UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington,  D.C.  20549

FORM 10-Q

(Mark One)

 [  X  ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended **January 21,**2001**
OR

 [     ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from 
Commission file number**0-12343
**VICORP Restaurants, Inc.
      (Exact name of registrant as specified in its charter)

**Colorado
**84-0511072
(State or other jurisdiction of
( I.R.S. Employer
incorporation or organization)
Identification No.)

**400 West 48th Avenue,  Denver, Colorado  80216**

(Address of principal executive offices,  Zip Code)
**(303) 296-2121

(Registrant's telephone number, including area code) 

				           **Not Applicable**					

(Former name, former address and former fiscal year, if changed since last report)

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 registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
  X  
No 
The registrant had 6,792,983 shares of its $.05 par value Common Stock outstanding as of February 16, 2001.

=============================================================================
**PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements****VICORP Restaurants, Inc.

BALANCE SHEETS**
(in thousands)
 
January 21, 
October 29, 
2001 
2000 
(unaudited)  
ASSETS       
Cash
$      12,069 
$      5,209
Receivables, net 
2,352 
4,718
Inventories (Note 3)
6,066 
10,531
Deferred income taxes
3,444 
3,792
Prepaid expenses
      1,575 
      1,664
Total current assets
    25,506 
    25,914
Property and equipment, net 
135,941 
136,266
Deferred income taxes 
28,170 
29,586
Long-term receivables 
582 
627
Other assets
      7,554
       7,449
Total assets
$   197,753 

 $   199,842 
LIABILITIES AND SHAREHOLDERS' EQUITY       
Current maturities of long-term debt   
and capitalized lease obligations 
$     1,569 
$     1,607
Accounts payable, trade
16,385 
18,519
Accrued compensation
6,260 
7,684
Accrued taxes
10,573 
11,022
Accrued insurance 
1,947 
1,925
Other accrued expenses 
     5,790 
     6,742
Total current liabilities
   42,524 
   47,499
Long-term debt
-- 
700
Capitalized lease obligations 
2,297 
2,433
Non-current accrued insurance 
1,385 
1,570
Other non-current liabilities and credits (Note 4)
20,817 
20,943    
Commitments and contingencies        
Shareholders' equity        
Common Stock, $.05 par value, 20,000,000   
shares authorized, 6,763,488 and 6,751,179   
shares issued and outstanding
340 
339
Paid-in capital
41,139 
40,956
Retained earnings
    89,251 
    85,402
Total shareholders' equity
  130,730 
  126,697
Total liabilities and shareholders' equity
 $  197,753

 $  199,842
The accompanying notes are an integral part of these financial statements.

==================================================================================
**VICORP Restaurants, Inc.

STATEMENTS OF OPERATIONS**
(in thousands, except per share data)
 
Twelve 
Twelve 
Weeks 
Weeks 
Ended 
Ended 
January 21, 
January 23, 
2001 
2000
Revenues: 
(unaudited) 
Restaurant operations
$  89,708 
$  86,583
Franchise operations
     1,424 
     1,256
Total revenues
   91,132 
  87,839
Costs and expenses:   
Restaurant operations   
Food
27,507 
26,992
Labor
28,608 
27,499
Other operating
21,888 
20,465
Franchise operations
473 
643
General and administrative
     6,418 
    6,439
Operating profit
6,238 
5,801
Interest expense
124 
187
Other (income) expense, net
        4 
      (254)
Income before income taxes
6,110 
5,868
Provision for income taxes 
   2,261 
    2,142
Net income 
                $   3,849 
       $    3,726    
Earnings per share :   
Basic and diluted earnings per share
$     .57
$     .45
The accompanying notes are an integral part of these financial statements.

=======================================================================================
**VICORP Restaurants, Inc.

