FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


(Mark One)

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


For the Quarterly Period Ended May 2, 1999

                                    OR


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


For the transition period from                to

Commission file number 0-12145


                        AMARILLO MESQUITE GRILL, INC.
            Exact name of registrant as specified in its charter)

            Kansas                                           48-0936946
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                        Identification No.)


                                 Suite 200
                             302 North Rock Road
                           Wichita, Kansas  67206
                   (Address of principal executive offices)
                                 (Zip Code)


                               (316) 685-7286
            (Registrant's telephone number, including area code)




     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X    No     .

     As of May 2, 1999, 7,783,895 shares of common stock $.01 par value were
outstanding.


<PAGE>

                       PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements


                        AMARILLO MESQUITE GRILL, INC.
                              BALANCE SHEETS
                               (Unaudited)

<TABLE>
<CAPTION>
                                 ASSETS                May 2    January 31
                                                       1999        1999
<S>                                                <C>          <C>
Current assets:
   Cash                                            $  318,709   $  214,513
   Accounts receivable                                 24,715       16,912
   Inventories                                        135,183      140,414
   Prepaid expenses and other current assets           74,450      144,950
      Total current assets                            553,057      516,789

Property and equipment:
   Buildings                                        1,107,429    1,107,429
   Leasehold improvements                           2,580,998    2,559,658
   Equipment and fixtures                           4,746,274    4,737,724
   Leased property under capital lease              1,234,626    1,234,626
                                                    9,669,327    9,639,437
   Less: accumulated depreciation and amortization  2,375,253    2,172,730
                                                    7,294,074    7,466,707
Other assets:
   Cost in excess of net tangible assets of
    purchased business, net of amortization
    of $206,389 and $188,184                          740,622      758,827
   Deposits and other                                  38,687       39,187
                                                      779,309      798,014

                                                   $8,626,440   $8,781,510



               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Current notes payable                           $  550,000   $  550,000
   Current portion of long term debt                1,041,176    1,020,795
   Current portion of obligation under capital
      lease                                            40,383       40,383
   Accounts payable                                   775,891      921,831
   Accrued payroll                                    174,604      140,551
   Other accrued liabilities                          664,321      782,746
      Total current liabilities                     3,246,375    3,456,306

Long-term debt, less current portion                5,091,665    5,164,077
Obligation under capital lease, less current
   portion                                            996,046    1,006,142
Advances from affiliate                                48,634       81,587

Stockholders' equity (deficit):
   Preferred stock, $.01 par value, authorized
      10,000,000 shares, none issued                     -            -
   Common stock, $.01 par value, authorized
      20,000,000 shares, issued 7,783,895 shares
      at May 2, 1999 and 7,705,895 at
      January 31, 1999                                 77,839       77,059
   Additional paid-in capital                       6,855,414    6,807,214
   Accumulated deficit                             (7,419,533)  (7,540,875)
   Treasury stock, 60,000 shares of common stock
        at cost                                    (  270,000)  (  270,000)
      Total stockholders' equity (deficit)         (  756,280)  (  926,602)

                                                   $8,626,440   $8,781,510

</TABLE>
[FN]
                See accompanying notes to financial statements.
                                       2


<PAGE>


                        AMARILLO MESQUITE GRILL, INC.
                          STATEMENTS OF OPERATIONS
                                (Unaudited)

<TABLE>
<CAPTION>
                                                    Thirteen Weeks Ended
                                                      May 2     April 26
                                                       1999       1998

<S>                                                <C>          <C>
Net sales                                          $4,630,842   $5,431,041

Costs and expenses:
   Cost of goods sold                               1,592,800    2,060,679
   Operating expenses                               2,201,011    2,554,854
   Depreciation and amortization                      220,728      212,095
   General and administrative                         310,148      413,732
                                                    4,324,687    5,241,360

Operating income                                      306,155      189,681

Other income (expense)
   Interest expense                                (  160,353)  (  159,126)
   Noncash expense from issuance
     of stock options pursuant to
     debt guarantees                               (   24,460)  (   24,460)
                                                   (  184,813)  (  183,586)

Earnings before income taxes                          121,342        6,095
Provision for income taxes                               -            -

Net earnings                                       $  121,342   $    6,095

Net earnings per common share-
   Basic and diluted                               $      .02   $     -

Average shares outstanding-
   Basic and diluted                                7,783,895    7,454,724


