1
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-KSB
       (Mark
       One)

        /X/    Annual Report under Section 13 or 15(d) of the
               Securities Exchange Act of 1934 (Fee Required)
               for the fiscal year ended July 2, 2000

       /  /    Transition report under Section 13 or 15(d) of the
               Securities Exchange Act of 1934 (No Fee Required) for
               the transition period from ____________ to ___________

Commission file number 0-12701

                          CUCOS INC.
      (Exact name of Small Business Issuer in its charter)

                 Louisiana                    72-0915435
     (State or other jurisdiction of       (I.R.S. Employer
      incorporation or organization)        Identification No.)

        110 Veterans Blvd., Suite 222, Metairie, Louisiana     70005
             (Address of principal executive offices)        (Zip Code)

   Issuer's telephone number:  (504) 835-0306

   Securities registered under Section 12(b) of the Act:  None

   Securities registered under Section 12(g) of the Act:

                   Common Stock, no par value
                        (Title of Class)

      Check whether the Issuer (1) filed all reports required  to
be  filed  by Section 13 or 15(d) of the Securities Exchange  Act
during  the past 12 months (or for such shorter period  that  the
Issuer  was  required to file such reports),  and  (2)  has  been
subject  to such filing requirements for the past 90 days.
Yes X     No

      Check  if  there is no disclosure of delinquent  filers  in
response  to Item 405 of Regulation S-B contained in  this  form,
and  no  disclosure will be contained, to the  best  of  issuer's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-KSB or  any
amendment to this Form 10-KSB. /X/

     Issuer's   revenues  for  its  most  recent   fiscal   year:
$16,082,399.

      Aggregate market value (based on the average bid and  asked
prices  in the over the-counter market) of the voting stock  held
by  non-affiliates  of  the  Issuer as  of  September  25,  2000:
approximately 2,663,605.

     Number of shares outstanding of each of the Issuer's Classes
of  common  stock  as of September 1, 2000: 2,663,605  shares  of
Common Stock, no par value.

              Documents Incorporated By Reference.

      Portions  of  the definitive Proxy Statement for  the  2000
Annual  Meeting of Shareholders (the "2000 Proxy Statement")  are
incorporated by reference into Part III of this Form 10-KSB.

                          INTRODUCTORY

      Definitions.  Except where the context indicates otherwise,
the  following terms have the following respective meanings  when
used in this Annual Report: the "Annual Report" means this report
on  Form  10-KSB, "Common Stock" means the common stock,  no  par
value  per  share, of Cucos Inc., the "Company" or "Cucos"  means
Cucos Inc. and the "fiscal 2000" means the 53 weeks ended July 2,
2000, which is the year for which this Annual Report is filed.

      Presentation  and Dates of Information.  The  Item  numbers
appearing  in  this Annual Report correspond with those  used  in
Securities and Exchange Commission (the "Commission") Form 10-KSB
(and, to the extent that it is incorporated into Form 10-KSB, the
letters used in the Commission's Regulation S-B) as effective  on
the  date hereof, which specifies the information required to  be
included  in  Annual Reports to the Commission.  The  information
contained in this Annual Report is, unless indicated to be  given
as  of  a specified date or for a specified period, given  as  of
September  1, 2000.  In computing the aggregate market  value  of
the  Company's  voting stock held by non-affiliates disclosed  on
the  cover page to this Annual Report, the following stockholders
were treated as affiliates:  all executive officers and directors
of  the Company; any person owning more than 10% of the Company's
Common Stock.


                             PART I

Item 1.        Business

           The  Company  is a Louisiana corporation organized  in
1981.  In November 1999, the shareholders of the Company acted by
written consent to remove and replace six members of the board of
directors.   In August 2000, Jacksonville Restaurant  Acquisition
Corp.  ("JRAC") acquired 1.2 million shares of Common  Stock  and
became  the  majority shareholder of the Company.  In  connection
with  acquiring control of the Company, JRAC made  a  preliminary
review   of   various   potential  business  strategies.    These
strategies  include  acquiring other  private  companies  in  the
casual    dining   segment   and   then   considering   strategic
alternatives.   The strategy also includes refurbishing  existing
Cucos  restaurants and pursing the expansion of both company  and
franchised Cucos restaurants.

