UNITED STATES
                       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                December 31, 1997
                          ---------------------------------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [No Fee Required]

For the transition period from ____________________ to ________________________

                         Commission file number 0-28058

                              BIG CITY BAGELS, INC.
                 ______________________________________________
                 (Name of small business issuer in its charter)

             New York                                  11-3137508
_______________________________             __________________________________
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

 99 Woodbury Road, Hicksville, New York                               11801
________________________________________                            __________
(Address of principal executive offices)                            (Zip Code)

                                 (516) 932-5050
                _______________________________________________
                (Issuer's telephone number, including Area Code)






         The Registrant hereby amends the following items, financial statements,
exhibits  or other  portions  of its Annual  Report on Form  10-KSB for the year
ended December 31, 1997 as set forth in the pages attached hereto:

       Item 9.   Directors and Executive Officers of the Registrant
       Item 10.  Executive Compensation
       Item 11.  Security Ownership of Certain Beneficial Owners and Management
       Item 12.  Certain Relationships and Related Transactions


<PAGE>



                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  following  table  sets forth  certain  information  regarding  the
Company's  executive  officers  and  directors.  Except as  otherwise  set forth
herein, executive officers serve at the discretion of the Board of Directors.


Name                 Age      Position
----------------    ----      ---------
Mark Weinreb....     45       Chairman of the Board, Chief Executive Officer 
                               and Secretary

Jerry Rosner....     38       President, Chief Operating Officer and Director

Stanley Weinreb.     70       Director

Stanley Raphael.     62       Director

Howard J. Fein..     56       Chief Financial Officer

         Mark  Weinreb has been the  Chairman  of the Board and Chief  Executive
Officer of the Company  since its  inception in December  1992 and has served as
the Company's  Secretary  since January 1998. From 1975 to 1989, Mr. Weinreb was
employed by Bio Health  Laboratories,  Inc. ("Bio  Health"),  a medical  testing
laboratory,  and from 1985 to 1989,  he was an owner and vice  president  of Bio
Health, which was sold in 1989. During his tenure at Bio Health, Mr. Weinreb was
responsible  for  day-to-day  operations,  including  overseeing  the  technical
aspects  of the  laboratory,  negotiating  property  and  equipment  leases  and
handling financing proposals,  mergers and acquisitions.  From 1989 to 1992, Mr.
Weinreb  managed his  private  investments.  Mark  Weinreb is the son of Stanley
Weinreb.

         Jerry Rosner has been President, Chief Operating Officer and a director
of the  Company  since  inception.  From 1983 to August  1995,  Mr.  Rosner  was
President and co-owner of Bagel Boss East, Inc.  ("Bagel Boss"),  a company that
owned and  operated a bagel store in Bay Shore,  New York.  At Bagel  Boss,  Mr.
Rosner was  responsible  for all aspects of  operations,  including  production,
recipe development, equipment purchases, lease negotiations, labor relations and
wholesale  operations.  Mr.  Rosner has over 20 years of experience in the bagel
industry.

         Stanley  Weinreb has been a director of the Company since inception and
served as Vice  President of the Company from  inception to January  1998.  From
1952 to 1989,  he was  President  and owner of Bio  Health,  a company  which he
founded.  During his tenure at Bio Health,  Mr. Weinreb was the medical director
of the laboratory and was responsible for quality  control,  obtaining state and
federal  licenses and regulatory  compliance.  Stanley  Weinreb is the father of
Mark Weinreb.

         Stanley  Raphael has been a director of the Company since inception and
served as Secretary of the Company from  inception to January 1998.  Since 1984,
he has  served  as  President  and a  director  of Trade  Consultants,  Inc.,  a
management  consulting company.  Prior to 1984, Mr. Raphael was an international
trader of oils, chemicals and petrochemicals. He currently is a director of Edge
Petroleum Corp.

         Howard J. Fein has been Chief  Financial  Officer of the Company  since
February 1998. Mr. Fein is a certified  public  accountant and since 1972 he has
been a principal  of Fein & Fein,  P.C.,  a private  accounting  firm located in
Hicksville, New York.