</TABLE>

[FN]
                See accompanying notes to financial statements.
                                       3


<PAGE>

                       AMARILLO MESQUITE GRILL, INC.
                          STATEMENTS OF CASH FLOWS
                               (Unaudited)


 <TABLE>
 <CAPTION>
                                                      Thirteen Weeks Ended
                                                      May 2       April 26
                                                       1999          1998

<S>                                                <C>          <C>
Cash flows from operating activities:
   Net earnings                                    $  121,342   $    6,095
   Adjustments to reconcile net earnings
      to net cash provided by operating activities:
      Depreciation and amortization                   220,728      212,095
      Changes in assets and liabilities
       (Increase) decrease in accounts receivable  (    7,803)       2,166
       (Increase) decrease in inventories               5,231   (   17,807)
       (Increase) decrease in prepaid expenses and
          other current assets                         70,500       44,011
        Increase (decrease) in accounts payable    (  145,940)      13,938
        Increase (decrease) in accrued expenses    (   84,372)  (   14,503)
      Noncash expense from issuance of stock
        options pursuant to debt guarantees            24,460       24,460
      Other net                                           500   (    3,620)

            Cash provided by (used in) operating
               activities                             204,646      266,835
Cash flows from investing activities:
   Purchase of property and equipment              (   29,890)  (  400,136)
     Cash used in investing activities             (   29,890)  (  400,136)

Cash flows from financing activities:
   Sale of common stock                                24,520        5,465
   Long-term borrowings                                  -         260,000
   Repayment of long-term borrowings
      and capital lease obligations                (   95,080)  (   83,480)
            Cash provided by financing activities  (   70,560)     181,985

Increase in cash                                      104,196       48,684
Cash at beginning of period                           214,513      563,836

Cash at the end of period                          $  318,709   $  612,520

Supplemental disclosure of cash flow information:
   Cash paid for interest                          $  160,353   $  159,126
   Cash paid for income taxes                                         -

  </TABLE>


  [FN]
                See accompanying notes to financial statements.
                                       4

  <PAGE>

                        AMARILLO MESQUITE GRILL, INC.
                Notes to Consolidated Financial Statements
                                (Unaudited)


                                May 2, 1999


(1) Basis of Presentation
    The accompanying unaudited consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles for
      interim financial information and with the instructions to Form 10-Q and
      Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
      the information and footnotes required by generally accepted accounting
      principles for complete financial statements.  In the opinion of
      management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included.
      Operating results for the three month period ended May 2, 1999 are not
      necessarily indicative of the results that may be expected for the year
      ended January 30, 2000.  For further information, refer to the
      consolidated financial statements and footnotes thereto included in the
      Company's 10-K and Annual Report to Stockholders as filed on April 23,
      1999.

(2) Net Earnings Per Share
    In 1997, the Financial Accounting Standards Board issued SFAS No. 128,
      Earnings Per Share (Statement 128) which replaces the prior accounting
      standard regarding computation and presentation of earnings per share.
      Statement 128 requires a dual presentation of basic earnings per share
      (based on the weighted average number of common shares outstanding) and
      diluted earnings per share which reflects the potential dilution that
      could occur if contracts to issue securities (such as stock options)
      were exercised.  The Company adopted Statement 128 as of January 25,
      1998 and, accordingly, earnings per share data for all periods presented
      has been computed in accordance with Statement 128.  The adoption of
      Statement 128 had no impact on the Company's previously reported loss
      per share data.

    Options to purchase common stock were not included in the computation of
      diluted earnings per common share because the market price of the common
      stock was in excess of the exercise price and the inclusion of such
      options would be antidilutive.  As of May 2, 1999, there are 1,111,725
      options outstanding at a weighted average exercise price of $2.59 which
      may become dilutive in the future.



                                       5

<PAGE>



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

Results of Operations

Three Months Ended May 2, 1999 Compared to Three Months Ended April 26, 1998.

    For the three months ended May 2, 1999, sales were $4,630,842 as compared
to sales of $5,431,041 for the first quarter of the prior year.  As of May 2,
1999, the Company operated twelve Amarillo Mesquite Grills as compared to
twelve Amarillo Mesquite Grills and one Cotton Patch Cafe as of April 26, 1998.
Of the $800,199 decrease in sales, approximately $418,000 was due to
restaurants operated during the quarter a year ago that were not open during
the current quarter.  The remainder can be attributed to several factors
including increased competition in most markets and due to comparing current
sales levels with high opening sales volumes of a year ago from new
restaurants.