          JRAC borrowed approximately $1.2 million from St. James
Asset  Investment, Inc. ("St. James") to purchase the 1.2 million
shares of Common Stock of the Company. JRAC borrowed these  funds
from  St.  James under a $40 million line of credit between  JRAC
and St. James. Future advances under this line of credit must  be
approved by St. James and are subject to the ability of St. James
to fund such advances.

           On  September 29, 2000, the Company entered into a ten
year Line of Credit Agreement (the "Credit Agreement") with JRAC,
the  Company's  majority shareholder.  Under  the  terms  of  the
Credit Agreement, JRAC may lend the Company up to $5 million  for
working    capital,   payment   of   outstanding    indebtedness,
refurbishing   units,   establishing  new   units,   and   future
acquisitions.  The loan is secured by substantially  all  of  the
assets  of  the  Company.  Advances will accrue  interest  at  an
annual  rate  equal to three percentage points  above  the  prime
lending  rate  of  Wells  Fargo  Bank.   JRAC  will  receive   an
origination  fee  of  two  percent of the  amount  of  each  cash
advance. Beginning January 1, 2001, the outstanding loans  (which
include  $120,000  advanced from August 14, 2000  to  August  28,
2000) will be repayable in monthly installments of principal  and
interest.  The Company has the right to prepay in whole  or  part
at  any  time  any  indebtedness  outstanding  under  the  Credit
Agreement. Future advances under this line of credit are  subject
to the ability of JRAC to fund such advances.

          JRAC  has  the  option  under the Credit  Agreement  to
require payment (including mandatory prepayment) in common  stock
of the Company in lieu of payment in cash at any time when voting
common  stock of the Company held by JRAC, plus any voting common
stock previously disposed of by JRAC, represents less than 52% of
the  outstanding voting common stock of the Company.   For  these
purposes,  until December 31, 2001, the common stock  of  Company
shall  be  treated as having a value of $1 per share.   Beginning
January  1, 2002, the stock be valued for these purposes  at  the
average  daily  closing  price for  the  90  days  prior  to  the
applicable payment.

           The  Credit Agreement was unanimously authorized by  a
Special  Committee  composed of Lee  W.  Randall  and  Thomas  L.
McCormick, who are both independent directors who have no  direct
or indirect interest in this transaction.

            The  Company  operates  and  franchises  full-service
restaurants serving moderately priced Sonoran and Tex-Mex Mexican
appetizers  and  entrees  and complementing  alcoholic  and  non-
alcoholic beverages.

            At the end of the  fiscal 2000, 17  restaurants  were
operating  under the  Cucos  name, 12 of which  were owned by the
Company and 5 by  franchisees. There were eighteen restaurants in
operation at the end of fiscal year 1999.  During the fiscal year
2000, one franchised  restaurant was closed and two Company-owned
restaurants  became franchised restaurants when the Company  sold
the  restaurants,  one  in  Birmingham  and  one  in  Montgomery,
Alabama, to former employees.

COMPANY-OWNED RESTAURANTS

           General.   Cucos Mexican Restaurants are full  service
restaurants emphasizing fresh ingredients and its own proprietary
recipes.

           Cucos  serves a variety of traditional Mexican  dishes
and  appetizers  such  as  sizzling  steak,  chicken,  or  shrimp
Fajitas, Burritos, Enchiladas, Tamales, and Chimichangas.   Cucos
also  serves  several large combination dinners. The  restaurants
serve vegetarian items as well as burgers.  Cucos' margarita  was
voted Best Margarita in New Orleans for the eighth year in a  row
by  New  Orleans  Magazine.  Cucos was also  voted  Best  Mexican
Restaurant in New Orleans by the readers of New Orleans  Magazine
for the seventh year and by Gambit this year.

          The restaurants are decorated with Mexican antiques and
furniture,  terra-cotta  tile  and large,  hand-painted  colorful
murals  which  are  unique  to  each  Cucos  restaurant.  Mexican
pottery, southwestern plants, colorful hand-made Mexican  flowers
and  festive  lighting  add more Mexican touches  to  the  casual
restaurants.