         The executive officers of the Company are elected annually by the Board
of Directors and serve at the discretion of the Board.


                                        2

<PAGE>



Compliance with Section 16(a) of the Exchange Act

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of the Company's  Common Stock to file reports of ownership and
changes  in  ownership  with  the  Securities  and  Exchange  Commission.  These
reporting  persons  also are  required to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's  knowledge,  based solely on its
review of the copies of such forms furnished to it and  representations  that no
other  reports  were  required,  the Company  believes  that all  Section  16(a)
reporting  requirements  were complied  with during the year ended  December 31,
1997.


ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth information concerning  compensation for
services in all capacities  awarded to, earned by or paid to the Company's Chief
Executive  Officer  and each of the other most highly  paid  executive  officers
whose compensation exceeded $100,000 in the year ended December 31, 1997:
<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE
                                                                                 Annual Compensation
                                                          -----------------------------------------------------------
                                                                                                         Other Annual
                                                                         Salary           Bonus          Compensation
Name and Principal Position                               Year             ($)             ($)               ($)
----------------------------------------------            ----           ------           -----          ------------
<S>                                                       <C>            <C>              <C>               <C>          
Mark Weinreb                                              1997           185,696           --                --
Chairman of the Board, Chief Executive Officer            1996           149,000           --                --
and Secretary                                             1995           17,138            --                --

Jerry Rosner                                              1997           185,696           --                --
President and Chief Operating Officer                     1996           149,000           --                --
                                                          1995           17,138            --                --

</TABLE>


         The  executive  officers of the Company named above  routinely  receive
other  benefits  from the  Company,  the amounts of which are  customary  in the
industry.  The  Company  has  concluded,  after  reasonable  inquiry,  that  the
aggregate  amounts of such benefits  during the year ended December 31, 1997 did
not exceed the lesser of $50,000 or 10% of the  compensation  set forth above as
to any named individual.



                                        3

<PAGE>



         The following  table  summarizes  the number of shares and the terms of
stock options granted to the Company's  Chief Executive  Officer and each of the
other most highly paid executive officers whose  compensation  exceeded $100,000
in the year ended December 31, 1997:


<TABLE>
<CAPTION>
                          OPTION/SHARE GRANTS DURING YEAR ENDED DECEMBER 31, 1997
                          -------------------------------------------------------
                                              Individual Grants
                                             --------------------
                                                           % of Total
                                                         Options/Shares                        Market
                                          Options/         Granted to          Exercise       Price on
Name and Position                          Shares         Employees in          Price         Date of       Expiration
During Period                              Granted         Fiscal Year        ($/Share)      Grant ($)         Date
-----------------------------------       ---------       ------------        ----------    -----------   ------------
<S>                                       <C>                 <C>                <C>          <C>           <C>   
Mark Weinreb                              10,000(1)           14.9%              5.375        5.375         3/30/2007
Chairman of the Board, Chief
Executive Officer and Secretary

Jerry Rosner                              10,000(1)           14.9%              5.375        5.375         3/30/2007
President and Chief Operating
Officer
</TABLE>


(1)      Represents immediately exercisable options to purchase 10,000 shares of
         Common  Stock  granted  pursuant  to the  terms of the  Company's  1996
         Performance Equity Plan ("1996 Plan"),  which provides for stock option
         grants of 10,000  shares to be made to each  director of the Company on
         March 31st of each year. See "--1996 Performance Equity Plan."

Employment Agreements

         The Company has entered into  employment  agreements  with each of Mark
Weinreb,  its Chairman of the Board, Chief Executive Officer and Secretary,  and
Jerry Rosner, its President and Chief Operating  Officer,  providing for initial
terms expiring on December 31, 1998, and base annual  salaries of $125,000 until
completion of the Company's  initial public offering (which was completed in May
1996) and $165,000 thereafter,  plus annual 10% increases. These agreements also
provide that the Company will continue to pay the base salary to the employee or
legal  representative  in  the  event  of  the  employee's  termination  due  to
disability or death for a six-month period following termination. The agreements
contain  provisions  prohibiting  the employee from  competing  with the Company
during the term of employment and for a period of two years thereafter.