    Cost of sales, as a percentage of total sales, was 34.4% and 37.9% for the
1999 and 1998 periods respectively.  The decrease in cost of sales, as a
percentage of sales, was the result of implementing a new menu during the third
quarter of last year resulting in an improvement in cost of sales of 3.5%.

    Operating expenses, as a percentage of total sales, were 47.5% and 47.0%
for the 1999 and 1998 periods respectively.

    General and administrative expenses, as a percentage of sales, was 6.7% for
the quarter ended May 2, 1999, as compared to 7.6% for the first quarter of the
prior year.  The decrease in general and administrative, as a percentage of
total sales, is the result of reducing the dollar amount of general and
administrative expenses, principally, training labor and area management
expense.

    Depreciation and amortization is directly related to the acquisition and
disposition of fixed assets.  Fixed assets and the related depreciation expense
remained relatively constant during the current quarter as compared to a year
ago.

    Interest expense was $160,353 for the quarter ended May 2, 1999 as compared
to $159,126 for the same period a year ago.  The Company's short and long-term
debt and interest rate remained relatively constant during the current quarter
as compared to a year ago.

    The Company incurred noncash expenses of $24,460 for the 1999 and 1998
periods respectively, relating to the issuance of stock options pursuant to
debt guarantees.

Liquidity and Capital Resources

    The Company's primary sources of funding to finance its business have been
its cash flow from operations, and proceeds principally from long term debt.
On May 2, 1999 and January 31, 1999, the Company had an excess of current
liabilities over current assets of $2,693,318 and $2,939,517, respectively.
Management anticipates being able to sustain the current level of trade payable
financing and higher cash flow from operations in fiscal 2000 and that such
higher operating cash flow will enable the Company to meet its financial
obligations in fiscal 2000 as they come due. Cash flow from operations was
$204,646 in the first quarter of fiscal 2000 compared to cash flow of $266,835
in the first quarter of fiscal 1999.

    Substantially, all of the Company's revenues are derived from cash sales.
The Company does not maintain significant receivables and inventories;
therefore, working capital requirements for operations are not significant.


                                       6

<PAGE>

    The Company plans to continue expansion of the Amarillo Mesquite Grill
concept in fiscal 2000.  The Company intends to lease existing restaurant
properties which are suitable for conversion to the Amarillo Mesquite Grill
concept.  It is expected that each conversion will require approximately
$300,000 to $500,000 for equipment and remodel costs.  A ground-up proto-type
restaurant will cost approximately $1.3 million for the land, building and
equipment.  The Company is holding discussions with an investment banking firm
regarding a private placement of convertible securities which would enable the
Company to open approximately eight to ten new Amarillo Grill restaurants.  The
company has no commitments for financing at this time.  In order for the
Company to meet its expansion goals for fiscal 2000, it will need to raise
additional funds through debt or equity instruments, the availability and terms
of which will depend upon market and other conditions.  There can be no
assurance that such additional financing will be available on terms acceptable
to the Company.

Year 2000

    The Company maintains an outsourcing agreement for its accounting software
and has been advised that its outsourcer is capable of processing in the year
2000.  Three of the Company's restaurants operate on a different point of sale
system that has not been assessed, while the restaurants' point of sale system
for all the remaining restaurants is believed to be year 2000 compliant.  Other
various restaurant equipment has not been assessed to determine if it is date
sensitive and possibly out of compliance.  Any computer system that is not year
2000 compliant could potentially be disruptive to the Company's operations, but
actual impact has not been determined.

    This report contains certain forward-looking statements, including those
relating to the opening of additional restaurants and planned capital
expenditures.  Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, actual results
could differ materially from such forward-looking statements.  In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company that objectives and plans of the Company will be
achieved.





                                       7

<PAGE>

                          PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities.

         Not Applicable.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Not applicable.

Item 5.  Other Information.

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         Reports Form 8-K

         Not applicable

         Exhibits

         27 Financial Data Schedule






                                       8

<PAGE>

                                 SIGNATURES




     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                              AMARILLO MESQUITE GRILL INC.
                                    (Registrant)




Date  May 20, 1999             /s/LINN F. HOHL
                                  Linn F. Hohl - Vice President
                                                  of Finance,
                                                  Secretary and
                                                  Treasurer