           Food sales accounted for approximately 79% of revenues
at  the  Company-owned restaurants operated in fiscal 2000,  with
alcoholic and other beverages representing approximately  19%  of
revenues.   Special luncheon items range in price from  $4.95  to
$7.45.  The prices of the specialty and combination dinner  items
range  from  $5.95  to  $12.95.  The per  person  average  check,
including  beverage, for fiscal 2000 was $11.31 and  the  average
dining time per table was approximately 45 minutes.

           Restaurant Management and Supervision.  Each  Company-
owned   restaurant  operates  under  uniform  standards  set   by
management  relating to the preparation and service of  food  and
drink,  appearance and conduct of employees, and  cleanliness  of
facilities.   Food and beverage products are periodically  tested
for  quality and uniformity of portions.  In accordance with  the
Company's   standards,  each  restaurant  is  run  by  a  general
manager,  assisted  by  two managers,  a  kitchen  supervisor,  a
service supervisor and a bar supervisor.  At least one manager is
on  duty  during all serving periods.  Each of the  Company-owned
restaurants' general managers and managers receives, in  addition
to a salary, incentive compensation calculated as a percentage of
sales and profits in excess of a predetermined base level.

           The Company requires candidates for general manager to
undergo a thorough training program designed to familiarize  them
with  all  aspects  of  the Company's  operations.   A  candidate
serves  as a manager before becoming a general manager.   Persons
selected  for training as general managers normally have  several
years of food service experience.

           Expansion  Program.   During  fiscal  year  2001,  the
Company   will  consider  acquisition  of  sites  as  they   come
available.  Management intends that the primary growth  in  sales
for  fiscal  year  2001 be accomplished by increasing  comparable
sales   per   restaurant  through  a  continuation  of   existing
advertising,  programs  to  enhance  customer  satisfaction,  and
refurbishing of the restaurants.

           The  Company  is planning for expansion of  the  Cucos
system  over the long-term.  In this connection, the  Company  is
currently  studying the population densities,  traffic  patterns,
income  levels,  competition and comparative cost structures  for
other suitable sites.

           The  ability  of the Company to open a new  restaurant
will  depend on locating satisfactory sites, the availability  of
bank  and  lease financing at acceptable terms, having sufficient
working capital, obtaining adequate property, casualty and liquor
liability  insurance  coverages at a  reasonable  cost,  securing
appropriate local government permits, licenses and approvals, and
on  the capacity of the Company to supervise construction and  to
recruit and train management personnel.  Such factors may cause a
delay in the Company's planned development schedule.

           The  Company  believes that its  development  plan  of
controlled  growth will occur in the Southeastern United  States.
The  Company  expects in most cases to locate  Company-owned  and
franchised  restaurants in high traffic,  high  growth  areas  of
commercial  or  residential concentration, at  or  near  shopping
centers.  Company-owned and franchised restaurant sites  will  be
judged  by  the  Company's executive management  against  certain
criteria  as  to  population density, income  levels,  amount  of
competition, ingress/egress and traffic patterns.

           The  Company  believes  that there  are  a  number  of
existing  restaurant facilities which have either closed  or  are
currently   operating  at  a  loss  or  at  marginal  levels   of
profitability.  The Company believes that a number of these units
may  be suitable for conversion to a Cucos restaurant and can  be
leased or purchased at attractive prices.  The Company's strategy
for  expansion (with respect to both Company-owned and franchised
restaurants),  therefore, is primarily to locate  units  of  this
type  rather  than  to  follow  the strategy  of  most  specialty
restaurant  chains,  which has been to construct  new  restaurant
facilities on land owned or leased by the chain or to enter build-
to-suit arrangements under which new facilities are built to  the
specifications  of  the  chain.   In  addition  to  the  economic
benefits   of   the   Company's  strategy,  such   strategy   may
substantially reduce the delay between the site selection and the
opening  of  a new restaurant and may allow the Company  to  gain
entry  into densely-populated suburban and urban markets in which
land  is  either  not  available  for  the  construction  of  new
restaurants  or, if available, is prohibitively  expensive.   The
Company's expansion strategy may, however, subject it to the same
adverse  factors  that caused the existing  facility  to  operate
marginally  or unprofitably prior to being converted to  a  Cucos
restaurant.  The Company intends to combat these adverse  factors
by providing food and service, in renovated facilities, that will
appeal to the available customer base.