1996 Performance Equity Plan

         In March 1996,  the Company  adopted the 1996  Performance  Equity Plan
("1996 Plan").  The 1996 Plan authorizes the granting of awards of up to 350,000
shares of Common Stock to the Company's key employees,  officers,  directors and
consultants.  Awards  consist of stock  options (both  nonqualified  options and
options  intended to qualify as  "Incentive"  stock options under Section 422 of
the  Internal  Revenue  Code of 1986,  as  amended),  restricted  stock  awards,
deferred stock awards,  stock appreciation  rights and other stock-based awards,
as described in the 1996 Plan.

         On March 31st of each  calendar  year during the term of the 1996 Plan,
assuming  there are enough shares then  available for grant under the 1996 Plan,
each person who is then a director of the Company will be awarded  stock options
to purchase  10,000  shares of Common Stock at the fair market value thereof (as
determined  in  accordance  with  the  1996  Plan),  all of  which  options  are
immediately  exercisable  as of the date of grant and have a term of ten  years.
These are the only  awards  which may be granted to a  director  of the  Company
under the 1996 Plan.  The 1996 Plan is  administered  by the Board of  Directors
which  determines  the  persons  (other than  directors)  to whom awards will be
granted,  the  number of awards to be  granted  and the  specific  terms of each
grant,  including the exercisability  thereof,  subject to the provisions of the
1996 Plan.


                                        4

<PAGE>



         In connection with qualified stock options,  the exercise price of each
option may not be less than 100% of the fair market value of the Common Stock on
the date of grant  (or 110% of the fair  market  value in the case of a  grantee
holding more than 10% of the  outstanding  stock of the Company).  The aggregate
fair market value of shares for which  qualified  stock options are  exercisable
for the first  time by such  employee  during any  calendar  year may not exceed
$100,000.  Nonqualified  stock  options  granted  under  the 1996  Plan are also
required  to have  exercise  prices not less than the fair  market  value of the
Common Stock on the date of grant.

         The 1996 Plan also contains certain change in control  provisions which
could  cause  options and other  awards to become  immediately  exercisable  and
restrictions and deferral limitations applicable to other awards to lapse in the
event  any  "person,"  as such term is used in  Sections  13(d) and 14(d) of the
Exchange  Act,  including a "group" as defined in Section  13(d),  but excluding
certain shareholders of the Company,  acquires beneficial ownership of more than
25% of the Company's outstanding shares of Common Stock.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth  certain  information  as of April 15,
1998,  with  respect  to (i) those  persons  or groups  known to the  Company to
beneficially own more than 5% of the Company's Common Stock, (ii) each director,
(iii) each executive  officer whose  compensation  exceeded $100,000 in the year
ended  December 31, 1997,  and (iv) all directors  and  executive  officers as a
group.  The information is determined in accordance with Rule 13d-3  promulgated
under the Securities  Exchange Act of 1934 based upon  information  furnished by
the persons  listed or contained in filings made by them with the Securities and
Exchange Commission.  Except as indicated below, the shareholders listed possess
sole voting and investment power with respect to their shares.

<TABLE>
<CAPTION>
                                                                       Amount and Nature of        Percent
Name and Address of Beneficial Owner(1)                                Beneficial Ownership        of Class
------------------------------------                                   --------------------        --------
<S>                                                                       <C>                        <C>  
Management Group (2).......................................               2,935,456                  43.2%
Mark Weinreb...............................................                 879,538(3)(4)            13.1%
Jerry Rosner...............................................                 810,154(3)(4)            12.0%
Stanley Weinreb............................................                 625,851(3)(4)             9.3%
Stanley Raphael............................................                 619,913(3)(4)(5)          9.2%
All executive officers and directors
  as a group (five persons)................................               2,960,397(6)               43.6%
</TABLE>

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

(1)  The address of each of the persons  listed,  other than Mr. Rosner,  is c/o
     Big City Bagels,  Inc. 99 Woodbury Road,  Hicksville,  New York 11801.  Mr.
     Rosner's  address is c/o Big City Bagels,  Inc.,  3101 West Coast  Highway,
     Suite 311, Newport Beach, California 92663.

