SECURITIES AND EXCHANGE COMMISSION
 
	WASHINGTON, D.C. 20549

	FORM 10-K/A
	AMENDMENT No. 1 

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

	FOR THE FISCAL YEAR ENDED JULY 31, 1996
	OR
	[] TRANSITION REPORT TO SECTION 13 OR 15 (d) OF THE 
	SECURITIES EXCHANGE ACT OF 1934

	Commission file number 1-4183

	CHOCK FULL O' NUTS CORPORATION

	(Exact name of registrant as specified in its charter)

	   NEW YORK                                           13-0697025
(State of Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

370 Lexington Avenue, New York, New York                      10017  
(Address of Principal Executive Offices)                    (Zip Code)

				(212) 532-0300                       
	      (Registrant's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:
						   Name of Each Exchange
	  Title Of Each Class                      On Which Registered 
Common Stock, par value $.25 per share             New York Stock Exchange
8% Convertible Subordinated Debentures,            American Stock Exchange
   due September 15, 2006
7% Convertible Senior Subordinated Debentures,     New York Stock Exchange
   due April 1, 2012
Securities Registered Pursuant to Section 12(g) of the Act: NONE


Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Park III of this
Form 10-K or any amendment to this Form 10-K [ ].

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 filing requirements for the past 90 days.
Yes   x    No      

Aggregate market value of the Common Stock ($.25 par value) held by 
nonaffiliates of the registrant as of October 10 , 1996: $43,995,000
Number of Shares of Common Stock ($.25 par value) outstanding as of 
October 10, 1996:  10,736,000
				   
				   Page 1

Certain statements in the Letter of the President and Chief Executive Officer
and Chairman of the Board included in the Annual Report to Shareholders and 
in the Managements Discussion and Analysis of Financial Condition and 
Results of Operations and elsewhere in this Form 10-K constitute forward-
looking statements within the meaning of the Reform Act. See Forward-
Looking Statements.

PART I

Item 1.  BUSINESS
		      Item 101 (a) and (c) of Regulation S-K
The Company is the fourth largest roaster, packer, and marketer of coffee in 
the United States based on coffee pounds sold by the Company. Its broad range 
of regular and decaffeinated, ground roast, instant and specialty coffees for 
the Foodservice and Retail Grocery Industries are sold regionally throughout 
the United States and Canada under various well known trademarks, including 
Chock full o' Nuts, LaTouraine and Cain's. Best known among its products is 
Chock full o' Nuts brand premium, vacuum packed, all-method grind coffee.  
The Company is also one of the largest marketers of foodservice and private 
label coffees.  The balance of the Company's business is derived from its 
developing Quikava outlets and from real estate operations.

Incorporated in 1932, for many years, the Company's primary business was the
operation of counter service restaurants, under the Chock full o' Nuts name.  
In 1953, the Company expanded its business by marketing the coffee made famous
in its restaurants to consumers via supermarkets and other Retail Grocery 
outlets.  Impactful advertising, featuring the "Heavenly Coffee" jingle, made 
Chock full o' Nuts brand premium coffee a market leader.  In 1983, Management 
discontinued the Company's restaurant operations and concentrated its efforts 
on the sale of coffee and related food products. In 1994, the Company commenced
opening a limited number of Chock Cafes in the New York metropolitain area.  In
October 1996, the Company adopted a plan to discontinue operations of these 
company-owned cafes.  See Note 4 of notes to consolidated financial statements.


In March 1994, the Company acquired all the assets and liabilities of a company
(Quikava) whose menu features a full assortment of the most popular specialty 
coffee beverages, plus a broad variety of freshly prepared foods and snacks 
specifically suited for in-car consumption. Quikavas unique double drive-thru 
format targets the suburban commuter and is uniquely suited to take advantage 
of the growth of Specialty Coffees "away from home", where annual growth rates 
are significant.

In December 1992, the Company acquired the stock of Cain's Coffee Co. 
("Cains") and certain trademarks related to that business. Cain's primary 
business is the direct sale and distribution of coffee and related products 
under the Cains label to Foodservice customers in twelve states primarily West 
of the Mississippi. Cain's also sells coffee and tea to Retail Grocery 
Customers, using a direct store distribution system.

In November 1992, the Company acquired a controlling interest in a partnership,
which owns Dana Brown Private Brands, Inc., a company which markets and sells 
private label coffee and tea products to food retailers and distributors, 
locate primarily in the Midwest.

In December 1986, the Company acquired Greenwich Mills Company ("Greenwich"). 
Established in 1912, Greenwich is a leading manufacturer and supplier of 
coffee, tea and allied products to Foodservice and private label customers. 
The majority of their customers are located in markets East of the Mississippi.
Greenwich's best known trademark is LaTouraine.
				       Page 2

In November 1993, the Company sold Hillside Coffee of California, Inc., whose 
business consisted of roasting, packing, distributing and marketing specialty 
coffee under the Hillside name, primarily to supermarkets.  See Note 5 of notes
to consolidated financial statements.

Corporate Management is currently focused on the following growth initiatives:
(1) Maximizing the Company's Foodservice franchise by significantly broadening
its customer base for Cain's, Chock full o' Nuts and LaTouraine brand coffee, 
tea and allied products; (2) Increasing Retail Grocery Market shares for such 
higher margin products as Chock full o' Nuts brand Cafe Blend, decaffeinated, 
instant and Rich French Roast coffees; (3) Selectively pursuing new business 
development opportunities that will deliver significant volume and profit 
growth; and (4) Expansion of its developing Quikava drive-thru outlets.

The following table sets forth revenues and operating results from 
continuing operations before interest and corporate expenses 
attributable to the Company's food products sales and real estate 
operations, for the fiscal years ended July 31, 1996, 1995 and 1994:


				    Fiscal Years Ended July 31,
		
				    1996             1995              1994
					       (In Thousands)

Revenues
   Net Sales - Food Products      $321,135          $326,141        $263,511
   Rentals from Real Estate          2,156             2,061           2,060

Operating Profit:
   Food Products (1)                15,059              18,205        10,940 
   Real Estate Operation               671                 490           317 
			    

(1)     See Note 5 of notes to consolidated financial statements 
  regarding product line sold.

COFFEE AND RELATED PRODUCTS

Description of Coffee Market
According to certain available industry surveys and Company estimates, 
total United States coffee sales by manufacturers in 1995 were 
approximately $6 billion. Approximately 30% of 
total United States coffee sales in 1995 were to Foodservice customers.

Foodservice Sales and Marketing
In January 1985, the Company began using Company sales personnel and 
independent food brokers to market its coffee and allied products to 
foodservice customers.  These include chain and independent restaurants, 
hospitals, airlines, schools, governmental institutions, vending and 
office coffee service operators and other institutional distributors. 
In December 1986, the Company acquired Greenwich, which is a major direct 
sales and distribution supplier in the Eastern United States of coffee, 
tea and allied products to Foodservice Customers and private 
label customers.  Greenwich's best-known label is LaTouraine, which enjoys 
a reputation for high quality.  LaTouraine also distributes spices, 
				Page 3

international coffee mixes, speciality coffees, whole bean and pod Espresso, 
hot chocolate, iced and hot tea, powdered soft drinks, soup bases, and 
portion controlled jams, jellies and condiments.

In December 1992, the Company acquired Cain's, which is a major supplier in 
the Midwest and Southwest of products similar to those sold by Greenwich and 
LaTouraine to Foodservice Customers.

In fiscal 1996, approximately 46% of sales were derived from processing and 
marketing coffee and allied products for sale to Foodservice Customers.  
Sales of coffee products to Foodservice Customers have traditionally been 
less price-sensitive and depend more on the level of customer service 
provided. They also tend to generate higher operating margins, due 
to lower marketing and advertising expenses, than do sales of such products 
to Retail Customers.  In addition, the absence of competitors with a 
dominant market position, makes the Company's pricing to Foodservice 
Customers less susceptible, as compared to pricing to Retail Customers, 
to changes in price in response to pricing actions of any single competitor.

Retail Sales and Marketing
The Company currently sells most of its Retail Grocery coffee products to 
supermarket chains, wholesalers and independent food outlets ("Retail 
Customers") through independent food brokers. The Company's retail products 
include coffees sold under the Chock full o' Nuts, Cain's and Safari labels.  
The Company believes that  its best known product, Chock full o' Nuts premium,
vacuum packed, all-method grind coffee, is superior to most competitors in 
being able to produce a more consistent, better tasting, finished brew from a 
single, all-method grind, regardless of the coffee maker used.  The Company 
also sells an "extended yield" coffee, which produces more cups than 
equivalent quantities of standard yield coffee. Additionally, the Company sells
decaffeinated roast and ground coffee, instant coffees, a premium quality 
Cafe blend and a Rich French Roast coffee. 

The Company and Greenwich roast, pack and market regular, decaffeinated and 
instant coffees for sale by others under a variety of private labels.

In fiscal 1996, the Company's coffee sales to Retail Customers accounted 
for approximately 48% of sales and coffee sales under the Chock full oNuts 
label represented approximately 4% of total Branded Retail Grocery coffee 
sales in the United States.  

Chock full o' Nuts all-method grind coffee is sold in most major metropolitan 
areas of the United States and in the provinces of Ontario and Quebec, Canada.
Sales are concentrated in the New York metropolitan area, upstate New York, 
New England, Philadelphia, Washington,D.C. and Florida.  The Company 
believes that its distinctive packaging design and one grind concept are 
important factors in the marketing of its coffee products. Marketing a single 
grind coffee has enabled the Company's all-method grind coffee to be 
consistently one of the fastest moving items off supermarket shelves in its 
core markets.

The sales of Cain's and Safari brand products are concentrated 
in the Midwest and Southwest.

Suppliers and Manufacturing

The Company's coffee is primarily a blend of readily available Central and 
South American coffees.  The Company purchases approximately 100 million 
pounds of green coffee beans annually.   All such coffee is purchased 
from approximately 25 importers located in New York City, New Orleans 
				Page 4

and Miami, who assume the risk of delivering beans that meet the Company's 
quality requirements at a guaranteed price.  The Company generally buys its 
coffee pursuant to contracts providing for delivery in 4 to 12 weeks and 
supplements such contracts with purchases on the spot market.  All purchases 
are subject to inspection and approval by the United States Food and 
Drug Administration.

Manufacturing activities for coffee and related products are presently 
conducted at the following facilities:

	Location                     Principal Use

   Brooklyn, New York...............Coffee Roasting Plant, Warehouse
   St. Louis, Missouri..............Coffee Roasting Plant, Warehouse
   Hialeah, Florida.................Coffee Roasting Plant, Warehouse
   Rochester, New York..............Coffee Roasting Plant, Warehouse
   Oklahoma City, Oklahoma..........Coffee Roasting Plant and Processing
				    Plant for Tea and Related Food
				    Products, Warehouse
   Springfield, Missouri............Processing Plant for Spices, Warehouse

All of the above facilities are owned, except the Rochester, New York 
and Springfield, Missouri facilities, which are leased.  The Company rents 
executive office space in New York City and maintains warehousing facilities 
in over forty-five locations throughout the United States.  The Company 
believes that it has sufficient production capacity to meet its current 
and future needs.

Competition

The coffee business is highly competitive.  The Company competes for 
Retail Customers with a number of nationally and regionally established 
brands.  Its largest competitors are Kraft Foods (Maxwell House, Yuban and 
Sanka coffees), Procter & Gamble (Folger's coffees) and The Nestle Company 
(Hills, MJB and Chase & Sanborn coffees), with combined annual sales 
accounting for approximately 80% of the United States coffee market.  The 
profitability of the Company's coffee sales to Retail Customers is largely 
dependent on competitive pricing conditions.  See "Management's Discussion 
and Analysis of Financial Condition and Results of Operations".

There are many competitors in the business of selling coffee to Foodservice 
Customers. However, the Company believes that no single competitor's sales 
constitute more than 20% of this market.  Sales of coffee, tea and allied 
products to Foodservice Customers have traditionally been less price-sensitive 
and more dependent on the level of service provided to such customers than 
sales of such products to Retail Customers.  In addition, the absence of 
direct competitors with a dominant market position has traditionally made the 
Company's pricing to Foodservice Customers less susceptible, as compared to 
pricing to Retail Customers, to changes in price in response to pricing 
actions of any single competitor.

Quikava

Quikava is the operator and franchisor of double-drive thru outlets, which 
offer a variety of specialty coffees, espresso-based drinks, fresh baked 
goods, sandwiches, other finger foods and snacks.  Quikava units are 
situated on major commuter thoroughfares in suburban markets and offer 
quick-service of quality beverages and snacks.  The Company intends to develop 
additional Quikava units, both company-operated and franchised.  At the fiscal 
year end, the Company was operating eight company owned units and there were 
				Page 5

six operating franchished units. 

Cafes  

In June 1994, with the opening of a flagship store in Midtown Manhattan, the 
Company began to develop the business of operating retail cafes which offered 
moderately priced specialty coffees, sandwiches, salads, bakery products, 
snacks, and other assorted food and beverage products. The cafes had an 
upscale motif, which featured a rich wood and granite interior and utilized a 
quick-service format.

