<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q




[x]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Act of 1934 for the Quarterly Period ended September 28, 1997.

Commission File Number: 0-14968
                       --------------------------------------------------------

                                 EATERIES, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Oklahoma                              73-1230348
--------------------------------------------  ---------------------------------
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)              Identification No.)

       3240 W. Britton Rd., Ste. 202, 
         Oklahoma City, Oklahoma                          73120
--------------------------------------------  ---------------------------------
   (Address of principal executive offices)             (Zip Code)

                                 (405) 755-3607
-------------------------------------------------------------------------------
              (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.

[X]Yes    [ ]No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.  As of November 10, 1997,
3,852,059 common shares, $.002 par value, were outstanding.
<PAGE>   2
                        EATERIES, INC. AND SUBSIDIARIES
                                   FORM 10-Q

                                     INDEX

                                                                            Page

     Part I.   FINANCIAL INFORMATION

       Item 1. Financial Statements

              Condensed Consolidated Balance Sheets December 29, 1996 and
                      September 28, 1997 (unaudited). . . . . . . . . . . . .  4

              Condensed Consolidated Statements of 
                 Income (unaudited)
                    Thirteen weeks ended September 29, 1996
                    and September 28, 1997  . . . . . . . . . . . . . . . . .  5

                    Thirty-nine weeks ended September 29, 1996              
                    and September 28, 1997. . . . . . . . . . . . . . . . . .  6

              Condensed Consolidated Statements of 
                 Cash Flows (unaudited)
                    Thirty-nine weeks ended September 29, 1996 
                    and September 28, 1997. . . . . . . . . . . . . . . . . .  7

              Notes to Condensed Consolidated Financial 
                 Statements (unaudited) . . . . . . . . . . . . . . . . . . .  8

       Item 2.     Management's Discussion and Analysis of 
                   Financial Condition and Results of 
                   Operations . . . . . . . . . . . . . . . . . . . . . . . . 12


     Part II.  OTHER INFORMATION

       Item 6.     Exhibits and Reports on Form 8-K. . . . . . . . . . . . .  21


                                      2
<PAGE>   3
                                     PART I


                             FINANCIAL INFORMATION



                                      3
<PAGE>   4
ITEM 1.  FINANCIAL STATEMENTS.

                        EATERIES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                     December 29,             September 28,
                                                        1996                      1997     
                                                    ------------               ------------
                                                                               (unaudited)
     <S>                                            <C>                       <C>
                               ASSETS
     CURRENT ASSETS:
     Cash and cash equivalents                      $    695,481               $    773,759
     Receivables                                         801,546                    938,879
     Deferred income taxes                               387,000                    683,000
     Inventories                                       1,400,262                  1,381,180
     Other                                               209,929                    330,335
                                                    ------------               ------------
          Total current assets                         3,494,218                  4,107,153
                                                    ------------               ------------
     PROPERTY AND EQUIPMENT                           33,024,956                 34,713,114
     Less landlord finish-out allowances             (13,896,522)               (14,308,064)
     Less accumulated depreciation and              
       amortization                                   (5,444,896)                (6,658,594)
                                                    ------------               ------------
          Net property and equipment                  13,683,538                 13,746,456
                                                    ------------               ------------
     DEFERRED INCOME TAXES                               975,000                    518,000
     OTHER ASSETS, net                                   555,945                    717,081
                                                    ------------               ------------
                                                    $ 18,708,701               $ 19,088,690
                                                    ============               ============

     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
          Accounts payable                          $  4,359,571               $  2,610,959
          Accrued liabilities                          2,562,336                  2,381,525
          Current portion of long-term
            obligations                                   28,308                     28,093
                                                    ------------               ------------
               Total current liabilities               6,950,215                  5,020,577
                                                    ------------               ------------
     OTHER NONCURRENT LIABILITIES                        638,017                    730,420
                                                    ------------               ------------
     LONG-TERM OBLIGATIONS, net of
       current portion                                 1,470,715                  3,315,000
                                                    ------------               ------------

     COMMITMENTS
     STOCKHOLDERS' EQUITY:
          Preferred stock, none issued                         -                          -
          Common stock                                     8,287                      8,411
          Additional paid-in capital                   9,340,519                  9,437,653
          Retained earnings                            1,666,092                  2,143,912
                                                    ------------               ------------
                                                      11,014,898                 11,589,976
          Treasury stock, at cost,
            282,761 shares at
            December 29, 1996 and
            353,264 shares at
            September 28, 1997                        (1,365,144)                (1,567,283)
                                                    ------------               ------------
               Total stockholders' equity              9,649,754                 10,022,693
                                                    ------------               ------------
                                                    $ 18,708,701               $ 19,088,690  
                                                    ============               ============ 
</TABLE>

           See notes to condensed consolidated financial statements.




