UNITED STATES
                     SECURITIES & EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 FORM 10-K
                                     
(Mark One)
[  X  ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 1995

                                    OR
                                     
[     ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
                                     
For the transition period from

Commission file number 0-12343

                                     VICORP Restaurants, Inc.
                    (Exact name of registrant as specified in its charter)

              COLORADO                             84-0511072
   (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)              Identification No.)


              400 West 48th Avenue, Denver, Colorado     80216
            (Address of principal executive offices)   (Zip Code)
                                     
    Registrant's telephone number, including area code: (303) 296-2121
     Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act:
                                     
                            Title of each class
                                     
                               Common Stock
                         $.05 par value per share

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 [  ]

Indicate by check mark if disclosure of delinquent filer pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of 7,675,407 shares of the registrant's common
stock held by non-affiliates on January 10, 1996 was approximately
$74,835,000.

At January 10, 1996, there were 9,049,026 shares of the Company's Common
Stock $.05 par value outstanding.

              DOCUMENTS INCORPORATED BY REFERENCE

The Notice of Annual Meeting of Shareholders and Proxy Statement pertaining
to the 1996 Annual Meeting of Shareholders ("the Proxy Statement") are
incorporated herein by reference into Parts I and III.


                             PART I

ITEM 1. BUSINESS.

VICORP Restaurants, Inc., the registrant, together with its subsidiary, is
referred to herein as "VICORP" or the "Company".  The Company was
incorporated in 1959 and is headquartered in Denver, Colorado.

VICORP operates family style restaurants under the names "Bakers Square",
"Village Inn" and "Angel's Diner and Bakery" and franchises restaurants
under the Village Inn name.  At October 31, 1995, VICORP operated 264
restaurants in 14 states, of which, 160 were Bakers Squares, 99 were
Village Inns and five were Angel's.  On that date, there were 106
franchised Village Inn restaurants in 20 states.  The Company has a pie
manufacturing division supporting its restaurants, which operates under the
name VICOM.  VICOM has five production facilities.

Company Operations

During fiscal 1995, the Company closed 46 restaurants.  The closures 
resulted from a plan adopted in 1994 to close and dispose of restaurants with
both declining sales and operating cash flows which are located in areas no
longer considered appropriate for the Company's existing concepts.  Four
additional restaurants are expected to be closed in fiscal 1996 which were
operating at October 31, 1995.  Also in 1995, the Company discontinued
internal warehousing and distribution of grocery products for its
restaurants and closed its bakery facility in Phoenix, Arizona.  The
Company began utilizing an independent distribution company in order to
focus on its core business of producing pies within its VICOM division.

The Company did not open any new restaurants in fiscal 1995, although it
acquired two Village Inn restaurants from franchisees.  While the Company
plans to resume growth of Company-operated restaurants, none are
anticipated in fiscal 1996 as the Company's principal focus in the near-
term is on improving existing operations.

All of the Company's restaurant concepts serve breakfast, lunch and dinner
with a guest check average between $4 and $7.  Village Inn is primarily
known for its breakfast foods while Bakers Square emphasizes lunch and
dinner and features fresh baked pies as signature items, for internal
consumption or for carryout.  The Angel's restaurants exhibit a diner motif
and feature cakes as signature items.  During 1995, the Bakers Square
division lowered its prices by approximately 10% in order to provide better
value and ultimately attract more customers.

Each Company-operated restaurant offers a relatively standard core menu.
The standard menus are supplemented with daily and monthly specials.  Daily
specials are chosen at the discretion of the restaurant managers to provide
specific locality appeal.

Store management typically consists of a general manager and two
associate/assistant managers.  This management team has primary
responsibility for the efficient and profitable operation of their
restaurant and are provided incentives to do so.  Additionally, the Company
employs area directors, who work closely with the restaurant general
managers in helping them meet the Company's objectives.  Each area director
reports to a Vice President of Operations.

The Company believes the principal measure of success for its restaurants
is the ability to provide each customer with a satisfying experience.
Hiring and retaining the right people, making certain that employees are
adequately trained to do their jobs, clearly communicating the specific
results expected from each employee and providing relevant feedback of
performance are central factors in ensuring customer satisfaction.
Training programs are designed to meet these objectives and focus on
outcome-based training, emphasizing the acquisition of basic skills and
behavior that result in desired performance for specific positions.

Cost effective procurement of quality products is also critical to
providing a satisfying customer experience. The Company makes centralized
purchasing decisions for basic menu ingredients to gain favorable prices
and ensure uniform quality specifications.  Management does not anticipate
any difficulty in obtaining food products of adequate quantity or quality
at acceptable prices.

The Company utilizes advertising where market penetration allows.
Expenditures for advertising were 3.0% of Company-operated restaurant sales
in fiscal 1995.  During 1995, advertising included support of holiday pie
sales, select menu items and lower prices in Bakers Square.

All of the Company-operated restaurants utilize point-of-sale computer
systems.  These systems capture and record sales and payroll data which are
transmitted daily to the Company's corporate office.  These systems are
supplemented with personal computer back office systems that provide
analytical and reporting tools for restaurant managers.

Franchise Operations

The Village Inn restaurants franchised under the Company's current
franchise program generally operate for an initial term of 20 years and
require payments to the Company of an initial franchise fee of $30,000, a
continuing royalty fee of four percent of the franchisee's revenues and a
marketing fee of four-tenths of one percent of such revenues.  In addition,
franchisees are required to spend an amount equal to 1.6 percent of gross
sales on local advertising and promotional activities.  In support of its
franchising activities, the Company employs field consultants who visit the
franchise restaurants regularly to ensure that the franchisees maintain
compliance with certain standards of operations and make recommendations
for improvements.  A Franchise Advisory Board, consisting of seven
franchisees who are elected by their peers every two years, meets regularly
with Company personnel to discuss facets of operations that affect the
Company's franchise community.

During fiscal 1995, five new franchise restaurants were opened and one
restaurant which previously was operated by the Company was franchised.
Also in that year, five franchise restaurants were closed and two franchise
locations were purchased by the Company.  The net number of Village Inn
franchise restaurants in operation over the last five years has not changed
significantly.  However, as franchising provides a profitable revenue
stream and at the same time leverages the strength of the Village Inn brand
into new markets, the Company continues to pursue franchising opportunities
with qualified applicants.  Approximately seven new franchise units are
expected to open in fiscal 1996.

Trademarks and Service Marks

The Company has acquired the right to use the marks which it considers
important to its business through various federal and state registrations.
VICORP has no reason to believe that there are any conflicting rights that
might materially impair the use of the Company's marks.

Working Capital Items

The Company is not required to maintain significant levels of working
capital because its revenues are primarily derived from cash sales while
restaurant inventories are purchased on credit and rapidly converted to
cash.

Competition

The restaurant industry is highly competitive and is often affected by
changes in taste and eating habits of the public, by local and national
economic conditions affecting spending habits, and by population and
traffic patterns.  The Company competes directly or indirectly with all
types of restaurants, from national and regional chains to local
establishments.  Some of its competitors are corporations much larger than
the Company, having at their disposal greater capital resources and greater
ability to withstand adverse business trends.

Research and Development

No material amount was spent on Company sponsored research and development
activities during the last fiscal year.  Additionally, no material amounts
were spent by the Company on customer sponsored research activities
relating to the development of new products, services or techniques or the
improvement of existing products, services or techniques.

Regulation

The Company is subject to various federal, state and local laws affecting
its business.  Restaurants generally are required to comply with a variety
of regulatory provisions relating to zoning of restaurant sites,
sanitation, health and safety.  With respect to the restaurants operated by
the Company which serve alcoholic beverages, VICORP is governed by the laws
regulating the sale of liquor, wine and beer.

The Company is subject to a substantial number of state laws regulating
franchise operations and sales.  Those laws impose registration and
disclosure requirements on franchisors in the offer and sale of franchises
and, in certain cases, also apply substantive standards to the relationship
between franchisor and franchisee.  The Company also must adhere to the
Federal Trade Commission regulations governing disclosure requirements in
the sale of franchises.

Various federal and state labor laws govern the Company's relationship with
its employees, including such matters as minimum wage requirements,
overtime, and other working conditions.  Environmental requirements have
not had a material effect on the operations of the Company or those of its
franchisees.

Employees

At October 31, 1995, the Company employed approximately 13,500 persons.

Executive Officers of the Company

The following sets forth certain data concerning the executive officers of
the Company, all of whom are appointed on an annual basis.  There is no
family relationship between any of the executive officers.
<TABLE>
<CAPTION>

     Name                    Age       Position
    ------                  -----      --------
<S>                           <C>      <C>
Charles R. Frederickson       57       Chairman of the Board and Co-Chief Executive Officer
J. Michael Jenkins            49       Director, President and Co-Chief Executive Officer
Nicholas S. Galanos           45       President/Angel's and Executive Vice President/Development
Robert E. Kaltenbach          50       President/Village Inn
James R. Burke                47       Executive Vice President/Bakers Square

</TABLE>

Charles R. Frederickson has been a director of the Company since 1968, and
Chairman of the Board since November 1986.

J. Michael Jenkins was appointed President in August 1994.  From February
1992 until his appointment with the Company, he served as Chief Executive
Officer and Chairman of the Board for El Chico Restaurants, Inc.  Mr.
Jenkins served as President and Chief Executive Officer of Metromedia
Steakhouses, Inc. from May 1989 to February 1992.

Nicholas S. Galanos was appointed President/Angel's in February 1995.  In
October 1995, he assumed the additional duties of Executive Vice
President/Development.  From September 1993 until February 1995, he served
as Chief Executive Officer/Chief Operating Officer for Champps
Entertainment, Inc.  Mr. Galanos served as Chief Operating
Officer/Executive Vice President of T.G.I. Friday's Hospitality Worldwide,
Inc. from October 1991 to September 1993 and served as Senior Vice
President Operations for T.G.I. Friday's, Inc. from June 1989 to October
1991.

Robert E. Kaltenbach was appointed President/Village Inn in December 1994
after serving as Vice President/Franchise Operations since July 1988.

James R. Burke was appointed Executive Vice President/Bakers Square in May
1995.  From November 1992 to April 1995, he served as Vice President
Operations/Village Inn.  For approximately six years prior to that time,
Mr. Burke served as Vice President of Operations for Sea Galley Restaurants.



ITEM 2. PROPERTIES.