           The Company estimates that the initial investment that
will  be required in leasing an existing restaurant facility  and
converting it for operation as a Company-owned restaurant will be
between  $550,000  and  $800,000.  A new (rather  than  existing)
leased  facility  could involve substantially  higher  costs  for
leasehold improvements.

           When  a  new  Company-owned restaurant is opened,  the
Company temporarily transfers experienced personnel from  one  or
more of its existing restaurants to the new restaurant.  Prior to
opening,   personnel  at  the  new  location  undergo   intensive
training, which includes several pre-opening events at which test
meals are served.

           The  success  of the Company's expansion program  will
depend on, among other factors, capital availability, whether the
Company  is  able  to  attract and retain  sufficient  qualified,
experienced management, and whether management will  be  able  to
ensure  that Company-owned and franchise restaurants  operate  in
accordance with the Company's standards.

          The Company will also consider the acquisition of other
casual  dining  concepts  that  fit  with  its  growth  strategy,
depending on acceptable terms and available financing.

            Purchasing.   Management  believes  that  centralized
purchasing is advantageous to the Company in that it has  allowed
it to take advantage of certain volume discounts.  Fresh produce,
beverages and certain other items are purchased by each  Company-
owned  restaurant  from local wholesalers.  The Company  believes
that satisfactory local sources of supply are generally available
for all of the other items it regularly uses in its restaurants.

           Insurance.  Insurance costs have risen considerably in
the  restaurant business.  The Company carries fire and  casualty
insurance   on   its  Company-owned  restaurants  and   liability
insurance in amounts which management feels is adequate  for  its
operations.

           Marketing.  The Company advertises primarily by  print
and radio advertising.  Its advertising promotes the name "Cucos"
and  emphasizes quality dining serving tasty food  in  a  festive
atmosphere at moderate prices.

FRANCHISED RESTAURANTS

           The  Company, during fiscal year 2001,  plans  to  re-
activate the franchising program, seeking new franchisees to help
grow the system.  No assurances can be given as to the number  of
franchise  development areas that will be sold during the  fiscal
year  2001  or  the impact of development fee revenues  upon  the
Company's  profitability  and cash position  during  fiscal  year
2001.

           The  development  agreements  generally  obligate  the
developer  to  construct a specified number of Cucos  restaurants
within the licensed territory.  The restaurants may be either new
restaurants or conversions of existing restaurants, although  the
Company  encourages  franchisees to convert existing  restaurants
whenever  possible (see "Expansion Program").  A  developer  must
open  new  Cucos restaurants within the development territory  in
accordance  with  the  schedule  set  forth  in  the  development
agreement.    If  a  developer  fails  to  open  restaurants   in
accordance  with the schedule, generally the Company  may  notify
the  developer  that  it  is  in default  under  the  development
agreement  and may terminate the agreement 30 days thereafter  if
the default has not been cured.

           Generally, a development agreement expires three years
after  the  latest  date  set forth in the development  schedule.
During  the  first  year after completion of  the  schedule,  the
Company  is prohibited from either opening a Cucos restaurant  or
granting  a  franchise  to someone other than  the  developer  to
establish  a Cucos restaurant within the licensed territory.   If
during  the  second  and third year after the completion  of  the
schedule, the Company desires to establish additional restaurants
within the licensed territory, the developer for that area has  a
right  of  first  refusal  to enter into  additional  development
agreements with respect to such additional restaurants so long as
the developer is in compliance with the then existing development
agreement.   If  the  developer  exercises  its  right  of  first
refusal,  the  developer is required to pay  the  fees  for  each
restaurant then being charged to new developers.  Upon expiration
of  the development agreement, the Company may open Company-owned
restaurants  in  the  previously  licensed  territory  or   grant
franchises   to  other  persons  to  open  additional  franchised
restaurants in the previously licensed territory.

           Development agreements provide for the payment  of  an
initial  nonrefundable  development fee  by  the  developer  upon
execution of the agreement.  The development fee with respect  to
development agreements is generally $15,000 per restaurant up  to
five  restaurants  and  $10,000 per restaurant  thereafter.   The
Company  anticipates that the amount of the development fee  with
respect  to future development agreements will be based upon  the
size and nature of the area covered by the development agreement.