                                      4
<PAGE>   5
                        EATERIES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                     Thirteen Weeks Ended
                                                                               September 29,          September 28,
                                                                                  1996                   1997     
                                                                               ------------           ------------    

     <S>                                                                      <C>                     <C>
     REVENUES:
        Food and beverage sales                                                $ 13,851,215           $ 14,580,114
        Franchise fees and royalties                                                 64,058                 65,011
        Other income                                                                 83,572                 89,651
                                                                               ------------           ------------    
                                                                                 13,998,845             14,734,776
                                                                               ------------           ------------    
     COSTS AND EXPENSES:
       Costs of sales                                                             4,226,479              4,111,161
       Operating expenses                                                         7,986,366              8,627,166
       Pre-opening costs                                                            230,000                 92,000
       General and administrative                                                   869,832                939,556
       Depreciation and amortization                                                480,772                578,497
       Interest expense                                                              51,042                 68,074
                                                                               ------------           ------------    
                                                                                 13,844,491             14,416,454
                                                                               ------------           ------------    

     INCOME BEFORE INCOME TAXES                                                     154,354                318,322

     PROVISION FOR INCOME TAXES                                                      45,000                 93,000
                                                                               ------------           ------------    

     NET INCOME                                                                $    109,354           $    225,322
                                                                               ============           ============

     WEIGHTED AVERAGE COMMON AND
       COMMON EQUIVALENT SHARES                                                   4,086,807              4,018,968
                                                                               ============           ============

     NET INCOME PER SHARE                                                      $       0.03           $       0.06
                                                                               ============           ============
</TABLE>





           See notes to condensed consolidated financial statements.




                                      5
<PAGE>   6
                        EATERIES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                  Thirty-nine Weeks Ended
                                                                             September 29,            September 28,
                                                                                1996                       1997     
                                                                             ------------               ------------
     <S>                                                                      <C>                        <C>
     REVENUES:
        Food and beverage sales                                              $ 39,730,073               $ 42,136,103
        Franchise fees and royalties                                              197,533                    198,703
        Other income                                                              268,614                    312,775
                                                                             ------------               ------------
                                                                               40,196,220                 42,647,581
                                                                             ------------               ------------
     COSTS AND EXPENSES:
       Costs of sales                                                          12,143,784                 11,989,724
       Operating expenses                                                      23,437,647                 24,951,860
       Pre-opening costs                                                          504,000                    266,000
       General and administrative                                               2,665,845                  2,927,616
       Depreciation and amortization                                            1,353,600                  1,652,646
       Interest expense                                                           118,564                    183,915
                                                                             ------------               ------------
                                                                               40,223,440                 41,971,761
                                                                             ------------               ------------

     INCOME (LOSS) BEFORE INCOME TAXES                                            (27,220)                   675,820

     PROVISION (BENEFIT) FOR INCOME TAXES                                          (8,000)                   198,000
                                                                             ------------               ------------

     NET INCOME (LOSS)                                                       $    (19,220)              $    477,820
                                                                             ============               ============

     WEIGHTED AVERAGE COMMON AND
       COMMON EQUIVALENT SHARES                                                 3,954,108                  4,019,128
                                                                             ============               ============

     NET INCOME (LOSS) PER SHARE                                             $      (0.00)              $       0.12
                                                                             ============               ============
</TABLE>





           See notes to condensed consolidated financial statements.




                                      6
<PAGE>   7

                        EATERIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                                       Thirty-nine Weeks Ended
                                                                                  September 29,         September 28,
                                                                                      1996                  1997     
                                                                                  ------------           ----------- 
    <S>                                                                             <C>                   <C>
    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
    Cash flows from operating activities:
      Net income (loss)                                                           $    (19,220)          $   477,820
      Adjustments to reconcile net income (loss) to net
        cash provided by operating activities:
         Depreciation & amortization                                                 1,353,600             1,652,646
         Gain on sale of assets                                                         (3,271)               (6,165)
         Common stock bonuses                                                            7,741                 8,600
         Deferred income taxes                                                          (8,000)              198,000
         (Increase) decrease in:
           Receivables                                                                (432,038)             (267,055)
           Inventories                                                                  80,159                19,082
           Other                                                                       (41,084)             (120,406)
         Increase (decrease) in:
           Accounts payable                                                          1,515,188            (1,228,403)
           Accrued liabilities                                                        (475,615)             (194,147)
           Other noncurrent liabilities                                                 17,903                92,403  
                                                                                  ------------           ----------- 
    Total adjustments                                                                2,014,583               154,555  
                                                                                  ------------           ----------- 
      Net cash provided by operating activities                                      1,995,363               632,375
                                                                                  ------------           ----------- 