The following table provides information as of October 31, 1995, concerning
the land and buildings at restaurant locations owned, leased or held for
disposal by the Company.
<TABLE>
<CAPTION>
                                  Village  Bakers
                                    Inn    Square  Angel's  Other  Total
                                  -------  ------  -------  -----  -----
<S>                                  <C>     <C>      <C>     <C>    <C>
Company-operated restaurants:
 Properties owned in fee              7       55       1      --      63
 Buildings owned on leased land       5        9      --      --      14
 Leased locations                    86       93       4      --     183
                                  -------  ------  -------  -----  -----
                                     98      157       5      --     260
                                  =======  ======  =======  =====  =====
Properties leased to others:
 Properties owned in fee              2       --      --       4       6
 Buildings owned on leased land      --       --      --       1       1
 Leased locations                    25       --      --      26      51
                                  -------  ------  -------  -----  -----
                                     27       --      --      31      58
                                  =======  ======  =======  =====  =====
Properties held for disposal:
 Properties owned in fee             --       --      --       6       6
 Buildings owned on leased land      --        1      --      --       1
 Leased locations                     1        2      --      27      30
                                  -------  ------  -------  -----  -----
                                      1        3      --      33      37
                                  =======  ======  =======  =====  =====
</TABLE>

The restaurants operated by the Company are located primarily in Arizona,
California, Florida, the Rocky Mountain region, and the upper Midwest.  The
Company considers its existing operating restaurant properties and
equipment to be in good condition.  For additional information concerning
the Company's leases see Note 4 of Notes to Consolidated Financial
Statements which is included in Item 8 of Part II.

The Company intends to lease, sublease or sell the 33 properties which are
currently idle.  Additionally, over the next fiscal year, the Company plans
to close and dispose of another four properties which were operating at
October 31, 1995.

The Company owns its corporate office complex in Denver, Colorado.  It
also owns the land and buildings comprising its bakery facilities in Oak
Forest, Illinois and Denver, Colorado.  It leases the land and buildings
which comprise its bakery facilities in Santa Fe Springs, California,
Orlando, Florida, and Mounds View, Minnesota.

ITEM 3. LEGAL PROCEEDINGS.

VICORP is a party to various judicial and administrative proceedings, all
of which have arisen in the ordinary course of business.  None of the
proceedings are deemed to be material in light of the amounts involved.

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

There were no matters submitted to the Company's security holders during
the 12 week period ended October 31, 1995.

                            PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

The Company's common stock is traded in the over-the-counter market and is
quoted on the National Association of Securities Dealers (NASDAQ) National
Market System under the symbol "VRES".  As of January 10, 1996, the
Company had 539 shareholders of record.  The following table sets forth
for the periods indicated the high and low closing sales quotations per
share of common stock as reported by NASDAQ:

                                         Fiscal Quarter
                         -----------------------------------------------
                           First      Second    Third         Fourth
                         -----------------------------------------------
1995
High                     $ 18        $ 16 1/2  $ 15 3/4     $ 14 3/4
Low                        15 1/2      14        13 1/2       10 1/2

1994
High                     $ 21 1/2    $ 21      $ 15 1/2     $ 17 1/4
Low                        17 3/4      15 1/4    14           14 3/8

The range of high and low closing sales quotations contained in the
foregoing table reflects inter-dealer prices, without retail mark-up, mark-
down or commissions, and may not represent actual transactions.

The Company has not paid cash dividends on its common stock since 1986.
Future common stock dividend payments will be dependent upon operating
results, loan agreement restrictions and other financial and business
considerations.

ITEM 6. SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
(dollars in thousands, except per share data)      1995       1994       1993       1992       1991
                                                -----------------------------------------------------
<S>                                             <C>        <C>        <C>        <C>        <C>
RESULTS OF OPERATIONS
System-wide sales including franchise sales     $ 496,300  $ 529,982  $ 542,986  $ 527,817  $ 524,231
Restaurant sales                                  370,116    409,297    425,139    414,324    417,808
Total revenues                                    373,838    412,644    428,505    417,518    421,232
Income (loss) before extraordinary item            (4,532)    (6,638)    16,524     15,522      7,182
Net income (loss)                                  (4,532)    (6,638)    16,524     14,940      6,375
                                                -----------------------------------------------------
OPERATING ANALYSIS
Restaurant operating profit analysis as a
 percentage of restaurant sales
  Costs and expenses
   Food                                              33.5%      30.1%      29.8%      30.9%      32.7%
   Labor                                             33.7%      30.2%      28.5%      27.8%      27.8%
   Other operating                                   28.3%      28.2%      27.5%      27.2%      26.4%
  Restaurant operating profit                         4.4%      11.4%      14.2%      14.1%      13.1%
General and administrative expense
 as a percentage of revenues                          7.0%       8.7%       7.8%       7.5%       7.0%
Interest expense as a percentage of revenues          1.0%        .9%        .9%       1.3%       1.9%
Income before income taxes and extraordinary
 and unusual items as a percentage of revenues       (2.4%)      2.5%       6.3%       6.1%       4.9%
Effective income tax rate                            50.0%      37.5%      36.2%      39.5%      40.4%
                                                -----------------------------------------------------
BALANCE SHEET DATA
Total assets                                    $ 228,161  $ 249,023  $ 254,031  $ 241,958  $ 234,251
Long-term debt and capitalized lease obligations   42,179     42,554     40,008     43,736     53,259
Common shareholders' equity                       123,098    134,866    148,318    135,445    119,932
Debt to total capitalization                         25.5%      24.0%      21.2%      24.4%      30.8%
                                                -----------------------------------------------------
CASH FLOW DATA
Net income (loss)                               $  (4,532) $  (6,638) $  16,524  $  14,940  $   6,375
Depreciation and amortization                      22,565     26,133     23,381     20,242     17,758
Deferred income tax provision                      (4,825)    (5,414)     5,932      8,145      2,911
Write-offs, extraordinary item, and other             446     24,113      4,397      2,645     12,405
                                                -----------------------------------------------------
 Subtotal                                          13,654     38,194     50,234     45,972     39,449
Change in current assets and liabilities           (6,345)    (4,100)       636      8,196     (1,570)
                                                -----------------------------------------------------
Cash provided by operations                         7,309     34,094     50,870     54,168     37,879
 As a percentage of revenues                          2.0%       8.3%      11.9%      13.0%       9.0%
Investment in property and equipment               13,234     28,733     42,426     41,509     36,339
                                                -----------------------------------------------------
PER COMMON SHARE
Earnings (loss) before extraordinary item       $    (.49) $    (.69) $    1.60  $    1.48  $     .70
Earnings (loss)                                      (.49)      (.69)      1.60       1.42        .62
Book value                                          13.61      14.18      14.96      13.58      11.99
Market price at year-end                               11     16 3/4     20 3/4     22 1/4     21 1/8
Weighted average common and dilutive
 common equivalent shares (000's omitted)           9,246      9,656     10,301     10,519     10,304
                                                -----------------------------------------------------
NUMBER OF RESTAURANTS AT YEAR-END
Bakers Square                                         160        189        187        181        179
Company-operated Village Inn                           99        112        126        122        122
Franchised Village Inn                                106        107        104        105        106
Angel's                                                 5          6         --         --         --
                                                -----------------------------------------------------
Total                                                 370        414        417        408        407
                                                -----------------------------------------------------
</TABLE>

 .    An asset disposal and restructuring charge of $23,000,000 and income
     of $1,918,000 from settlement of litigation were included in results of
     operations for 1994.
 .    Fiscal 1993 consisted of 53 weeks while the remainder of the fiscal
     years presented consisted of 52 weeks.  A restructuring charge of
     $1,300,000 was included in results of operations for 1993.
 .    Pretax extraordinary debt extinguishment costs of $963,000 were
     included in results of operations for 1992.
 .    A receivable write-off of $8,683,000 and pretax extraordinary debt
     extinguishment costs of $1,354,000 were included in results of operations
     for 1991.
 .    The Company has not paid dividends on its common stock during the last
     five years.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

The following analysis should be read in conjunction with the Selected
Financial Data (Item 6 of Part II) and the Consolidated Financial
Statements (Item 8 of Part II).

RESULTS OF OPERATIONS

The following table sets forth selected operating statistics for the last
three fiscal years.  All average sales are presented on a 52 week basis.

                                         1995           1994           1993
                                    -------------  -------------  -------------
Bakers Square
 Restaurant sales                   $ 226,996,000  $ 260,110,000  $ 274,479,000
 Average sales per restaurant           1,282,000      1,364,000      1,475,000
 Restaurant operating profit (loss)        (9,000)    28,802,000     39,436,000
 Restaurant operating profit %                0.0%          11.1%          14.4%
 Divisional administrative costs        5,902,000      7,425,000      7,646,000
 Divisional operating profit (loss)    (5,911,000)    21,377,000     31,790,000
 Restaurants at year-end                      160            189            187
                                    -------------------------------------------
Village Inn
 Restaurant sales                   $ 132,349,000  $ 145,410,000  $ 150,660,000
 Average sales per restaurant           1,251,000      1,192,000      1,182,000
 Restaurant operating profit           17,930,000     17,894,000     20,988,000
 Restaurant operating profit %               13.5%          12.3%          13.9%
 Franchise income                       3,722,000      3,347,000      3,366,000
 Divisional administrative costs        3,284,000      4,854,000      5,639,000
 Divisional operating profit           18,368,000     16,387,000     18,715,000
 Restaurants at year-end                       99            112            126
                                    -------------------------------------------
Angel's
 Restaurant sales                   $  10,771,000  $   3,777,000             --
 Average sales per restaurant           1,539,000      2,122,000             --
 Restaurant operating profit (loss)    (1,488,000)        12,000             --
 Restaurant operating profit %              (13.8%)           .3%            --
 Divisional administrative costs          956,000        796,000             --
 Divisional operating profit (loss)    (2,444,000)      (784,000)            --
 Restaurants at year-end                        5              6             --
                                    -------------------------------------------
Consolidated
 Restaurant sales                   $ 370,116,000  $ 409,297,000  $ 425,139,000 
 Food cost %                                 33.5%          30.1%          29.8%
 Labor cost %                                33.7%          30.2%          28.5%
 Other operating cost %                      28.3%          28.2%          27.5%
 Restaurant operating profit %                4.4%          11.4%          14.2%

 Restaurant operating profit           16,433,000     46,708,000     60,424,000
 Franchise income                       3,722,000      3,347,000      3,366,000
 Divisional general and
    administrative costs               10,142,000     13,075,000     13,285,000
                                    --------------------------------------------
 Divisional operating profit           10,013,000     36,980,000     50,505,000
                                    --------------------------------------------
 Unallocated general and 
    administrative costs               16,119,000     22,677,000     19,706,000
                                    --------------------------------------------
 Operating profit (loss) (1)           (6,106,000)    14,303,000     30,799,000
                                    ============================================

(1) Before asset disposal and restructuring charges of $23 million and $1.3
    million in 1994 and 1993, respectively.