The Company developed a number of formats for expansion of its retail cafe 
concept, including the full cafe (2500 to 3500 square feet with seating for 
45-75), the mini-cafe (400-1000 square feet with limited seating), and Chock 
Full ONuts EXPRESS-Osm (a modular kiosk of 150 square feet).

In October 1996, the Company discontinued the operations of its Cafes. See 
Note 4 of notes to the consolidated financial statements.


RESEARCH AND DEVELOPMENT

The Company invested a nominal amount in research and development for the 
three years ended July 31, 1996.

TRADEMARKS

Certain trademarks (i.e. Chock full o'Nuts, LaTouraine and Cain's) are 
important to the business of the Company.

EMPLOYEES

The Company employs approximately 1,275 employees, 13% of whom are represented
by labor unions. The Company believes that its relations with both union and 
non-union employees are good.


REAL ESTATE OPERATIONS

The Company is both lessor and lessee on certain properties and an owner of 
one property in New York City.  Such properties had been part of the Company's 
original restaurant operations. Additionally, the Company owns a coffee 
roasting facility in Castroville, California which it leases to the owner of 
Hillside Coffee of California, Inc. 

OTHER MATTERS

Reference is made to Notes 4 and 5 of notes to consolidated financial 
statements with respect to the acquisition and disposition of certain assets.

			  Item 101 (b) of Regulation S-K

Segment Information is incorporated herein by reference and is found 
immediately after Management Discussion and Analysis of Financial
Condition and Results of Operations.
			  Item 101 (d) of Regulation S-K

All of the Company's operations are located in the United States.  Export 
sales are not significant.
				   Page 6

Item 2.  PROPERTIES

The Company leases certain premises which are under long-term leases expiring 
on various dates through 2009 and certain of which contain renewal options.  
Reference should be made to Note 6 of the notes to consolidated financial 
statements for additional information about these leases. The following table 
sets forth the location and certain information with respect to the Company's 
plants and certain other properties as of October 10, 1996, all of which 
premises the Company considers adequate for its present and anticipated needs.

PLANTS AND OTHER PROPERTIES
					
		
			      Approximate    Whether
			      Square Feet     Owned   
				  of            Or 
Location      Principal Use   Floor Space    Leased (1)      
Brooklyn,     Coffee Roasting
 New York     Plant,Warehouse    55,000        Owned

St. Louis,    Coffee Roasting
Missouri      Plant,Warehouse    77,000        Owned

Secaucus,     Warehouse and
New Jersey    Offices           104,000        Owned

Hialeah,      Coffee Roasting
Florida       Plant,Warehouse    50,000        Owned

Rochester,    Coffee Roasting
New York      Plant,Warehouse    50,000        Leased

Oklahoma
 City, 
Oklahoma      Coffee Roasting 
	      Plant and 
	      Processing Plant for
	      Tea and Related 
	      Food Products,
	      Warehouse         150,000         Owned

Springfield,  Processing Plant for
 Missouri     Spices, Warehouse  30,000         Leased

574 Fifth 
 Avenue            
 New York,    Real Estate
 New York     Operation          13,000         Leased

422 Madison
 Avenue        
 New York,    Real Estate
 New York     Operation           8,750         Leased

532 Madison 
 Avenue       
 New York,    Real Estate
 New York     Operation          12,250         Leased
				Page 7

49 Broadway   
 New York,    Real Estate
 New York     Operation          12,000         Leased

1420 
 Broadway     
 New York,    Real Estate
 New York     Operation           6,750         Leased

370 Lexington
 Avenue        
 New York,    Corporate  
 New York     Headquarters       11,000         Leased

Waverly 
Place corner
 Green Street  
 New York,    Real Estate
New York      Operation          2,500           Leased

336 
Broadway       
 New York,    Real Estate 
 New York     Operation         10,500            Owned

Castroville,  Real Estate
California    Operation         66,000            Owned

512 Seventh
 Avenue                 
 New York,    Real Estate        
 New York     Operation          2,500            Leased

1114 Avenue
 of the 
Americas                         
 New York,    Real Estate
 New York     Operation          2,800            Leased

43 West 
42 Street                         
 New York,    Real Estate
 New York     Operation            340            Leased

Queen Ann
 Plaza        Quikava
 Norwell, MA  Operation            250            Leased
  
Brown Avenue
 Manchester,
 New 
 Hampshire    Quikava Operation    500            Leased

Natick 
Crossing Mall 
Natick, Mass. Quikava Operation  1,500            Leased

917 Lynnfield 
Street        
Lynn, Mass    Quikava Operation    600            Leased
					Page 8
1148 Main 
Street        
Haverhill,MA  Quikava Operation    600            Leased

84 Milfod 
Road          
 Amherst, 
New Hampshire Quikava Operation    600            Leased

374 Bridge 
Street            
N. Weymouth,  
Mass          Quikava Operation    600            Leased

895 Bald Hill
 Road           
 Warwick,
 Rhode Island Quikava Operation    600            Leased

190 Old Derby 
Street        Headquarters, 
Hingham,MA.   Quikava            1,196            Leased

(1) -- No Company-leased premises are owned by any officer or director of the 
Company. See Note 6 of notes to the consolidated financial statements.

Item 3.  LEGAL PROCEEDINGS
None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF
	 SECURITY HOLDERS                  
Not applicable.
	
PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
	RELATED SECURITY HOLDER MATTERS             

"Common Share Prices" and related security holder matters may be found 
immediately after "Segment Information" on page 45 and is incorporated 
herein by reference.

Item 6.  SELECTED FINANCIAL DATA

"Selected Financial Data"  may be found immediately after Note 11 of the 
Consolidated Financial  Statements on page 40 and is incorporated herein by
reference.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	 AND RESULTS OF OPERATIONS                                  

"Management's Discussion and Analysis of Financial Condition and Results 
of Operations" may be found immediately after "Forward-Looking Statements"
on pages 41 to 44 and is incorporated herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this Item is submitted in a separate section of this report.
				Page 9

Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Not applicable.

	PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MARTIN J. CULLEN-Mr. Cullen was elected to the Board of Directors in 
1981. He has been Vice President of the Company for over 20 years and 
in 1981 was also elected Treasurer of the Company. He is 62 years old 
and has been with the Company for over forty years. His 
responsibilities are principally in the area of purchasing and he is 
currently Secretary of the Company. 

MARVIN I. HAAS-Mr. Haas was elected to the Board of Directors in 
December 1990. In August 1993, Mr. Haas was elected Chief Executive 
Officer and in February 1995, he was elected President. He was Vice 
Chairman of the Board and Chief Operating Officer from October 1991 
until February 1995. He was a consultant to the Company from September 
1989 to May 1990. Mr. Haas was President and Chief Operating Officer 
of Swissrose International (a dairy products importer) for a period of 
more than five years through April 1987 and subsequently was a 
self-employed consultant until joining the Company. He is 54 years 
old.

R. SCOTT SCHAFLER-Mr. Schafler was elected to the Board of Directors 
in March 1993 and is President of Cortec Group, Inc. (a position he 
has held for more than five years), a New York based buyout group 
specializing in the acquisition and operation of middle market 
manufacturing companies with proprietary technology or leading 
distribution channels. He is Chairman of the Board of a Cortec Group 
affiliate, National Controls Corporation, a leading manufacturer of 
electronic controls for food service companies. He is also President 
of Cortec Capital Corporation, General Partner of Cortec Group Fund I, 
LP and the managing partner of entities which manage Cortec Group Fund 
II, LP (the Funds).  Both Funds specialize in the acquisition and 
operation of middle market manufacturing companies. He is 46 years 
old.
   
MARK A. ALEXANDER, M.D.-Dr. Alexander was elected to the Board of 
Directors in October 1993. He is Vice President of Metropolitan Life 
Insurance Company (a position he had held for more than five years). 
His responsibilities include managing the decentralized personal life 
insurance medical underwriting activities for Metropolitan. He is 46 
years old. (Term to expire at the 1997 Annual Meeting).

NORMAN E. ALEXANDER-Mr. Alexander was elected to the Board of 
Directors in 1982. In February 1994, he was elected non-executive 
Chairman of the Board of Directors. He is Chairman and Chief Executive 
Officer of Sequa Corporation, a company providing a broad range of 
products and services to customers in commercial and government 
markets (a position he has held for more than five years). He is 82 
years old. He is also a director of Richton International Corporation. 
(Term to expire at the 1998 Annual Meeting).
  
STUART Z. KRINSLY-Mr. Krinsly was elected to the Board of Directors in 
September 1992. He is Senior Executive Vice President and General 
Counsel of Sequa Corporation, a company providing a broad range of 
products and services to customers in commercial and government 
markets (a position he has held for more than five years). He is also
a director of Sequa Corporation. He is 79 years old. 
(Term to expire at the 1998 Annual Meeting).
				Page 10

HOWARD M. LEITNER-Mr. Leitner joined the Company in August 1980 as 
Chief Financial and Accounting Officer and later that year was elected 
a director. He was President of the Company from August 1986 until 
February 1995 and currently is a Senior Vice President. He has been a 
Certified Public Accountant for more than 20 years and for two years 
prior to joining the Company he was an Audit Manager for Ernst & 
Whinney (now known as Ernst & Young), the successor to S. D. 
Leidesdorf & Co., with whom Mr. Leitner had been employed as an 
accountant for the 15 preceding years. He is 55 years old. 
(Term to expire at the 1997 Annual Meeting).

HENRY SALZHAUER-Mr. Salzhauer was elected to the Board of Directors in 
July 1992. He is a Vice President of Benjamin Partners, Inc. ("BPI"), 
an investment firm. Prior to December 1993, he was a Vice President of 
Benjamin Electrical Engineering Works, Inc. ("BEEW"), an electrical 
contracting company (a position he had held for more than five years). 
He is 61 years old. In November 1993, BEEW sold its electrical 
contracting assets, including its name, to Fischbach & Moore, Inc. 
another electrical contractor, and changed its name to BPI. 
(Term to expire at the 1997 Annual Meeting). 

DAVID S. WEIL-Mr. Weil was elected to the Board of Directors in April 
1990. He is President and Chief Executive Officer of Ampacet 
Corporation, a company which is a plastics raw material producer, 
specializing in the manufacture of color and additive masterbatches 
used by plastic processors, (a position he has held for more than five 
years). He is 71 years old. 
(Term to expire at the 1998 Annual Meeting).

Norman E. Alexander is the father of Mark A. Alexander.  There is no 
other family relationship between any officer or director of the 
Company.

There are five meetings of the Company's Board of Directors held 
during the Company's last fiscal year.  The Board of Directors has a 
Compensation Committee which is comprised of Virgil Gladieux, Henry 
Salzhauer and David S. Weil.  The Compensation Committee which met 
once in fiscal year 1996 performs the function of evaluating the work 
performance of the Company's executive and administrative employees 
and determining compensation for such persons.  The report of the 
compensation committee appears in Item 11.  The Board of Directors has
a Nominating Committee comprised of Norman E. Alexander, Stuart Z. Krinsly
and Henry Salzhauer which evaluates potential members of the Board of 
Directors. The Nominating Committee seeks potential nominees for Board 
membership in many ways and will consider suggestions submitted by 
stockholders if  mailed to the Secretary of the Company.  The Board of 
Directors has an Audit Committee comprised of Mark A. Alexander, 
Virgil Gladieux, R. Scott Schafler and David S. Weil.  This Committee 
met twice relative to the Company's 1996 fiscal year.  The Audit 
Committee approved the selection of Ernst & Young as the Company's 
independent auditors and met with the auditors to review the planned 
scope and the results of the audit.  The Board of Directors has an 
Executive Committee comprised of Norman E. Alexander, Marvin I. Haas, 
Stuart Z. Krinsly and David S. Weil.  The Executive Committee may 
				Page 11

exercise the power and authority of the Board of Directors when the 
entire Board is unable to convene.  All directors, except Virgil 
Gladieux, attended at least 75% of the aggregate of the total number 
of meetings of the Board of Directors and of all committees of the 
Board on which that director served.

Item 11.  EXECUTIVE COMPENSATION

The following information is furnished with respect to each of the 
five highest compensated executive officers of the Company who were 
executive officers of the Company at any time during the fiscal year 
ended July 31, 1996: 
 
COMPENSATION TABLE
 
					      Annual Compensation
						(In Thousands)
					 ------------------------- 
Name and              Fiscal                                Other Annual 
Principal Position     Year      Salary        Bonus        Compensation 
--------------------  ------    --------      --------    ---------------  
								 (a) 
Marvin I. Haas         1996       $269                           $20 
President and          1995        273          $104 
Chief Executive 
Officer                1994        273           100

Howard M. Leitner      1996        222                            20 
Senior Vice Pre-
sident and             1995        225            92
Chief Financial 
Officer                1994        225

Thomas Donnell         1996        167            72               5 
President and 
Chief Executive        1995        164            83
Officer of Cain's 
Coffee Company         1994        169            60

Martin J. Cullen       1996        186                            20 
Vice President,
 Secretary             1995        193            74
and Treasurer          1994        192

Anthony Fazzari        1996        175            30              11 
Senior Vice 
President  Retail      1995        186            73
Sales and
 Marketing             1994        179            23
------
(a) Perquisites include use of corporate automobiles (ranging between 
$2,000 and $10,000) and life insurance premiums (ranging between $2,000 and 
$10,000). 