           Prior to the acquisition of a site for a restaurant in
the  licensed territory, the developer must submit to the Company
certain  information  concerning  the  site  and  certain  market
information.   Upon  the  Company's approval  of  the  site,  the
developer is required to enter into a license agreement with  the
Company with respect to the restaurant to be developed under  the
development agreement.

          The license agreements generally have terms of 20 years
from  the  date  of  their execution.  However,  if  the  license
agreement pertains to a franchised restaurant that is leased, the
license  agreement terminates upon the earlier of 20  years  from
the  commencement  date of the lease or upon the  termination  or
expiration of the primary term of the lease, plus any options  to
renew the lease.

           Generally  franchisees  are required  to  pay  to  the
Company  under  the  license agreement a continuing  royalty  fee
equal  to  4% of gross revenues at the restaurant.  In  addition,
franchisees are required to pay a continuing monthly contribution
to  an  advertising materials fund equal to .5% of gross revenues
at  the  restaurant  and  if a national  advertising  fund  or  a
regional  advertising fund applicable to the franchisee's  region
is  established by the Company (the Company has not  done  so  to
date),  the  franchisees must also pay to the Company  continuing
monthly  contributions, for use by such funds, equal  to  amounts
not  to  exceed  1% and 2% of gross revenues of  the  restaurant,
respectively,  for  the  national  media  fund  or  the  regional
advertising fund in the franchisee's region.  The Company has not
established   a  national  or  regional  advertising   fund   and
accordingly has not required contributions for such funds.

           The  license  agreement provides that the  franchisees
will    comply    strictly   with   the   Company's    standards,
specifications,    processes,   procedures,   requirements    and
instructions   regarding  the  operation  of   the   franchisee's
restaurant.  The Company is obligated to provide initial training
programs  for  franchisees and to provide personnel  for  on-site
assistance  in opening each franchised restaurant.   The  Company
has  the right to approve the person designated by the franchisee
to  have overall supervisory authority over franchised restaurant
operations or, if no such overall operations manager is designed,
to approve each restaurant general manager.

           Franchisees  purchase  food  products  and  restaurant
supplies   conforming   to  the  Company's  specifications   from
independent  suppliers.  Alternate sources  of  these  items  are
generally  readily  available.  The Company may  sell  equipment,
food  or supplies to franchisees upon request, but otherwise does
not  intend  to  do so.  The Company continues to  sell  a  small
amount   of  proprietary  advertising  materials.   The   Company
provides confidential recipe spice packs to franchisees through a
third party.  The Company anticipates continuing these sales.

EMPLOYEES

            At   the   end  of  fiscal  2000,  the  Company-owned
restaurants employed 536 persons, consisting of 384 part-time and
152  full-time  persons,  which  included  41  full-time  general
managers and managers.  In addition, 12 persons were employed  at
the  Company's   executive  office.   The  Company  endeavors  to
control  its employee turnover rate by offering to all  full-time
restaurant  employees  certain  paid  benefits,  including   life
insurance, health insurance and vacation.  None of the  Company's
employees  are  represented by a labor union.   The  Company  has
experienced no work stoppages attributable to labor disputes  and
considers its employee relations to be satisfactory.

COMPETITION

           The  restaurant business is highly competitive and  is
often  affected by changes in taste and eating habits,  by  local
and  national economic conditions affecting spending habits,  and
by  population  and traffic patterns.  The Company believes  that
the quality and price of food products are the principal means of
competition  in the restaurant industry.  Also of importance  are
site  locations,  quality  and  speed  of  service,  cleanliness,
advertising and attractiveness of facilities.

           The  Company  competes  with several  national  chains
including  El  Chico, Rio Bravo, Don Pablo's, El Patio,  Chili's,
Applebees, Olive Garden, LaFiesta, and Chevy's, as well  as  many
local  dining concepts.  Several of the national chains have  had
significant funding available provided by public stock offerings,
which  has  enabled them to expand significantly in the Company's
smaller  markets.  These expansions have adversely  impacted  the
Company's   guest counts in the smaller markets.  These  national
chains, as well as some regional chains, operate more restaurants
and have greater financial resources and greater name recognition
than  the  Company.   In  addition,  gaming  operations  in   the
Company's  Louisiana and Mississippi markets often offer food  at
discounted or below cost prices which provide an additional level
of indirect competition in those markets.