Restaurant sales decreased 9.6% in 1995 versus 1994.  The Company operated
approximately 25 fewer restaurants in 1995 compared to 1994 due to
restaurant closures and dispositions.  A comparable same store sales
decline of 5.9% also contributed to the overall decrease in sales.  The
Bakers Square division registered the majority of the decrease which was
affected by a menu price reduction of approximately 10% put into place in
the middle of 1995.  This action of reducing prices was taken to reverse a
four-year decline in customer counts in that division.  Compared to the
prior year, same store customer counts for Bakers Square decreased 8.7% in
1995 prior to the price reduction, but only decreased 1.4% thereafter.

Restaurant sales decreased 3.7% in 1994 compared to 1993, despite the
addition of six new restaurants in 1994 and full year inclusion of eleven
restaurants opened in 1993.  Contributing to the sales decrease was an
extra week of operations in 1993.  However, the principal reason for the
decline was a decrease in comparable same store restaurant sales of 5.7%
resulting primarily from lower customer counts.  The customer count
decreases were most predominant in the Company's Bakers Square concept.
These declines were the result of various operational, demographic and
competitive issues and led to substantial organizational changes during
1994.  The disruptive effects of these changes further contributed to the
sales declines in 1994.  Menu price changes had no appreciable effect on
sales in 1994.

Restaurant operating profit decreased 65% in 1995 versus 1994.  Bakers
Square's restaurant operating profit decreased significantly due to the
menu price reductions, lower comparable sales in relationship to fixed
costs, and investments in food, labor and certain other restaurant related
items in order to improve customer counts.  Village Inn's restaurant
operating results were essentially unchanged from the prior year, but
improved as a percentage of sales.  The closure of unprofitable restaurants
and reduced advertising and insurance costs were largely offset by higher
labor costs from increased staffing.  Angel's, the Company's experimental
concept, recorded a restaurant operating loss in 1995 due to preopening
costs and a higher than expected cost structure.  The decision on whether
Angel's is a viable concept for expansion will be made in 1996.

Restaurant operating profit decreased 23% in 1994 compared to 1993.  The
inability to correspondingly decrease the fixed portion of labor costs and
other fixed costs in relationship to declines in comparable restaurant
sales was principally responsible for this decline.  Partially offsetting
this decline were incremental profits from operating new units, reduced
insurance expense and lower marketing costs for Bakers Square.

General and administrative expense decreased in 1995 compared to 1994 as
the result of administrative office consolidations, staff reductions,
reduced incentive and legal expenses and a $1,000,000 sign-up bonus for the
Company's President paid in 1994.  General and administrative expense
increased in 1994 compared with 1993 due primarily to the sign-up bonus,
litigation costs and lower capitalization of overhead as a result of a
slowdown in construction activity.

Other income/expense in 1994 included $1,918,000 of income related to
settlement of litigation against certain of the Company's insurance
carriers.

In 1994, the Company recorded a $23,000,000 charge related primarily to a
plan to close and dispose of underperforming restaurants and discontinue a
portion of the Company's manufacturing and distribution activities.  Also,
included were charges to impair the carrying values on four properties and
to accrue for administrative restructuring costs.  As of October 31, 1995,
46 of the 50 restaurants scheduled for disposition had been closed.  The
remaining four locations are expected to close in fiscal 1996.  Of the
closures, 22 have been disposed through sale, lease termination, or
sublease.  The Company does not anticipate that disposition proceeds or
costs will materially affect the Company's liquidity.  The following table
details sales and operating results of the 50 closure restaurants:

                                         1995          1994          1993
                                    ----------------------------------------
Bakers Square
  Sales                             $ 15,765,000  $ 26,664,000  $ 30,491,000
  Restaurant operating profit (loss)  (1,198,000)     (484,000)      433,000

Village Inn
  Sales                                5,328,000    11,084,000    11,242,000
  Restaurant operating profit (loss)    (175,000)     (589,000)     (321,000)

Angel's
   Sales                               2,065,000       143,000            --
   Restaurant operating profit (loss)   (754,000)      (23,000)           --

Total
   Sales                              23,158,000    37,891,000    41,733,000
   Restaurant operating profit (loss) (2,127,000)   (1,096,000)      112,000

In 1995, the Company discontinued internal warehousing and distribution of
grocery products for its restaurants.  The Company does not anticipate
significant changes in delivered product costs as a result of the change;
however, food inventories were reduced.  Also in 1995, the Company closed
its bakery facility in Phoenix, Arizona.

In 1993, the Company recorded a $1,300,000 charge related to the decision
to close its Matteson, Illinois regional office and combine the functions
performed there with similar functions at its Denver, Colorado
headquarters.  The charge consisted primarily of severance and moving
expenses.  The reorganization was completed during 1994.

The effective income tax rates used for financial reporting were 50.0% in
1995, 37.5% in 1994 and 36.2% in 1993.  The 1995 and 1994 rates were
affected by the FICA tipped income tax credit that took effect January 1,
1994.  The lower effective tax rate for 1993 was due to the increase in the
top federal rate from 34% to 35% enacted in August of 1993, which increased
the Company's net deferred tax asset $1,200,000 and reduced income tax
expense accordingly.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal source of funds is cash provided by operations.
Cash flow from operations decreased both in 1994 and 1995 due primarily to
lower operating income and changes in working capital from contraction of
the Company's business.  Operating cash flow in 1995 was supplemented by
the collection of an insurance receivable.

The Company's working capital is generally in a deficit position because,
like most restaurant businesses, substantially all sales are for cash,
while credit is received from trade suppliers.  Furthermore, the Company
has not maintained large excess cash balances, but rather has utilized
available cash for capital spending, repayment of borrowings or the
repurchase of its common stock.

The Company supplements cash provided by operations with bank borrowings
and occasional lease financing.  During fiscal 1995, the Company borrowed
an additional $7,000,000 under its bank credit facility as operating cash
flows were insufficient to fund capital expenditures and stock repurchases.
At October 31, 1995, the Company had $35,250,000 of outstanding borrowings
under its bank credit facility, with approximately $9,750,000 available for
additional direct advances.  The Company's current bank agreement expires
on June 30, 1996 when it converts to a term facility payable in eight equal
quarterly installments through June 30, 1998.  The Company is currently
pursuing a new revolving facility with certain lenders and is optimistic
that a new facility will be in place prior to the current revolving
facility's expiration.  The Company is also exploring other debt financing
sources.

Over the last three years, 1,199,500 shares of the Company's common stock
were repurchased for $20,423,000 under authorizations approved by the Board
of Directors.  At October 31, 1995, authorization to repurchase an
additional 300,500 common shares was available.  Future purchases with
respect to this authorization may be made from time to time in the open
market or through privately negotiated transactions and will be dependent
upon various business and financial considerations.

Capital expenditures in 1995 totaled $13,234,000 and consisted of
$1,954,000 to purchase two previously franchised locations and a land site,
$9,167,000 for improvements to existing restaurants, and $2,113,000 for
other support related projects.  Capital expenditures of $14,000,000 are
expected for 1996.  No new restaurants are planned during 1996.  Cash flow
from operations, funds available under a bank credit facility, or other
financing sources are expected to be adequate for planned capital projects
and any repurchases of common stock authorized by the Board.

At October 31, 1995, the Company had $44,375,000 of net deferred tax
assets, the majority of which relates to federal net operating loss
carryforwards totaling $207,082,000.  The Company has established a
valuation allowance due to the uncertainty that the full amount of the
operating loss carryforwards will be applied against future taxable income.
While a continuation of the Company's 1995 taxable income level is not
sufficient to realize the portion of the net deferred tax asset related to
the operating loss carryforwards before the expiration periods, the Company
feels that its 1995 operating results are not indicative of future
performance.  Historically, the Company had taxable income in excess of the
amount necessary for realization and believes it will do so again in future
years.  The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future taxable income
during the carryforward period are reduced.  Cumulative taxable income of
approximately $53,000,000 through 1999 will be necessary to realize the net
deferred tax asset before expiration of a majority of the net operating
loss carryforwards.

MANAGEMENT OUTLOOK

The mid-scale segment of the restaurant industry remains extremely
competitive.  The Company has discontinued opening new restaurants until
existing operations improve which affects its overall competitiveness.
Improvements in future operating performance will be dependent upon the
Company's ability to reverse negative comparable sales trends, especially
given the significant profit impact associated with incremental sales at
existing restaurants.  Cost controls will also play a significant factor in
future profit growth.  In addition, numerous external factors could have a
significant impact on future performance, not limited to food commodity
costs, labor availability, site availability, the economy, the weather and
government initiatives such as minimum wage rates, mandated benefits and
taxes.

Historically, the Company has mitigated the effects of inflation through
cost controls and periodic price increases.  Management believes it will be
able to minimize the effects of future inflation through similar measures,
although such price increases will be subject to competitive constraints
and other business considerations.

NEW ACCOUNTING PRONOUNCEMENTS

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-
Based Compensation".  The SFAS, which would be effective for the Company's
fiscal 1997, recommends a fair value based method of accounting for an
employee stock option.  However, companies may choose to continue to
account for stock options using the intrinsic value based method as
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and provide proforma disclosures of net income
and earnings per share as if the fair value based method had been applied.
The Company anticipates it will continue to account for stock options using
the intrinsic value based method, and thus SFAS No. 123 will not have any
impact on its reported results.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

TO OUR SHAREHOLDERS:

The preparation and integrity of the financial statements of VICORP
Restaurants, Inc. are the responsibility of its management.  This
responsibility includes the selection of accounting procedures and
practices which conform with generally accepted accounting principles
considered appropriate in the circumstances.  Informed judgments and
estimates which the Company believes to be reasonable are required in the
determination of certain data used in the accounting and reporting process.