STATEMENTS OF CASH FLOWS**
(in thousands)
 
Twelve 
Twelve 
Weeks 
Weeks 
Ended 
Ended 
January 21, 
January 23, 
2001 
2000**Operations: 
(unaudited) 
Net income
$   3,849   
$      3,726  
Reconciliation of net income to cash provided by operations:   
Depreciation and amortization
4,146   
4,181  
Deferred income tax provision 
1,764   
1,671  
Loss on disposition of assets
16   
12  
Amortization of deferred gain on sale leaseback
(357) 
(369)
Long-term rent payable
(24) 
(35)
Other, net
13   
--      
Changes in assets and liabilities:   
Receivables
2,366   
3,254  
Inventories
4,465   
4,217  
Accounts payable, trade
(2,134) 
(4,378)
Other current assets and liabilities
(2,714) 
(256)
Non-current accrued insurance
     (185) 
          3  
Cash provided by operations
 11,205   
 12,026  **Investing activities:   
Purchase of property and equipment
(3,538) 
(4,372)
Disposition of property
--   
690  
Collection of non-trade receivables
45   
65  
Other, net
        35   
        (79)
Cash used for investing activities
  (3,458) 
  (3,696)**Financing activities:   
Proceeds from issuance of debt
2,800   
4,000  
Payments of debt and capital lease obligations
(3,871) 
(535)
Purchase of common stock
--   
(40,150)
Issuance of common stock
      184   
        185  
Cash used for financing activities
     (887) 
 (36,500)
Increase (decrease) in cash
6,860   
(28,170)
Cash at beginning of year
   5,209   
  33,187  
Cash at end of quarter
$ 12,069   
$   5,017      **Supplemental information   
Cash paid during the quarter:   
Interest (net of amount capitalized)
$       120   
$     145  
Income taxes
52   
58  
The accompanying notes are an integral part of these financial statements.

===================================================================================
**VICORP Restaurants, Inc.

NOTES TO FINANCIAL STATEMENTS (unaudited)****Note 1.  Basis of Presentation**
The accompanying unaudited financial statements of VICORP Restaurants, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financialstatements and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  In the opinion of management, all adjustments considered necessary (which are of a normal and recurring nature) for fair presentation have been included.  These financialstatements should be read in conjunction with the audited financial statements and notes thereto for the year ended October 29, 2000, filed with the Securities and Exchange Commission in the Company's Annual Report on Form 10-K.
**Note 2.  Reclassifications**
Certain reclassifications have been made to the fiscal 2000 amounts in the accompanying financial statements to conform to the fiscal 2001 presentation.
**Note 3.  Inventories**
Inventories consisted of the following (in thousands):
 
January 21,
October 29, 
           2001
           2000
Inventories at production facilities   
and third party storage locations:  
Raw materials
$   2,088
$   2,287
Finished goods
     1,158
     5,699 
     3,246
     7,986
Restaurant inventories
     2,820
     2,545 
$   6,066
$ 10,531**Note 4. Other Non-current Liabilities and Credits**
Other non-current liabilities and credits were as follows (in thousands):
 
January 21,
October 29, 
           2001
          2000
Deferred gain on sale leaseback
$15,544
$15,901
Deferred compensation liability
2,532
2,224
Disposal cost reserve 
1,355
1,389
Long-term rent payable
1,302
1,326
Deposits
         84
         103
Other non-current liabilities and credits 
$20,817
$20,943**Note 5.  Earnings Per Share

Basic earnings per share is calculated using the weighted-average number of common shares outstanding.  Diluted earnings per share is computed on the basis of the weighted-average number of common shares outstanding plus the effectof potentially dilutive common stock equivalents using the treasury stock method.  

Twelve
Twelve
Weeks
Weeks
Ended
Ended
January 21, 2001
January 23, 2000
Weighted average common shares outstanding:
Basic
6,758,755
8,217,939
Effect of dilutive common stock equivalents
      46,679
      38,497
Diluted
 6,805,434 
 8,256,436**Note 6.   Operating Segments**
The Company has three reportable segments; Bakers Square, Village Inn and Franchise.  All amounts not attributed to segments relate to administrative functions and other non-reportable segments. Financial data related to theCompany's reportable segments is as follows (in thousands):

 
 **Bakers Square**Village Inn**Franchise**Other**Total**Net sales:     
Twelve weeks ended
$ 53,570
$ 36,138
$ 1,424
$         --
$ 91,132
January 21, 2001     
Twelve weeks ended
53,024
33,559
1,256
--
87,839
January 23, 2000     **Operating profit / (loss):     
Twelve weeks ended
$ 6,221
$ 5,484
$   951
$ (6,418)
$ 6,238
January 21, 2001     
Twelve weeks ended
6,027
5,600
613
(6,439)
5,801
January 23, 2000     **Total assets:     
January 21, 2001
$ 80,982
$ 52,368
$   3,266
$ 61,137 
$197,753
October 29, 2000
 88,232
 51,709
   3,755
 56,146 
199,842      **Note 7.  Subsequent Event**
On February 15, 2001, the Registrant entered into an agreement of merger with a newly-formed affiliate of BancBoston Capital and Goldner Hawn Johnson & Morrison, Incorporated.  Subject to the terms and conditions of theagreement, the Registrant's stockholders will receive $25.65 in cash for each share of common stock. 