GOVERNMENT REGULATION

           The  Company's  franchise operations are subject to  a
variety  of laws regulating the marketing of franchises.  Federal
Trade    Commission   regulations   impose   certain   disclosure
requirements  on  persons  engaged in the  business  of  offering
franchises.   States in which the Company offers franchises  also
may  have franchising laws that require registration prior to the
offering  of  franchises for sale in those states or that  afford
franchisees   substantive   rights,   including   limiting    the
circumstances under which franchises may be terminated.

          The Company is also subject to the Fair Labor Standards
Act,  which governs such matters as minimum wages, overtime,  and
other  working conditions.  Many of the Company's   food  service
personnel  are  paid at rates related to the  minimum  wage  and,
accordingly, increases in the minimum wage increase the Company's
labor costs.

           Each  of  the  Company's  restaurants  is  subject  to
licensing and regulation by state liquor control boards  and  the
state  police in Louisiana (with respect to video poker), and  by
municipal   health,  sanitation,  safety  and   fire   department
agencies.  The Company expects that liquor sales and video  poker
revenues  will account for a significant portion of the Company's
revenues.   During  fiscal 2000, liquor  sales  and  video  poker
revenues   accounted   for   approximately   19.4%   and    1.4%,
respectively,  of food and beverage revenues.   The  loss  of  an
existing  liquor  license or video poker license would  adversely
affect the Company's  operations at that restaurant.

           The  Company is also subject to the provisions of  the
Americans  with Disabilities Act.  The Company has remodeled  its
restaurants to meet these requirements where necessary.

MISCELLANEOUS

          Customers.  No material part of the Company's  business
is dependent upon a single customer, or a very few customers, the
loss of any one of which would have a material adverse effect  on
the  Company.  No single customer accounts for as much as 10%  of
the Company's  total revenues.

           Seasonality.  The Company's  results are  impacted  by
seasonality.   Usually the highest sales periods  occur  in  late
spring  and summer, with sales declining in the fall and  winter.
This  is  especially  true for the Gulf Coast  restaurants  where
sales are more dependent on tourism.

           Service Marks, Trademarks and Copyrights.  The Company
is  the  owner  of  United States Service Mark Registration  Nos.
1,509,612, dated October 18, 1988, for the mark CUCOS  &  DESIGN;
and  1,941,214,  dated  December 12, 1995,  for  the  mark  CUCOS
MEXICAN  CAFE & DESIGN.  The Company is also the owner of  United
States  Trademark Registration Nos. 1,405,169, dated  August  12,
1986,  for  the mark FRESH-ITAS (Cucos' version of  fajitas)  and
1,465,729, dated November 17, 1987, for the mark FRESH-ITA NACHOS
(Cucos' version of fajita nachos).  The Company is also the owner
of  United States Service Mark Registration No. 1,996,748,  dated
August 27, 1996, for the mark THE TASTE TO MAKE YOU SAY OLE`  and
United  States  Service Mark Registration No.  2,019,308,  issued
November 27, 1996, for the mark IT TASTES BETTER OUR WAY.   Those
registrations, unless sooner terminated by law, issued  prior  to
November  16, 1989 have an effective term of 20 years  and  those
issued on or after November 16, 1989 have an effective term of 10
years,  unless sooner terminated by law, and all may  be  renewed
for successive terms so long as the marks continue to be used  by
Company  in  interstate  commerce for the specified  services  or
goods.   The  Company  also owns a service mark  registration  as
issued  by  the  State  of  Louisiana, dated  July  14,  1987;  a
Tennessee  State  Registration, issued July 2,  1987;  a  Florida
State  Registration No. 707,637, dated July 17, 1987; an  Alabama
State   Registration  No.  103,383,  issued  July  14,  1987;   a
Mississippi State Registration No. 1,509,612, issued on July  27,
1987;  and  an Arkansas State Registration No. 181-87, issued  on
July   8,  1987,  all  for  the  service  mark  CU-CO's.    These
registrations  are effective for a term of 10 years  and  may  be
renewed  for  successive terms.  All of these  registrations  are
valid  and subsisting.  In addition, the Company is the owner  of
Copyright Registration No. TXU 357-784 for the Cucos Power Manual
and  Copyright Registration No. PAU 1,195,506 for the Video, both
dated November 4, 1988.