The Company maintains a system of internal accounting controls designed to
provide reasonable assurance that transactions are executed in accordance
with management's authorization and properly recorded in all material
respects.  Adequate communication of Company policies to its employees,
segregation of responsibilities for the authorization and execution of
transactions, and proper accountability for the Company's assets are
essential elements of the system.

Each year the Board of Directors appoints an Audit Committee comprised of
directors who are not employees of the Company.  The principal
responsibilities of this Committee are to recommend an independent auditor
for the Company and to periodically meet with representatives of the
independent auditors and with management to obtain reasonable assurances
that the auditors are properly discharging their responsibilities and that
the Company's financial reporting to stockholders and others is adequate
and appropriate.

Arthur Andersen LLP has conducted an independent examination in order to
render their opinion on the Company's financial statements.

Charles R. Frederickson                    J. Michael Jenkins
Chairman of the Board and                  President and
Co-Chief Executive Officer                 Co-Chief Executive Officer


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF VICORP RESTAURANTS, INC.:

We have audited the accompanying consolidated balance sheets of VICORP
RESTAURANTS, INC. (a Colorado corporation) and subsidiary as of October 31,
1995 and October 30, 1994, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years
in the period ended October 31, 1995.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of VICORP Restaurants,
Inc. and subsidiary as of October 31, 1995 and October 30, 1994, and the
results of their operations and their cash flows for the three years in the
period ended October 31, 1995, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP
Denver, Colorado,
December 12, 1995.


VICORP Restaurants, Inc.
CONSOLIDATED BALANCE SHEETS
                                            October 31,      October 30,
(in thousands)                                 1995             1994
                                           -----------      -----------
ASSETS

Cash (Note 1)                                $   3,988        $   6,123
Receivables (Notes 1 and 2)                      3,149            9,801
Inventories (Note 1)                             8,597           10,585
Deferred income taxes (Notes 1 and 9)            5,000            6,000
Prepaid expenses and other (Note 1)              2,003            2,592
                                           -----------      -----------
 Total current assets                           22,737           35,101
                                           -----------      -----------
Property and equipment, net (Notes 1 and 3)    152,592          165,802
Deferred income taxes (Notes 1 and 9)           39,375           33,550
Long-term receivables (Notes 1 and 2)            3,032            3,998
Other assets (Note 1)                           10,425           10,572
                                           -----------      -----------
Total assets                                 $ 228,161        $ 249,023
                                           ===========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current maturities of long-term debt
 and capitalized lease 
 obligations (Notes 1, 4 and 5)              $   6,116        $   1,796
Accounts payable, trade                         16,526           19,246
Accrued compensation                             5,542            5,965
Accrued taxes                                    7,998            9,979
Accrued insurance (Note 10)                      5,656            6,537
Other accrued expenses                           4,984            6,930
                                           -----------       ----------
 Total current liabilities                      46,822           50,453
                                           -----------      -----------
Long-term debt (Notes 1 and 5)                  31,094           28,573
Capitalized lease obligations (Note 4)          11,085           13,981
Non-current accrued insurance (Note 10)          6,092            7,750
Other non-current liabilities and credits        9,970           13,400

Commitments and contingencies (Notes 4, 
 5 and 10)

Shareholders' equity (Note 6)
 Series A Junior Participating Preferred Stock,
  $.10 par value, 200,000 shares authorized,
  no shares issued                                  --               --
 Common stock, $.05 par value, 20,000,000
  shares authorized, 9,044,026 and 9,509,426
  shares issued                                    452              476
 Paid-in capital                                84,332           91,544
 Retained earnings                              38,314           42,846
                                           -----------      -----------
 Total shareholders' equity                    123,098          134,866
                                           -----------      -----------
Total liabilities and shareholders' equity   $ 228,161        $ 249,023
                                           ===========      ===========

The accompanying notes are an integral part of the financial statements.


VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                             Year ended
                                           ----------------------------------------------
                                           October 31,     October 30,     October 31,
(in thousands, except per share data)            1995            1994            1993
                                           ----------      ----------      ----------
 <S>                                         <C>             <C>             <C>
Revenues
 Restaurant operations                       $370,116        $409,297        $425,139
 Franchise operations (Note 1)                  3,722           3,347           3,366
                                           ----------      ----------      ----------
                                              373,838         412,644         428,505
                                           ----------      ----------      ----------
Costs and expenses
 Restaurant operations
  Food                                        124,028         123,280         126,647
  Labor                                       124,792         123,718         121,273
  Other operating                             104,863         115,591         116,795
 General and administrative                    26,261          35,752          32,991
 Asset disposal, restructuring and
  related costs (Note 8)                           --          23,000           1,300
                                           ----------      ----------      ----------
Operating profit (loss)                        (6,106)         (8,697)         29,499

 Interest                                       3,855           3,867           3,878
 Other (income) expense, net (Note 2)            (897)         (1,944)           (289)
                                           ----------      ----------      ----------
Income (loss) before income taxes              (9,064)        (10,620)         25,910
Provision for income taxes (Note 9)            (4,532)         (3,982)          9,386
                                           ----------      ----------      ----------
Net income (loss)                            $ (4,532)       $ (6,638)       $ 16,524
                                           ==========      ==========      ==========
Earnings (loss) per common and dilutive
 common equivalent share (Note 1)            $   (.49)       $   (.69)       $   1.60

</TABLE>

The accompanying notes are an integral part of the financial statements.


VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                              Year ended
                                               ------------------------------------------
                                               October 31,     October 30,     October 31,
(in thousands)                                       1995            1994            1993
                                               ----------      ----------      ----------
<S>                                              <C>             <C>             <C>
OPERATIONS
Net income (loss)                                $ (4,532)       $ (6,638)       $ 16,524
Reconciliation to cash provided by operations
 Depreciation and amortization                     22,565          26,133          23,381
 Deferred income tax provision                     (4,825)         (5,414)          5,932
 Asset disposal, restructuring 
  and related costs                                   436          24,788           2,787
 Other, net                                            10            (675)          1,610
                                               ----------      ----------      ----------
                                                   13,654          38,194          50,234
 Change in assets and liabilities
  Trade receivables                                   250          (1,855)           (164)
  Inventories                                       1,962           1,240          (1,404)
  Accounts payable, trade                          (2,720)         (1,423)          2,739
  Other current assets and liabilities             (4,180)         (1,379)         (1,099)
  Non-current accrued insurance                    (1,657)           (683)            564
                                               ----------      ----------      ----------
Cash provided by operations                         7,309          34,094          50,870
                                               ----------      ----------      ----------
INVESTING ACTIVITIES
Purchase of property and equipment                (13,234)        (28,733)        (42,426)
Purchase of other assets                              (14)         (1,568)           (580)
Disposition of property                              (768)            (16)            255
Additions to non-trade receivables                     --          (1,088)             --
Collection of non-trade receivables                 6,582           1,617             694
                                               ----------      ----------      ----------
Cash used for investing activities                 (7,434)        (29,788)        (42,057)
                                               ----------      ----------      ----------
FINANCING ACTIVITIES
Proceeds from issuance of debt                     41,250          17,750           6,750
Payments of debt and capital lease 
 obligations                                      (35,984)        (14,471)        (10,060)
Purchase of common stock                           (7,694)         (7,282)         (5,449)
Other, net                                            418             532             394
                                               ----------      ----------      ----------
Cash used for financing activities                 (2,010)         (3,471)         (8,365)
                                               ----------      ----------      ----------
Increase (decrease) in cash                        (2,135)            835             448
Cash at beginning of year                           6,123           5,288           4,840
                                               ----------      ----------      ----------
Cash at end of year (Note 1)                     $  3,988        $  6,123        $  5,288
                                               ==========      ==========      ==========
Supplemental information
Cash paid during the year for
 Interest (net of amount capitalized)            $  3,933        $  3,792        $  3,828
 Income taxes                                         968           1,217           2,228

</TABLE>
The accompanying notes are an integral part of the financial statements.


VICORP Restaurants, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

VICORP operates family style restaurants under the names "Bakers Square",
"Village Inn" and "Angel's Diner and Bakery" and franchises restaurants
under the Village Inn name.  At October 31, 1995, VICORP operated 264
restaurants in 14 states, of which, 160 were Bakers Squares, 99 were
Village Inns and five were Angel's.  On that date, there were 106
franchised Village Inn restaurants in 20 states.  The restaurants operated
by the Company are located primarily in Arizona, California, Florida, the
Rocky Mountain region, and the upper Midwest.  The Company has a pie
manufacturing division supporting its restaurants, which operates under the
name VICOM.  VICOM has five production facilities.

Basis of presentation

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions.  These estimates and assumptions affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported amounts of revenues and expenses.  Actual
results could differ from these estimates.

Principles of consolidation

The consolidated financial statements include the accounts of VICORP
Restaurants, Inc. and its wholly-owned subsidiary.  All significant
intercompany transactions and accounts have been eliminated.

Fiscal year

In fiscal 1995, the Company switched its fiscal year end to the last day in
October.  Prior to that, the Company utilized a 52/53 week fiscal year
which ended on the last Sunday in October.  Fiscal year 1993 was 53 weeks,
while fiscal 1994 was 52 weeks and fiscal 1995 was 52 weeks and two days.

Sales for the extra two days in fiscal 1995 ("the transition period")
totaled $1,216,000.  Sales for the extra week in fiscal 1993 totaled $7,400,000.

Inventories

Inventories are valued at the lower of first-in, first-out cost or market
value.  Inventories consisted of the following (in thousands):

                              October 31,         October 30,
                                    1995                1994
                              ----------          ----------
Food at production facilities
  Raw materials                  $ 2,828             $ 4,553
  Finished goods                   3,252               3,067
                              ----------          ----------
                                   6,080               7,620

Food at restaurants                2,191               2,355
Other inventories                    326                 610
                              ----------          ----------
                                 $ 8,597             $10,585
                              ==========          ==========

Prepaid expenses

Prepaid expenses consist primarily of supplies, restaurant preopening costs
and prepaid contract costs.  Preopening costs are amortized over a one-year
period following restaurant opening.  Unamortized preopening costs totaled
$21,000 and $386,000 at the end of 1995 and 1994, respectively.

Depreciation and amortization

Depreciation and amortization of property and equipment are provided using
principally the straight-line method at rates based upon estimated useful
lives of the assets, ranging from 20 to 40 years for buildings and 3 to 15
years for equipment and improvements.  Amortization of leasehold rights and
excess of cost over net assets acquired in purchase transactions is
provided using the straight-line method, primarily over the remaining lives
of location leases or assets acquired, generally 5 to 25 years.