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

The following analysis should be read in conjunction with the Financial Statements (Item 1 of Part I).
**Overview

VICORP Restaurants, Inc. ("the Company") operates family style restaurants under the names "Bakers Square" and "Village Inn," and franchises restaurants under the Village Inn brandname.  At January 21, 2001, VICORPoperated two hundred fifty-eight Company-owned restaurants in fourteen states. Of the two hundred fifty-eight Company-owned restaurants, one hundred fifty were Bakers Squares and one hundred eight were Village Inns, with an additional one hundred sixteenfranchised Village Inn restaurants in twenty-one states.  The Company-owned and franchised restaurants are concentrated in Arizona, California, Florida, the Rocky Mountain region and the upper Midwest.  The Company operates a pie manufacturing division tosupport the restaurants, which operates under the name "VICOM".  VICOM has three production facilities located in Santa Fe Springs, California, Oak Forest, Illinois and Chaska, Minnesota.

===============================================================================
**Results of Operations

The Company's quarterly financial information is subject to seasonal fluctuation and may not be indicative of annual results. 

The following table sets forth selected operating statistics by concept (in thousands, except restaurants at quarter-end).
 
Twelve Weeks
Twelve Weeks 
ended
ended 
January 21, 2001
January 23, 2000**Bakers Square  
Restaurant sales
$      53,570 
$      53,024
Restaurant operating profit
6,221
6,027
Restaurant operating profit %
11.6%
11.4%
Divisional administrative costs
1,235
1,100
Divisional operating profit
4,986
4,927
Company operated restaurants
150
150   **Village Inn  
Restaurant sales
$      36,138 
$      33,559
Restaurant operating profit
5,484
5,600
Restaurant operating profit %
15.2%
16.7%
Net franchise income
951
613
Divisional administrative costs
1,094
1,086
Divisional operating profit
5,341
5,127
Company operated restaurants
108
102
Franchise operated restaurants 
116
115   **Consolidated  
Restaurant sales
$      89,708
$      86,583
Food cost %
30.7%
31.1%
Labor cost %
31.9%
31.8%
Other operating cost %
24.4%
23.7%
Restaurant operating profit %
13.0%
13.4%
Restaurant operating profit
11,705
11,627
Net franchise income
951
613
Divisional  administrative costs
  2,329
2,186
Divisional operating profit
10,327
10,054
Unallocated general and  
administrative costs
4,089
4,253
Operating profit 
$       6,238
$       5,801
===============================================================================
*Twelve Weeks Ended January 21, 2001 Compared to the Twelve Weeks Ended January 23, 2000***Restaurant Sales

Consolidated restaurant sales increased 3.6% or $3,125,000 for the first quarter of fiscal 2001 compared to the first quarter of fiscal 2000.  The Company experienced an overall comparable same store sales increase of 1.0% over theprior year quarter. 

The following table sets forth the percent change over the prior year quarter by concept for same store sales and same store guest counts, as well as quarterly store operating margin:
  **Bakers Square   **Village Inn   
Same   
Same  
Same
Store
Store 
Same
Store
Store 
Store
Guest
Operating 
Store
Guest
Operating 
Sales
Counts
Margin 
Sales
Counts
Margin**2001:       
1st Qtr
0.2%
(1.4%)
11.6% 
1.6%
(2.3%)
15.2%        **2000:       
1st Qtr
3.5%
1.6%
11.4% 
(0.2%)
(3.5%)
16.7%
2nd Qtr
1.0%
1.5%
10.5% 
2.0%
(1.0%)
17.7%
3rd Qtr
2.5%
(0.1%)
11.5% 
2.1%
0.5%
15.9%
4th Qtr
0.0%
(1.2%)
8.6% 
3.1%
(0.7%)
16.2%
During the first quarter of fiscal 2001, Bakers Square restaurant sales increased $546,000 or 1.0% over the prior year quarter primarily as a result of the opening of a new Bakers Square restaurant and a 0.2% increase in overall samestore sales. 

