UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT TO ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

VICORP Restaurants, Inc.

(Exact name of registrant as specified in its charter)

AMENDMENT NO. 1

The undersigned registrant hereby amends the following items, financial statements, exhibits, or other portions of its Annual Report of 2000 on Form 10-K as set forth in the pages attached hereto:

The information comprising 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; and Item 13. CertainRelationships and Related Transactions.

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

VICORP Restaurants, Inc
(Registrant)

By /s/ Richard E. Sabourin
Executive Vice President/Chief Financial Officer

Date: February 23, 2001

Commission File Number 0-12343

=================================================================
**Item 10. Directors and Executive Officers of the Registrant.***Directors of the Company*  **Served as  **a director**Name and Age**Position**since   
Carole Lewis Anderson, 56
Director of the Company
April 1991
Bruce B. Brundage, 65
Director of the Company
August 1988
Charles R. Frederickson, 63
Chairman of the Board
June 1968
John C. Hoyt, 73
Director of the Company
October 1982
Robert T. Marto, 55
Director of the Company
August 1989
Dennis B. Robertson, 63
Director of the Company
August 1988
Joseph F. Trungale, 59
Director, Chief Executive 
November 1999 
Officer, and President of the Company 
Hunter Yager, 71
Director of the Company
April 1996
Arthur Zankel, 69
Director of the Company
October 1988
	Carole Lewis Anderson became a director in April 1991.  Since June 1995, she has been a principal of Suburban Capital Markets, Inc., a commercial real estate mortgage company.

	Bruce B. Brundage became a director of the Company in August 1988.  Since 1973, Mr. Brundage has been the President of Brundage & Company, a Denver-based company specializing in the private placement of long-term financing andthe negotiation, appraisal, and arrangement of mergers and acquisitions.  Mr. Brundage is also a director of Black Hills Corporation.

	Charles R. Frederickson, a director of the Company since 1968, was appointed to the position of Chairman of the Board in November 1986.

	John C. Hoyt, a director since October 1982, has for more than the past five years been an officer, director, and controlling shareholder of Midwest Pancake Houses, Inc., which is a Village Inn franchisee.  See *CertainRelationships and Related Transactions*.

	Robert T. Marto, a private investor, has been a director since August 1989.  He was the President and Chief Executive Officer of White River Corporation from December 1993 to December 1997.

	Dennis B. Robertson became a director of the Company in August 1988.  In January 2000 he retired from his position as President/CEO of DOCK'S Great Fish, Inc., which operates seafood restaurants.  From October 1991 to January 2000,Mr. Robertson held various positions with DOCK's Great Fish, Inc., including Chairman, Chief Executive Officer, and President.

	Joseph F. Trungale was appointed Chief Executive Officer of the Company in May 2000.  He became a director in November 1999 simultaneously with his appointment as President of the Company.  Since joining the Company in July 1997,he has held various positions with the Company, including Regional Operating Partner for Bakers Square and President/Bakers Square Division.

	Hunter Yager became a director in April 1996.  In 1985 he retired from Grey Advertising, Inc., where he was an Executive Vice President.  Since his retirement, he has been an independent consultant in marketing and advertising.

	Arthur Zankel became a director of the Company in October 1988.  He is a Managing Member of Zankel Capital Advisors, LLC, investment advisors to High Rise Partnerships.  Until December 31, 1999, he was a General Partner of FirstManhattan Co., a money management firm, a position he held for more than five years.  Mr. Zankel is also a director of Citigroup and White Mountains Insurance Group.
*Section 16(a) Beneficial Ownership Reporting Compliance*
	Based solely on a review of the written representation of the Company's directors and executive officers and copies of the reports they have filed with the Securities and Exchange Commission, the Company believes that all Section16(a) filing requirements applicable to its executive officers, directors and greater than ten percent (10%) beneficial owners were followed.
**Item 11. Executive Compensation***Summary of Cash and Certain Other Compensation*
	The following table discloses compensation received by the Company's Chief Executive Officer and named executive officers for the three fiscal years ended October 29, 2000.

 
**Summary Compensation Table**  **Long Term **Annual Compensation**Compensation    **Other      **annual**Securities     **compen-**underlying**All other**Name and principal **Salary**Bonus**sation**options/**compensation**position**Year**($)**($)**($)**SARs (#)**($)       
Charles R. Frederickson (1)
2000
344,231
156,218 
50,000
3,689
Chairman
1999
300,000
125,086
3,721
1998
301,828
120,300
3,861
Robert E. Kaltenbach (2)
2000
344,231
156,218  
3,682
Chief Operating Officer
1999
296,626
105,000  
3,680 
1998
198,463
390,384 
100,000
3,688       
Richard E. Sabourin (3)
2000
250,000
113,500  
3,430
Executive Vice
1999
250,000
104,239  
3,544
President/Chief Financial
1998
250,621
100,250  
3,648
Officer             
Joseph F. Trungale (4)
2000
382,692
173,555 
150,000
523
President/Chief Executive
1999
241,346
157,500
90,000 
379
Officer
1998
253,269
153,075 
50,000
218
(1) The amount shown under "All Other Compensation" represents $3,200 paid each year as the Company's matching contribution under its 401(k) plan and $661, $521, and $489 paid by the Company for term life insurance premiumsfor the years 1998, 1999, and 2000, respectively.