Franchise revenues

Initial franchise fees are deferred when received and recognized as income
when the franchisee has commenced operations and the Company has performed
all material services and conditions related to the sale of the franchise.
Continuing service fees, which are a percentage of the gross sales of
franchised operations, are accrued as income when earned except for
situations in which collectibility is in doubt.  In those situations,
continuing service fees and rental income are recognized when received, and
gains on property sales are recorded using the cost recovery method.

Net franchise revenues consisted of the following (in thousands):

                                      1995      1994      1993
                                   -------   -------   -------
Continuing service fees            $ 4,192   $ 3,968   $ 3,607
Initial and renewal fees               167       166       125
Property rental income                 269       319       630
Interest income on franchisee notes    293       263       299
Equipment sales income                  50        64       115
Administrative expense              (1,249)   (1,433)   (1,410)
                                   -------   -------   -------
Franchise revenues                 $ 3,722   $ 3,347   $ 3,366
                                   =======   =======   =======

Advertising Costs

The American Institute of Certified Public Accountants (AICPA) issued
Statement of Position No. 93-7 "Reporting on Advertising Costs" in December
1993.  The Company adopted the new statement in its fiscal 1995 and the
implementation of the statement had no material effect on reported income.

The Company expenses the production costs of advertising the first time the
advertising takes place.  Costs of communicating advertising are expensed
when incurred, generally when airtime or print media is used.  Direct
response advertising is seldom used by the Company and is expensed when
incurred.

Advertising expense for 1995, 1994 and 1993 was $11,106,000, $14,043,000
and $15,219,000, respectively.  At October 31, 1995 and October 30, 1994,
no material amounts of advertising were reported as assets.

Fair value of financial instruments

The Company has notes receivable carried on its balance sheets at values
approximating estimated fair market value.  Because these instruments are
not publicly traded, the Company estimates the value based on the
respective facts and circumstances of each instrument.  The fair value of
the Company's long-term debt approximates carrying value because of its
variable, market-based interest rate feature.

Income taxes

Based on enacted tax laws, deferred income tax assets and liabilities are
recognized for the expected future income tax consequences of carryforwards
and temporary differences between the financial reporting and tax bases of
assets and liabilities.  Deferred tax assets are reduced, if deemed
necessary, by a valuation allowance for the amount of any tax benefits
which, more likely than not based on current circumstances, are not
expected to be realized.

Earnings per common and common equivalent share

Earnings per common and common equivalent share is based upon earnings
attributable to common shareholders and the weighted average number of
common and dilutive common equivalent shares for stock options outstanding
during the year.  Common equivalent shares for fiscal years 1995 and 1994
were anti-dilutive due to the net losses recorded in those years.  The
weighted average number of common and common equivalent shares used for the
1995, 1994 and 1993 calculations were as follows:

                                               1995         1994         1993
                                            ------------------------------------
Weighted average common shares outstanding  9,246,439    9,656,094    10,007,907
Common equivalent shares outstanding               --           --       292,793
                                            ------------------------------------
                                            9,246,439    9,656,094    10,300,700
                                            ====================================


Statements of cash flows

The Company considers all highly liquid investments and debt instruments
with original maturities of three months or less to be cash equivalents.


NOTE 2. RECEIVABLES

Receivables consisted of the following:

                                    October 31,    October 30,
(in thousands)                            1995           1994
                                    ----------     ----------
Trade receivables                     $  3,391       $  3,751
Notes receivable                         5,808          7,755
Insurance receivable                        --          6,500
Discounts                                 (750)        (1,170)
Allowance for doubtful accounts         (2,268)        (3,037)
                                    ----------     ----------
Receivables, net                         6,181         13,799
Current portion                          3,149          9,801
                                    ----------     ----------
Long-term portion                     $  3,032       $  3,998
                                    ==========     ==========

The Company's receivables arose primarily from contracts and property
transactions with its franchisees and other sublessees.  The ability of
these parties to honor their obligations is largely dependent on cash flows
generated from their restaurant operations.  The trade receivables are
generally unsecured but the related contracts are cancelable if the debtor
fails to perform.  Under Company policy, the notes receivable are generally
secured with security agreements on the property that gave rise to the
transaction.

In November 1994, the Company settled a lawsuit against certain of its
insurance carriers.  The litigation arose in April 1992 when the Company
claimed the defendants breached their contract of insurance by withholding
payments to fund a $6,500,000 court approved settlement arising from prior
litigation against the Company.  The Company recorded income of $1,918,000
in the fourth quarter of 1994, representing the excess recovery over the
net carrying value of the receivable.  This receivable was collected in the
first quarter of 1995.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                           October 31,    October 30,
(in thousands)                                   1995           1994
                                           ----------     ----------
Property and equipment used in operations
 Land                                       $  21,982      $  20,832
 Buildings and improvements                   122,533        115,838
 Equipment                                    104,856        101,573
 Construction in progress                       1,829          8,615
Restaurant property leased to others            4,339          3,811
Accumulated depreciation                     (111,339)       (95,126)
                                           ----------     ----------
                                              144,200        155,543
                                           ----------     ----------
Capitalized lease buildings                    10,091         11,097
Accumulated amortization                       (5,091)        (5,370)
                                           ----------     ----------
                                                5,000          5,727
                                           ----------     ----------
Properties held for disposal, net              10,011         15,906
Allowance for loss on disposal                 (6,619)       (11,374)
                                           ----------     ----------
Property and equipment, net                 $ 152,592      $ 165,802
                                           ==========     ==========

Depreciation  and amortization expense charged to operations for property
and equipment was $22,018,000 in 1995, $25,509,000 in 1994 and $22,763,000
in 1993.

At October 31, 1995, all of the Company's fee owned properties were free of 
mortgages, pledges or other liens.


NOTE 4. LEASES

The Company is the prime lessee under various land and building leases for
restaurants operated by it and certain of its franchisees.  Additionally,
the Company leases certain bakery production facilities.  The leases have
initial terms generally ranging from 15 to 35 years and in certain
instances, provide for renewal options ranging from 5 to 20 years.  Some of
the leases contain purchase options at the end of the lease terms.  Many of
the leases contain escalation clauses, either predetermined or based upon
inflation.  Most of the leases require additional (contingent) rental
payments by the Company if sales volumes at the related restaurants exceed
specified levels.  Most of the agreements require payment of taxes,
insurance and maintenance costs.  The Company is also obligated under
various equipment leases having initial terms ranging from 3 to 7 years.
The implicit interest rates range from 6.4% to 18.6% for capitalized
leases.

The Company as prime lessee has entered into sublease agreements with
franchisees and others on certain locations that are not operated by the
Company.  These leases generally have terms similar to the prime lease with
the sublessee assuming the Company's obligations to pay taxes, insurance
and maintenance costs.

Following is a summary as of October 31, 1995, of future minimum lease
payments under capital and operating leases having an initial or remaining
non-cancelable term of one year or more:

                                                           Lease and
                                   Capital    Operating     sublease
(in thousands)                     leases      leases        rentals
                                   -------    ---------    ---------
1996                               $ 3,108     $ 15,744     $ (2,683)
1997                                 2,909       14,448       (2,557)
1998                                 2,685       13,613       (2,403)
1999                                 2,503       13,073       (2,059)
2000                                 2,233       12,213       (1,852)
Later years                          5,709       52,873       (6,780)
                                   -------     --------    ---------
Total minimum lease payments        19,147     $121,964     $(18,334)
                                               ========    =========
Less amount representing interest    6,426
                                   -------
Present value of mininum lease 
 payments                           12,721
Current maturities of capitalized
 lease obligations                   1,636
                                   -------
Capitalized lease obligations      $11,085
                                   =======

Net rental expense consisted of the following:

(in thousands)                           1995         1994        1993
                                      -------      -------     -------
Restaurant land and buildings
 Minimum rentals                      $14,714      $15,243     $15,154
 Contingent rentals                     2,685        2,922       3,522
Equipment                               1,346        3,293       3,362
                                      -------      -------     -------
Rental expense                         18,745       21,458      22,038
Less lease and sublease rental income   3,368        3,152       3,829
                                      -------      -------     -------
Net rental expense                    $15,377      $18,306     $18,209
                                      =======      =======     =======


NOTE 5. DEBT

Long-term debt consisted of the following:

                                     October 31,    October 30,
(in thousands)                             1995           1994
                                     ----------    -----------
Advances under bank credit agreement    $35,250        $28,250
Other long-term debt                        324            392
                                     ----------    -----------
                                         35,574         28,642
Current maturities                        4,480             69
                                     ----------    -----------
Long-term debt                          $31,094        $28,573
                                     ==========    ===========

The Company's bank credit agreement provides up to $55,000,000 for direct
advances and letters of credit with a sublimit of $25,000,000 on letters of
credit.  Advances bear interest at the lenders' prime rate or, if elected,
at LIBOR (London Interbank Offering Rate) plus 1 1/8%.  The Company is
required to pay a commitment fee of 3/8% per annum on the unused commitment
plus a quarterly agents' fee of $12,500 and 1 1/8% per annum on issued
letters of credit.  The agreement expires on June 30, 1996, when it becomes
a term facility payable in equal quarterly installments through June 30,
1998.  The Company is currently negotiating a new revolving bank credit
agreement with certain lenders.  In addition, the Company is exploring
other options of refinancing its bank advances.  The largest outstanding
balance under the facility during 1995 was $35,250,000.  The average balance
outstanding was $25,100,000 and the average annual interest rate was 7.2%.
As of October 31, 1995, the Company had placed letters of credit totaling
$9,999,000 in connection with its insurance programs.

The agreement contains various restrictive covenants which include, among
others, maintenance of certain financial ratios, maintenance of a minimum
balance of tangible net worth and limitations on annual capital
expenditures, indebtedness, dividends, dispositions and acquisitions.

At October 31, 1995, principal amounts of long-term debt due during each of
the five succeeding fiscal years were $4,480,000 in 1996, $17,703,000 in
1997, $13,302,000 in 1998, $89,000 in 1999 and none in 2000.

The Company incurred $3,864,000, $3,956,000 and $4,179,000 of interest
charges in 1995, 1994 and 1993, respectively.  Of these amounts, $9,000,
$89,000 and $301,000 were capitalized in each respective year.

