revenues for its most recent fiscal year:  

$14,166,443

State the aggregate market value of the voting stock held by 
nonaffiliates computed by reference to the price at which the 
stock was sold, or the average bid and asked prices of such 
stock, as of a specified date within the past 60 days: $4,073,994 
based on 5,321,135 shares held by nonaffiliates as of February 
17, 1998, and the average of the closing bid ($0.71875) and asked 
($.8125) prices for said shares in the NASDAQ Small-Cap Market as 
of such date. 

State the number of shares outstanding of each of the issuer's 
classes of common equity, as of the latest practicable date: 
7,744,302 shares of Common Stock, as of February 17, 1998. 


This Form 10-KSB/A is a first amendment to Form 10-KSB filed on March 2, 1998 
for the fiscal year ending November 30, 1997 and consists solely of the 
substitution of the Financial Data Schedule to reflect the adoption of  
Statement of Financial Accounting Standards No. 128, Earnings Per Share (FAS 
128), which was adopted by the Company during the three months ended February 
28, 1998.    As FAS 128 requires retroactive restatement, Financial Data 
Schedules previously submitted for the fiscal years ended 1997 and 1996,
including each interim period, affected by this change in accounting principle 
have been restated and filed herewith pursuant to Regulation S-B Item 
601(c)(2)(iii).   Exhibit 27.1 as filed herewith replaces said exhibit which
was filed on March 2, 1998.
 

                     									
                        	SIGNATURES

In accordance with Section 13 of the Exchange Act, the Registrant 
has duly caused this report on Form 10-KSB to be signed on its 
behalf by the undersigned, thereunto duly authorized. 

BAB HOLDINGS, INC.

Dated:	April 29, 1998	             By /s/ MICHAEL W. EVANS
                                   --------------------------
                                   Michael W. Evans, Chief Executive 
                                   Officer and President (Principal
                                   Executive Officer)


Pursuant to the requirements of the Securities Exchange 
Act of 1934, this report Form 10-KSB has been signed below by the 
following persons on behalf of the company and in the capacities 
and on the dates indicated. 


/s/ MICHAEL W. EVANS                               April 29, 1998
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Michael W. Evans, Chief Executive Officer,
President and Director (Principal Executive
Officer)



/s/ MICHAEL K. MURTAUGH                            April 29, 1998
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Michael K. Murtaugh, Director and Vice
President/General Counsel


/s/ TOM J. FLETCHER                                April 29, 1998
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Tom J. Fletcher, Chief Operating Officer
(Principal Operating Officer and Principal
Financial and Accounting Officer)


/s/ DAVID L. EPSTEIN                               April 29, 1998
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David L. Epstein, Director



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Cynthia A. Vahlkamp, Director


/s/ ROBERT B. NAGEL                                 April 29, 1998
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Robert B. Nagel, Director