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

There were no options/SARs granted during fiscal 1996 to the named 
executives.                      Page 12
  
As of July 31, 1996, Marvin I. Haas, Howard M. Leitner, Thomas 
Donnell, Martin J. Cullen and Anthony Fazzari have options to acquire 
250,000, 16,000, 10,000, 10,000 and 10,000 shares, respectively, of 
Company Common Stock, none of which are currently exerciseable.
Restricted share holdings at July 31, 1996, pursuant to 
agreements described in Item 13 for Mr. Leitner and Mr. Cullen 
amounted to 54,939 shares and 5,493 shares, respectively.
  
The Company has established a Benefits Protection Trust with Shawmut 
Bank, N.A. (the Trust Fund) and has contributed $700,000 thereto.  
The Trust Fund is to be used for litigation expenses incurred by 
Company employees, including all executive officers of the Company, in 
the event that after a Change-in-Control (as defined) the new 
management of the Company refuses to pay benefits under any employment 
contract or any employee benefit plan maintained by the Company.
 
As compensation for their services, each independent director (i.e. 
a director who is not also an officer or employee of the Company) is 
paid $16,000 in cash.  Eash independent director who is a member of 
the Audit Committee or the Compensation Committee is paid $1,000 for 
attendance at a meeting of the Committee on which he serves.  The 
Company does not pay director fees to directors who are employees of 
the Company.
  
Annual pension payments as of July 31, 1996 under the Company's 
defined benefit plan which would be payable for Messrs. Haas, Leitner, 
Donnell, Cullen and Fazzari (assuming normal retirement date) amount 
to approximately $23,000, $42,000, $11,000, $109,000 and $33,000.
  
Report of the Compensation Committee on Executive Compensation
  
The Compensation Committee's responsibilities include establishing 
the Company's policies  governing compensation of officers and other 
key executives of the Company. The Committee's principal objective in 
setting such policies is to develop a program designed to attract and 
retain officers and other key executives critical to the success of 
the Company and to reward and motivate those executives for 
performance which enhances the profitability of the Company and 
creates value for its shareholders. 
 
To achieve these objectives, the Compensation Committee has developed 
a competitive, market-driven base salary program coupled with an 
annual incentive cash bonus plan geared toward performance. Base 
salaries, prior to bonus awards, for officers and key executives have 
been fixed at levels believed to be within a competitive range for 
comparable positions in comparable companies. The President and Chief 
Executive Officer can receive a bonus of from 25% to 90% of base pay 
dependent upon the achievement of certain targeted levels of earnings 
per share and a return on net assets at an agreed upon percent. The 
President and Chief Executive Officer of Cain's Coffee Company can 
receive a bonus of from 25% to 45% of base pay dependent upon a return 
on net assets at an agreed upon percentage of such company. Both the 
Senior Vice President and Chief Financial Officer and the Vice 
President, Secretary/Treasurer can receive a bonus from 12.5% to 45% 
of base pay dependent upon the achievement of certain targeted levels 
of earnings per share and a return on net assets at an agreed upon 
percent. The Senior Vice President of Retail Sales and Marketing can 
receive a bonus of from 22.5% to 45% of base pay dependent upon sales 
volume and a return on net assets and operating profit at an agreed 
upon percent. In addition, certain other officers and key executives 
can receive a bonus up to 45% of base pay based on specified levels of 
sales volume, margins, purchasing efficiencies,  manufacturing plant 
expenditures, operating  results, a return on net assets at an agreed 
upon percent and the achievement of certain targeted levels of 
				Page 13

earnings per share. Tying a significant portion of overall executive 
compensation to the achievement of performance objectives and thus 
making such bonus "at risk" is believed to align the financial 
interests of the participating executives with those of the Company 
and its shareholders. The bonus is only paid if the executive is 
employed as at the last day of the fiscal year. In addition, 
non-qualified stock options are also granted, from time to time, based 
upon long-term corporate objectives and individual circumstances. In 
determining long-term incentive grants, the Compensation Committee has 
set shareholder value creation as a priority. During fiscal 1996, no 
non-qualified stock options were granted to the named executives.  The 
incentive cash bonus program for fiscal 1996 was reviewed for the 
Compensation Committee by a senior external compensation consulting 
specialist and found to utilize accepted incentive compensation 
techniques, including quantifiable operating objectives that must be 
met to receive an incentive award and structures that tie awards 
directly to performance through sliding scale payout schedules that 
include performance thresholds and payout caps.  
 
The base salary levels for the President and Chief Executive Officer 
and all other officers and key executives are reviewed and approved by 
the Compensation Committee based upon competitive salary data 
developed for the Committee in consultation with the senior external 
compensation consulting specialist. This data includes salaries paid 
to executives at comparable corporations and is affected by overall 
salary movement in the workplace, generally, and the food industry in 
which the Company operates. Salary changes are recommended to the 
Compensation Committee based upon a comparison between each 
executive's base pay and those of other companies of similar size in 
the food industry, the length of service of each executive and how 
well each executive has performed in relation to predetermined goals 
and other operational issues which may have arisen during the 
preceding year. 
 
Compensation for the Chief Executive Officer for 1996 was determined 
in accordance with the preceding factors. Mr. Haas' compensation also 
reflected his inclusion in the incentive bonus program which can 
provide a substantial part of his overall potential compensation 
dependent upon the performance of the Company.

COMPENSATION COMMITTEE

Virgil Gladieux, Chairman
HENRY SALZHAUER
DAVID S. WEIL
				     
				  PENSION PLAN
 
The Chock Full O'Nuts Corporation Pension Plan is a noncontributory 
defined benefit plan covering all non-union employees of the Company. 
Employees become eligible for membership in the Plan on the 
anniversary dates coinciding with or next following the date of 
attainment of age 20 1/2 and completion of a year of service. 
Participants become fully vested after 5 years of service. Prior 
thereto there are no benefits payable under the Plan. 
				  Page 14

The Plan provides normal retirement benefits, reduced early retirement 
benefits and increased post-retirement benefits which are available at 
the employee's option. Benefits are payable in the form of a straight 
life annuity or a 50% joint and survivor annuity. At Normal Retirement 
(age 65) or Postponed Retirement (age 70), a participant receives an 
annual pension payable in equal monthly installments equal to 2% of 
his final 5 year average compensation times credited service to a 
maximum of 50% of the final 5 year average compensation. Credited 
service includes years of service rendered after reaching age 22. The 
years of credited service under the Plan at July 31, 1996 of Messrs. 
Haas, Leitner, Donnell, Cullen, and Fazzari are 6, 16, 2, 25, and 8, 
respectively. 
 
Marvin I. Haas and Howard M. Leitner are the Trustees of the Plan.
 
The table below shows the estimated annual pension benefits at 
normal retirement age to an employee upon retirement under the Plan. 
 
   Final                                                
  Average                                               
 Earnings  15 Years 20 Years 25 Years 30 Years 35 Years 
---------- -------- -------- -------- -------- -------- 
$300,000                                                
and higher  $90,000 $120,000 $120,000 $120,000 $120,000 
$250,000     75,000  100,000  120,000  120,000  120,000 
$200,000     60,000   80,000  100,000  100,000  100,000 
$150,000     45,000   60,000   75,000   75,000   75,000 
$100,000     30,000   40,000   50,000   50,000   50,000 

 401(k) CASH OR DEFERRED COMPENSATION PLAN


The Company maintains a tax-qualified 401(k) cash or deferred 
compensation plan that covers certain employees who have completed one 
year of service and attained age 20.  Participants are permitted, 
within the limitations imposed by the Internal Revenue Code, to make 
pre-tax contributions to the plan pursuant to salary reduction 
agreements.  The contributions of the participants are held in 
separate accounts which are always fully vested.

			   
DEFERRED COMPENSATION PLAN
 
  The Chock Full O'Nuts Deferred Compensation Plan for certain key 
executives (the "Deferred Compensation Plan") became effective August 
1, 1987. The purpose of the Deferred Compensation Plan is to 
supplement the pension benefits available to certain officers and key 
employees of the Company under the Chock Full O'Nuts Corporation 
Pension Plan and to further the growth in the earnings of the Company 
by offering long-term incentives to such officers and key employees 
who will be largely responsible for such growth. While the arrangement 
is considered unfunded for tax purposes, the Company and Wachovia Bank 
& Trust Company have entered into a grantor trust agreement 
establishing a trust fund to aid the Company in accumulating the 
amounts necessary to satisfy its liability for deferred compensation 
benefits. The assets of the trust will at all times be subject to the 
claims of the Company's creditors. The Company will make contributions 
annually in an amount which will fully fund each covered executive's 
benefit as of his expected retirement, and will make payments of 
deferred compensation benefits to the extent the trust does not. 
				Page 15
 
Pursuant to the provisions of the Deferred Compensation Plan, the 
Compensation Committee of the Board shall determine those employees 
who shall be entitled to participate in the Deferred Compensation Plan 
and the amount of the supplemental benefits to be paid to any such 
participant. Upon such determination, such employee and the Company 
shall enter into a deferred compensation agreement which specifies the 
amount and rights of such participant to receive supplemental pension 
benefits. 
 
  As of the date hereof there are no deferred compensation agreements 
outstanding under the Deferred Compensation Plan. 
 
	EMPLOYEE STOCK OWNERSHIP PLAN
 
  In November 1988, the Company's Board of Directors approved the 
Chock Full O'Nuts Corporation Employee Stock Ownership Plan ("ESOP") 
which is a noncontributory plan established to acquire shares of the 
Company's common stock for the benefit of all eligible employees. In 
December 1988, March 1989, February 1990, January 1991, April 1991, 
May 1995 and September 1995 the Company loaned the ESOP $1,000,000, 
$750,000, $1,140,000, $325,000, $675,000, $500,000 and $500,000, 
respectively, to be repaid in equal annual installments over eight 
years from the date of the loan with interest primarily at 9% and 10%. 
With the proceeds of the December 1988 and March 1989 loans, the ESOP 
purchased approximately 110,000 and 85,000 shares of the Company's 
common stock from certain directors and officers at a price of $8.125 
and $8 per share (the then current market prices). With the proceeds 
of the January 1991 and April 1991 loans, the ESOP purchased 
approximately 134,000 shares of the Company's common stock from 
certain directors, officers and employees at prices of $5.625 and 
$7.75 per share (the then current market prices). Howard Leitner and 
Martin Cullen sold approximately 57,100 and 12,700, respectively, of 
such shares, to the ESOP for which they received approximately 
$429,000 and $120,000. With the proceeds of the February 1990, May 
1995 and September 1995 loans, the ESOP purchased approximately 
371,000 shares of the Company's common stock in the open market at 
prices between $5.50 and $6.50 per share(the then current market 
prices). Each full-time employee of the Company who is not represented 
by a labor union is eligible to participate in the ESOP on the date 
which is one year after the date of his employment by the Company. All 
such participating employees are vested in those shares allocated to 
their specific accounts after a period of five years. Shares are 
allocated to participant's accounts annually based upon the annual 
compensation (up to $150,000) earned by each participant. As the 
Company makes annual contributions to the ESOP, these contributions 
are used to repay the loans to the Company, together with accrued 
interest. Deferred compensation equal to the loans has been recorded 
as a reduction of stockholders' equity representing the Company's 
prepayment of future compensation expense. As the loans are repaid, 
common stock is allocated to ESOP participants and deferred 
compensation is reduced by the amount of the principal payment on the 
loans. Marvin I. Haas and Howard M. Leitner are the administrators of 
the ESOP. 
 
As of October 31, 1996 a total of 3,851 shares, 3,719 shares, 942 shares, 
5,347 shares and 4,779 shares of common stock were allocated to each of 
the accounts of Messrs. Haas, Leitner, Donnell, Cullen and Fazzari, 
respectively. 
				     Page 16

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth, as of October 8, 1996, the shares of 
the Company's Common Stock owned beneficially by the present directors 
and nominees of the Company individually and by all present directors, 
nominees and executive officers of the Company as a group: 
 
 Name of                   Common Stock                 Percent  
 Beneficial Owner       Beneficially Owned              of Class     
-------------------   ----------------------------     ------------ 
Marvin I. Haas                 416,124(1)                3.9%(1) 
Howard M. Leitner              318,061(1)                3.0%(1) 
Mark A. Alexander                1,920(2)
Norman E. Alexander             46,179(3)                   *
Martin J. Cullen                16,779                      *
Virgil Gladieux                 54,776(4)                   *
Stuart Z. Krinsly                1,280(5)                   *
Henry Salzhauer                  6,075(6)                   *
R. Scott Schafler                3,182                      *
David S. Weil                    6,796                      *

All Directors and executive officers as      
a group (14 persons), including the           
above named persons         1,501,821(1)(2)     14.0%(1)
------
* Less than 1% of class.