    Cash flows from investing activities:
      Capital expenditures                                                          (6,096,471)           (2,949,271)
      Landlord allowances                                                            2,601,074             1,225,408
      Proceeds from sale of property and equipment                                      36,379                15,063
      Increase in other assets                                                         (12,381)              (18,677) 
                                                                                  ------------           ----------- 
       Net cash used in investing activities                                        (3,471,399)           (1,727,477)
                                                                                  ------------           ----------- 
    Cash flows from financing activities:
      Payments on notes payable to vendor                                              (13,139)                    -
      Payments on long-term obligations                                                (18,710)              (20,930)
      Borrowing under note payable                                                           -               115,000
      Net borrowings under revolving credit agreement                                1,900,000             1,750,000
      Decrease in bank overdraft included in
       accounts payable                                                                     -               (520,209)
      Proceeds from sale of common stock                                                   969                   325
      Proceeds from exercise of stock options                                           60,727                26,333
      Payment of withholding tax liabilities
       related to acquisition of treasury stock                                              -               (17,224)
      Purchases of treasury stock                                                            -              (159,915)
                                                                                  ------------           ----------- 
       Net cash provided by financing activities                                     1,929,847             1,173,380
                                                                                  ------------           ----------- 

    Net increase in cash & cash equivalents                                            453,811                78,278
    Cash and cash equivalents at beginning of period                                 1,001,954               695,481
                                                                                  ------------           ----------- 
    Cash and cash equivalents at end of period                                    $  1,455,765           $   773,759
                                                                                  ============           ===========
</TABLE>



           See notes to condensed consolidated financial statements.




                                      7
<PAGE>   8
                        EATERIES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

Note 1 - Basis of Preparation

The accompanying unaudited condensed 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
Article 10 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.  The Company changed its fiscal
year-end in the first quarter of 1996 to a 52/53 week year ending on the last
Sunday in December.  As a result of this change, each of the Company's quarters
will consist of thirteen weeks.  In a 53 week fiscal year, the fourth quarter
will include fourteen weeks. Operating results for thirteen and thirty-nine
week periods ended September 28, 1997, are not necessarily indicative of the
results that may be expected for the year ending December 28, 1997.  For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 29, 1996.

Note 2 - Balance Sheet Information

         Receivables are comprised of the following:
<TABLE>
<CAPTION>
                                                                         December 29,              September 28,
                                                                            1996                       1997
                                                                         ------------               ------------
         <S>                                                             <C>                        <C>
         Franchisees . . . . . . . . . .                                 $     53,685               $     26,809
         Insurance refunds . . . . . . .                                      164,219                    356,157
         Landlord finish-out allowances                                       188,866                     50,000
         Vendor rebates. . . . . . . . .                                      226,322                    330,235
         Other . . . . . . . . . . . . .                                      168,454                    175,678
                                                                         ------------               ------------    
                                                                         $    801,546               $    938,879
                                                                         ============               ============
</TABLE>


         Accrued liabilities are comprised of the following:

<TABLE>
<CAPTION>
                                                                          December 29,              September 28,
                                                                             1996                       1997
                                                                          ------------              ------------
         <S>                                                              <C>                       <C>
         Compensation. . . . . . . . . .                                  $  1,388,058              $  1,355,414
         Taxes, other than income. . . .                                       456,681                   428,201
         Other . . . . . . . . . . . . .                                       717,597                   597,910
                                                                          ------------              ------------    
                                                                          $  2,562,336              $  2,381,525
                                                                          ============              ============ 
</TABLE>





                                      8
<PAGE>   9
Note 3 - Supplemental Cash Flow Information

For the thirty-nine weeks ended September 29, 1996 and September 28, 1997, the
Company had the following non-cash investing and financing activities:

<TABLE>
<CAPTION>
                                                                              Thirty-nine Weeks Ended
                                                                         September 29,             September 28,
                                                                             1996                      1997
                                                                         ------------              ------------
        <S>                                                              <C>                       <C>
        Net decrease in receivables for
          landlord finish-out allowances                                 $   (568,538)              $  (138,866)
        Increase in additional paid-in
          capital as a result of tax
          benefits from the exercise of
          non-qualified stock options                                          56,000                    37,000
        Acquisition of treasury stock
          upon exercise of stock options                                         -                       25,000
        Sale of property and equipment
          in exchange for notes receivable                                       -                      160,000
        Asset write-offs related to
          restaurant closures                                                    -                       13,334
</TABLE>

Note 4 - Provision for Restaurant Closures and Other Disposals

During 1995, the Company approved and began the implementation of a plan to
close four underperforming restaurants.  In 1996, the Company identified two
additional restaurants for closure.  As of September 28, 1997, the Company has
closed all six of these restaurants and has incurred all costs associated with
these closures.  Management expects the effect of closing these underperforming
stores to result in improved margins and increased profitability in future
periods.  In the normal course of business, management performs a regular
review of the strength of its operating assets.  It is management's plan to
continue to make such decisions to dispose of assets it considers in the best
long-term interest of the Company's shareholders.

Note 5 - Stock Put Agreements

In April, 1997, the Company entered into stock put agreements with two of its
executive officers (who also serve on the Company's Board of Directors).  Under
the agreements, in the event of the officer's death while an employee of the
Company, their respective estate or other legal representative has the right
(but not the obligation) to compel the Company to purchase all or part of the
common stock owned by or under stock option agreements with the deceased
officer or the members of their immediate families (i.e. spouse or children) or
controlled by any of them through trusts, partnerships, corporations or other
entities on the date of their death.  The per share purchase price payable by
the Company for common stock purchased under the agreements is the greater of
the highest closing stock price during the 60 days preceding the officer's
death or two times the





                                      9
<PAGE>   10
net book value per share as of the last day of the calendar month immediately
preceding the officer's death.  In any event, the total purchase price cannot
exceed the proceeds payable to the Company from the key man life insurance
policy maintained on the life of the respective officer.

Note 6 - New Accounting Standards

In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," which requires the calculation of basic and diluted earnings per share
(EPS).  Basic EPS includes no dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common
shares outstanding for the period.  Diluted EPS is computed by dividing net
income available to common stockholders by the sum of the weighted-average
number of common shares outstanding for the period plus common stock
equivalents.  The Statement is effective for periods ending after December 15,
1997, and the Company believes the effect on its EPS will be immaterial.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
and SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," which is effective for financial statements for periods beginning
after December 15, 1997.  The Company plans to adopt both of these accounting
standards as of the first day of fiscal year 1998.

SFAS No. 130 requires that all items required to be recognized under accounting
standards as components of comprehensive income, consisting of both net income
and those items that bypass the income statement and are reported in a balance
within a separate component of stockholders' equity, be reported in a financial
statement that is displayed with the same prominence as other financial
statements.  The Company does not believe that comprehensive income will differ
materially from net income.

SFAS No. 131 establishes standards for reporting information about operating
segments in annual financial statements and requires selected information about
operating segments in interim financial reports issued to shareholders.  It
also establishes standards for related disclosures about products and services,
geographic areas, and major customers.  The Company does not anticipate the
adoption of this new accounting standard will create additional business
segment reporting requirements.

Note 7 - Pending Acquisition

In August, 1997, the Company announced that it had signed a letter of intent to
purchase 17 Mexican restaurants from Famous Restaurants, Inc. for a purchase
price of approximately $10 million plus the assumption of certain liabilities. 
The restaurants being acquired generated sales of approximately $32 million in
1996. The Company plans to finance the transaction primarily through a bank





                                      10
<PAGE>   11
loan.  The Company has received an approved commitment from a bank for a $9.5
million acquisition loan as well as a $6 million line of credit to replace the
Company's existing $5 million line of credit.  As of the date of this report,
the Company is continuing negotiations related to this acquisition and expects
to conclude the transaction during the fourth quarter.




                                      11
<PAGE>   12
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

From time to time, the Company may publish forward-looking statements relating
to certain matters including anticipated financial performance, business
prospects, the future opening of Company-owned and franchised restaurants,
anticipated capital expenditures and other similar matters.  All statements
other than statements of historical fact contained in this Form 10-Q or in any
other report of the Company are forward-looking statements.  The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements.  In order to comply with the terms of that safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements.
In addition, the Company disclaims any intent or obligation to update those
forward-looking statements.