(2) The amount shown under "All Other Compensation" represents $3,200 paid each year as the Company's matching contribution under its 401(k) plan and $488, $480, and $482 paid by the Company for term life insurance premiumsfor the years 1998, 1999, and 2000, respectively.

(3) The amount reflected in the column captioned "All Other Compensation" represents $3,200  paid each year as the Company's matching contribution under its 401(k) plan and $448, $344, and $230 paid by the Company for termlife insurance premiums for the years 1998, 1999, and 2000, respectively.

(4) Under "All Other Compensation," the amount shown represents the Company's payment for term life insurance premiums.  The amount reflected in the column captioned "Other Annual Compensation" represents the amounthe was reimbursed by the Company for his expenses in relocating to Denver.
**Option/SAR Grants in Last Fiscal Year****Individual Grants**Potential realizable value **at assumed annual rates **at assumed annual rates **for term option  **Percent of      **total      **Number of**options/     **underlying**SARs     **options/**granted to     **SARs**employees**Exercise    **granted**in fiscal**or base**Expiration  **Name**(#)**year**price($/sh)**date**5% ($)**10% ($)       
Charles R. Frederickson
50,000
25%
17.44
12/9/09
548,317
1,389,544
Joseph F. Trungale
50,000(1)
25%
16.75
11/1/09
526,699
1,334,759
100,000(2)
50%
20.00
5/8/10
1,257,789
3,187,485
(1) The options vest 16,666 shares on November 1, 1999, and 16,667 shares on November 1, 2000, and 2001.
(2) The options vest 33,333 shares on May 8, 2000, and 2001, and 33,334 shares on May 8, 2002.**Aggregated Option / SAR Exercises in Last Fiscal Year and Fiscal Year-End Option / SAR Values**
	The following table provides information on option/SAR exercises in fiscal 2000 by the named executive officers and the value of such officers' unexercised options/SARs at October 29, 2000.

    **Value of   **Number of**unexercised in   **unexercised**the-money **Shares **options/SARs at**options/SARs at **acquired **fiscal year-end **fiscal year-end **on **Value**(#)**($) **exercise**realized**exercisable/**exercisable/**Name**(#)**($)**unexercisable**unexercisable
Charles R. Frederickson  
50,000/0
0/0
Robert E. Kaltenbach  
70,833/29,167
91,666/45,834
Richard E. Sabourin  
100,000/0
550,000/0
Joseph F. Trungale  
83,332/116,668
95,832/54,168
**Compensation Committee Interlocks and Insider Participation in Compensation Decisions**
	The members of the Compensation Committee for fiscal 2000 were Carole Lewis Anderson, Bruce B. Brundage, Robert T. Marto, Dudley C. Mecum, Dennis B. Robertson, Hunter Yager, and Arthur Zankel.  Mr. Mecum resigned his position as adirector on May 30, 2000.
**Employment Contracts and Termination of Employment and Change-of-Control Arrangements**
	Mr. Sabourin executed an employment agreement of undefined term with the Company in July 1996.  Mr. Sabourin is to receive a base salary of $250,000 per year and is eligible to participate in the incentive bonus program, if any, asapproved annually by the Board of Directors.  Pursuant to the agreement, Mr. Sabourin was granted the option, now fully vested, to purchase a total of 100,000 shares of the Company's Stock at an exercise price of $11.50 per share, the fair market value ofthe Company's Stock on the date of grant.  The agreement provides Mr. Sabourin benefits consistent with those provided to other Company officers.

	Certain employees of the Company, including Messrs. Kaltenbach, Sabourin, and Trungale, have entered into employment severance agreements with the Company.  Those agreements expire December 31, 2001, unless a Change-of-Controloccurs prior to that date, then the agreements expire two years after the Change-of-Control.  If a covered employee is terminated within one year following a Change-of-Control, the employee is entitled to the following payments.  If the termination isbecause of death, disability, retirement, the employee's voluntary action, or for cause (as defined in the agreement), the Company must pay all earned, but unpaid compensation to the date of termination.  If the termination is for other reasons, theCompany must pay all compensation earned and unpaid, as of the date of termination; a lump sum cash payment equal to two times the employee's base salary at the greater of the rate in effect on the date of the Change-of-Control or the Notice ofTermination; and the amount equal to the bonus compensation the employee earned in the most recent fiscal year for which the employee earned a bonus.  Additionally, the Company must provide for eighteen (18) months following termination, or until theemployee obtains other comparable benefits from another employer, medical, hospitalization, and dental benefits comparable to those provided prior to the Change-of-Control.  All stock options granted to the employee become immediately exercisable upon aChange-of-Control.  If the employee is terminated within the second year after a Change-of-Control, the benefits the employee is to receive are the same except the base salary component of the lump sum payment is based upon one, not two, times base salary. 