(1) Includes 254,100 shares owned by the Chock Full O'Nuts Corporation 
Pension Trust of which Marvin I. Haas and Howard M. Leitner are the 
Trustees. See Pension Plan in Item 11.
(2) Represents shares which would be received upon conversion of 
$15,000 of the Company's 8% Convertible Subordinated Debentures. 
(3) Includes 44,884 shares owned by Galleon Syndication Corporation of 
which Norman E. Alexander owns 100% of the issued and outstanding 
capital stock. 
(4) Includes 50,050 shares owned by Advanced Restaurant Concepts, Inc. 
of which Virgil Gladieux owns 100% of the issued and outstanding 
capital stock.  Mr Gladieux will not be continuing as a directors 
after December 19, 1996.
(5) Represents shares which would be received upon the conversion of 
$10,000 of the Company's 8% Convertible Subordinated Debentures. 
(6) Represents shares which would be received upon the conversion of 
$50,000 of the Company's 7% Convertible Senior Subordinated 
Debentures. 
 
The following tables sets forth, as of October 8, 1996, the shares 
of the Company's Common Stock owned beneficially by persons known to 
the Company to own more than five percent of the outstanding shares of 
the Common Stock of the Company: 
 
					Common
					Stock           Percent
				    Beneficially          of
Name and Address                        Owned            Class        
-------------------------------   -----------------   -----------    
Chock Full O'Nuts Corporation  
Employee Stock Ownership Plan
Chock Full O'Nuts Corporation
370 Lexington Avenue                    
New York, New York 10017              705,092(1)         6.6%(1)
				Page 17

Gabelli Funds, Inc.   
One Corporate Center  
Rye, New York 10580                  1,585,390(2)       13.6%(2)
Dimensional Fund Advisors Inc. 
1299 Ocean Avenue        
11th Floor     
Santa Monica, California 90401         771,390(3)         7.2%(3)
David L. Babson & Company, Inc.  
One Memorial Drive 
Cambridge, Massachusetts 02142         687,823(4)         6.4%(4)
HBK Investments Holdings, L.P. 
777 Main Street 
Suite 2750 
Fort Worth, Texas 76102                835,482(5)         7.2%(5)
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, California  90017         920,788(6)         8.6%(6)
------

(1) See "Employee Stock Ownership Plan" in Item 11.
(2) Includes 500,121 shares which would be received upon conversion of 
$4,116,000 of the Company's 7% Convertible Senior Subordinated 
Debentures and 389,372 shares which would be received on conversion of 
$3,041,000 of the Company's 8% Convertible Subordinated Debentures. 
This information has been confirmed to the Company by Gabelli Funds 
Inc. on October 16, 1996. 
(3) This information has been confirmed to the Company by Dimensional 
Fund Advisors, Inc. on October 8, 1996. 
(4) This information has been confirmed to the Company by David L. 
Babson & Company on October 8, 1996. 
(5) Represents shares which would be received upon conversion of 
$6,876,000 of the Company's 7% Convertible Senior Subordinated 
Debentures as  reported on Amendment No.4 to Schedule 13G on 
September 19,1996. 
(6) The information has been confirmed to the Company by The TCW 
Group, Inc. on October 8, 1996.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 1987 and January 1988, the Company issued an aggregate of 
500,000 shares of its common stock to certain senior key executives 
pursuant to the Company's Incentive Compensation Plan under restricted 
stock agreements which provide that the shares are to vest ratably 
over a period of 14 years. The unvested portion of the shares are 
subject to forfeiture in the event the Company terminates employment 
for Cause or the employee terminates employment for a reason other 
than death, disability, retirement at or after normal retirement date 
or Good Reason and to accelerated vesting in the event of termination 
of employment by the Company for any reason other than Cause or 
termination of employment by the employee for Good Reason, death, 
disability or retirement. Messrs. Howard Leitner and Martin Cullen 
were awarded 100,000 and 10,000 shares, respectively, pursuant to 
these agreements. The number of shares distributed to participants was 
based upon the fair value of the shares at the date of the award which 
takes into account the market price of the shares on such date as well 
as the length and nature of the restrictions imposed upon the award. 
The fair value of the shares awarded to Messrs. Leitner and Cullen, 
respectively, pursuant to these agreements was $290,000 and $29,000. 
				  Page 18

Certain of the Company's employees (including, but not limited to 
officers) are furnished with an automobile in connection with their 
business duties. 
 
The Board of Directors has adopted an Unfunded Directors Retirement 
Plan (the "Directors Plan") for directors who are not and never have 
been employees of the Company (the "Outside Directors"). Each Outside 
Director who retires from the Board with at least five full years of 
service as a director of the Company shall, at the latter of age 65 or 
on the date on which such director retires from the Board (the 
"Payment Date") receive for a period of 10 years from the Payment Date 
an annual cash benefit payment (the "Retired Director's Fee") equal to 
the regular annual director's fee in effect upon such director's 
retirement; provided, however, that if such director is terminated as 
a director following a change in control (as defined in the Company's 
Severance Benefit Payment Plan) the balance of such director's then 
current term shall be credited toward his five-year service 
requirement and in addition, the surviving spouse of any director who 
dies (in office or after retirement) after meeting the foregoing age 
and service requirements shall receive or continue to receive such 
director's benefits for the balance of the 10 year period during which 
the deceased director was entitled thereto, and payment of such 
Retired Director's Fee shall terminate upon the death of any such 
director and such director's surviving spouse. Benefits are currently 
being paid to the surviving spouse of a deceased director. As of  
October 31, 1996, three Outside Directors meet the age and service 
requirements for the receipt of benefits in the event of their 
retirement, one of those directors (Virgil Gladieux) retired December
19, 1996 and will thereafter begin receiving benefits.
 
In December 1988, March 1989, January 1991 and April 1991 the Chock 
Full O'Nuts Corporation Employee Stock Ownership Plan purchased shares 
of the Company's common stock from certain directors and officers as 
more fully described under the section headed "Employee Stock 
Ownership Plan" in this Item 11. 
 
 

PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (2) The response to this portion of Item 14 is submitted as a 
separate section of this report.

(3) The response to this portion of Item 14 is submitted as a separate 
   section of this report (see below).

(b)  Reports on Form 8-K:
		None

(c)  The response to this portion of Item 14 is submitted as a separate 
section of this report (see below).

(d)  The response to this portion of Item 14 is submitted as a separate 
section of this report.

Pursuant to Regulation S-K Item 601, following is a list of Exhibits.

Exhibit 3       Articles of incorporation and by laws.
				Page 19

       (a)      Articles of incorporation filed as an Exhibit to Form 10-K 
		for the fiscal year ended July 31, 1994 is incorporated herein
		by reference.

       (b)      By-laws filed as an Exhibit to Form 10-K for the fiscal year 
		ended July 31 1994 is incorporated herein by reference.

Exhibit 4    Instruments defining the rights of security holders, including
		indentures.

       (a)      Indenture dated as of September 15, 1986 between the Company 
		and Manufacturers Hanover Trust Company ("Manufacturers")   
		filed as an Exhibit to Form 10-K for the fiscal year ended 
		July 31, 1994 is incorporated herein by reference.

       (b)      Form of the Company's 8% Convertible Subordinated Debenture 
		included in Exhibit 4(a)filed as an Exhibit to Form 10-K for 
		the fiscal year ended July 31, 1994 is incorporated herein by 
		reference.

       (c)      Instrument of resignation, appointment and acceptance dated 
		August 9, 1993 among the Company, Manufacturers and Liberty 
		Bank and Trust Company of Oklahoma City filed as an Exhibit 
		to Form 10-K for the fiscal year ended July 31, 1994 is 
		incorporated herein by reference.

       (d)      Indenture dated as of April 1, 1987 between the Company and
		IBJ Schroder Bank and Trust Company filed as an Exhibit to 
		Form 10-K for the fiscal year ended July 31, 1994 is 
		incorporated herein by reference.

       (e)      Form of the Company's 7% Convertible Senior Subordinated 
		Debenture included in Exhibit 4(d) filed as an Exhibit       
		to Form 10-K for the fiscal year ended July 31, 1994 is 
		incorporated herein by reference.

Exhibit 9       Voting Trust Agreement, not applicable.



Exhibit 10   Material contracts

(a)     Rights Agreement, dated as of December 30, 1987, with IBJ Schroder 
	Bank and Trust Company, as Rights Agent, the form of Rights Certificate
	and Summary of Rights to Purchase Common Stock filed as an Exhibit to 
	Form 10-K for the fiscal year ended July 31, 1994 is incorporated 
	herein by reference.

(b)     Benefits protection trust with National Westminster Bank USA filed as 
	an Exhibit to Form 10-K for the fiscal year ended July 31, 1994 is 
	incorporated herein by reference.

(c)     Resolution of the Board of Directors adopting severance policy filed 
	as an Exhibit to Form 10-K for the fiscal year ended July 31, 1994 is 
	incorporated herein by reference.

(d)     Chock full o' Nuts Corporation Employees Stock Ownership Plan dated 
	December 16, 1988 filed as an Exhibit to From 10-K for the fiscal year 
	ended July 31, 1995, is incorporated herein by reference.
				       Page 20

(e)     Amended and Restated Credit Agreement dated December 4, 1992, amended 
	and restated as of January 1, 1996, among Chock full o' Nuts 
	Corporation and its Subsidiaries and National Westminster Bank N.A., 
	now known as Fleet Bank, N.A., and Chemical Bank, now known as 
	the Chase Manhattan Bank, filed herewith.

(f)     Form of restricted stock agreement dated January 2, 1988 with key 
	employees (including certain officers and directors) filed as an 
	Exhibit to Form 10-K for the fiscal year ended July 31, 1994 is 
	incorportated herein by reference.



Exhibit 11  Statement re:  Computation of Per Share Earnings

Exhibit 12  Statement re:  Computation of ratios, not applicable.

Exhibit 13  Not applicable.

Exhibit 18  Letter rechange in accounting principles, not applicable.

Exhibit 21  Subsidiaries of the registrant.

Exhibit 22  Published report regarding matter submitted to vote of security
	    holders, not applicable.

Exhibit 23  Consent of experts and counsel, not applicable.

Exhibit 24  Power of attorney, not applicable.

Exhibit 27  Financial Data Schedule.

Exhibit 99  Additional exhibits, not applicable.




	
	SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

					   CHOCK FULL O' NUTS CORPORATION
						     (Registrant)

October 13, 1996  /s/ Howard M. Leitner
		      Howard M. Leitner, Vice President,
		      Chief Financial and Accounting Officer
		      and Director    

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

October 13, 1996 /s/ Norman E. Alexander October 13, 1996 /s/ Mark A. Alexander
		     Norman E. Alexander                      Mark A. Alexander
		     Chairman of the Board                    Director
					Page 21

October 13, 1996                         October 13, 1996 /s/ Martin J. Cullen
		     Virgil Gladieux                          Martin J. Cullen
		     Director                                 Vice President 
							      and Director

October 13, 1996 /s/ Stuart Z. Krinsly   October 13, 1996 /s/ Marvin I. Haas
		     Stuart Z. Krinsly                        Marvin I. Haas
		     Director                                 President and 
							      Chief Executive 
							      Officer and 
							      Director

October 13, 199  /s/ Howard M. Leitner   October 13, 1996 /s/ Henry Salzhauer
		     Vice President and                       Director
		     Chief Financial Officer                
		     and Director 
		     

October 13, 1996 /s/ R. Scott Schafler   October 13, 1996 /s/ David S. Weil
		     R. Scott Schafler                        Director
		     Director                        




ANNUAL REPORT ON FORM 10-K
	ITEM 8, ITEM 14(a)(1) AND (2), (c) and (d)

	LIST OF FINANCIAL STATEMENTS, SUPPLEMENTARY DATA 
	AND FINANCIAL STATEMENT SCHEDULES

	CERTAIN EXHIBITS

	YEAR ENDED JULY 31, 1996

	CHOCK FULL O' NUTS CORPORATION

	NEW YORK, NEW YORK
	





FORM 10-K--ITEM 14(a)(1) and (2)

CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND SCHEDULES


The following consolidated financial statements of the Registrant and its 
subsidiaries are included in Item 8:
								   Page
Report of Independent Auditors..................................... 23
Consolidated Balance Sheets--July 31, 1996 and 1995.................24 and 25
Consolidated Statements of Operations--Years Ended
  July 31, 1996, 1995 and 1994......................................26
				Page 22

Consolidated Statements of Cash Flows--
  Years Ended July 31, 1996, 1995 and 1994..........................27 and 28
Consolidated Statements of Stockholders' Equity--
  Years Ended July 31, 1996, 1995 and 1994..........................29 and 30
Notes to Consolidated Financial Statements......................... 31 to 40

The following consolidated financial statement schedule of the registrant and 
its subsidiaries is included in Item 14(d):
							       Page
Schedule II -- Valuation and Qualifying Accounts....................... 46
All other schedules for which provision is made in the applicable accounting 
regulation of the Securities and Exchange Commission are not required under 
the related instructions or are inapplicable, and therefore have been omitted.