Overall, Village Inn sales increased by 7.7% or $2,579,000 as a result of operating six additional Village Inn restaurants during the first quarter of fiscal 2001 compared to the first quarter of fiscal 2000.  Village Inn same storesales increased 1.6%, while same store customer counts decreased 2.3% over the prior year.  The decrease in same store customer counts is partially attributable to the initial impact of opening new stores in established market areas. 

Restaurant Operating Profit

Consolidated restaurant operating profit increased $78,000 for the first quarter of fiscal 2001 compared to the first quarter of fiscal 2000.  

Bakers Square's restaurant operating profit for the first quarter of fiscal 2001 increased 3.2% or $194,000 over the first quarter of fiscal 2000, while restaurant operating profit as a percent of sales increased to 11.6% from 11.4%for the first quarter of fiscal 2000.  The increase in the restaurant operating profit as a percent of sales was primarily a result of a significant improvement in the California region.  The restaurant operating profit as a percent of sales for theCalifornia region increased from 7.8% for the first quarter of fiscal 2000 to 9.9% for the first quarter of fiscal 2001.  The improvement of Bakers Square restaurant operating profit was also driven by a 0.2% increase in same stores sales. 

Village Inn restaurant operating profit for the first quarter of fiscal 2001 compared to the first quarter of fiscal 2000 decreased 2.1% or $116,000.   Restaurant operating profit as a percent of sales decreased to 15.2% for the firstquarter of fiscal 2001 compared to 16.7% for the prior year quarter.  The decline in operating profit resulted from a combination of the ramp up of four new units opened at the end of the fourth quarter of fiscal 2000 and during the first quarter offiscal 2001, increased marketing expenses, and higher insurance and utility costs. 

Franchise Operations

Net franchise income increased 55.1% or $338,000 between the first quarter of fiscal 2001 and the first quarter of fiscal 2000 due to increased royalties and initial franchise fees, and lower generaland administrative expenses. 

General and Administrative Expenses

General and administrative expenses of $6,418,000 for the first quarter of fiscal 2001 were relatively consistent with the first quarter of fiscal 2000 general and administrative expenses of $6,439,000. Overall, general and administrative expenses, as a percent of restaurant sales, declined 0.2% to 7.2% for the first quarter of fiscal 2001, from 7.4% for the first quarter of fiscal 2000.

Other Income (Expense)

Other income (expense) for the first quarter of fiscal 2001 decreased $258,000 primarily as a result of interest earned during the first quarter of fiscal 2000 on the $28,700,000 in net proceedsreceived from the sale leaseback transaction completed in the fourth quarter of fiscal 1999.    The proceeds were used to fund the tender offer for 2,000,000 shares at $19.00 per share during the first quarter of fiscal 2000.

Interest Expense

Interest expense decreased 33.7%, or $63,000 for the first quarter of fiscal 2001 compared to the first quarter of fiscal 2000 as a result of reduced borrowings on the line of credit and a decrease in capitalized lease obligations.

Effective Tax Rate

The Company's effective tax rates for the first quarters of fiscal 2001 and fiscal 2000 were 37.0% and 36.5%, respectively. A significant portion of the fiscal 2001 and fiscal 2000 provision for income taxes represents the non-cashutilization of deferred tax assets established for remaining net operating loss carryforwards. 

===============================================================================
**Liquidity and Capital Resources**
The Company's principal source of funds is internally generated cash from operations.  Net cash provided by operating activities during the first quarter of fiscal 2001 was $11,205,000 compared with $12,026,000 during the firstquarter of fiscal 2000.  The $821,000 decrease was primarily due to changes in working capital.

The Company's investing activities for the first quarter of fiscal 2001 utilized $3,458,000 compared with $3,696,000 for the first quarter of fiscal 2000.  The $238,000 decrease in cash used for investing activities during fiscal 2001was primarily attributable to the $834,000 reduction in capital expenditures during the first quarter of fiscal 2001, offset by the $690,000 in proceeds realized during the first quarter of fiscal 2000 on the sale of the Denver bakery facility.