NOTE 6. SHAREHOLDERS' EQUITY

The Company's authorized preferred stock consists of 5,000,000 $.10 par
value shares to be issued in series.  The rights of each series are to be
determined by the Company's Board of Directors.

The Company has outstanding one right for each outstanding common share of
the Company.  When exercisable, each right will entitle its holder to buy
1/100th of a share of the Company's Series A Junior Participating Preferred
Stock at an exercise price of $40.  If, among other things, the Company is
acquired in a merger or other business combination transaction, including
one in which the Company is the surviving corporation, each right will
entitle its holder to purchase, at the then current exercise price of the
right, that number of shares of common stock of the surviving company which
at the time of such transaction would have a market value of twice the
exercise price of the right.  The rights are exercisable only if, without
the Company's prior consent, a party acquires, or obtains the right to
acquire, 25% or more of the Company's outstanding voting securities or
announces a tender offer which would result in such ownership.  At the
Company's option, the rights are redeemable at two cents per right at any
time before a 25% position has been acquired and under limited
circumstances thereafter.  The rights expire May 26, 1997.

At various times since August 1992, the Company's Board of Directors has
authorized the purchase of shares of the Company's common stock.  At
October 31, 1995, authorization to purchase an additional 300,500 common
shares was available.

Under Colorado law, repurchased shares of capital stock are considered
authorized and unissued shares and have the same status as shares which
have never been issued.

Under the most restrictive covenants of the Company's bank credit
agreement, approximately $880,000 of consolidated retained earnings were
unrestricted at October 31, 1995, as to the declaration of cash dividends
and the acquisition of the Company's common stock.

The following table summarizes shareholders' equity activity:
<TABLE>
<CAPTION>
                                         Common stock                               Total       
                                        ---------------    Paid-in    Retained   shareholders'
(in thousands, except share data)       Shares   Amount    capital    earnings      equity
                                    --------------------------------------------------------
<S>                                   <C>        <C>      <C>        <C>         <C>
Balances at October 25, 1992          9,976,215  $  498   $ 101,987  $ 32,960    $  135,445
Net income                                   --      --          --    16,524        16,524
Common stock options exercised
 including income tax benefit           244,685      13       3,163        --         3,176
Purchase of common shares              (309,337)    (15)     (6,812)       --        (6,827)
                                    --------------------------------------------------------
Balances at October 31, 1993          9,911,563     496      98,338    49,484       148,318
Net loss                                     --      --          --    (6,638)       (6,638)
Common stock options exercised
 including income tax benefit            39,513       2         466        --           468
Purchase of common shares              (441,650)    (22)     (7,260)       --        (7,282)
                                    --------------------------------------------------------
Balances at October 30, 1994          9,509,426     476      91,544    42,846       134,866
Net loss                                     --      --          --    (4,532)       (4,532)
Common stock options exercised
 including income tax benefit            42,600       1         457        --           458
Purchase of common shares              (508,000)    (25)     (7,669)       --        (7,694)
                                    --------------------------------------------------------
Balances at October 31, 1995          9,044,026  $  452   $  84,332  $ 38,314    $  123,098
                                    ========================================================
</TABLE>


NOTE 7. STOCK OPTION AND PROFIT-SHARING PLANS

The Company has stock option plans which generally provide for the granting
of options to all employees and non-employee directors of the Company at
exercise prices not less than the market value of the common stock on the
date of the grant.  The options generally vest over three years and expire
ten years after the date of grant or three months after employment
termination, whichever occurs first.

In 1994, the Company entered into a stock option agreement with J. Michael
Jenkins, a Director, Co-Chief Executive Officer and President of the
Company.  Under the agreement, Mr. Jenkins was granted an option to
purchase 300,000 shares of the Company's stock.  The optioned shares are
divided into 50,000 share increments with exercise prices ranging from
$15.00 to $30.17.  The options are scheduled to vest on October 1, 1999 and
are exercisable until October 1, 2004, unless accelerated under certain
conditions.

The following table summarizes stock option activity:

                                   Shares          Option price
                                  --------        --------------
Outstanding at October 25, 1992 
(758,365 shares exercisable)       829,199        $ 5.63 - 25.50
Granted                             58,000         22.75 - 26.00
Exercised                         (244,685)         5.63 - 15.75
Canceled                            (7,000)        24.50
----------------------------------------------------------------
Outstanding at October 31, 1993 
(554,516 shares exercisable)       635,514          5.63 - 26.00
Granted                            338,809         14.25 - 30.17
Exercised                          (39,513)         5.63 - 14.75
Canceled                           (87,500)         5.63 - 23.50
----------------------------------------------------------------
Outstanding at October 30, 1994 
(508,336 shares exercisable)       847,310          5.63 - 30.17
Granted                             19,882         15.25 - 17.00
Exercised                          (42,600)         5.63 - 15.00
Canceled                          (146,694)         9.88 - 25.50
----------------------------------------------------------------
Outstanding at October 31, 1995 
(356,607 shares exercisable)       677,898        $ 5.63 - 30.17
================================================================

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-
Based Compensation".  The SFAS, which would be effective for the Company's
fiscal 1997, recommends a fair value based method of accounting for an
employee stock option.  However, companies may choose to continue to
account for stock options using the intrinsic value based method as
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and provide proforma disclosures of net income
and earnings per share as if the fair value based method had been applied.
The Company anticipates it will continue to account for stock options using
the intrinsic value based method, and thus SFAS No. 123 will not have any
impact on its reported results.

The Company has an employees' profit-sharing plan, established under
Section 401(k) of the Internal Revenue Code of 1986, which provides for
annual contributions by the Company to be determined by the Board of
Directors.  The Company's annual contribution, if the Company is profitable
(as defined in the plan), must be equal to at least 2% and may not exceed
15% of the aggregate compensation of the participants while participating.
Any full-time employee 21 years of age or older who has completed one year
of service with the Company is eligible to participate.  Assets of the
profit-sharing plan can be invested in the Company's common stock, or among
several other alternatives.  The Company's expenses related to contributions  
to the plan in 1995, 1994 and 1993 were $455,000, $829,000 and $861,000, 
respectively.


NOTE 8. ASSET DISPOSAL, RESTRUCTURING AND RELATED COSTS

In 1994, a $23,000,000 charge was recorded principally related to a plan to
close and dispose of restaurants that had declining sales and profits and
that were in trade areas no longer considered appropriate for the Company's
operating concepts.  The disposition plan also included a portion of the
Company's manufacturing and distribution operations which were no longer
economical to operate.  The disposal charge consisted of estimates to
reduce the carrying amounts of assets to net realizable value, accruals for
closure and carrying costs, and losses on sublease dispositions where it is
expected that sublease rentals will be lower than the Company's obligations
under the prime lease.

Through 1995, the Company closed 46 locations.  Another four locations are
anticipated to close in fiscal 1996.  Of the closed locations, 22 had been
disposed of through sale, lease termination or sublease.  Also in 1995, the
Company discontinued the internal distribution and warehousing of grocery
products for its restaurants and closed its bakery facility in Phoenix,
Arizona.

Operating results for the 50 restaurants for the past three fiscal years
were as follows (in thousands):

                                      1995       1994       1993
                                    --------   --------   --------
Sales                               $ 23,158   $ 37,891   $ 41,733
Restaurant operating profit (loss)    (2,127)    (1,096)       112

Included in the 1994 charge was an impairment of assets of $2,287,000 for
four restaurant properties with projected cash flows insufficient to
recover remaining investments and a $1,291,000 restructuring charge related
to the elimination of 27 administrative positions that were redundant or
non-essential to ongoing operations.

In 1993, the Company recorded a $1,300,000 restructuring charge for the
closure of its Matteson, Illinois administrative office and consolidation
of functions at its Denver, Colorado headquarters.  The charge consisted
primarily of severance and moving expenses.  The consolidation was
completed in 1994 and approximately 70 employees resigned or were
terminated as a result of the office closure.

As of October 31, 1995, the Company had $12,015,000 of reserves remaining
to provide for the disposal of 37 properties, including nine closed prior
to 1994.  The reserves consisted of $6,852,000 to reduce the disposal
property to net realizable value and $5,163,000 to provide for carrying
costs and sublease losses.  The Company believes that these reserves are
adequate to cover the remaining costs and losses associated with the
remaining disposal properties.  During 1995, $2,603,000 of closure and
carrying costs were charged against the established liability.


NOTE 9. INCOME TAXES

The total provisions for income taxes consisted of the following:

(in thousands)                       1995      1994      1993
                                 ----------------------------
Current
 Federal                         $     --  $    414   $   560
 States                               200       929     1,311
                                 ----------------------------
                                      200     1,343     1,871
                                 ----------------------------
Deferred
 Federal                           (4,316)   (3,613)    6,416
 States                              (509)   (1,801)     (484)
                                 ----------------------------
                                   (4,825)   (5,414)    5,932
                                 ----------------------------
                                 $ (4,625) $ (4,071)  $ 7,803
                                 ============================
The components of the income tax provision were as follows:

(in thousands)                                        1995      1994       1993
                                                    ---------------------------
Current
 Taxes on income before carryforwards               $   200   $ 6,177   $ 9,398
 Less benefit of loss carryforwards utilized             --    (4,834)   (7,527)
                                                    ----------------------------
                                                        200     1,343     1,871
                                                    ----------------------------
Deferred
 Tax effect of net change in temporary differences    3,866    (9,659)     (409)
 Utilization of (addition to) tax net operating loss
   carryforward                                      (7,609)    4,834     7,527
 FICA tax credit                                       (780)     (749)       --
 Targeted jobs tax credit and AMT credit               (302)       --        --
 Expiration of tax credit carryforwards                  --     2,160        --
 Change in valuation allowance                           --    (2,000)    1,000
 Tax effect of change in federal tax rate                --        --    (2,186)
                                                    ----------------------------
                                                     (4,825)   (5,414)    5,932
                                                    ----------------------------
Tax effect of deduction for exercised stock
 options credited to paid-in capital                     93        89     1,583
                                                    ----------------------------
Income tax expense (benefit)                        $(4,532)  $(3,982)  $ 9,386
                                                    ============================

The provisions for income taxes differ from the amounts computed by
applying the federal income tax rate to income before income taxes as
follows:

<TABLE>
<CAPTION>
(in thousands)                             1995     %         1994     %        1993    %
                                       ---------------------------------------------------  
<S>                                   <C>        <C>      <C>       <C>      <C>      <C>
Computed federal income taxes using
 statutory rate                        $ (3,172) (35.0%)  $ (3,717) (35.0%)  $ 9,024  34.8%
FICA tax credit                            (780)  (8.6)       (749)  (7.0)        --    --
Targeted jobs tax credit and AMT credit    (302)  (3.3)         --     --         --    --
State income taxes net of federal
 income tax effect                         (201)  (2.2)       (567)  (5.3)     1,341   5.2
Expiration of tax credit carryforwards       --     --       2,160   20.3         --    --
Change in valuation allowance                --     --      (2,000) (18.8)     1,000   3.8
Effect of change in federal tax rate         --     --          --     --     (2,186) (8.4)
Other                                       (77)   (.9)        891    8.4        207    .8
                                       ---------------------------------------------------
                                       $ (4,532) (50.0%)  $ (3,982) (37.5%)  $ 9,386  36.2%
                                       ===================================================
</TABLE>

In August 1993, the Omnibus Budget Reconciliation Act of 1993 was enacted
which increased the top federal corporate tax rate from 34% to 35%.  This
increase was retroactively applied to January 1, 1993, and was prorated for
fiscal tax years overlapping the effective date.  The increase in rate had
the effect of increasing the deferred tax asset related to the Company's
net operating loss carryforwards.  The Act also instituted a general
business credit for FICA taxes paid by employers on tips received by
foodservice employees, effective January 1994.