Ernst & Young LLP

Report of Independent Auditors



The Board of Directors and Stockholders
Chock Full o'Nuts Corporation
New York, NY  


We have audited the accompanying consolidated balance sheets of Chock Full 
o'Nuts Corporation and subsidiaries as of July 31, 1996 and 1995, and the 
related consolidated statements of operations, stockholders equity, and cash 
flows for each of the three years in the period ended July 31, 1996.  Our 
audits also included the financial statement schedule listed in the index at 
Item 14(a).  These financial statements and schedule are the responsibility of
the Companys management.  Our responsibility is to express an opinion on 
these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements. An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Chock Full o'Nuts Corporation and subsidiaries at July 31, 1996 and 1995, 
and the consolidated results of their operations and their cash flows for each 
of the three years in the period ended July 31, 1996 in conformity with 
generally accepted accounting principles.  Also, in our opinion, the related 
financial statement schedule, when considered in relation to the basic 
financial statements taken as a whole, presents fairly in all material 
respects the information set forth therein.
				       Page 23



ERNST & YOUNG LLP
October 10, 1996



CONSOLIDATED BALANCE SHEETS
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
July 31, 1996 and 1995

ASSETS                                          1996              1995    

CURRENT ASSETS:
Cash and cash equivalents                   $16,293,783         $8,357,152
Receivables, principally trade, less
allowances for doubtful accounts and
  discounts of $1,133,000 and $1,251,000--                        
Notes 2 and 10(a)                            30,989,008         37,689,286 
Inventories--Notes 1 and 2                   59,637,802         60,551,535    
Investments in marketable securities,
 at cost (approximates market)                  128,099          6,972,928
  Prepaid expenses and other -- Note 3  
					      3,539,776          2,916,690
 TOTAL CURRENT ASSETS                       110,588,468        116,487,591

NET NON-CURRENT ASSETS OF
 DISCONTINUED
  OPERATIONS -- Note 4                                           3,813,609

PROPERTY, PLANT AND EQUIPMENT, at cost-
	Note 2:
   Land                                       3,114,889          3,114,889
   Buildings and improvements                14,675,708         14,457,466
   Leaseholds and leasehold 
   improvements                               1,825,464          2,443,678
   Machinery and equipment                   74,067,267         67,499,258
					     93,683,328         87,515,291
   Less allowances for depreciation and
   amortization                              45,172,084         39,056,022
						
					     48,511,244         48,459,269 
REAL ESTATE HELD FOR DEVELOPMENT OR SALE
	at cost -- Note 2                     7,691,267          7,747,107

OTHER ASSETS AND DEFERRED CHARGES, 
  net--Note 10(b)                            26,976,132         24,628,629
			

EXCESS OF COST OVER NET ASSETS  
  ACQUIRED, net                               5,668,008          5,869,138
								
					   $199,435,119       $207,005,343
See notes to consolidated financial statements

					      Page 24

CONSOLIDATED BALANCE SHEETS - Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
July 31, 1996 and 1995

						  1996            1995   

LIABILITIES AND STOCK
HOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable                           $  10,469,300     $ 12,937,578
  Accrued expenses                              11,346,483       12,407,281
  Income taxes--Note 3                           1,719,575        1,530,543
  TOTAL CURRENT 
    LIABILITIES                                 23,535,358       26,875,402

LONG-TERM DEBT -- 
 Note 2                                        105,235,468      106,568,896

OTHER NON-CURRENT
 LIABILITIES                                     1,586,231        1,468,358

DEFERRED INCOME
 TAXES -- Note 3                                 5,591,000        7,156,000

STOCKHOLDERS'
 EQUITY--Notes 2 and 7:
 Common stock, par value
 $.25 per share;
  Authorized 50,000,000 shares;
  Issued 11,211,068 shares                       2,802,767        2,802,767
  Additional paid-in capital                    51,357,008       51,357,008
  Retained earnings                             17,434,755       18,970,435  
						71,594,530       73,130,210  

    Deduct:
     Cost of 475,522 shares
     in treasury                                (6,573,719)      (6,573,719) 
     Deferred compensation
     under stock bonus plan
     and employees' stock                         
     ownership plan                             (1,533,749)      (1,619,804) 
       TOTAL STOCK
       HOLDERS' EQUITY                          63,487,062       64,936,687  

LEASES--Note 6                                             
					      $199,435,119     $207,005,343  

See notes to consolidated financial statements
					Page 25

CONSOLIDATED STATEMENTS OF OPERATIONS
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
Years ended July 31, 1996, 1995 and 1994

			      1996               1995             1994     
Revenues:
  Net sales                $321,134,537      $326,140,872      $263,511,410    
  Rentals from 
  real estate                 2,156,070         2,061,015         2,059,647 
			    323,290,607       328,201,887       265,571,057
Costs and expenses:       
  Cost of sales             229,477,193       230,962,257       175,237,889
  Selling, general and  
   administrative 
   expenses                  77,223,407        77,396,552        77,599,496
  Expenses of real 
   estate                     1,484,681         1,571,090         1,742,462  
			    308,185,281       309,929,899       254,579,847
OPERATING
  PROFIT--Note 5             15,105,326        18,271,988        10,991,210
Interest and dividend
   income                       865,145           903,887           867,517   
Interest expense             (8,783,798)       (9,191,495)       (8,802,413)   
Gain on sale of
 product line -- Note 5                                          12,475,246
Other income -- 
  Note 10(d)                    520,692           763,597           775,292    
    INCOME BEFORE
 INCOME TAXES                 7,707,365        10,747,977        16,306,852  
Income taxes--Note 3:
  Current:              
    Federal                   1,905,000         3,276,000         6,935,000    
    State and local             488,000           161,000           348,000    
  Deferred                      683,000           573,000           781,000    
			      3,076,000         4,010,000         8,064,000    
      INCOME FROM
 CONTINUING 
 OPERATIONS                   4,631,365         6,737,977         8,242,852    

Discontinued 
  operations -- Note 4:
  (Loss) from 
    operations, net of 
    income tax credits 
    of $1,073,000, $1,009,000
    and $193,000            (1,757,044)        (1,874,689)        (358,538)
  (Loss) on disposition,
    net of deferred                                        
    income tax credit 
    of $2,590,000           (4,410,000)                         
			    (6,167,044)        (1,874,689)        (358,538)       
 NET(LOSS)/INCOME$          (1,535,679)        $4,863,288       $7,884,314 

Income/(loss)per share--Note 1:
  Primary:
    Continuing operations         $.43              $ .63            $ .76
    Discontinued operations       (.57)              (.18)            (.03) 
    Net(loss)/income             $(.14)              $.45            $ .73
  Fully diluted:
    Continuing operations         $.40               $.51            $ .56 
    Discontinued operations       (.27)              (.09)            (.02)   
    Net income                    $.13               $.42             $.54 
		

See notes to consolidated financial statements

					       Page 26

			   
CONSOLIDATED STATEMENTS OF CASH FLOWS
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
Years Ended July 31, 1996, 1995 and 1994

 

					  1996          1995          1994

Operating Activities - Continuing 
Operations:
  Income from continuing operations 
  before income taxes                $ 7,707,365    $10,747,977   $16,306,852

Adjustments to reconcile pretax 
 income from continuing operations 
 to net cash provided by 
 continuing operations:
Depreciation and amortization of 
 property, plant 
 and equipment                         6,380,262      5,799,063     6,177,822

Amortization of deferred compen-
 sation and 
 deferred charges                      4,561,305      4,606,372     4,426,062

Gain on sale of product line                                      (12,475,246)

Other, net                            (1,000,099)      (330,359)   (1,275,714)
Changes in operating assets and 
 liabilities: 
 
 Decrease/(increase) 
 in receivables                        6,818,278     (6,076,849)   (4,226,971)

  Decrease/(increase) in inventories     913,733    (15,008,487)   (7,151,651)
 (Increase)/decrease in prepaid 
  expenses                              (281,086)    (1,511,194)      647,202
 (Decrease)/increase in accounts payable, 
   accrued expenses and income taxes  (5,098,044)      (801,909)      650,113
   Net cash provided by/(used in) 
   operating activities - continuing 
   operations                         20,001,714     (2,575,386)    3,078,469

Operating Activities - Discontinued 
  Operations: 
  
Discontinued operations 
  exclusive of income taxes           (9,830,044)     (2,883,689)    (551,538)
Adjustments to reconcile pretax loss  
  from discontinued operations to 
  net cash used in discontinued 
  operations
  Provision for close down and write-off 
  of equipment                         7,000,000
  Depreciation and amortization          431,623         247,841       13,602
  Other                                 (192,929)       (146,047)    (405,570)
    Net cash (used in) discontinued 
    operations                        (2,591,350)     (2,781,895)    (943,506)

Income Taxes                          (1,320,000)     (2,428,000)  (7,090,000)

    NET CASH PROVIDED BY/(USED IN) 
    OPERATING ACTIVITIES              16,090,364      (7,785,281)  (4,955,037)
						      Page 27


CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
Years Ended July 31, 1996, 1995 and 1994


Investing Activities - Continuing Operations:
  Purchases of marketable 
   securities                        (152,018,726)    (11,473,787) (29,117,568)
  Proceeds from sale and collection 
   of principal of marketable 
   securities                         158,863,555      31,086,939    3,331,488 
  Purchases of property, plant 
   and equipment                      ( 7,411,199)     (6,547,330)  (4,614,761)
  Advance to co-packer                 (3,132,245)  
  Proceeds from sale of product 
   line                                                             38,055,704
  Proceeds from sale of property, 
   plant and equipment                                  4,078,764
  Other                                   (13,147)                  (1,796,425)
    Net Cash (used in)/provided by 
    investing activities - contin-
    uing operations                    (3,711,762)     17,144,586    5,858,438
    Net cash (used in)investing 
      activities - discontinued 
      operations - purchases of
      property and equipment           (2,608,543)     (2,457,240)  (1,066,195)
     NET CASH (USED IN)/PROVIDED BY 
     INVESTING ACTIVITIES              (6,320,305)     14,687,346    4,792,243
Financing activities - Continuing 
 Operations: 
 Loan to employees 
  stock ownership plan                   (500,000)       (500,000)
 Purchase of treasury stock                                         (1,850,000)
 Principal payments of long-term 
    debt                               (1,333,428)     (3,856,369)  
 Proceeds from long-term debt                                        2,355,091
     NET CASH (USED IN)/PROVIDED BY     
       FINANCING ACTIVITIES            (1,833,428)     (4,356,369)     505,091
INCREASE IN CASH AND CASH EQUIVALENTS -
  CONTINUING OPERATIONS                 7,936,631       2,545,696      342,297
  Cash and cash equivalents at beginning
   of year - continuing operations      8,357,152       5,811,456    5,469,159
CASH AND CASH EQUIVALENTS AT END OF YEAR-
  CONTINUING OPERATIONS               $16,293,783      $8,357,152   $5,811,456

Supplemental Information

    Cash paid during the year:            1996            1995           1994 
      Interest                         $8,259,325      $8,532,841   $8,103,742
      Income taxes                        678,905       1,080,706    5,129,630


See notes to consolidated financial statements
						      Page 28

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
Years Ended July 31, 1996, 1995 and 1994



					  
					     Common Stock                 
				      Issued               In Treasury   
			       Shares     Amount        Shares    Amount
					      In Thousands               

Balance at July 31, 1993        10,592   $2,648          276      $4,724
Net Income
3% stock dividend                  303       75
Conversion of debentures             3        1       
Purchase of treasury stock                               200       1,850
Deferred compensation under 
stock bonus plan and employees' 
stock ownership plan:                       
    Amortization                                
Increase in unfunded pension 
losses                 
Balance at July 31, 1994        10,898    2,724          476       6,574

Net income
3% stock dividend                  313       79             
Conversion of debentures                 
Deferred compensation under 
stock bonus plan and employees' 
stock ownership plan:
     Amortization,
     Loan to employees stock 
       ownership plan
Decrease in unfunded pension 
losses Balance at July 31, 
1995                            11,211    2,803          476       6,574

Net (loss)                                                      
Deferred compensation under 
stock bonus plan and 
  employees' stock
  ownership plan:
    Amortization
    Loan to employees stock
       ownership plan
Balance at July 31, 1996       11,211    $2,803          476      $6,574

See notes to consolidated financial statements
						 Page 29




CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
Years Ended July 31, 1996, 1995, and 1994
				 Deferred
			       Compensation
				Under Stock
				Bonus Plan
			      and Employees'  Unfunded  Additional
			    Stock Ownership   Pension    Paid-In      Retained
				 Plan         Losses     Capital      Earnings
						  In Thousands

Balance at July 31, 1993        $2,227        $ 425      $47,256      $10,457
Net income                                                              7,884 
3% stock dividend                                          2,048       (2,123)
Conversion of debentures                                      19
Purchase of treasary stock
Deferred compensation under stock
  bonus plan and employees' stock
  ownership plan:
    Amortization                 (563)
Increase in unfunded pension 
losses                                         1,341         
Balance at July 31, 1994        1,664          1,766      49,323       16,218

Net income                                                              4,863
3% stock dividend                                          2,032       (2,111)
 Conversion of debentures                                      2
Deferred compensation under stock
  bonus plan and employees' stock
  ownership plan:
    Amortization                (544)
    Loan to employees stock               
      ownership plan             500 
Decrease in unfunded pension 
 losses                                       (1766)
Balance at July 31, 1995       1,620             -        51,357       18,970

Net (loss)                                                             (1,535)
Deferred compensation under stock
  bonus plan and employees' stock
  ownership plan:
    Amortization                (586)
    Loan to employees stock
      ownership plan             500 
 Balance at July 31, 1996     $1,534          $  -        $51,357     $17,435

See notes to consolidated financial statements                  
						 Page 30



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
July 31, 1996, 1995 and 1994

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES

Fiscal year:   The Companys year ends on the last Friday in July.  
Fiscal years are designated as ending July 31 for convenience of reference.