INTRODUCTION

As of September 28, 1997, the Company owned and operated 43 and  franchised
eight Garfield's casual theme dinnerhouse restaurants. The Company currently
has two additional Garfield's restaurants under development to be opened in
1998.  As of September 28, 1997, the entire system includes 46 (43 Garfield's,
two Pepperoni Grills and one test Casa Ole) Company-owned and eight franchised
Garfield's restaurants.

PERCENTAGE RESULTS OF OPERATIONS AND RESTAURANT DATA

The following table sets forth, for the periods indicated, (i) the percentages
that certain items of income and expense bear to total revenues, unless
otherwise indicated, and (ii) selected operating data:




                                      12
<PAGE>   13
<TABLE>
<CAPTION>
                                                                       THIRTEEN WEEKS ENDED             THIRTY-NINE WEEKS ENDED
                                                                   September 29,   September 28,      September 29,    September 28,
                                                                       1996             1997              1996             1997
                                                                     -------------------------         ---------------------------
                <S>                                                   <C>              <C>              <C>                <C>
                Statements of Income Data:
                Revenues:
                  Food and beverage sales  . . . .                       98.9%            99.0%            98.8%              98.8%
                  Franchise fees and royalties . .                        0.5%             0.4%             0.5%               0.5%
                  Other income . . . . . . . . . .                        0.6%             0.6%             0.7%               0.7%
                                                                     -------------------------         ---------------------------
                                                                        100.0%           100.0%           100.0%             100.0%
                Costs and Expenses:
                  Costs of sales (1) . . . . . . .                       30.5%            28.2%            30.6%              28.5%
                  Operating expenses(1). . . . . .                       57.7%            59.2%            59.0%              59.2%
                  Pre-opening costs (1). . . . . .                        1.7%             0.6%             1.3%               0.6%
                  General and administrative . . .                        6.2%             6.4%             6.6%               6.9%
                  Depreciation and amortization (1)                       3.5%             4.0%             3.4%               3.9%
                  Interest expense . . . . . . . .                        0.4%             0.5%             0.3%               0.4%
                                                                     -------------------------         ---------------------------
                                                                         98.9%            97.8%           100.1%              98.4%
                                                                     -------------------------         ---------------------------
                Income (loss) before income taxes .                       1.1%             2.2%            (0.1%)              1.6%
                Provision (benefit) for income taxes                      0.3%             0.6%            (0.0%)              0.5%
                                                                     -------------------------         ---------------------------
                Net income (loss) . . . . . . . . .                       0.8%             1.5%            (0.0%)              1.1%
                                                                     =========================         ===========================
                Selected Operating Data:
                (Dollars in thousands)
                System-wide sales:
                  Company restaurants. . . . . . .                   $ 13,851         $ 14,580         $ 39,730           $ 42,136
                  Franchise restaurants. . . . . .                      2,085            2,059            6,155              6,010
                                                                     -------------------------         ---------------------------
                    Total . . . . . . . . . . . .                    $ 15,936          $16,639         $ 45,885           $ 48,146
                                                                     =========================         ===========================
                Number of restaurants (at end of period):
                  Company restaurants. . . . . . .                         44               46
                  Franchise restaurants. . . . . .                          8                8
                                                                     -------------------------
                    Total . . . . . . . . . . . .                          52               54
                                                                     =========================         
</TABLE>


(1) As a percentage of food and beverage sales.

RESULTS OF OPERATIONS

For the thirteen weeks ended September 28, 1997, the Company recorded net
income of $225,000 ($.06 per share) on revenues of $14,735,000.  This compares
to net income of $109,000 ($.03 per share) for the thirteen weeks ended
September 29, 1996, on revenues of $13,999,000.  For the thirty-nine weeks
ended September 28, 1997, the Company reported net income of $478,000 ($.12 per
share) compared to a net loss of $(19,000) ($(.00) per share) for the thirty-
nine weeks ended September 29, 1996.