(2)  The  Management  Group  consists of Mark  Weinreb,  Jerry  Rosner,  Stanley
     Weinreb and Stanley Raphael,  each of whom is a party to, and has agreed to
     vote their shares in accordance with, the Founders'  Shareholder  Agreement
     described below. Each of the members of this group shares voting power with
     respect to the  shares of Common  Stock  held by each of the  members.  The
     number of shares set forth in the table  includes  the shares  held by each
     member,  including an aggregate of 80,000  shares of Common Stock  issuable
     upon exercise of currently exercisable options.

(3)  Does not include shares held by other members of the Management  Group (see
     Note 2) with  respect to which each  member  shares  voting  power with the
     other members of such group.

(4)  Includes  20,000 shares of Common Stock issuable upon exercise of currently
     exercisable options.


                                        5

<PAGE>



(5)  Includes  5,938  shares of Common  Stock owned by Trade  Consultants,  Inc.
     Pension Fund, of which Mr. Raphael is the trustee.

(6)  Includes an  aggregate  of 80,000  shares of Common  Stock  issuable to the
     directors of the Company upon  exercise of currently  exercisable  options.
     Also includes 24,941 shares of Common Stock owned by Howard J. Fein,  Chief
     Financial Officer of the Company.


Founders' Shareholder Agreement

         Mark Weinreb,  Jerry Rosner,  Stanley  Weinreb and Stanley  Raphael are
parties to the  Founders'  Shareholder  Agreement and the shares of Common Stock
beneficially owned by them are subject to the terms of the Founders' Shareholder
Agreement.  Pursuant  to the  Founders'  Shareholder  Agreement,  each of  these
members  has  agreed to vote his shares  for the  election  of each of the other
members  of the group as a  director  of the  Company as long as each such other
member owns at least 100,000  shares of Common Stock.  In addition,  the members
have granted a right of first refusal to the others with respect to any sales of
Common Stock held by them other than pursuant to a registration  statement under
the Securities Act or pursuant to Rule 144 promulgated thereunder.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since the  Company's  inception,  its  operations  have been  partially
funded from time to time by loans to the Company made  directly by Mark Weinreb,
Stanley  Weinreb  and  Stanley  Raphael,  or  indirectly  through   corporations
controlled by Mark Weinreb and Stanley  Weinreb (the  "Shareholder  Loans").  At
December 31, 1995, the principal  amount of the  Shareholder  Loans,  which bear
interest  at 10% per  annum,  aggregated  $462,468,  of  which an  aggregate  of
$375,000 was paid during the year ended  December 31,  1996,  and the  remaining
balance was entirely repaid as of December 31, 1997.

         Pumpernickel Partners,  L.P.  ("Pumpernickel  Partners") was a Delaware
limited  partnership  formed in August 1993 that owned and operated two Big City
Bagels  franchises in Costa Mesa and Laguna  Niguel,  California.  Mark Weinreb,
Stanley  Weinreb and Stanley  Raphael each owned  22.5%,  and Jerry Rosner owned
10%, of the general  partner,  Bagel Partners,  Inc. ("Bagel  Partners"),  which
owned a 5% interest in  Pumpernickel  Partners.  The remaining 22.5% interest of
Bagel  Partners  was  owned  by an  individual  responsible  for the  day-to-day
operations of the two stores  operated by Pumpernickel  Partners.  Mark Weinreb,
Stanley  Weinreb and Stanley  Raphael also owned a 6.9%,  6.9% and 3.45% limited
partnership interest in Pumpernickel Partners,  respectively.  Immediately prior
to the closing of the  Company's  initial  public  offering,  all of the limited
partners of  Pumpernickel  Partners  contributed  to the Company  their  limited
partnership interests in Pumpernickel  Partners,  and all of the shareholders of
Bagel  Partners  contributed  to the Company  all of the capital  stock of Bagel
Partners in exchange for an  aggregate of 181,250  shares of Common Stock of the
Company.  As a result of their  interests  in Bagel  Partners  and  Pumpernickel
Partners,  Mark  Weinreb,  Jerry  Rosner,  Stanley  Weinreb and Stanley  Raphael
received 13,913, 904, 13,913 and 7,975 shares of Common Stock, respectively.