The Company had taxable income (loss) for federal income tax purposes and
book income (loss) before income taxes as follows:

(in thousands)                              1995       1994       1993
                                       -------------------------------
Federal taxable income (loss)          $ (17,020)  $ 14,589    $23,436
Book income (loss) before income taxes    (9,064)   (10,620)    25,910

Federal taxable income is generally less than book income before income
taxes due to state income taxes, differences in depreciation rates, and
employee stock option exercises.  In 1994, such differences were more than
offset by the asset disposal charge of $23,000,000 a majority of which was
not deductible for tax purposes in that year.

The components of the net deferred tax assets were as follows:

(in thousands)                                      1995        1994
                                                 ---------------------
Deferred tax assets
 Tax effect of net operating loss carryforwards  $ 79,268    $ 71,659
 Tax credit carryforwards                           4,206       3,922
 FICA tax credit                                    1,529         749
 Alternative minimum tax credits                    2,165       2,147
 Accrued insurance claims not yet deductible        4,512       5,430
 Leasing transactions                               3,598       3,889
 Property and equipment                               543       3,359
 Other                                              4,782       5,526
                                                 ---------------------
                                                  100,603      96,681
 Valuation allowance                              (53,000)    (53,000)
                                                 ---------------------
Deferred tax asset, net                            47,603      43,681
                                                 ---------------------
Deferred tax liability                             (3,228)     (4,131)
                                                 ---------------------
Net deferred tax asset                             44,375      39,550
Current portion                                     5,000       6,000
                                                 ---------------------
Long-term portion                                $ 39,375    $ 33,550
                                                 =====================

As of October 31, 1995, the Company had federal net operating loss
carryforwards totaling $207,082,000 which expire $71,036,000 in 1998,
$112,880,000 in 1999, $6,146,000 in 2001 and $17,020,000 in 2010.  The
Company also has investment tax credit carryforwards of $3,506,000 expiring
from 1997 through 2000.  The Company has established a valuation allowance
due to the uncertainty that the full amount of those credits and operating
loss carryforwards will be applied against future taxable income.  This
allowance was reduced by $2,000,000 in 1994 due to the expiration of
investment tax credits to which a portion of the allowance applied.  While a
continuation of the Company's 1995 taxable income level is not sufficient
to realize the portion of the net deferred tax asset related to the
operating loss carryforwards before the expiration periods, the Company
feels that its 1995 operating results are not indicative of future
performance.  Historically, the Company had taxable income in excess of the
amount necessary for realization and believes it will do so again in future
years.  The amount of the deferred tax asset considered realizable,
however, could be reduced in the near term if estimates of future taxable
income during the carryforward period are reduced.  Cumulative taxable
income of approximately $53,000,000 through 1999 will be necessary to
realize the net deferred tax asset before expiration of a majority of the
net operating loss carryforwards.  Future adjustments to the valuation
allowance deemed appropriate due to changed circumstances will be
recognized as a separate component of the provision for income taxes.


NOTE 10. COMMITMENTS AND CONTINGENCIES

The Company retains a significant portion of certain insurable risks
primarily in the medical, dental, workers' compensation, general liability
and property areas.  Traditional insurance coverage is obtained for
catastrophic losses.  Provisions for losses expected under these programs
are recorded based upon the Company's estimates of liabilities for claims
incurred, including those not yet reported.  Such estimates utilize prior
Company history and actuarial assumptions followed in the insurance
industry.  The Company has provided letters of credit totaling $9,999,000
in connection with certain of these insurance programs.

The Company is involved in various lawsuits and claims arising from the
conduct of its business and has guaranteed certain indebtedness and leases
of its franchisees and others.  Management believes the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position or results of operations.

At October 31, 1995, the Company had contractual commitments for restaurant
construction of approximately $230,000.

NOTE 11. QUARTERLY FINANCIAL DATA (UNAUDITED)

The Company's quarterly results of operations are summarized as follows (in
thousands, except per share data):

                                                 Quarter ended
                                 --------------------------------------------
                                 February 19,  May 14,  August 6,  October 31,
                                   1995 (a)    1995      1995         1995 (a)
                                 --------------------------------------------
Revenues                         $ 124,033   $ 85,324   $ 83,216    $ 81,265
Restaurant operating income (loss)  11,706      5,810     (1,063)        (20)
Net income (loss)                    2,499        158     (3,978)     (3,211)
Net income (loss) per common and
 dilutive common equivalent share      .26        .02       (.44)       (.36)
                                 ============================================

                                                  Quarter ended
                                 --------------------------------------------
                                 February 20,   May 15,  August 7, October 30,
                                   1994 (a)     1994      1994        1994
                                 --------------------------------------------
Revenues                         $ 130,826   $ 97,045   $ 93,583    $ 91,190
Restaurant operating income         16,343     12,104     10,586       7,675
Net income (loss)                    3,620      2,427      1,515     (14,200)(b)
Net income (loss) per common and
 dilutive common equivalent share      .36        .25        .16       (1.49)
                                 ============================================
(a) The quarterly periods ended February 19, 1995, and February 20, 1994 were  
    comprised of sixteen weeks each.  The remainder of the Company's quarterly 
    periods were comprised of twelve weeks each except for the fourth quarter of
    1995 which consisted of twelve weeks and two days.  In fiscal 1995, the 
    Company switched its fiscal year end to the last day of October rather than 
    the last Sunday in October.  Sales for the extra two days in fiscal 1995's  
    fourth quarter totaled $1,216,000.  Each fiscal quarter in subsequent years
    will consist of three months.

(b) Includes pre-tax asset disposal, restructuring and related cost charge
    of $23,000,000 and $1,918,000 income from settlement of litigation.



ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

                            PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company will file a definitive proxy statement pursuant to Regulation
14A for its 1996 Annual Meeting of Shareholders.  Such statement will be
filed no later than 120 days after the close of the fiscal year covered by
this Form 10-K.  Except for certain information concerning executive
officers of the Company which is included in Part I of this Form 10-K, the
information called for by the above items will be included in such
definitive proxy statement under "Election of Directors", "Certain
Transactions", "Compensation of Directors and Executive Officers" and
"Voting Securities and Principal Holders Thereof", which is incorporated
herein by reference.

                            PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) (1) The following Consolidated Financial Statements of VICORP
        Restaurants, Inc. are filed as part of this report:

        Management's Report on Financial Statements.

        Report of Independent Public Accountants.

        Consolidated Balance Sheets - October 31, 1995 and October 30, 1994.

        Consolidated Statements of Operations - Years ended October 31, 1995,
        October 30, 1994 and October 31, 1993.

        Consolidated Statements of Cash Flows - Years ended October 31, 1995,
        October 30, 1994 and October 31, 1993.

        Consolidated Statements of Shareholders' Equity - Years ended October
        31, 1995, October 30, 1994 and October 31, 1993 as presented in Note 6
        of Notes to Consolidated Financial Statements.

(a) (2) The following financial statement schedule for VICORP Restaurants,Inc.,
        as listed in the Index below, is included herein beginning on page 35.

        Report of Independent Public Accountants on Financial Statement 
        Schedule.

        Schedule II - Valuation and Qualifying Accounts for the years ended
        October 31, 1995, October 30, 1994 and October 31, 1993.

        All other schedules for which provision is made in the applicable
        accounting regulations of the Securities and Exchange Commission are
        not required under the related instructions or are inapplicable, and
        therefore have been omitted.

(a) (3) The exhibits filed in response to Item 601 of Regulation S-K are
        listed in the Exhibit Index on Page 37.

        For the purpose of complying with the amendments to the rules
        governing Form S-8 (effective July 13, 1990) under the Securities Act
        of 1933, the undersigned registrant hereby undertakes as follows,
        which undertaking shall be incorporated by reference into registrant's
        currently effective Registration Statements on Form S-8:

        Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers, and
        controlling persons of the registrant pursuant to any statute, charter
        provisions, bylaws, contract, or other arrangements, the registrant
        has been advised that in the opinion of the Securities and Exchange
        Commission such indemnification is against public policy as expressed
        in the Securities Act of 1933 and is, therefore, unenforceable.  In
        the event that a claim for indemnification against such liabilities
        (other than the payment by the registrant of expenses incurred or paid
        by a director, officer, or controlling person of the registrant in the
        successful defense of any action, suit or proceedings) is asserted by
        such director, officer, or controlling person in connection with the
        securities being registered, the registrant will, unless in the
        opinion of its counsel the matter has been settled by controlling
        precedent, submit to a court of appropriate jurisdiction the question
        whether such indemnification by it is against public policy as
        expressed in the Act and will be governed by the final adjudication of
        such issue.

(b) Reports on Form 8-K filed in fourth quarter of 1995:

        Form 8-K dated September 22, 1995.
         Item 8. Change in fiscal year.

(c) Exhibits filed with this report are attached hereto.

(d) Financial statement schedules filed with this report follow:

                                     
                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To VICORP Restaurants, Inc.:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of VICORP Restaurants, Inc. and
subsidiary included in this form 10-K and have issued our report thereon
dated December 12, 1995.  Our audit was made for the purpose of forming an
opinion on the basic financial statements taken as a whole.  The schedule
listed in the attached index is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements.  The
schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP
Denver, Colorado,
December 12, 1995.