REVENUES

Company revenues for the thirteen and thirty-nine weeks ended September 28,
1997 increased 5% and 6%, respectively, over the revenues reported for the same
periods in 1996.  The revenue increase relates primarily to increased food and
beverage sales during the thirteen and thirty-nine week periods in 1997.  The
number of Company restaurants operating at the end of each respective period
and the number of operating months during each period were as follows:





                                      13
<PAGE>   14
<TABLE>
<CAPTION>
                                                        Number of                       Average Monthly
                                                    Operating Months                    Sales Per Unit
                                              ----------------------------        ---------------------------
         Period              Number of        Thirteen         Thirty-nine        Thirteen        Thirty-nine
         Ended               Units Open         Weeks             Weeks            Weeks             Weeks
-------------------          ----------       ---------        -----------        ---------       -----------
 <S>                             <C>             <C>               <C>            <C>              <C>
 September 28, 1997              46              135               397            $ 108,000        $ 106,100
 September 29, 1996              44              128               378            $ 108,200        $ 105,100
</TABLE>

For the thirteen weeks ended September 28, 1997, average monthly sales per unit
decreased $200 or 0.2% versus the quarter ended September 29, 1996.  Average
monthly sales per unit increased by $1,000 or 1.0% for the thirty-nine weeks
ended September 28, 1997 versus the previous year's results.  This year-to-date
increase is comprised of a 5.3% increase during the first quarter of 1997
partially offset by a 1.2% decrease in the second quarter and the 0.2% decrease
in the third quarter.  Management believes average monthly sales per unit
during the first quarter of 1997 increased due to the following reasons:

         The Company expanded its electronic advertising campaign into
         additional markets during the first quarter of 1997.

         Between July, 1996 and January, 1997, the Company has rolled out three
         new menu revisions which included selective modest price increases
         (inline with competitor pricing on comparable food selections) and
         introduced new higher-priced product selections that were featured in
         the Company's electronic and newspaper advertising campaigns.

         As a result of a change in the Company's fiscal year, the Company's
         1996 fiscal year ended on December 29, 1996.  This moved two of the
         Company's highest sales volume days (December 30 and 31) into the
         first quarter of 1997.

         As a result of the Company's strategy to close underperforming
         locations, the mix of restaurants open during the first quarter of
         1997 represents a higher sales volume mix than was open during the
         first quarter of 1996.

The second and third quarter decreases are primarily due to decreased liquor
sales.  Based on this decrease, a new liquor merchandising plan has been
developed and implemented during the fourth quarter of 1997.

Franchise fees and continuing royalties were $199,000 and $198,000 in the
thirty-nine weeks ended September 28, 1997 and September 29, 1996,
respectively.  At September 28, 1997 and September 29, 1996, there were eight
franchise restaurants in service.  Subsequent to September 28, 1997, the
Company signed an agreement for a new franchised Garfield's in Vincennes, IN.




                                      14
<PAGE>   15
Management expects this location to open during the second quarter of 1998.
The Company has also notified an existing franchisee that the related franchise
agreement had expired, but the franchise will be permitted to operate on a
month-to-month basis pending further negotiations.

Other income for the thirty-nine weeks ended September 28, 1997, was $313,000
(0.7% of total revenues) as compared to the previous year's amount of $269,000
(0.7% of total revenues).

COSTS AND EXPENSES

The following is a comparison of costs of sales and labor costs (excluding
payroll taxes and fringe benefits) as a percentage of food and beverage sales
at Company-owned restaurants:

<TABLE>
<CAPTION>
                                               Thirteen Weeks Ended                       Thirty-nine Weeks Ended
                                         ---------------------------------          ----------------------------------
                                         September 29,        September 28,         September 29,         September 28,
                                             1996                 1997                  1996                  1997
                                         ------------         ------------          ------------          ------------
      <S>                                    <C>                  <C>                   <C>                   <C>
      Costs of sales                         30.5%                28.2%                 30.6%                 28.5%

      Labor costs                            27.2%                27.8%                 28.1%                 27.4%
                                         ------------         ------------          ------------          ------------
      Total                                  57.7%                56.0%                 58.7%                 55.9%
                                         ============         ============          ============          ============
</TABLE>

The decrease in cost of sales percentages during the thirteen and thirty-nine
week periods ended September 28, 1997, versus the 1996 comparable periods
relates to continued menu development, increased vendor rebates and improved
store-level food and beverage cost controls.

The decrease in labor costs as a percentage of food and beverage sales during
the thirteen and thirty-nine week periods ended September 28, 1997, versus the
1996 comparable periods primarily relates to a new scheduling program, a
reduction in the average number of managers per store and continued refinement
of restaurant operations resulting in reduced kitchen labor costs. Effective
September 1, 1997, the Federal minimum wage increased from $4.75 per hour to
$5.15 per hour.  Management does not expect this increase to have a significant
impact on labor costs.

