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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                 FORM 10-KSB/A
    
(Mark One)
[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934

                    FOR THE FISCAL YEAR ENDED JANUARY 3, 1998
                                                        or
[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
                         Commission file number 1-12104

                             BACK YARD BURGERS, INC.
                 (Name of small business issuer in its charter)

           DELAWARE                                             64-0737163
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                              identification no.)

         2768 COLONY PARK DRIVE
           MEMPHIS, TENNESSEE                                        38118
(Address of principal executive offices)                          (Zip code)

                                 (901) 367-0888
                           (Issuer's telephone number)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES
                              EXCHANGE ACT OF 1934:

                                                         Name of Each Exchange
Title of Each Class                                       on Which Registered
-------------------                                       -------------------

     None                                                         None


              SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE SECURITIES
EXCHANGE ACT OF 1934:

                                                        Name of Each Market
     Title of Each Class                                  on Which Listed
     -------------------                                  ---------------

Common Stock, $.01 par value                          NASDAQ Small-Cap Market

         Check whether the Issuer (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
                     ---   ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of registrant's knowledge in definitive proxy or in
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The Issuer's revenues for its most recent fiscal year were $26,034,000.

         The aggregate market value of voting Common Stock, $.01 par value, held
by non-affiliates on March 20, 1998, was approximately $7,776,000.

         The number of shares outstanding of the Registrant's Common Stock, $.01
par value and Preferred Stock, $.01 par value, as of March 20, 1998, was
4,540,404 and 40,556, respectively.

===============================================================================

         CERTAIN PORTIONS OF PART II ARE INCORPORATED BY REFERENCE FROM THE
REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED JANUARY 3, 1998
AND CERTAIN PORTIONS OF PART III ARE INCORPORATED BY REFERENCE FROM THE
REGISTRANT'S PROXY STATEMENT RELATING TO THE ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON MAY 21, 1998.
Transitional Small Business Disclosure Format Yes     No X
                                                 ---    ---
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                     Description
------                     -----------

<S>             <C>
 3.1            Restated Certificate of Incorporation.(6)

 3.2            Amended and Restated By-Laws.(3)

 4.1            Specimen Common Stock Certificate.(3)

 4.2            Warrant of ABYB delivered to a stockholder of ABYB, who received a like
                number of ABYB shares (the "Bridge Investor") as part of certain
                short-term unsecured financing provided to ABYB in February 28,
                1993.(1) Such Warrant is now a Warrant for a like number of the 
                Registrant's common shares.

 4.3            Underwriter's Warrant delivered to Franklin-Lord, Inc.(2)

10.1            Employment Agreement, dated April 15, 1993, between the Registrant and
                Lattimore M. Michael.(1)

10.2            Form of Employment Agreement executed as of June 6, 1993, between the
                Registrant and Joseph L. Weiss.(3)
</TABLE>


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<TABLE>
<S>             <C>
10.3            Form of Employment Agreement executed as of June 6, 1993, between the
                Registrant and William N. Griffith.(3)

10.4            Form of Incentive Stock Option Plan of 1993.(1)

10.5            Lease, dated February 1, 1990, between Trezevant Properties and the
                Registrant.(1)

10.6            Joint Venture Agreement of Lester's Back Yard Burgers Joint Venture I by
                and among William L. Lester, Pattie F. Lester, Patricia B. Litow, Elizabeth
                B. Fox and Back Yard Burgers, Inc., dated November 15, 1994.(5)

10.7            Joint Venture Agreement of Lester's Back Yard Burgers Joint Venture II by
                and among William L. Lester, Pattie F. Lester, Patricia B. Litow, Elizabeth
                B. Fox, Charles B. Fox, David P. Fox and Back Yard Burgers, Inc., dated
                November 15, 1994.(5)

10.8            1995 Employee Stock Purchase Plan of Back Yard Burgers, Inc.(6)

10.9            The 1995 Incentive Award Plan of Back Yard Burgers, Inc.(6)

10.10           Joint Venture Agreement of Lester's Back Yard Burgers Joint Venture III
                by and among Pattie F. Lester, Patricia B. Litow, Elizabeth B. Fox, Charles
                B. Fox, David P. Fox, Alexandra B. Litow, Andrew R. Litow and Back Yard
                Burgers, Inc., dated September 12, 1995.(6)

10.11           Line of Credit Commitment by and between Trust One Bank and Back Yard
                Burgers, Inc. dated December 20, 1995.(7)

10.12           Loan commitment by and between Phoenix Leasing Incorporated and Back
                Yard Burgers, Inc. dated October 4, 1996.(8)

10.13           Loan commitment by and between Trust One Bank and Back Yard Burgers,
                Inc. dated January 23, 1997.(8)

