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 Charter)
                              
                              AMENDMENT NO. 1
                              
                              
     The undersigned registrant hereby amends the following items, financial 
statements, exhibits or other portions of its Annual Report of 1998 on Form 
10-K as set forth in the pages attached hereto:

     Exhibit 10 is hereby added, which exhibits add the Option 
Agreement of Robert E. Kaltenbach dated April 9, 1998; the Option 
Agreement of Robert E. Kaltenbach dated October 2, 1998; the Option 
Agreement of Joseph F. Trungale dated October 2, 1998; Incentive Program 
Document Defined Positions of Officers and Directors dated December 14, 1998:
the Incentive Program Document President/Bakers Square dated December 14, 
1998; and the Incentive Program Document President/Village Inn dated
December 14, 1998.

     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
                            -----------------------
                                  Richard E. Sabourin
                                  Executive Vice President/
                                   Chief Financial Officer

Date: February 11, 1999
Commission File Number 0-12343

                              
                              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.
            - * (i) Specimen Stock Certificate - Form 10-K for the year ended 
                    October 30, 1988.
                
10          - Material Contracts
              * (i) Franchise Operating Agreement - Registration Statement 
                    2-83326, Exhibit 10(b).
              *(ii) U. S. $40,000,000 Amended and Restated Credit Agreement 
                    dated December 19, 1997 between Vicorp Restaurants, Inc. 
                    and NationsBank of Texas, N.A. and U. S. Bank National 
                    Association - Form 10-K for the year ended October 31, 
                    1997.
              (iii) Executive Compensation Plans and Arrangements
                *(a) VICORP Restaurants, Inc. Outstanding Stock Purchase Plan 
                     (1989) - Registration Statement 33-32608, Exhibit 4(h).
                *(b) VICORP Restaurants, Inc. Stock Purchase Plan -
                     Registration Statement 333-11003, Form S-8 dated 
                     August 28, 1996.
                *(c) Deferred Compensation Plan of VICORP Restaurants, Inc.
                     dated May 1, 1996 - Form 10-Q/A for the quarter ended
                     July 31, 1996, Exhibit 10(iii).
                *(d) Severance Agreement Charles R. Frederickson - Form 10-K 
                     for the year ended October 31, 1993, Exhibit 10(vi).
                *(e) Employment Agreement for Richard E. Sabourin dated 
                     July 25, 1996 - Form 10-Q for the quarter ended July 31, 
                     1996, Exhibit 10(ii)(b).  
                *(f) Stock Option Agreement of Richard E. Sabourin dated
                     August 19, 1996 - Form 10-Q for the quarter ended 
                     July 31, 1996, Exhibit 10(ii)(d).
                *(g) Amended and Restated 1982 Stock Option Plan - Form 10-K 
                     for the year ended October 31, 1997, Exhibit 10(iii)(j).
                *(h) Amended and Restated 1983 Stock Option Plan - Form 10-K 
                     for the year ended October 31, 1997, Exhibit 10(iii)(b).
                *(i) Form Severance Agreement (Executive Officers excluding 
                     Frederickson) - Form 10-Q for the quarter ended July 31, 
                     1998.
                 (j) Stock Option Agreement of Robert E. Kaltenbach dated 
                     April 9, 1998.
                 (k) Stock Option Agreement of Robert E. Kaltenbach dated 
                     October 2, 1998.
                 (l) Stock Option Agreement of Joseph F. Trungale dated 
                     October 2, 1998.
                 (m) Incentive Program Document Defined Positions of Officers 
                     and Director dated December 14, 1998.
                 (n) Incentive Program Document of President/Bakers Square
                     dated December 14, 1998.
                 (o) Incentive Program Document of President/Village Inn
                     dated December 14, 1998.

23          - Consent of Accountants
24          - Power of Attorney
27          - Financial Data Schedule