	Under the severance agreements, a Change-of-Control is defined as a change in beneficial ownership of 50% or more of the combined voting power of the Company; the first purchase of stock in a non-Company sponsored tender orexchange offer; or upon shareholder approval of certain mergers, consolidations, sales, or disposition of substantially all of the Company's assets; a plan of liquidation; or a change in at least two-thirds of the members of the Board absent approval ofthe then existing Board members.

	In April 1989, Mr. Frederickson entered into an employment severance agreement with the Company.  The terms of that agreement are substantially the same as described above for other Company employees except (i) if termination isfor reasons other than cause, disability, retirement or by the voluntary action of the employee, the lump sum cash payment shall be equal to two and three-quarters times his annual base salary plus the amount equal to the bonus compensation to which hewas entitled during the most recent fiscal year in which he earned a bonus; and (ii) if he becomes employed within one year after termination, he shall repay to the Company any cash compensation actually received by him as a result of such employmentduring the one-year period up to a specified amount.
**Report of the Compensation Committee**
	This report discusses the manner in which base salaries, incentive compensation, and stock option grants for the Company's Chief Executive Officers and other executives were determined for the 2000 fiscal year.

	The Company's compensation policies for such officers are administered by the Compensation Committee of the Board of Directors, all members of which are outside directors.  The compensation policies are intended to enhance thefinancial performance of the Company by aligning the financial interest of the Company's executives with those of its shareholders.  The Committee believes that the most effective executive compensation program is one which serves to attract and retaintalented individuals who are incented to achieve both current and long-term management goals in keeping with the ultimate goal of enhancing shareholder value.  

	The primary components of executive compensation are base salary, cash bonus, and longer-term incentives in the form of stock option grants.  

Base Salaries

	The base salary of Mr. Sabourin was established by the terms of his employment agreement.  See*Employment Contracts and Termination of Employment and Change-of-Control Arrangements* for a discussion of that agreement.

	The base salaries of the Chief Executive Officers are addressed below.  The base salary of the remaining executive officer was determined by the Compensation Committee in December 1999.  In making the determination, the Committeereviewed information contained in the 1999 Chain Restaurant Compensation Association Survey, considered the Company's performance, and evaluated the competitiveness of the entire compensation package.  His base salary was in the median range of salariesreflected in the survey.

	The independently conducted Chain Restaurant Compensation Association Survey was deemed to be an appropriate indicator of the competitiveness of the Company's salaries when compared with other restaurant companies because of thenumber and nature of companies participating.  In excess of sixty companies participated.  Public and private companies in various segments of the restaurant industry were represented.  Included among those companies were ones on the Dow Jones RestaurantIndex.

Bonus Program

	In December 1999, the Compensation Committee approved a bonus program for certain officers of the Company, including all the executive officers, which was predicated upon achievement of overall Company performance against a setbaseline of earnings before interest and taxes as computed in accordance with generally accepted accounting principles.  The measure of earnings before interest and taxes and the baseline that was established (which was an increase over the previous year)were selected by the Committee as being appropriate because of their direct relationship to shareholder interest.  Under the program, each participating executive officer could earn a bonus of up to 49% of the executive's base salary.  Bonuses weredetermined by application of a formula that takes into account the extent to which the earnings' target was met or exceeded.  In fiscal 2000, results exceeded by 14.8% of the earnings' target, resulting in a bonus payment to the participating executiveofficers of 45.4% of that individual's base salary.

2000 Stock Options

	The only stock options granted during fiscal 2000 were granted to the Company's Chief Executive Officers.  The decision not to grant additional options was made after the Committee considered the amount and terms of the optionscurrently held by the other executives.  It was the position of the Committee that the options currently granted were comparable to those offered by similar restaurant companies and were sufficient to create a direct link between the long-term interest ofthe executives and the Company's shareholders.
**Compensation of the Chief Executive Officers**
	*Compensation of Mr. Frederickson:*
	In December 1999 Mr. Frederickson's base salary was increased to $350,000, the first increase since 1994, which was at the median range of the companies included in the above-described Chain Restaurant Compensation Associationsurvey.  Contemporaneously he was awarded an option to purchase 50,000 shares of the Company's Common Stock with an exercise price equal to the fair market value of the stock on the date of grant.  The primary factors considered in determining the size ofMr. Frederickson's grant were his significant long-term contributions to the Company, his support of constructive change, and, since he had no options, to provide him an added incentive to increase shareholder value.  He also participated in theabove-described bonus program on the same basis as other executive officers.