                                     
                         VICORP Restaurants, Inc.
              Schedule II - VALUATION AND QUALIFYING ACCOUNTS
                For the Three Years Ended October 31, 1995

                              (in thousands)
<TABLE>
<CAPTION>

Column A                           Column B          Column C         Column D     Column E
--------                           ----------   --------------------  ---------    ---------
                                                      Additions
                                                --------------------
                                   Balance at   Charged to  Charged                Balance
                                   beginning    costs and   to other               at end
Description                        of period    expenses    accounts  Deductions   of period
-----------                        ----------   ----------  --------  ----------   ---------
<S>                                 <C>          <C>        <C>        <C>          <C>
Year ended October 31, 1995:
 Allowance for doubtful accounts    $  3,037     $    25    $  234 (4) $ 1,028 (1)  $  2,268
 Discounts                             1,170         (63)       --         357 (5)       750
 Allowance for loss on disposal       12,427          --        --       5,575 (1)     6,852
 Accumulated amortization              6,215         689        --       1,230 (3)     5,674
                                   ----------   ----------  --------  ----------   ---------
                                    $ 22,849     $   651    $  234     $ 8,190      $ 15,544
                                   ==========   ==========  ========  ==========   =========
Year ended October 30, 1994:
 Allowance for doubtful accounts    $  4,657     $   185    $  295 (4) $ 2,100 (1)  $  3,037
 Discounts                             1,019        (115)      266 (2)      --         1,170
 Allowance for loss on disposal        2,615      10,675        --         863 (1)    12,427
 Accumulated amortization              5,549         813        --         147 (3)     6,215
                                   ----------   ----------  --------  ----------   ---------
                                    $ 13,840     $11,558    $  561     $ 3,110      $ 22,849
                                   ==========   ==========  ========  ==========   =========
Year ended October 31, 1993:
 Allowance for doubtful accounts    $  5,018     $   410    $  248 (4) $ 1,019 (1)  $  4,657
 Discounts                                93         (20)      946 (2)      --         1,019
 Allowance for loss on disposal        2,733          --        --         118 (1)     2,615
 Accumulated amortization              4,820         900        --         171 (3)     5,549
                                   ----------   ----------  --------  ----------   ---------
                                    $ 12,664     $ 1,290    $1,194     $ 1,308      $ 13,840
                                   ==========   ==========  ========  ==========   =========
</TABLE>
(1) Charges to the accounts for purposes for which the reserves were
    created.  Deductions to the allowance for doubtful accounts in 1994
    includes $1,918,000 reversal of previously established allowance due to
    settlement of litigation in excess of the net receivable previously
    recognized for the claim.
(2) Establishment of discounts on receivables.
(3) Asset dispositions and write-offs of fully amortized assets.
(4) Establishment of reserves by charges directly to income.
(5) Recognition of deferred gains.

Year-end balances are reflected in the Consolidated Balance Sheets as
follows:

                                     October 31,  October 30,
                                       1995         1994
                                     ----------   ----------
Deducted from current receivables    $    1,067    $   1,480
Deducted from property and equipment      6,619       11,374
Deducted from long-term receivables       1,951        2,727
Deducted from other assets                5,907        7,268
                                     ----------   ----------
                                     $   15,544    $  22,849
                                     ==========   ==========


                                     
                               EXHIBIT INDEX
                                     
The following documents are filed as a part of this report.  Those exhibits
previously filed and incorporated herein by reference are identified below
by an asterisk (*).  For each such exhibit there is shown below the filing
and exhibit number of the document in the previous filing.  The registration
statements were filed by the Company unless otherwise indicated.  Exhibits 
which are not required for this report are omitted.

Exhibit             Description of Document
-------             -----------------------
3      - *(i)   Articles of Incorporation, as Amended - Form 10-K for the year
                ended October 29, 1989.
       - *(ii)  Bylaws - Form 10-K for the year ended October 29, 1989.
4      - *(i)   Specimen Stock Certificate - Form 10-K for the year ended
                October 30, 1988.
       - *(ii)  Certificate of Designation, Preferences and Rights of
                Series A Junior Participating Preferred Stock of VICORP
                Restaurants, Inc. - Current Report of VICORP Restaurants, Inc. 
                on Form 8-K dated May 26, 1987.
       - *(iii) Rights Agreement dated as of May 12, 1987 between VICORP
                Restaurants, Inc. and Bank of America National Trust &
                Savings Association as Rights Agent - Current Report of VICORP 
                Restaurants, Inc. on Form 8-K dated May 26, 1987.
10     - Material Contracts
       *(i)    Franchise Operating Agreement - Registration Statement 2-83326, 
               Exhibit 10(b).
       *(ii)   Amended & Restated Credit Agreement dated April 19, 1991
               between VICORP Restaurants, Inc. and Citibank, N.A. ("Amended &
               Restated Credit Agreement"). - Form 10-K for the year ended
               October 27, 1991, Exhibit 10(viii).
       *(iii)  Equipment Lease Agreement dated as of August 15, 1991 between
               Citicorp Leasing, Inc. and  VICORP Restaurants, Inc. -
               Form 10-K for the year ended October 27, 1991, Exhibit 10(ix).
       *(iv)   Assignment and Acceptance dated October 10, 1991 between
               Citibank N.A. and NCNB Texas National Bank - Form 10-K for the
               year ended October 27, 1991, Exhibit 10(x).
       *(v)    Amendment No. 2 dated February 10, 1992 to Amended & Restated
               Credit Agreement - Form 10-K for the year ended October 25, 
               1992, Exhibit 10(xi).
       *(vi)   Second Amended and Restated Credit Agreement dated June 18,
               1993 between VICORP Restaurants, Inc. and Citibank N.A. and 
               NationsBank of Texas, N.A. (Second Amended and Restated Credit 
               Agreement) - Form 10-Q for the quarter ended May 9, 1993, 
               Exhibit 10(a).
       *(vii)  Amendment No. 1 dated May 1, 1995 to Second Amendment and
               Restated Credit Agreement - Form 10-Q for the quarter ended 
               May 14, 1995, Exhibit 10.
       *(viii) Amendment No. 2 dated August 1, 1995 to Second Amendment and 
               Restated Credit Agreement - Form 10-Q for the quarter ended 
               August 6, 1995 - Exhibit 10.
        (ix)   Amendment No. 3 dated October 31, 1995 to Second Amendment
               & Restated Credit Agreement.
        (x)    Executive Compensation Plans and Arrangements
                *(a) 1982 Incentive Stock Option Plan - Registration Statement 
                     2-78250, Exhibit 10(c).
                *(b) Amendment to 1982 Incentive Stock Option Plan - Form 10-Q 
                     for the quarter ended May 10, 1987, Exhibit 10(i).
                *(c) Amendment to 1982 Incentive Stock Option Plan - Form 10-Q 
                     for the quarter ended August 2, 1987, Exhibit 10.
                *(d) Amendment to 1982 Incentive Stock Option Plan - Form 10-Q 
                     for the quarter ended May 8, 1988, Exhibit 10.
                *(e) Amendment to 1982 Incentive Stock Option Plan - Form 10-K 
                     for the year ended October 25, 1992, Exhibit 10(ix).
                 (f) Amendment to 1982 Incentive Stock Option Plan dated 
                     April 11, 1995.
                *(g) 1983 Non-Qualified Stock Option Plan - Registration 
                     Statement 2-83326, Exhibit 10(c).
                *(h) Amendment to 1983 Non-Qualified Stock Option Plan - Form 
                     10-Q for the quarter ended  May 10, 1987, Exhibit 10(ii).
                *(i) Amendment to 1983 Non-Qualified Stock Option Plan - Form 
                     10-K for the year ended October 25, 1992, Exhibit 10(x).
                 (j) Amendment to 1983 Non-Qualified Stock Option Plan dated 
                     April 11, 1995.
                *(k) VICORP Restaurants, Inc. Outstanding Stock Purchase Plan 
                     (1989) - Registration Statement 33-32608, Exhibit 4(h).
                *(l) Deferred Compensation Plan of VICORP Restaurants, Inc. as 
                     amended - Form 10-K for the year ended October 31, 1993, 
                     Exhibit 10(vi)(1).
                *(m) Form Severance Agreement (Executive Officers excluding 
                     Frederickson and Jenkins) - Form 10-K for the year ended 
                     October 31, 1993, Exhibit 10(vi).
                *(n) Severance Agreement Charles R. Frederickson - Form 10-K 
                     for the year ended October 31, 1993, Exhibit 10(vi).
                *(o) Employment Agreement of J. Michael Jenkins dated August
                     26, 1994 - Form 10-K for year ended October 30, 1994, 
                     Exhibit 10 (vi)(n).
                *(p) Stock Option Agreement for J. Michael Jenkins dated August 
                     26, 1994 - Form 10-K for year ended October 30, 1994, 
                     Exhibit 10 (vi)(o).
                 (q) Employment Severance & Release Agreement - James F. Caruso.
                 (r) Employment Severance & Release Agreement - Dennis L. Kuper.
                 (s) Employment Agreement of Nicholas Galanos dated February 3, 
                     1995.
23     - Consents of Accountants
24     - Power of Attorney
27     - Financial Data Schedule


                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the
18th day of January, 1996.

                             VICORP Restaurants, Inc. (Registrant)


                         By /s/ Charles R. Frederickson
                                Charles R. Frederickson, Chairman of the Board 
                                 and Co-Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on January 18, 1996 on
behalf of the registrant and in the capacities indicated.

     Signature                              Title
     ---------                              -----
/s/ Charles R. Frederickson       Chairman of the Board and Co-Chief Executive
(Charles R. Frederickson)          Officer

/s/ J. Michael Jenkins            Director, President and Co-Chief Executive
(J. Michael Jenkins)               Officer

/s/ David D. Womack               Controller
(David D. Womack)                 (Principal Financial and Accounting Officer)


/s/ Charles R. Frederickson
(Charles R. Frederickson)*


* Charles  R. Frederickson, as attorney-in-fact for Carole Lewis Anderson,
Bruce B. Brundage, John C. Hoyt, Robert T. Marto, Dudley C. Mecum, Dennis
B. Robertson, and Arthur Zankel, constituting a majority of the Board of
Directors of the registrant.