Principles of Consolidation:  The consolidated financial statements include 
the accounts of the Company and its subsidiaries. Significant intercompany 
accounts and transactions have been eliminated in consolidation.

Use of Estimates:  The preparation of the financial statements  in conformity 
with generally accepted accounting principles requires management to make 
estimates and assumptions that affect the amounts reported in the financial 
statements and accompanying notes.  Actual results could differ from those 
estimates.

Receivables - Concentration of Credit Risk:  The Companys primary business 
is the roasting, packing and marketing of a broad range of regular and 
decaffeinated, ground roast, instant and specialty coffees for the 
Foodservice and Retail Grocery Industries. These products are sold regionally 
throughout the United States and Canada.  The Company performs periodic 
credit evaluations of its customers financial condition and generally does 
not require collateral. Credit losses relating to customers have consistently 
been within Managements expectations.

Cash Equivalents:   The Company considers all highly liquid investments with 
a maturity of three months or less when purchased to be cash equivalents.

Inventories:  Inventories are stated at the lower of cost (first-in, 
first-out) or market and consist of:

    July 31,                         1996            1995   

    Finished goods               $35,715,505           $37,169,924     
    Raw materials                 18,931,470            19,928,214
    Supplies                       4,990,827             3,453,397
				 $59,637,802           $60,551,535

Property, Plant and Equipment:  Depreciation and amortization of property, 
plant and equipment are computed by the straight-line method for financial 
reporting purposes and by accelerated methods for income tax purposes.

Long-Lived Assets:  In accordance with Financial Accounting Standards Board 
(FASB) Statement No. 121, Accounting for the Impairment of Long-Lived 
Assets and for Long-Lived Assets to be Disposed of, the Company records 
impairment losses on long-lived assets used in operations, including 
intangible assets, when events and circumstances indicate that the assets 
might be impaired and the undiscounted cash flows estimated to be generated 
by those assets are less than the carrying amounts of those assets.

Pre-opening Costs:  Quikava pre-opening costs are charged to operations as 
incurred.
 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

Excess of Cost over Net Assets Acquired:  The Company evaluates goodwill 
impairment at the end of each year based on recoverability measured by 
undiscounted estimated operating profits (i.e., pretax earnings before 
interest expense and goodwill amortization).  Under this approach, the 
carrying value would be reduced if it is probable that Managements best 
estimate of future operating profits during the goodwill amortization period 
will be less than the carrying amount of the related goodwill.  Excess of 
cost over net assets acquired is being amortized on a straight-line basis 
over periods of 40 and 15 years.  Accumulated amortization amounted to 
$1,755,000 and $1,554,000 at July 31, 1996 and 1995, respectively.

Other Intangibles:  Other intangibles consist principally of trademarks, 
covenants not to compete and customer lists.  Such items are being amortized 
on a straight-line basis over periods of 40, 5 and 7.5 years, respectively. 
See Note 10(b).                   Page 31


Advertising Expenses:  The cost of advertising is expensed as incurred.  The 
Company incurred $3,130,000, $4,615,000 and $3,436,000 in advertising costs 
during 1996, 1995 and 1994, respectively.

Stock Based Compensation:   In October 1995, the FASB issued Statement of 
Financial Accounting Standards No. 123, Accounting for Stock-Based 
Compensation, which provides an alternative to APB Opinion No. 25, Accounting 
for Stock Issued to Employees, in accounting for stock-based compensation 
issued to employees.  The Statement allows for a fair value based method of 
accounting for employee stock options and similar equity instruments.  
The Company has determined it will continue to report stock-based 
compensation for all options that are earned under APB Opinion No. 25.

Per Share Data:  Primary per share data is based on the following weighted 
average number of common shares outstanding during each year retroactively 
adjusted for stock dividends:10,736,000 in 1996 and 1995 and 10,797,000 in 
1994. Fully diluted per share data, assuming conversion of debentures, is 
based on 22,557,000, 22,557,000 and 22,619,000 common shares outstanding for 
the years ended July 31, 1996, 1995 and 1994.

NOTE 2--LONG TERM DEBT

Long-term debt consists of the following:
						       July 31
					    1996                     1995

   7% Convertible senior subordinated
     debentures due 2012              $ 51,693,000            $ 51,693,000
   8% Convertible subordinated 
     debentures due 2006                43,266,000              43,266,000
   Revolving credit and term loan       10,276,468              11,609,896
				      $105,235,468            $106,568,896
    
The 7% and 8% debentures require annual sinking fund payments of $3,000,000 
and $3,750,000, respectively, which after giving effect to previous 
conversions and redemptions, commence April 1, 2000 and March 15, 1998, 
respectively, and provide for balloon payments of $18,000,000 and $12,500,000 
on April 1, 2012 and September 15, 2006, respectively.  The debentures are 
convertible at the option of the debenture holders into shares of the 
Company's common stock at a price of $8.23 per share and $7.81 per share, 
respectively (subject to adjustment).  As of July 31, 1996, approximately 
11,821,000 common shares are reserved for issuance upon conversion of 
debentures.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

Under the Company's amended and restated revolving credit and term loan 
agreements (collectively the "Loan Agreements") with Fleet Bank,  N.A. and  
The Chase Manhattan Bank (the "Banks"), the Company may, from time to time, 
borrow funds from the Banks, provided that the total principal amount of all 
such loans outstanding through December 31, 1996 may not exceed $40,000,000 
and after such date may not exceed $20,000,000.  Interest (8.25% at July 31, 
1996) on all such loans is equal to the prime rate, subject to adjustment 
based on the level of loans outstanding. Outstanding borrowings under the Loan 
Agreements may not exceed certain percentages of and are collateralized by, 
among other things, the trade accounts receivable and inventories, and 
substantially all of the machinery and equipment and real estate of the 
Company and its subsidiaries.  All loans made under the term loan agreement 
($10,000,000 at July 31, 1996) are to be repaid in December 1999.  Outstanding 
loans under the revolving credit agreements are to be repaid in December 1999.
				Page 32


Pursuant to the terms of the Loan Agreements, the Company and its 
subsidiaries, among other things, must maintain a minimum net worth and meet 
ratio tests for liabilities to net worth and coverage of fixed charges and 
interest, all as defined.  The Loan Agreements also provide, among other 
things, for restrictions on dividends (except for stock dividends) and 
requires repayment of outstanding loans with excess cash flow, as defined.

As of July 31, 1996, long-term debt matures as follows: $766,000 (year ending 
July 31, 1998), $3,750,000 (year ending July 31, 1999), $14,719,468 (year 
ending July 31, 2000) and $86,000,000 thereafter.

The Company believes that the fair value of its 7% and 8% convertible 
subordinated debentures approximates $43,939,000 and $39,859,000, 
respectively, as indicated by the public trading prices of such debt.

NOTE 3--INCOME TAXES
The provision for income taxes for continuing operations differs from 
the expected Federal income tax for the reasons shown in the following table:

					 1996             1995         1994
  Federal income tax provision
    expected at the statutory rate    $2,620,504      $3,761,792   $ 5,707,398
  Effect on Federal income tax of:
    Difference between tax and book 
	basis of product line sold                                   1,721,214
    State and local income taxes,                        
	net of Federal income tax 
	benefit          
					 322,080         106,260       226,200
    Amortization of excess of cost over                         
	net assets acquired               68,000          68,000        88,200
    Other                                 65,416          73,948       320,988

				      $3,076,000      $4,010,000    $8,064,000



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
				       Page 33

NOTE 3--INCOME TAXES - Continued
	
Deferred tax liabilities and assets are comprised of the following at July 31,
						      1996           1995
   Net deferred non-current tax liabilities:                
     Net difference between tax and book basis
	of property, plant and equipment            $5,897,000     $7,668,000 
     Unfunded pension liabilities                      431,000        250,000
     Compensation under stock bonus plan and
       employees' stock ownership plan                (273,000)      (332,000)
     Other                                            (464,000)      (430,000)
						    $5,591,000     $7,156,000
    Net deferred current tax assets:
      Restructuring charges                                        $  130,000
      Net difference between tax and book
	 basis of inventory                          $344,000         317,000
      Officers termination benefits                                    91,000
      Allowance for doubtful accounts and discounts   419,000         343,000
      Accrued expenses - close-down                   650,000         
      Accrued cash bonus                                              190,000 
      Payment of underfunded pension plan            (525,000)       (525,000)
      Other                                            45,000          45,000
						    $ 933,000      $  591,000
   
NOTE 4--DISCONTINUED OPERATIONS

In October 1996, the Companys Board of Directors adopted a plan to 
discontinue operationsof the Chock Cafes. Accordingly, the operating results 
of the Chock Cafe operations,including provisions for estimated lease 
termination costs, employee benefits and losses during the phase-out period 
of approximately $1,800,000 and a write-off of leasehold improvements and 
equipment and deferred charges of approximately $5,200,000 have been 
segregated from continuing operations and reported as a separate line item 
on the statement of operations.

The Company has restated its prior financial statements to present the 
operating results of the Chock Cafes as a discontinued operation.  The assets 
and liabilities of such operations at July 31, 1995 have been reflected as a 
net non-current asset based substantially on the original classification of 
such assets and liabilities.

Operating results (exclusive of any corporate charges or interest expense and 
the aforementioned provisions) from discontinued operations are as follows:


				   1996              1995              1994


Net Sales                       $3,783,397         $2,236,855        $127,043

Costs and expenses
  Costs of sales                 5,903,142          4,184,197         426,454
  Selling, general and
     administrative expenses       710,299            705,197         252,127
				 6,613,441          4,889,394         678,581
Operating (loss)                (2,830,044)        (2,652,539)       (551,538)
Other deductions                                     (231,150)
(Loss) before income taxes      (2,830,044)        (2,883,689)       (551,538)
Income tax credits              (1,073,000)        (1,009,000)       (193,000)
(Loss) from operations         $(1,757,044)       $(1,874,689)      $(358,538)

 
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
				       Page 34

NOTE 5--PRODUCT LINE SOLD

In October 1993, the Company and Gourmet Coffees of America ("GCA") entered 
into an agreement to sell Hillside Coffee of California, Inc. (Hillside) to 
GCA. Hillside's business consisted of roasting, packing, distributing and 
marketing specialty coffee to supermarkets. Pursuant to the agreement which 
was consummated on November 19, 1993, the Company received (a) $38,500,000 and 
(b) shares of stock representing approximately one-half of one percent of the 
equity of GCA. The Company recorded an approximate $6,200,000 after tax gain 
upon consummation of the sale.  The net sales and operating profits of 
Hillside, before intercompany management charges, for the period August 1, 
1993 to November 19, 1993 included in the results of operations were 
$9,556,000 and $2,179,000, respectively.

NOTE 6--LEASES

The Company and subsidiaries lease manufacturing plants, warehouses, office 
space and Quikava locations and related premises.  Leases which provide for 
payment of property taxes, utilities and certain other expenses, expire on 
various dates through 2009 and contain renewal options.  As of July 31, 1996, 
the Company's obligation for future minimum rental payments, assuming the 
exercise of renewal options, aggregated $15,331,000.  Payments required in 
the following five fiscal years amount to $4,079,000 (1997), $3,379,000 
(1998), $2,692,000 (1999), $2,019,000 (2000) and $1,180,000 (2001).   Rental 
expense charged to continuing operations under operating leases for the years 
ended July 31, 1996, 1995 and 1994 was $4,150,000, $4,893,000 and $4,496,000, 
respectively.

As of July 31, 1996, future minimum rental payments due from tenants under 
sub-leases of retail facilities and related premises aggregated $15,010,000. 
Amounts receivable in the following five fiscal years amount to $2,093,000 
(1997), $2,110,000 (1998), $1,832,000 (1999), $1,531,000 (2000) and $1,251,000 
(2001).

NOTE 7--STOCKHOLDERS' EQUITY

A non-contributory employee stock ownership plan ("ESOP") has been established 
to acquire shares of the Company's common stock for the benefit of all 
eligible employees. The Company has made loans to the ESOP to be repaid in 
equal annual installments over 8 years with interest primarily at 9% and 10%. 
Deferred compensation equal to the loans has been recorded as a reduction of 
stockholders' equity representing the Company's prepayment of future 
compensation expense.  As the Company makes annual contributions to the ESOP, 
these contributions will be used to repay the loans to the Company, together 
with accrued interest. As the loans are repaid, common stock is allocated to 
ESOP participants and deferred compensation is reduced by the amount of the 
principal payment on the loans.

