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 31, 1996
                                   
                                  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 registrant was 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 9,049,026 shares of its $.05 par value Common Stock
outstanding as of March 9, 1996.
                                   
                    PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

VICORP Restaurants, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands)
                                                  January 31,      October 31,
                                                     1996             1995
                                                  -----------      -----------
                                                  (unaudited)    
ASSETS

Current assets
 Cash                                                $  2,621         $  3,988
 Receivables                                            3,171            3,149
 Inventories                                            6,049            8,597
 Deferred income taxes                                  5,000            5,000
 Prepaid expenses and other                             1,853            2,003
                                                     --------         --------
  Total current assets                                 18,694           22,737
                                                     --------         --------
Property and equipment, net                           147,971          152,592
Deferred income taxes                                  39,932           39,375
Other assets                                           12,970           13,457
                                                     --------         -------- 
Total assets                                         $219,567         $228,161
                                                     ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
 Current maturities of long-term debt                $  9,203         $  4,480
 Current maturities of capitalized lease obligations    1,546            1,636
 Accounts payable, trade                               11,322           16,526
 Accrued compensation                                   5,040            5,542
 Accrued taxes                                          7,615            7,998
 Accrued insurance                                      5,650            5,656
 Other accrued expenses                                 4,166            4,984
                                                      -------          -------
       Total current liabilities                       44,542           46,822
                                                      -------          -------
Long-term debt (Note 3)                                27,546           31,094
Capitalized lease obligations                          10,367           11,085
Non-current accrued insurance                           5,758            6,092
Other non-current liabilities and credits               9,137            9,970

Commitments and contingencies

Shareholders' equity
 Series A Junior Participating Preferred
    Stock, $.10 par value, 200,000 shares
    authorized, no shares issued                         --                --
 Common stock, $.05 par value, 20,000,000
    shares authorized, 9,049,026 and 9,044,026
    shares issued and outstanding                         452              452
 Paid-in capital                                       84,367           84,332
 Retained earnings                                     37,398           38,314
                                                     --------         -------- 
  Total shareholders' equity                          122,217          123,098
                                                     --------         --------  
Total liabilities and shareholders' equity           $219,567         $228,161
                                                     ========         ========

The accompanying notes are an integral part of the financial statements.



                                   
VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
                                                      Three          Sixteen
                                                      Months          Weeks
                                                      Ended           Ended
                                                   -----------     ------------
                                                   January  31,    February 19,
                                                      1996             1995
                                                   ------------    ------------
                                                            (unaudited)
Revenues
   Restaurant operations                              $88,410        $123,041
   Franchise operations                                   871             992
                                                      -------        --------
        Total revenues                                 89,281         124,033
                                                      -------        --------

Costs and expenses
  Restaurant operations
     Food                                              31,928          39,651
     Labor                                             28,923          37,877
     Other operating                                   23,403          33,807
  General and administrative                            5,594           7,802
                                                      -------        --------
Operating profit (loss)                                  (567)          4,896

  Interest expense                                      1,130           1,168
  Other (income) expense, net                            (232)           (270)
                                                      -------        --------  
Income (loss) before income tax expense (benefit)      (1,465)          3,998
Income tax expense (benefit)                             (549)          1,499
                                                      -------        -------- 
Net income (loss)                                     $  (916)       $  2,499
                                                      =======        ========

Earnings (loss) per common and dilutive
   common equivalent share                            $  (.10)       $    .26
                                                      =======        ========  

Weighted average common shares and
    dilutive common share equivalents                   9,045           9,656
                                                      =======        ========  


The accompanying notes are an integral part of the financial statements.



                                   
VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
                                                        Three         Sixteen
                                                        Months         Weeks
                                                        Ended          Ended
                                                     -----------    ------------
                                                     January 31,    February 19,
                                                        1996           1995
                                                     -----------    ------------
                                                            (unaudited)
Operations
Net income (loss)                                     $   (916)       $  2,499
Reconciliation to cash provided by operations
 Depreciation and amortization                           5,415           7,067
 Deferred income tax provision                            (557)          1,160
 Loss on disposition of assets                              28             247
 Other, net                                                (47)            (21)
                                                      --------        --------
                                                         3,923          10,952
 Change in assets and liabilities
  Trade receivables                                       (131)            334
  Inventories                                            2,548           2,612
  Accounts payable, trade                               (5,203)         (6,389)
  Other current assets and liabilities                  (1,556)         (4,361)
  Non-current accrued insurance                           (335)            157
                                                      --------        -------- 
 Cash provided by (used for) operations                   (754)          3,305
                                                      --------        --------