Capital expenditures for the first quarter of fiscal 2001 totaled $3,538,000 compared to $4,372,000 in capital expenditures for the first quarter of fiscal 2000.  During the first quarter of fiscal 2001, two new Village Inn restaurantsand one Bakers Square restaurant were opened. Anticipated capital expenditures of $22,000,000 are planned for fiscal year 2001, including the opening of six to nine additional restaurants during the fiscal year.

The Company's financing activities for the first quarter of fiscal 2001 utilized $887,000 compared with $36,500,000 for the first quarter of fiscal 2000.  The $35,613,000 decrease was as a result of the tender offer completed duringthe first quarter of fiscal 2000, whereby 2,000,000 shares were purchased at $19.00 per share.  During the first quarter of fiscal 2001, the Company has not repurchased shares under the Company's share repurchase program, while 115,000 shares wererepurchased during the first quarter of fiscal 2000 for $1,810,625.  On October 2, 2000, the Board of Directors authorized an increase in the Company's existing share repurchase program for up to 3,000,000 shares of common stock over the next 24 months.Future purchases under the authorizations may be made from time to time in the open market or through privately negotiated transactions and will be dependent upon various business and financial considerations. 

On December 19, 1997, the Company executed an amended and restated credit agreement, which provides for an available credit limit of $40,000,000 in the aggregate with a sublimit of $10,000,000 on letters of credit.  The bank creditfacility was amended effective April 14, 2000 to extend the maturity date to February 28, 2003, as well as amend certain fee calculations and debt covenants.  As of January 21, 2001, the Company had no outstanding draws under the Company's line of creditand $700,000 in letters of credit issued in connection with its insurance programs.

Cash and cash equivalents at January 21, 2001 and January 23, 2000 were $12,069,000 and $5,017,000, respectively.  The Company believes anticipated cash flow from operations, as well as the availability of funds under the $40,000,000line of credit, and other financing sources will provide sufficient capital to meet current foreseeable cash needs, including working capital and capital expenditures.

The Company guaranteed certain leases for restaurant properties sold in 1986 and restaurant leases of certain franchisees.  Minimum future rental payments remaining under these leases were approximately $6,645,000 as of October 29,2000. These guarantees are included in the definition of financial instruments with off-balance-sheet risk of accounting loss.  The Company has no reason to believe that any material liability exists and believes it is impracticable to estimate the fairvalue of these financial guarantees (e.g., amounts the Company could pay to remove the guarantees).
****
At January 21, 2001, the Company had twenty-three properties, which it was seeking to dispose of, five of these were idle and eighteen were subleased.  The Company owns four of the properties in fee and is the prime lessee onnineteen leases. The Company estimates potential proceeds of $938,000 on the disposal of the fee properties.  During the first quarter of fiscal 2001, the lease on one of the idle properties expired, while another lease on an idle property is due toexpire during the second quarter.  At January 21, 2001, loss reserves previously established for the disposal of these properties had a remaining balance of $2,878,000 including $1,073,000 to reduce the properties to realizable value and $1,805,000 toprovide for carrying costs and sublease losses.  At present, the Company anticipates the reserves will be adequate to cover the future losses and operating costs for these properties.

===============================================================================
**Outlook

During fiscal 2000, the Board of Directors appointed an independent committee of Directors to evaluate various strategic alternatives to enhance shareholder value.  The independent committee retained Salomon Smith Barney as itsfinancial advisor.  On October 2, 2000, the special committee of the Board of Directors recommended and the Board authorized an increase in the Company's existing share repurchase program to cover up to 3,000,000 shares of common stock over the next 24months.  The purchases may be made from time to time in the open market or through privately negotiated transactions and will be dependent upon various business and financial considerations.

On February 15, 2001, the Registrant entered into an agreement of merger with a newly-formed affiliate of BancBoston Capital and Goldner Hawn Johnson & Morrison, Incorporated.  Subject to the terms and conditions of the agreement,the Registrant's stockholders will receive $25.65 in cash for each share of common stock. 

After completion of the transaction, VICORP will continue to be headquartered in Denver, Colorado, and will operate as a private company.  It is expected the current VICORP management team will remain in place and will have anopportunity to acquire an equity interest in the Company.