The Company has a Warrant Dividend Plan which provides for distribution to 
shareholders of a right to purchase one share of the Company's common stock 
currently for $24.13 (subject to anti-dilution adjustments) as a dividend 
on each of the Company's outstanding common shares. These rights are not 
currently exercisable and will only become exercisable upon the happening of 
certain events.  Under certain circumstances, the rights entitle the holders 
to receive, upon payment of the then current exercise price of the right, 
that number of shares of Company common stock having a market value of two 
times the then current exercise price of the right.  The rights will expire 
on December 30, 1997 and are redeemable at $.05 per right at any time prior 
to the occurrence of certain events.
					Page 35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

NOTE 7--STOCKHOLDERS EQUITY--continued

The Company's incentive compensation plan provides, among other things, for 
incentive or non-qualified stock options, stock appreciation rights, 
performance units, restricted stock and incentive bonus awards.  During the 
years ended July 31, 1996, 1995 and 1994, respectively, non-qualified stock 
options for the purchase of 16,000, 250,000 and 109,000 shares, at prices of 
$5.25, $5.75 and $8.50 per share, were granted to key executives under the 
plan. During the year ended July 31, 1995 options to purchase 8,500 shares 
were forefeited.  At July 31, 1996, there were outstanding options for 
366,500 shares. The 1995 options were granted to the Chief Executive Officer. 
Options granted are exercisable at the fair market value at date of grant and, 
subject to termination of employment, expire ten years from the date of 
grant, are non-transferable other than on death, and are exercisable in three 
equal annual installments commencing three years from date of grant.

Under the incentive compensation plan, as of July 31, 1996, 47,000 common 
shares are outstanding which were issued to key executives in 1987 and 1988.  
These shares are subject to restricted stock agreements which provide that the 
shares will vest ratably over periods through 2001.  Such shares are subject, 
upon the occurrence of certain events, to either forfeiture or accelerated 
vesting.  The fair value of the shares on the dates of issuance is being 
charged to operations as compensation during the period the restrictions 
remain in effect. At July 31, 1996, 121,000 shares were available under the 
plan.


NOTE 8--PENSION PLANS

The Company has non-contributory defined benefit pension plans covering all 
employees who have completed one year of service, have attained age twenty 
and one-half and are not covered by union-sponsored plans.  The benefits are 
based on years of service and the employee's compensation during the last 60 
months of employment.  The pension plans are funded to accumulate sufficient 
assets to provide for accrued benefits.  In addition, contributions are made 
to multi-employer plans which provide defined benefits to union employees.

A summary of the components of net periodic pension cost for the defined 
benefit plans for the three years ended July 31, 1996 and total 
contributions charged to pension expense for the union-sponsored plans follows 
(in thousands):

					   1996         1995         1994

      Service cost-benefits earned
	during the year                   $1,729       $1,813       $1,471  
      Interest cost on projected benefit        
	obligation                         1,985        1,961        1,782  
      Actual return on plan assets        (1,866)      (1,723)      (1,654) 
      Net amortization and deferral          144          253          156  
      NET PENSION COST OF DEFINED BENEFIT               
	PLANS                              1,992        2,304        1,755
	 
      UNION-SPONSORED PLANS                  319          287          422
      TOTAL PENSION EXPENSE               $2,311       $2,591       $2,177
					       
					       Page 36

					       

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

NOTE 8--PENSION PLANS--Continued

The following table sets forth the funded status and amounts recognized in the 
consolidated balance sheet at July 31, for the defined benefit pension plans 
(in thousands):    __________1996_____________    _________1995______________
		   Plan Whose     Plan Whose      Plan Whose     Plan Whose
		 Assets Exceed   Accumulated     Assets Exceed   Accumulated
		   Accumulated    Benefits        Accumulated    Benefits
		   Benefits       Exceed Assets   Benefits       Exceed Assets
 
Actuarial present value of
 benefit obligations:

 Vested benefit obligation   
		  $ (22,241)      $(2,160)        $(20,659)          $(2,306)
 Accumulated benefit                    
  obligation      $ (22,993)      $(2,163)        $(20,973)          $(2,309)
 Projected benefit
  obligation      $ (25,520)      $(2,163)        $(23,075)          $(2,309)

 Plan assets, consisting
  primarily of U.S. treasury
  notes, other U.S. agency
  issues, guaranteed insurance
  contracts and corporate invest-
  ments, at fair value                    
		     23,010         1,864           21,056             2,046

Projected benefit 
 obligation (in 
 excess of)plan 
 assets              (2,510)         (299)          (2,019)            (263)
Unrecognized prior 
 service cost           223           114              270              124
Unrecognized net 
 loss                 5,338           392            4,414               39
Unrecognized net 
 asset at 
 August 1, 1987; 
 net of amortization   (514)          (57)            (593)             (65)
								  
Net pension asset(liability)                           
 recognized in the consolidated
 balance sheet       $2,537          $150          $(2,072)            $(165)

The weighted-average discount rate and rate of increase in future compensation
levels used in determining the actuarial present value of the projected 
benefit obligation were 8.3% and 4% and 8.0% and 4%, respectively, at July 31, 
1996 and 1995.  The expected long-term rate of return on plan assets was 8.0%, 
8.0% and 8.5% in 1996, 1995 and 1994, respectively.
					       Page 37


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

NOTE 9--QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited quarterly results of continuing 
operations (see Note 4) for the years ended July 31, 1996 and 1995:

						     Fiscal 1996                 
						   Three Months Ended
				 October 31   January 31    April 30  July 31
				 (Thousands of Dollars Except Per Share Data)

Net sales                         $77,373      $82,243      $85,617    $75,902

Gross profit                      $21,589      $22,977      $25,059    $22,034

       Income from
	 continuing operations:   $ 1,354      $ 1,389      $ 1,460    $   428
Per share:
  Primary                         $   .13      $   .13      $   .14    $   .04

  Fully diluted                   $   .11      $   .12      $   .10    $   .04


						     Fiscal 1995          
						  Three Months Ended
				 October 31    January 31    April 30  July 31
				  (Thousands of Dollars Except Per Share Data)


Net sales                        $73,265      $91,163      $80,310     $81,404

Gross profit                     $22,990      $25,770      $23,907     $22,511

       Income From 
	 continuing operations:  $ 1,226     $  1,754      $ 1,925    $  1,833
       
Per share:
  Primary                        $   .11      $   .16      $  .18      $   .17

  Fully diluted                  $   .10      $   .13      $  .13      $   .14




					 Page 38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

NOTE 10--OTHER ITEMS

a.  Receivables other than trade at July 31, 1996 and 1995 amount to 
$2,418,000and $2,656,000, respectively.  See Note 10(c).

b.  Other assets and deferred charges consist of (in thousands):

    July 31,                                                1996          1995

Deferred financing costs (1)                               $2,896      $ 3,412
Non-compete agreements, net                                 2,766        4,468
Trademarks, net                                             4,542        4,667
Customer lists, net                                         4,666        5,819
Due from co-packer                                          3,375   
Prepaid pension expense                                     2,924        1,966
Other                                                       5,807        4,297
							  $26,976      $24,629
				
(1) Being amortized over the terms of the related indebtedness (see Note 2).
						      Page 39

 c.       In connection with closing a business and termination of a pension 
	  plan the Company has paid a liability for an underfunded pension 
	  plan of approximately $1,500,000 and recorded a similar amount 
	  receivable from the previous owner of such business pursuant to 
	  the acquisition agreement. The previous owner of the business is 
	  contesting the liability to the Company.  The Company, based upon 
	  its interpretation of the acquisition agreement and after 
	  consultation with counsel, believes the previous owner of the 
	  business is responsible for an amount approximating the underfunded 
	  pension liability and has commenced litigation seeking such amount.

 d.       In fiscal 1996, other income includes $460,000 from the sale of real
	  estate. In fiscal1995, other income includes $589,000 from the sale 
	  of a former manufacturing plant. In fiscal 1994, other income 
	  includes $700,000 from the sale of the Companys private label tea 
	  and drink mix business.

NOTE 11 -- INDUSTRY SEGMENT INFORMATION

The Company's financial information by industry segment for 1996, 1995 and 
1994 may be found after Management's Discussion and Analysis of Financial 
Condition and Results of Operations on page 44 and is incorporated herein 
by reference.

SELECTED FINANCIAL DATA 
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
						YEAR ENDED JULY 31
			1996        1995         1994        1993       1992
		     (Dollar Amounts in Thousands, Except Per Share Amounts)

Net sales             $321,135    $326,141    $263,511     $251,641   $203,640
Income/(loss) from
continuing operations    
			 4,631       6,738       8,243        1,062     (5,822)
Working capital   
			87,053      89,612      81,590       72,022   45,027(1)
	
Working capital ratio     
		      4.7 to 1    4.3 to 1    3.6 to 1     3.8 to 1   3.2 to 1
	
Total assets     
		       199,435     207,005     208,807      195,304    184,648
	
Long-term debt   
		       105,235     106,569     110,427      108,092    107,053
	
Stockholders' equity      
			63,487      64,937      58,262       52,985     52,406
	
Per common share (2):
 Income/(loss) from
   continuing operations   .43         .63         .76          .10       (.56)
	
 Stock dividends declared               3%          3%           3%         3%
	 
 Stockholders' equity     5.91        6.05        5.43         4.84       4.84
				


(1)  Does not include $23,053 in 1992 of marketable securities classified as 
     non current.

(2)  Per share data has been retroactively adjusted for a 3% stock dividend in 
     July 1995, 1994, 1993 and 1992.
					    Page 40
					    
					    
FORWARD-LOOKING STATEMENTS

Certain statements under the caption Managements Discussion and Analysis of 
Financial Condition and Results of Operations and elsewhere in this Form 10-K 
and in the letter of the President and Chief Executive Officer and Chairman 
of the Board and elsewhere in the Companys Annual Report to Shareholders, 
constitute forward looking statements within the meaning of the Reform Act.  
Such forward looking statements involve known and unknown risks, 
uncertainties, and other factors which may cause the actual results, 
performance or achievements of the Company to be materially different from 
any future results, performance or achievements expressed or implied by such 
forward looking statements.  Such factors include, among others, the 
following: general economic and business conditions; competition; success of 
operating initiatives; development and operating costs; advertising and 
promotional efforts; brand awareness; the existence of or adherence to 
development schedules; the existence or absence of adverse publicity; 
availability, locations and terms of sites for Quikava outlets; changes in 
business strategy or development plans; quality of management; availability, 
terms and deployment of capital; business abilities and judgement of 
personnel; availability of qualified personnel; labor and employee benefit 
costs; changes in or the failure to comply with government regulations; 
construction costs and other factors.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS

The discussion and analysis that follows relates solely to continuing 
operations of the Company.

Net sales decreased $5,006,000 or 1.5% for the year ended July 31, 1996, 
compared to the prior year.  The decrease in net sles was due to a decrease 
in the average selling price of coffee, partially offset by a 17% increase 
in coffee pounds sold.

Operating profits from food products were $15,059,000, a decrease of 17% for 
the year ended July 31, 1996, compared to $18,205,000 for the prior year.  
The decrease resulted primarily from decreased gross profit margins.  
Decreased gross margins were due to a decrease in the average selling price 
of coffee greater than the decrease in the average cost of green coffee, 
partially offset by inceased coffee pounds sold.  During the year ended July 
31, 1996, prices for green  coffee ranged from a high of $1.54 per pound to a 
low of $.91 per pound.  Selling, general and administrative expenses were 
slightly lower than the prior year, with decreases in advertising, coupon, 
payroll and payroll related expenses partially offset by increased brokerage 
and delivery costs.
				Page 41

Income from continuing operations was $4,631,000 or $.43 per share for the 
year ended July 31, 1996, compared to $6,738,000 or $.63 per share for the 
prior year.  The difference was primarily due to decreased operating profits, 
partially offset by decreased income taxes.

Net sales increased $62,629,000 or 23.8% for the year ended July 31, 1995, 
compared to the prior year.  The increase in net sales was due to an 
increase in the average selling price of coffee, partially offset by a 
decrease in coffee pounds sold and the loss of $9,557,000 of sales from 
Hillside (due to its disposition). 

Operating profits from food products were $18,205,000, an increase of 66% for 
the year ended July 31, 1995, compared to $10,940,000 for the prior year.  
The increase resulted primarily from increased gross profit margins 
partially offset by increased selling, general and administrative expenses 
and the loss of operating profits of $2,179,000 from Hillside (due to its 
disposition).  Increased gross margins were due to an increase in the average 
selling price of coffee greater than the increase in the average cost of green 
coffee, partially offset by decreased coffee pounds sold.  The price of green  
coffee was volatile during the year ended July 31, 1995 and green coffee 
prices ranged from a low of $1.21 per pound to a high of $2.31 per pound.  
The Company consistently values its inventory and commitments at the lower of 
cost or market. Selling, general and administrative expenses increased 
primarily due to increased advertising and payroll costs, partially offset 
by reduced coupon costs.

Income from continuing operations was $6,738,000 or $.63 per share for the 
year ended July 31, 1995, compared to $8,243,000 or $.76 per share for the 
prior year. The difference was primarily due to increased operating profits, 
offset by increased income taxes on such operating profits and the gain on 
sale of Hillside (the Companys specialty coffee product line) of $6,224,000 
after income taxes or $.58 per share in the prior year. 