Investing activities
Purchase of property and equipment                      (1,743)         (1,816)
Purchase of other assets                                    (1)            (84)
Disposition of property                                     44            (539)
Collection of non-trade receivables                        230           6,100
                                                      --------        --------
  Cash provided by (used for) investing activities      (1,470)          3,661
                                                      --------        --------

Financing activities
Issuance of debt                                        10,000          12,500
Payment of debt and capitalized lease obligations       (9,238)        (21,114)
Other, net                                                  95             123
                                                      --------        --------  
  Cash provided by (used for) financing activities         857          (8,491)
                                                      --------        --------

Decrease in cash                                        (1,367)         (1,525)
Cash at beginning of period                              3,988           6,123
                                                      --------        --------

Cash at end of period                                 $  2,621        $  4,598
                                                      ========        ========

Supplemental information
 Cash paid during the period for
  Interest (net of amount capitalized)                $  1,055        $  1,168
  Income taxes                                              77             456


The accompanying notes are an integral part of the financial statements.







                                   
VICORP Restaurants, Inc.
NOTES TO FINANCIAL STATEMENTS (unaudited)

1. The consolidated financial statements should be read in
   conjunction with the annual report to shareholders for the year
   ended October 31, 1995.  The unaudited financial statements for
   the three months ended January 31, 1996 and the sixteen weeks
   ended February 19, 1995 contain all adjustments which, in the
   opinion of management, were necessary for a fair statement of the
   results for the interim periods presented.  All of the adjustments
   included were of a normal and recurring nature.

2. In fiscal 1995, the Company switched its fiscal year to the
   last day in October.  Prior to that, the Company utilized a 52/53
   week fiscal year which ended on the last Sunday in October.  In
   conjunction with that change, fiscal quarters in 1996 and forward
   will consist of three months.  Previously, the Company's first
   fiscal quarter consisted of sixteen weeks and all other quarters
   consisted of twelve weeks.

   Restaurant sales in 1995 restated to a comparable time frame basis
   as 1996 were as follows:

                          Restated          Reported
                        Fiscal 1995       Fiscal 1995
                        -----------       -----------
   1st Quarter         $103,133,000      $123,041,000
   2nd Quarter           89,893,000        84,433,000
   3rd Quarter           90,492,000        82,275,000
   4th Quarter           86,598,000        80,367,000
                        -----------       -----------  
                       $370,116,000      $370,116,000
                        ===========       ===========

   The Company determined that a significant amount of estimation
   would be required to restate quarterly 1995 operating results to
   correspond with the three month quarterly reporting.  Therefore,
   restatements of results were not made and the quarterly results
   for 1996 and 1995 are not comparable.  The following table
   highlights the differences in time periods:

<TABLE>
<CAPTION>
                                 Fiscal 1996                            Fiscal 1995 
                   -----------------------------------    -----------------------------------   
                          Time Period              Days          Time Period             Days
                          -----------              ----          -----------             ----
   <S>             <C>                             <C>    <C>                             <C>  
   1st Quarter     Nov. 1, 1995 - Jan. 31, 1996     92    Oct. 31, 1994 - Feb. 19, 1995   112
   2nd Quarter     Feb. 1, 1996 - Apr. 30, 1996     90    Feb. 20, 1995 - May. 14, 1995    84
   3rd Quarter     May  1, 1996 - Jul. 31, 1996     92    May  15, 1995 - Aug.  6, 1995    84
   4th Quarter     Aug. 1, 1996 - Oct. 31, 1996     92    Aug.  7, 1995 - Oct. 31, 1995    86
                                                   ---                                    ---
                                                   366                                    366
                                                   ===                                    ===
</TABLE>
       
3. As of January 31, 1996, the Company had $36,500,000 of borrowings
   outstanding and $9,012,000 of letters of credit placed under its
   bank credit facility.  The Company's bank credit agreement expires
   on June 30, 1996 when it converts to a term facility payable in
   eight equal quarterly installments through June 30, 1998.  The
   Company is currently pursuing a new revolving credit facility with
   certain lenders.