A special committee of independent directors negotiated the transaction for VICORP with the advice of the investment-banking firm Salomon Smith Barney and counsel to the special committee.  Upon recommendation of the special committee,VICORP's Board of Directors approved the transaction.  Completion of the merger, which requires approval by VICORP stockholders, is subject to various conditions, including the funding of committed financing.  The merger is currently expected to becompleted in the first half of 2001.

The Company's 2001 Plans call for continuation of moderate growth for Company-operated and franchise Village Inn restaurants within the existing markets.  The Company plans to open four to six Company-operated Village Inn restaurantsduring fiscal 2001.  In addition to a new Bakers Square restaurant, which opened in Chicago during the first quarter of fiscal 2001, two Bakers Square restaurants are under construction in the Chicago market and the Company anticipates building up to anadditional two units in the Midwest during fiscal 2001.

The mid-scale segment of the restaurant industry remains extremely competitive.  Improvements in future operating performance will be primarily dependent upon the Company's ability to increase comparable store sales, especially giventhe significant profit impact associated with incremental sales at existing restaurants.  Cost controls will also play a significant factor in future profit growth.  In addition, numerous external factors could have a significant impact on futureperformance, including, but not limited to, food costs, labor availability, site availability, the economy, weather and government initiatives such as minimum wage rates, mandated benefits and taxes.

==================================================================================
**Forward-Looking Statements

Certain matters discussed in this report are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of1995.  These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes," "anticipates," "expects" or words of similar import.Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements.  Such forward-looking statements are subject to certain risk and uncertainties which are described in close proximity to suchstatements and which could cause actual results to differ materially from those currently anticipated. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and arecautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements made herein are only made as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statementsto reflect subsequent events or circumstances.

================================================================================
**New Accounting Pronouncements

In December 1999, the Securities and Exchange Commission ("SEC") released Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB 101"), whichthe Company is required to adopt no later than the fourth quarter of fiscal 2001.  SAB 101 provides the SEC's interpretation of existing Generally Accepted Accounting Principles relating to timing and method of revenue and expense recognition. The Companyhas previously presented its revenues from franchise operations net of related expenses, with supplemental footnote disclosure in its annual financial statements of the gross amounts of franchise fees and related costs.  The Company determined that theincome statement presentation provisions of SAB 101 suggest these revenues and expenses should be separately shown at the gross amounts in the statement of operations and has retroactively done so beginning with the quarter ended January 21, 2001.

================================================================================
**PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

As of February 14, 2001, there have been no new legal proceedings or developments in the legal proceedings disclosed in the Annual Report on Form 10-K for the fiscal year ended October 29, 2000 that are required to be reported.

================================================================================
**Item 4. Submission of Matters to a Vote of Securities Holders.**
 

On December 7, 2000, the Registrant held its Annual Meeting of Shareholders for the purpose of electing directors.

Each of the nominees for directors were elected based upon the following vote:

Director
For
Against
Abstain
Broker Non- Vote     
Carole Lewis Anderson
5,971,107
127,263
--
--
Bruce B. Brundage
5,971,107
127,263
--
--
Charles R. Frederickson
5,971,107
127,263
--
--
John C. Hoyt
5,971,107
127,263
--
--
Robert T. Marto
5,971,107
127,263
--
--
Dennis B. Robertson
5,971,107
127,263
--
--
Hunter Yager
5,971,107
127,263
--
--
Arthur Zankel
5,874,703
223,667
--
--
===============================================================================
**Item 5.  Other Information.**
On February 15, 2001, the Registrant entered into an agreement of merger with a newly-formed affiliate of BancBoston Capital and Goldner Hawn Johnson & Morrison, Incorporated.  Subject to the termsand conditions of the agreement, the Registrant's stockholders will receive $25.65 in cash for each share of common stock. 

================================================================================
**Item 6.  Exhibits and Reports on Form 8-K.**
(a)  Exhibits.

99 - Press Release of February 15, 2001, announcing definitive agreement to be acquired for $25.65 per share.

 

(b)  Reports on Form 8-K.

None.

================================================================================
**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.
 
VICORP Restaurants, Inc. 
(Registrant)
February 20, 2001
By: /s/ Joseph F. Trungale 
Chief Executive Officer and  
President
February 20, 2001
By:  /s/ Richard E. Sabourin  
Executive Vice President and 
Chief Financial Officer**********************************************************************