10.14           Capital Contribution Agreement between Back Yard Burgers, Inc. and BYB
                Properties, Inc. dated October 10, 1997.(9)

10.15           Trademark Assignment by Back Yard Burgers, Inc. to BYB Properties, Inc.
                dated October 10, 1997.(9)

10.16           Trademark License Agreement between BYB Properties, Inc. and
                Back Yard Burgers, Inc. dated October 10, 1997.(9)

10.17           Revolving Loan Agreement regarding Uncommitted Line of Credit
                Agreement from BYB Properties, Inc. to Back Yard Burgers, Inc.
                dated October 10, 1997.(9)

10.18           Promissory Note of Back Yard Burgers, Inc. to BYB Properties,
                Inc. dated October 10, 1997 in the original principal amount of
                $6,000,000.(9)
</TABLE>
    


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<PAGE>   4

   
<TABLE>
<S>             <C>
10.19           Tax Sharing Agreement between BYB Properties, Inc. and Back Yard  
                Burgers, Inc. dated October 10, 1997.(9)                             
                
10.20           Loan Agreement by and between Trust One Bank and Back Yard
                Burgers, Inc. dated December 15, 1997.(9)
                
10.21           Promissory Note of Back Yard Burgers, Inc. to Trust One Bank in
                the original principal amount of $460,000 dated December 15,
                1997.(9)

11              Statement re: Computation of Net Income (Loss) per Share(9)

13*             Registrant's Annual Report to Stockholders for the 53-week
                period ended January 3, 1998. Portions of the Annual Report not
                specifically incorporated by reference herein are not deemed to
                be filed herewith.

21              Subsidiaries of the Registrant.(9)

27              Financial Data Schedule (for SEC use only) (9)
</TABLE>
    

--------------

*    Filed herewith.

(1)  Previously filed with the Securities and Exchange Commission (the
     "Commission") as an Exhibit to the Registrant's Form SB-2 on April 20, 1993
     (File No. 33-61356).

(2)  Previously filed with the Commission as an Exhibit to the Registrant's
     Amendment No. 1 to Form SB-2 on June 11, 1993 (File No. 33-61356).

(3)  Previously filed with the Commission as an Exhibit to the Registrant's
     Amendment No. 2 to Form SB-2 on June 25, 1993 (File No. 33-61356).

(4)  Previously filed with the Commission as an Exhibit to the Registrant's Form
     10-KSB, dated January 1, 1994 and filed on March 30, 1994.

(5)  Previously filed with the Commission as an Exhibit to the Registrant's Form
     10-KSB, dated December 31, 1994 and filed on March 31, 1995.

(6)  Previously filed with the Commission as an Exhibit to the Registrant's Form
     10-QSB, dated September 30, 1995 and filed on November 14, 1995.

(7)  Previously filed with the Commission as an Exhibit to the Registrant's Form
     10-KSB, dated December 30, 1995 and filed on March 29, 1996.

(8)  Previously filed with the Commission as an Exhibit to the Registrant's Form
     10-KSB, dated December 28, 1996 and filed on March 28, 1997.

   
(9)  Previously filed with the Comission as an Exhibit to the Registrant's Form
     10-KSB, dated January 3, 1998 and filed on April 3, 1998.
    

(b)  Reports on Form 8-K

     None.


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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       BACK YARD BURGERS, INC.



                                       By:      /s/ Lattimore M. Michael
                                          -------------------------------------
                                          Lattimore M. Michael, Chairman
                                          and Chief Executive Officer

   
                                       Date:    April 20, 1998
                                            -----------------------------------
    

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities
indicated on the dates indicated.

   
<TABLE>
<CAPTION>
Signature                                            Title                                       Date
---------                                            -----                                       ----


<S>                                                  <C>                                         <C>
/s/ Lattimore M. Michael                             Chairman, Chief Executive Officer           April 20, 1998
--------------------------------------------           and Director
Lattimore M. Michael                                               


/s/ Joseph L. Weiss                                  President, Chief Operating Officer          April 20, 1998
--------------------------------------------           and Director
Joseph L. Weiss                                                    


/s/ William N. Griffith                              Executive Vice President and Director       April 20, 1998
--------------------------------------------
William N. Griffith


/s/ Stephen J. King                                  Chief Financial Officer                     April 20, 1998
--------------------------------------------
Stephen J. King                                       and Director


/s/ William B. Raiford, III                          Director                                    April 20, 1998
--------------------------------------------
William B. Raiford, III


/s/ W. Kurt Henke                                    Director                                    April 20, 1998
--------------------------------------------
W. Kurt Henke


/s/ Joe Colonnetta                                   Director                                    April 20, 1998
--------------------------------------------
Joe Colonnetta
</TABLE>
    


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