4. In the fourth quarter of 1994, the Company adopted a plan to
   dispose of 50 restaurant locations in trade areas that are no
   longer considered appropriate for the Company's existing concepts.
   As part of the disposal plan, the carrying value of those
   restaurants' assets were written down to net realizable values.
   The Company also accrued for expected carrying costs pending
   disposition and sublease disposition losses.  As of January 31,
   1996, the Company had closed 48 of those locations, of which 30
   stores had been disposed through sublease, lease termination or
   sale.  Operating results for the 50 locations for the first
   quarters of fiscal 1996 and 1995 were as follows:

                                    Three months ended      Sixteen weeks ended
                                     January 31, 1996        February 19, 1995
                                     ----------------        -----------------
       Sales                           $   735,000             $ 10,218,000
       Store operating profit (loss)      ( 33,000)                 (76,000)

   During the first quarter of 1996, $620,000 of closure and
   carrying related costs were charged against the liability
   established for such costs.  As of January 31, 1996, the Company
   had $10,721,000 of reserves remaining to provide for the disposal
   of 28 properties, including eight closed prior to 1994.  The
   reserves consisted of $6,197,000 to reduce the disposal property
   to net realizable value and $4,524,000 to provide for expected
   carrying costs and sublease losses.


                                   
                                   
               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Shareholders
    of VICORP Restaurants, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet
of VICORP RESTAURANTS, INC. (a Colorado corporation) and subsidiary as
of January 31, 1996, and the related condensed consolidated statements
of operations for the 3-month period ended January 31, 1996 and
the 16-week period ended February 19, 1995, and the condensed
consolidated statements of cash flows for the 3-month period ended
January 31, 1996 and the 16-week period ended February 19, 1995.
These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters.  It is substantially
less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the financial statements referred to above for
them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of VICORP
Restaurants, Inc. and subsidiary as of October 31, 1995, (not
presented herein), and, in our report dated December 12, 1995, we
expressed an unqualified opinion on that statement.  In our opinion,
the information set forth in the accompanying condensed consolidated
balance sheet as of October 31, 1995, is fairly stated, in all
material respects, in relation to the balance sheet from which it has
been derived.



                      /s/ Arthur Andersen LLP
                          -------------------
                          ARTHUR ANDERSEN LLP


Denver, Colorado,
    February 21, 1996






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

Results of operations
---------------------

The Company's quarterly financial information is subject to seasonal
fluctuation.  Also, the first quarters of 1996 and 1995 are not
comparable because of differences in time periods presented (see Note
2 of Notes to the Financial Statements).  The first quarter of 1996
consisted of three months, or 92 days, while the first quarter of 1995
consisted of sixteen weeks, or 112 days.

Restaurant operations

The following table sets forth certain operating information for the
Company's operating concepts and the Company as a whole.

                                  Three months          Sixteen weeks
                                      ended                  ended
                                January 31, 1996      February 19, 1995
                                ----------------      -----------------

Bakers Square
 Restaurant sales                    $54,141,000            $77,230,000
 Restaurant operating profit              54,000              6,014,000
 Restaurant operating profit %                .1%                   7.8%
 Divisional administrative costs         854,000              1,748,000
 Divisional operating profit (loss)     (800,000)             4,266,000
 Restaurants at quarter-end                  158                    182

Village Inn
 Restaurant sales                    $32,534,000            $41,895,000
 Restaurant operating profit           4,392,000              5,795,000
 Restaurant operating profit %              13.5%                  13.8%
 Franchise income                        871,000                992,000
 Divisional administrative costs         593,000              1,004,000
 Divisional operating profit           4,670,000              5,783,000
 Restaurants at quarter-end                   99                    106

Angel's
 Restaurant sales                    $ 1,735,000            $ 3,916,000
 Restaurant operating profit (loss)     (290,000)              (103,000)
 Restaurant operating profit %             (16.7%)                 (2.6%)
 Divisional administrative costs         110,000                294,000
 Divisional operating profit (loss)     (400,000)              (397,000)
 Restaurants at quarter-end                    5                      7

Consolidated
 Restaurant sales                   $88,410,000            $123,041,000
 Food cost %                               36.1%                   32.2%
 Labor cost %                              32.7%                   30.8%
 Other operating cost %                    26.5%                   27.5%
 Restaurant operating profit %              4.7%                    9.5%

 Restaurant operating profit          4,156,000              11,706,000
 Franchise income                       871,000                 992,000
 Divisional general and
  administrative costs                1,557,000               3,046,000
                                     ----------              ----------
 Divisional  operating  profit        3,470,000               9,652,000
                                     ----------              ----------
 Unallocated general and
  administrative costs                4,037,000               4,756,000
                                     ----------              ---------- 
 Operating profit (loss)            $  (567,000)            $ 4,896,000
                                     ==========              ==========

Consolidated restaurant sales decreased $34.6 million, or 28%, in the
first quarter of 1996 compared to the first quarter of 1995.  Of this
decrease, $19.9 million was attributable to 20 fewer operating days in
1996's first quarter versus 1995's first quarter.  Also contributing
to the sales decrease was the operation of approximately 37 fewer
equivalent restaurants due to closures.