For the thirteen weeks ended September 28, 1997, operating expenses as a
percentage of food and beverage sales increased to 59.2% from 57.7% in the 1996
thirteen week period. An increase was also experienced during the thirty-nine
weeks ended September 28, 1997, during which operating expenses were 59.2%, as
compared to the 1996 period level of 59.0%.  Both 1997 period increases in
operating expenses as a percent of sales are attributable to increased
marketing and advertising costs and restaurant occupancy costs partially offset
by lower labor costs (as previously explained).

Restaurant pre-opening costs, which are expensed as incurred, were $92,000 and
$230,000 for the thirteen weeks ended





                                      15
<PAGE>   16
September 28, 1997 and September 29, 1996, respectively, and $266,000 and
$504,000 for the 1997 and 1996 thirty-nine week periods ended, respectively.
Three restaurants were developed in the first thirty-nine weeks of 1997 while
five restaurants were developed in the 1996 period.  The Company plans to open
no additional restaurants in 1997.

Under the Company's policy of expensing pre-opening costs as incurred, income
from operations, on an annual and quarterly basis, could be adversely affected
during periods of restaurant development; however, the Company believes that
its initial investment in the restaurant pre-opening costs yields a long-term
benefit of increased operating income in subsequent periods.

During the thirteen and thirty-nine week periods ended during September 28,
1997 and September 29, 1996, general and administrative costs as a percentage
of total revenues increased to 6.4% and 6.9%, respectively, from 6.2% and 6.6%,
respectively. These increases primarily relate to an increase in incentive
compensation and severance costs.  The higher absolute levels of general and
administrative costs in 1997 as compared to 1996 amounts are related primarily
to additional personnel costs and related costs of operating the expanding
restaurant system.  The Company anticipates that its costs of supervision and
administration of Company and franchise stores will increase at a slower rate
than revenue increases during the next few years.

Depreciation and amortization expense increased for the first thirty-nine weeks
of 1997 to $1,653,000 (3.9% of food and beverage sales) compared to $1,354,000
(3.4% of food and beverage sales) in 1996. The cost increase relates
principally to the increase in net assets subject to depreciation and
amortization in 1997 versus 1996 because of additional restaurants opened since
October, 1996, and the remodeling of existing restaurants.

During the quarter ended September 28, 1997, interest expense was $68,000 (0.5%
of total revenues) versus $51,000 (0.4% of total revenues) for the quarter
ended September 29, 1996.  For the thirty-nine week period ended September 28,
1997, interest expense increased to $184,000 (0.4% of total revenues) from
$119,000 (0.3% of total revenues) in the comparable 1996 period. These
increases primarily relate to an increase in the average borrowing amount and a
higher average interest rate under the Company's revolving credit agreement
during 1997 versus 1996.

INCOME TAXES

The Company's provision for income taxes was $198,000 during the first
thirty-nine weeks of 1997 versus a benefit for income taxes of $(8,000) for the
1996 comparable period.  The effective tax rates for the periods are as
follows:





                                      16
<PAGE>   17
<TABLE>
<CAPTION>
                                                            Thirteen Weeks                  Thirty-nine Weeks
                                                        ---------------------             ----------------------
                                                        1996             1997             1996             1997
                                                        -----           -----             -----            -----
      <S>                                               <C>             <C>               <C>              <C>
      Effective income tax rates                        29.2%           29.2%             29.4%            29.3%
</TABLE>

NET INCOME (LOSS) PER SHARE AMOUNTS

Net income (loss) per share amounts are computed by dividing net income (loss)
by the weighted average number of common and dilutive common equivalent shares
outstanding during the period. Per share amounts are based on total outstanding
shares plus the assumed exercise of all dilutive stock options and warrants.
Common and common equivalent share amounts were 4,018,968 and 4,086,807 in the
thirteen weeks ended September 28, 1997 and September 29, 1996, respectively,
and 4,019,128 and 3,954,108 in the thirty-nine weeks ended September 28, 1997
and September 29, 1996, respectively. Under the treasury stock method of
computation, outstanding stock options and warrants represented 161,407 and
242,256 dilutive common equivalent shares for the quarters ended September 28,
1997 and September 29, 1996, respectively.