         In May 1996, Monroe Parker Securities,  Inc. ("Monroe Parker") acted as
the underwriter in connection  with the Company's  initial public  offering,  in
which  the  Company  raised  approximately  $5,175,000  of  gross  proceeds.  In
connection with the initial public  offering,  the Company paid to Monroe Parker
10%  commissions and a 3%  nonaccountable  expense  allowance.  The Company also
agreed to sell to designees of Monroe  Parker,  for a nominal fee, Unit Purchase
Options to purchase up to an aggregate of 112,500 Units, each Unit consisting of
one share of Common  Stock and one Class A Warrant.  The Unit  Purchase  Options
were  exercisable at $4.80 per Unit from May 1997 to May 2001 and were exercised
in July 1997. As a designee of Monroe Parker,  Stephen Drescher, the Director of
Corporate  Finance of Monroe  Parker and a director of the Company  from October
1996 to December 1997,  received 11,250 Unit Purchase  Options.  Pursuant to the
Underwriting Agreement,  the Company also engaged Monroe Parker as its financial
consultant  until May 1998 for a monthly  fee of $1,000.  In order to induce the
exercise of the Company's Class A and Class B Warrants,  during 1997 the Company
reduced the exercise  price of these warrants to $2.50 per share during a 90-day
special exercise period and did not require two Class B Warrants to be exercised
in tandem to receive one share of Common  Stock.  In addition,  for each warrant
exercised  during the special  exercise period, a new Class A Warrant was issued
to the exercising  holder.  During a subsequent  special  exercise  period,  the


                                        6

<PAGE>



Company  further  reduced the xercise price of the Class B Warrants to $1.00 per
share. In November 1997, all 500,000 Class B Warrants, which were held by Monroe
Parker,  were exercised at the reduced  exercise  price,  from which the Company
received gross proceeds of $500,000.

         In  February  1998,  the Company  appointed  Howard J. Fein to serve as
Chief Financial Officer (and principal  accounting  officer) of the Company at a
salary of $50,000  for 1998.  Mr. Fein is a principal  of Fein & Fein,  P.C.,  a
private accounting firm which has rendered accounting consulting services to the
Company since its inception in 1992. During the year ended December 31, 1997, in
consideration  for accounting  consulting  services  rendered by Fein & Fein and
Howard J. Fein,  the  Company  paid Fein & Fein  $100,201 in cash and granted an
award of Common Stock to Howard J. Fein with a value of $26,500  pursuant to the
1996 Plan  (24,941  shares of Common  Stock  based on the last sale price of the
Common Stock on the date of grant).







                                        7

<PAGE>


                                   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.


Dated: April 29, 1998                BIG CITY BAGELS, INC.


                                     By:  /s/ Mark Weinreb
                                         _____________________________________
                                         Mark Weinreb, Chairman of the Board,
                                         Chief Executive Officer and Secretary


         In accordance with Section 13 or 15(d) of the Exchange Act, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.



 /s/ Mark Weinreb         Chairman of the Board, Chief         April 29, 1998
----------------------    Executive Officer and Secretary
Mark Weinreb               


/s/ Jerry Rosner          President, Chief Operating Officer   April 29, 1998
----------------------    and Director
Jerry Rosner                          


/s/ Stanley Weinreb       Director                             April 29, 1998
----------------------
Stanley Weinreb


/s/ Stanley Raphael       Director                             April 29, 1998
----------------------
Stanley Raphael


/s/ Howard J. Fein        Chief Financial Officer (and         April 29, 1998
----------------------    principal accounting officer)
Howard J. Fein