Sales decreased 4.8% on a comparable same store basis.  Same store
sales for Village Inn were unchanged while Bakers Square's same store
sales decreased 7.6% due primarily to lower prices.  Comparable customer 
counts for Bakers Square increased .5%.  In the middle of fiscal 1995, the
Company reduced menu prices in its Bakers Square concept by
approximately 10%.  This action was taken to reverse the four-year
customer count decline in that concept.  In late 1995, Bakers Square
further refined its menu to include a "Manager's Daily Specials"
section for which restaurant managers choose six to eight menu items
each day from among approximately 80 alternatives.  Besides allowing
for the ability to promote specific locality appeal, the specials
generally have higher prices than other menu items.  This change
combined with a price increase on whole pies taken in late December
1995 partially mitigated the price decrease taken in the middle of
1995.

Consolidated restaurant operating profit decreased $7.6 million, or
65%, and decreased as a percentage of restaurant sales from 9.5% to
4.7% in the first quarter of 1996 versus the first quarter of 1995.
Bakers Square recorded the majority of the decrease which resulted
partially from the affect of reduced comparable sales on fixed
occupancy and labor costs.  Also contributing to the decrease was the
costs of programs at Bakers Square to attract more customers, namely
higher hourly labor and food costs.  These costs were most strongly
felt in the third and fourth quarters of 1995 with the startup of the
programs.  While certain of these costs continued in the first quarter
of 1996, they were partially offset by certain additional programs
started to control waste and gain efficiencies without compromising
the experience to the customer as well as reduced advertising costs.

Restaurant operating profits were impacted by the reduced number of
operating days in 1996's first quarter.  This was particularly seen in
Village Inn whose store operating profit decreased $1.4 million while
its store margin only decreased 30 basis points.  Angel's, the
Company's experimental concept, had a widening store operating loss in
the first quarter of 1996 versus 1995 despite closing its two most
unprofitable restaurants in late 1995.  That concept continues to
struggle with developing a profitable program and the Company will
make a decision later in the year on whether Angel's is a viable
concept for expansion.

The following presents select quarterly trend data related to the
operations of Bakers Square and Village Inn:

<TABLE>
<CAPTION>
                      Bakers Square                              Village Inn
                      -------------                              -----------
           Comparable  Comparable    Store           Comparable   Comparable      Store         
             Store      Customer   Operating            Store      Customer     Operating
             Sales       Counts      Margin             Sales       Counts *      Margin
           ---------------------------------         ------------------------------------ 
<S>         <C>           <C>          <C>              <C>          <C>            <C> 
1995:
1st Qtr      -5.4%        -8.5%         7.8%             0.3%        -4.0%          13.8%
2nd Qtr     -11.2%        -7.5%         1.9%            -2.4%        -6.7%          16.6%
3rd Qtr     -10.1%        -1.0%        -8.7%            -2.1%        -5.3%          12.7%
4th Qtr      -8.6%        -0.8%        -5.5%            -1.4%        -3.9%          11.0%

1996:
1st Qtr      -7.6%         0.5%         0.1%             0.0%        -2.6%          13.5%
</TABLE>

   *   The Company believes that the reduced customer counts for
   Village Inn in 1995 were largely due to increased specialty coffee
   shop competition, which did not overly affect sales but reduced
   customer counts and increased average customer expenditures.

As of January 31, 1996, the Company had closed 48 of the 50
restaurants scheduled for disposition under a plan adopted in fiscal
1994.  The following table details sales and operating results for the
50 restaurants for the first quarters of fiscal 1996 and 1995:

                          Three months                   Sixteen Weeks
                              1996                           1995
                              ----                           ----

                                  Operating                         Operating
                      Sales     Profit (Loss)          Sales      Profit (Loss)
 
Bakers Square      $522,000        $(42,000)      $7,186,000          $  1,000
Village Inn         213,000           9,000        2,175,000           (20,000)
Angel's                  --              --          857,000           (57,000)
-------------------------------------------------------------------------------
Total              $735,000        $(33,000)     $10,218,000          $(76,000)
===============================================================================


Other revenues and expense
--------------------------

Franchise revenue decreased in 1996's first quarter due to fewer
operating days.  Average daily franchise income increased 6.9%.