General inflation has been relatively low for the last several years; however,
green coffee prices have changed significantly during fiscal 1994, 1995 and 
1996.  While the Company manages its inventory to have rapid turnover, the 
changes in green coffee prices have impacted the Companys gross profit 
percentage.

GREEN COFFEE MARKET

Coffee is one of the leading commodities traded on futures exchanges. Supplies
fluctuate with the weather and prices have been volatile.  While coffee trades 
primarily on the futures market, coffee of the quality level sought by the 
Company can trade on a negotiated basis at a substantial premium above 
commodity coffee pricing, depending upon the supply and demand at the time of 
purchase.  The supply and price is affected by multiple factors, such as 
weather, politics and economics in the coffee producing countries, many of 
which are lesser developed nations.
				    Page 42


The International Coffee Organization, through the imposition of export quotas 
agreed upon by consumer and producer member nations, has in the past attempted 
to maintain the commodity prices of green coffees.  In July 1989 the refusal of
certain countries to participate in the quota system resulted in the 
dissolution of the agreement and a drop in the prices of coffees.  In August 
1993, 21 coffee-producing countries formed a new cartel, the Association of 
Coffee Producing Countries ("ACPC") and announced plans to cut the supply
of coffee by 20% beginning October 1, 1993 in an attempt to raise world coffee
prices.  The effect of the ACPC on coffee prices is difficult to determine 
in light of the dramatic price increases resulting from the 1994 frosts in 
Brazil discussed below.  Nonetheless, the ACPC met in November 1994 and 
resolved to sustain green coffee bean prices.  In Janaury 1996, the ACPC 
agreed to extend its current limitations on the supply of green coffee upon 
their expiration in June 1996 through the 1996/1997 green coffee year.  
The Company is unable to predict whether the ACPC will be successful in 
achieving its goals; however, the supplies of green coffees held by consumers 
(roasters and buyers) are currently at historically low levels.  

Brazil, the world's largest coffee producer, experienced frosts on June 26, 
1994 and July 10, 1994 which reportedly damaged approximately 40% of the green
coffee bean crop.  The announcement of the Brazilian frost damage caused a 
substantial increase in green coffee bean prices and other coffee-product 
prices worldwide.  The Company purchases a modest amount of its green coffee 
beans from Brazil.  Nonetheless, in the third and fourth quarter of 1994 the 
Company experienced a significant increase in the price of green coffee beans 
which carried over into the first three quarters of 1995.  Subsequent to such 
period, the Company's green coffee purchases and commitments returned to 
pricing leveles closer to those that existed prior to the June and July 1994 
Brazilian frosts.

The Company is unable to predict weather events that may adversely affect
coffee supplies in particular countries.  In the past, when green coffee bean 
prices have increased, the Company has been able to pass those price increases
through to its customers, thereby maintaining its gross profit margins.  
The Company was not able to immediately pass through to customers all of the 
price increases in the third and fourth quarters of 1994 and the first quarter 
of 1995 following the significant increase in green coffee bean prices that 
resulted from the Brazilian frosts.  In light of the events in the third and 
fourth quarters of fiscal 1994 and first quarter of fiscal 1995, the Company 
cannot predict whether it will be able to pass inventory price increases 
through to its customers in full in the future.

A significant portion of the Company's green coffee supply is contracted for 
future delivery, generally between three and twelve months forward (with 
declining precentages of the supply being subject to future contracts in the 
latter portions of each year), to ensure both an adequate supply and reduced 
risk of short-term price fluctuations. Green coffee is a large market with 
well-established brokers, importers and warehousemen though which the Company 
manages its requirements.  In addition to forward purchases, the Company keeps 
physical inventory in each of its production facilities and third-party 
warehouses representing anywhere from four to ten weeks of supply requirements.
All coffee purhcase transactions are in U.S. dollars, the industry's standard 
currency.  The Company believes that it is not dependent upon any one 
importer or brokers for its supply of green coffee beeans from any particular 
country.

Retail Customers are very price-sensitive about the purchase of coffee in 
supermakets.  When retail prices increase, takeaway declines and consumers 
switch to less expensive brands and high yield roasts.  Likewise, Food  
Service Customers in times of price increase tend to stretch the use of 
inventory.
				     Page 43


LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 1996, working capital was approximately $87,000,000 and the 
ratio of current assets to current liabilities was 4.7 to 1.

As of July 31, 1996, the Company had unused borrowing capacity of 
approximately $30 million under its credit facilities of $40 million 
with  Fleet Bank  N.A. and The Chase Manhattan Bank (see Note 2 of notes to 
consolidated financial statements).

The Company plans on expanding its Quikava, company operated and franchised 
operations, which in total are currently operating in 14 locations.  The sales 
of these operations are not material to the Companys  consolidated sales.  
Total Quikava store level operations are not currently profitable, primarily 
due to pre-opening expenses.  In addition, Quikava headquarters expenses in 
excess of $1,000,000 on an annual basis are not being absorbed.

The Company believes that its cash flow from operations, its cash equivalents 
and its amended and restated revolving credit and term loan agreements with 
its Banks provide sufficient liquidity to meet its working capital, expansion 
and capital requirements.




SEGMENT INFORMATION
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

						    Year Ended July 31     
					1996               1995           1994
						  (Amounts in Thousands)

Net sales - food products             $ 321,135         $326,141      $263,511

Rental revenues                       $   2,156         $  2,061      $  2,060
	
Operating profit:
    Food products                     $  15,059          $18,205      $ 10,940
    Real estate                             671              490           317
    Eliminations                           (625)            (423)        (266)
		
				      $  15,105           $18,272     $ 10,991

Identifiable assets:
    Food products                     $ 156,888          $165,566     $152,293
    Real estate                           9,493             9,564        9,913 
    Corporate                            33,054            31,875       46,591
				      $ 199,435          $207,005     $208,797
Depreciation and amortization:
    Food products                     $   6,203           $ 5,596     $  6,123
    Corporate                               177               203           55
	 
				      $   6,380           $ 5,799     $  6,178

Capital expenditures:
    Food products                     $   7,397           $ 6,533     $  4,577
    Corporate                                14                14           38
				      $   7,411           $ 6,547     $  4,615

				       Page 44

The food products segment is engaged in the (a) roasting, packing and 
marketing of regular,instant, decaffeinated and specialty coffees and (b) 
packing and marketing of regular and decaffeinated tea for sale to Retail, 
Foodservice and Private Label customers.  Additionally, other related food 
products are marketed and sold to Foodservice customers.  See Notes 4 and 5 
of notes to consolidated financial statements. Operations of real estate 
represent rental and other income principally from the Company's original 
restaurant facilities.

All of the Company's operations are located in the United States. Export 
sales are not significant.

Identifiable assets under the caption "Corporate" include (1) cash and cash 
equivalents, investments in marketable securities and short-term investments 
of $16,422,000 (1996), $15,330,000 (1995) and  $31,726,000 (1994) and (2) net 
assets of discontinued operations of $941,000 (1996), $3,814,000 (1995) and 
$1,458,000 (1994).





CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
COMMON SHARE PRICES

The Company's Common Stock is traded on the New York Stock Exchange under the 
symbol CHF.  The Company has approximately 14,000 shareholders of record as 
of October 10, 1995.
			      1996                   1995    

			   High   Low            High     Low

    1st Quarter            6 3/4  5 7/8          6 1/4    5 1/8
    2nd Quarter            6 1/8  5 1/8          6 1/4    5 1/4         
    3rd Quarter            5 1/2  4 3/4          6 5/8    5 3/8
    4th Quarter            5 1/4  4 5/8          7        6 3/8     

The Company distributed a 3% stock dividend on July 27, 1995.

Pursuant to certain provisions of a revolving credit and term loan agreement, 
the Company may not declare or pay any dividend (except for stock dividends).


					      Page 45


Item 14(d)
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS

  Column A        Column B        Column C         Column D          Column E
				  Additions
		  Balance at      Charged to                         Balance
		  Beginning       Costs and                          at End
Description       of Period       Expenses  Other  Deductions(1)     of Period

Year ended July 31, 1996:
Allowance for doubtful
accounts and 
discounts          $1,251,000      $2,315,902          $2,433,902   $ 1,133,000


Year ended July 31, 1995:
 Allowance for doubtful
  accounts and 
  discounts         $928,000       $2,597,705           $2,274,705  $ 1,251,000

Year ended July 31, 1994:
 Allowance for doubtful
  accounts and 
  discounts       $1,081,000       $1,940,779  $24,664  $2,118,443     $928,000





(1)     Discounts taken by customers and uncollectible accounts written-off, 
	net of recoveries.




EXHIBIT 11 - STATMENT RE: COMPUTATION OF PER SHARE EARNINGS


YEAR ENDED JULY 31,


				 1996             1995             1994  


					 (AMOUNTS IN THOUSANDS,
					 EXCEPT PER SHARE DATA)

PRIMARY
  AVERAGE SHARES OUTSTANDING     10,736          10,736            10,797

  INCOME FROM CONTINUING
  OPERATIONS                     $4,631          $6,738            $8,243


NET (LOSS)/INCOME               $(1,536)         $4,863            $7,884

PER SHARE AMOUNTS:

INCOME FROM CONTINUING 
OPERATIONS                         $.43            $.63             $0.76


NET (LOSS)/INCOME                 $(.14)           $.45             $0.73

FULLY DILUTED

  AVERAGE SHARES OUTSTANDING      10,736         10,736            10,797

  ASSUMED CONVERSION OF
     CONVERTIBLE DEBENTURES       11,821         11,821            11,822

	 TOTAL                    22,557         22,557            22,619


INCOME FROM CONTINUING
OPERATIONS                        $4,631         $6,738            $8,243

ADD CONVERTIBLE DEBENTURES
  INTEREST AND AMORTIZATION
  OF DEFERRED CHARGES, NET
  OF INCOME TAXES                  4,386          4,670             4,373

	 TOTAL                    $9,017        $11,408           $12,616


NET (LOSS)/INCOME                $(1,536)        $4,863            $7,884

ADD CONVERTIBLE DEBENTURES
INTEREST AND AMORTIZATION
OF DEFERRED CHARGES, NET
OF INCOME TAXES                    4,452          4,670             4,373


	TOTAL                     $2,916         $9,533           $12,257

PER SHARE AMOUNTS:

INCOME FROM CONTINUING
OPERATIONS                          $.40           $.51              $.56


NET INCOME                          $.13           $.42              $.54

				     Page 46



EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT

As of October 13, 1996, the Company had directly and indirectly the 
following active subsidiaries, all of which are included in the Companys 
consolidated financial statements furnished herewith:

    Subsidiaries of
Chock full o'Nuts Corporation











Chock Realty Corporation
     California
100%





CFN of New York, Inc.
     New York
100%





Cains Coffee Co.
     Delaware
100%





Cains Holding Company
     Delaware
100%





Quikava, Inc.
     Massachusetts
100%



						  Page 47








EXHIBIT 11 - STATMENT RE: COMPUTATION OF PER SHARE EARNINGS


YEAR ENDED JULY 31,


				 1996             1995             1994  


					 (AMOUNTS IN THOUSANDS,
					 EXCEPT PER SHARE DATA)

PRIMARY
  AVERAGE SHARES OUTSTANDING     10,736          10,736            10,797

  INCOME FROM CONTINUING
  OPERATIONS                     $4,631          $6,738            $8,243


NET (LOSS)/INCOME               $(1,536)         $4,863            $7,884

PER SHARE AMOUNTS:

INCOME FROM CONTINUING 
OPERATIONS                         $.43            $.63             $0.76


NET (LOSS)/INCOME                 $(.14)           $.45             $0.73

FULLY DILUTED

  AVERAGE SHARES OUTSTANDING      10,736         10,736            10,797

  ASSUMED CONVERSION OF
     CONVERTIBLE DEBENTURES       11,821         11,821            11,822

	 TOTAL                    22,557         22,557            22,619


INCOME FROM CONTINUING
OPERATIONS                        $4,631         $6,738            $8,243

ADD CONVERTIBLE DEBENTURES
  INTEREST AND AMORTIZATION
  OF DEFERRED CHARGES, NET
  OF INCOME TAXES                  4,386          4,670             4,373

	 TOTAL                    $9,017        $11,408           $12,616


NET (LOSS)/INCOME                $(1,536)        $4,863            $7,884

ADD CONVERTIBLE DEBENTURES
INTEREST AND AMORTIZATION
OF DEFERRED CHARGES, NET
OF INCOME TAXES                    4,452          4,670             4,373


	TOTAL                     $2,916         $9,533           $12,257

PER SHARE AMOUNTS:

INCOME FROM CONTINUING
OPERATIONS                          $.40           $.51              $.56


NET INCOME                          $.13           $.42              $.54

					 Page 48


EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT

As of October 13, 1996, the Company had directly and indirectly the following 
active subsidiaries, all of which are included in the Companys consolidated
financial statements furnished herewith:

    Subsidiaries of
Chock full oNuts Corporation




Chock Realty Corporation     California    100%


CFN of New York, Inc.        New York      100%


Cains Coffee Co.             Delaware       100%


Cains Holding Company        Delaware       100%


Quikava, Inc.                Massachusetts  100%