	*Compensation of Mr. Trungale:*
	In partial recognition of Mr. Trungale's increased responsibility resulting from his appointment as the Company's President in November 1999, his salary was increased to $400,000 in December 1999.  That amount was at the medianrange of companies included the above-described Chain Restaurant Compensation Association survey.  He also participated in the above-described bonus program on the same basis as other executive officers.  Additionally, in November 1999, upon hisappointment as President, Mr. Trungale was awarded options to purchase 50,000 shares, and in May 2000 upon his appointment as Chief Executive Officer, he was awarded 100,000 shares of the Company's Common Stock with an exercise price equal to the fairmarket value of the stock on the date of the respective grants.  In determining the size of the respective grants, the Committee considered the competitive environment for comparable positions, the need to provide a meaningful long-term incentive,increased responsibilities being undertaken, and a subjective assessment of Mr. Trungale's performance, contributions, and potential.

Deductibility of Compensation

	The Compensation Committee has considered the potential impact of Section 162(m) (the "Section") of the Internal Revenue Code adopted under the Federal Revenue Reconciliation Act of 1993.  The Section disallows a taxdeduction for any publicly-held company for individual compensation exceeding $1 million in any tax year for any of the named executive officers, unless the compensation is performance-based.  The Company intends to structure its compensation plans toachieve maximum deductibility under the Section with minimal sacrifices in flexibility and Company objectives.  The Compensation Committee will consider the deductibility of compensation payments in connection with future compensation arrangements withthe named executive officers, but deductibility will not be the sole factor used by the Compensation Committee in determining appropriate levels or types of compensation.  If, in the judgment of the Compensation Committee, the benefits of a compensationpackage that does not satisfy the requirements of the Section outweigh the costs to the Company of a failure to comply with the Section, the Compensation Committee may adopt compensation arrangements in the future under which payments are not deductibleunder the Section.

Compensation Committee Members

	This report is submitted by the members of the Compensation Committee of the Board of Directors:

Dennis B. Robertson, Chairman
Carole Lewis Anderson
Bruce B. Brundage
Robert T. Marto
Hunter Yager
Arthur Zankel
**Directors' Compensation**
	The non-employee directors' were compensated for their services at the rate of $2,000 per calendar quarter, plus each such director is to receive Common Stock of the Company equal to $20,000 annually, and reimbursement for actualexpenses incurred.  The stock grant is made quarterly.  The quarterly stock grant is $5,000 in value based upon the average closing price of the Company's Common Stock during the last five trading days prior to the end of the quarter rounded to a fullshare.  Each non-employee director can elect to place the shares into the Company's Deferred Stock Plan for non-employee directors.  Additionally, during fiscal year 2000, Ms. Anderson and Messrs. Brundage, Marto, Hoyt, Robertson, Yager, and Zankel werecompensated for their services as members of the Special Committee to evaluate unsolicited expressions of interest received by the Company at the rate of $500 per Committee meeting.
**PERFORMANCE GRAPH**
	The following performance graph reflects the percentage change in the Company's cumulative total shareholder return on common stock as compared with the cumulative total return of the Dow Jones U.S. Total Market Index and the DowJones Restaurant Index. 

 

1995
1996
1997
1998
1999
2000
VICORP Restaurants, Inc.
100.00
131.82
140.91
128.41
153.41
154.55
Dow Jones Restaurant Index
100.00
106.17
107.39
139.68
158.09
125.68
Dow Jones US Total Market Index
100.00
122.19
160.62
190.79
236.90
248.22
 
**Item 12. Security Ownership of Certain Beneficial Owners and Management***Stock*
	The following table sets forth information as of February 21, 2001, with respect to the beneficial ownership of VICORP's Stock by all persons known by the Company to be the beneficial owners of 5% or more of the outstanding shares,each director of the Company, each of the executive officers named in the Summary Compensation Table (see *Executive Compensation*) and all directors and executive officers of the Company as a group.
 **Name and**Amount and   **Address of**Nature of  **Title of**Beneficial **Beneficial **Percent**Class**Owner**Ownership **of Class     
Stock
Southeastern Asset
1,279,900
(1)
18.84%
(par value $.05
Management, Inc.   
per share)
6410 Poplar Avenue, Suite 900    
Memphis, TN 38119         
Quaker Capital 
807,351
(2)************************************************************************************************************************************************************************************