General and administrative expense decreased largely due to the fewer
operating days in 1996's first quarter.  As a percent of revenues,
general and administrative expense in both the first quarters of 1996
and 1995 were 6.3%.  This occurred despite the lower relative revenues
in 1996 because of fewer managers-in-training and field support
personnel in 1996.

Interest expense was essentially flat for the first quarter of 1996
compared to 1995's first quarter.  However, on an average daily basis,
interest expense increased 17.8% due to increased borrowing levels.


Liquidity and capital resources
-------------------------------

Operating cash flows decreased $4.1 million in the first quarter of
1996 versus 1995's first quarter.  The decrease resulted primarily
from reduced operating results.  Overall, the Company had a deficit of
$754,000 in operating cash flows in the first quarter of 1996, but
expects to reverse this situation in later quarters through improved
operating results.

As of January 31, 1996, $36,500,000 of advances were outstanding under
the Company's bank credit facility and approximately $9,500,000 was
available for additional direct advances, subject to limitations on
combined direct advances and letters of credit.  In the first quarter
of 1996, the Company borrowed an additional $1.3 million under its
bank facility to cover the operating cash shortage and fund $1.7
million of capital expenditures.  The Company's bank credit agreement
expires on June 30, 1996 when it converts to a term facility payable
in eight equal installments through June 30, 1998.  The Company is
currently pursuing a new revolving credit facility with certain
lenders and is optimistic that a new facility will be in place prior
to the current revolving facility's expiration.  The Company is also
exploring other debt financing sources.

During the first quarter of 1996, the Company disposed of nine
properties, one through sale, seven through lease termination and one
through sublease.  Also in that quarter, closure and carrying costs of
$620,000 were charged against the liability established for such and
cash proceeds of $664,000 were realized from the disposition of properties.

At January 31, 1996, the Company had 28 properties remaining which it
was trying to dispose of.  Six of those properties were owned in fee
and the rest were leased.  The Company hopes to sell the fee
properties over the next year and $3.5 million of proceeds are
expected to be realized from their sale.  The Company does not
anticipate significant proceeds from the disposition of the leased
properties.  It is expected that the majority of the leased properties
will be disposed of through sublease over the next eighteen months.
Cash carrying costs of approximately $2.6 million are expected to be
incurred over that period.  The Company expects to sublease eight of
the properties at rentals lower than the Company's obligations under
the prime leases.  Those sublease losses will be incurred over the
remaining years of the leases and the Company does not anticipate that
the losses will materially affect the Company's liquidity.


As of January 31, 1996, authorizations granted by the Board for the
purchase of 300,500 common shares of the Company's common stock
remained available.  No shares were purchased in the first quarter of
1996.  Future purchases with respect to 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.

Capital expenditures approximating $10,000,000 are expected during the
remainder of the fiscal year.  The level of planned expenditures may
be reduced if expected operating improvements do not occur.  Cash
provided by operations, the unused portion of the Company's bank
credit facility and other financing sources are expected to be
adequate to fund these expenditures and any cash outlays for the
purchase of the Company's common stock as authorized by the Board.


Outlook
-------

Except for the historical information contained herein, the matters
discussed in this discussion are forward looking statements that
involve risks and uncertainties.  Such factors that could influence
future performance include, but are not limited to, the effect of
economic conditions, government initiatives, food commodity prices and
availability, competition, labor availability and the weather.

                                   
                                   

                         PART II - OTHER INFORMATION


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

(a)  Exhibits

     (10)  Amendment No. 4 dated as of January 31, 1996 to Second Amendment
           and Restated Credit Agreement dated as of June 18, 1993.

     (15)  Letter regarding unaudited interim financial information.

     (27)  Financial data schedule.

(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.




March 14, 1996                      VICORP Restaurants, Inc.
                                    ------------------------
                                    (Registrant)



March 14, 1996                      By:  s/s J. Michael Jenkins
                                             -------------------
                                             J. Michael Jenkins, President and 
                                                Co-Chief Executive Officer



March 14, 1996                      By:   s/s David D. Womack
                                              ---------------
                                              David D. Womack, Controller