In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," which requires the calculation of basic and diluted earnings per share
(EPS).  Basic EPS includes no dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common
shares outstanding for the period.  Diluted EPS is computed by dividing net
income available to common stockholders by the sum of the weighted-average
number of common shares outstanding for the period plus common stock
equivalents.  The Statement is effective for periods ending after December 15,
1997, and the Company believes the effect on its EPS will be immaterial.

IMPACT OF INFLATION

The impact of inflation on the costs of food and beverage products, labor and
real estate can affect the Company's operations.  Over the past few years,
inflation has had a lesser impact on the Company's operations due to the lower
rates of inflation in the nation's economy and economic conditions in the
Company's market area.

Management believes the Company has historically been able to pass on increased
costs through certain selected menu price increases and has offset increased
costs by increased productivity and purchasing efficiencies, but there can be
no assurance that the Company will be able to do so in the future. Management
anticipates that the average cost of restaurant real estate leases and
construction cost could increase in the future which could affect the Company's
ability to expand.  In addition, mandated health care could significantly
increase the Company's





                                      17
<PAGE>   18
costs of doing business.

LIQUIDITY AND CAPITAL RESOURCES

At September 28, 1997, the Company's working capital ratio was .82 to 1
compared to .50 to 1 at December 29, 1996.  The Company's working capital was
$(913,000) at September 28, 1997, versus $(3,456,000) at December 29, 1996.  As
is customary in the restaurant industry, the Company has operated with negative
working capital and has not required large amounts of working capital.
Historically, the Company has leased the majority of its restaurant locations
and through a strategy of controlled growth, financed its expansion principally
from operating cash flow, proceeds from the sale of common stock and utilizing
the Company's revolving line of credit.

During the thirty-nine weeks ended September 28, 1997, the Company had net cash
provided by operating activities of $632,000 as compared to net cash provided
by operating activities of $1,995,000 during the comparable 1996 period.

The Company planned to open three units (all of which have been opened as of
September 28, 1997) during 1997 in restaurant locations leased in regional
malls.  The Company believes the cash generated from its operations and
borrowing availability under its credit facility (described below), will be
sufficient to satisfy the Company's net capital expenditures and working
capital requirements during 1997.

In August, 1995, the Company entered into an agreement with a bank for a
revolving line of credit for $3,000,000.  In July, 1996, this line of credit
was increased to $5,000,000 and the term was extended by one year to August,
1999.  This revolver is unsecured, has a three year term and contains customary
financial covenants.  This credit facility provides the Company additional
borrowing capacity to continue its expansion plans over the next several years.

In April, 1997, the Company's Board of Directors authorized the repurchase of
up to 200,000 shares of the Company's common stock. In July, 1997, an
additional 200,000 shares were authorized for repurchase.  As of September 28,
1997, 55,100 shares had been repurchased under this plan for a total purchase
price of approximately $160,000.  No additional shares have been repurchased
subsequent to September 28, 1997.

RECENT EVENT

In August, 1997, the Company announced that it had signed a letter of intent to
purchase 17 Mexican restaurants from Famous Restaurants, Inc. for a purchase
price of approximately $10 million plus the assumption of certain liabilities.
The restaurants being acquired generated sales of approximately $32 million in
1996. The Company plans to finance the transaction primarily through a bank





                                      18
<PAGE>   19
loan.  The Company has received an approved commitment from a bank for a $9.5
million acquisition loan as well as a $6 million line of credit to replace the
Company's existing $5 million line of credit.  As of the date of this report,
the Company is continuing negotiations related to this acquisition and expects
to conclude the transaction during the fourth quarter.





                                      19
<PAGE>   20
                                    PART II

                               OTHER INFORMATION





                                      20

<PAGE>   21


ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K.

    (a)    Exhibit 11.1 - Computation of Net Income Per Share.
           Exhibit 27.1 - Financial Data Schedule.

    (b)    No reports on Form 8-K were filed during the thirteen weeks ended
           September 28, 1997.




                                      21
<PAGE>   22
                                   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.


                                     EATERIES, INC.  
                                      Registrant


Date:  November 10, 1997             By: /s/ COREY GABLE
                                        -------------------------
                                         Corey Gable 
                                         Vice President/Treasurer
                                         Chief Financial and
                                         Accounting Officer




                                      22
<PAGE>   23
                               INDEX TO EXHIBITS

EXHIBIT NO.                       DESCRIPTION

  11.1                    Computation of Net Income Per Share

  27.1                    Financial Data Schedule