Item 2.        Properties.

          All of the Company-owned restaurants are located in
facilities that are leased from third parties.  The following
table summarizes certain information concerning Company-operated
restaurants located in facilities that are leased from others as
of August 10, 2000.

                                                                  Lease
                                       Size       Dining    Lease   Option(s)
Location            Opened/Acquired    (Sq.Ft.)   Capacity  Expires Through

New Orleans -
 Metairie, LA       June 1981           5,138      136       2007     2027
Biloxi, MS          April 1982          5,600      159       2002     2032
New Orleans -
 Westbank, LA       September 1983      4,800      147       2001     2010
Monroe, LA          June 1984           4,476      146       2004     2019
Slidell, LA         November 1984       5,300      139       2008     2018
Alexandria, LA      March 1985          5,125      143       2001     2005
New Orleans -
 Uptown, LA         November 1985       4,152      120       2005     2015
Pascagoula, MS      December 1989       5,160      130       2006     2016
Hammond, LA         July 1990           6,062      130       2001     None
Birmingham, AL      March 1992          4,560      150       2006     2012
Houma, LA           September 1992      6,000      148       2007     2017
Ruston, LA          February 1996       5,476      162       2003     2026

           The New Orleans-Westbank and Slidell locations are  in
strip  shopping  centers.   The Hammond,  Birmingham,  and  Houma
locations are in shopping malls.  Seven leased locations are free-
standing buildings. The restaurant leases require the Company  to
pay  real  estate  taxes, insurance and utilities,  and  to  bear
repair,  maintenance  and other expenses normally  borne  by  the
lessee  under  a  triple  net  lease.   In  the  opinion  of  the
management  of  Company,  the leased  properties  are  adequately
covered by insurance.

          In addition to the leases above, the Company has leases
on  three  restaurant properties that are no longer used  in  its
operations.   The  properties  have  been  subleased   to   other
companies.   The  following  table provides  certain  information
about these properties:

     Location             Lease Expires      Sublease Expires
     Montgomery, AL           2002                 2002
     Columbus, GA             2004                 2004
     Macon, GA                2011                 2011

Item 3.        Legal Proceedings.

           On  April 11, 1990, a franchisee filed a complaint  in
the 24th District Court, State of Louisiana, Parish of Jefferson,
Case  No.  397856-5,  against  the Company  and  certain  of  its
officers  alleging  breach of contract and misrepresentation  and
seeks  damages  in  excess of $1.6 million.  There  has  been  no
activity in this litigation for more than ten years except for  a
discovery  request  filed  in  January  1996,  which  avoided   a
dismissal  of  the litigation for non-prosecution.   The  Company
believes  the  claims are without merit and the likelihood  of  a
loss is remote.

          Ronnie Natal Contractors, Inc. versus Cucos, Inc.,
Civil Action No.  95-17928, Section "L", Civil District Court for
the Parish of Orleans, State of Louisiana. In this action, Ronnie
Natal Contractors, Inc. ("Natal") and Current Electric, Inc. seek
to recover on what is allegedly due and owing in connection with
the build out of a Cucos Restaurant in New Orleans, Louisiana.
Natal alleges it is owed $64,935.00; Current Electric claims to
be owed $3,408.00.  Cucos, Inc. does not deny that Natal and
Current provided some service in connection with the restaurant
build out, although Cucos does have questions with the accuracy
of the amount claimed.  Rather, the principal issue in this
litigation is whether any amount is owed by Cucos, Inc.  The
restaurant at issue was not owned by Cucos, Inc. but rather was a
franchise restaurant owned by LBG, Inc. a closely held
corporation controlled by former members of management of Cucos.

          Significantly, the amount claimed by Natal and Current
Electric does not represent all amounts billed by them in
connection with the restaurant build out.  In fact, tenant build
out funds were advanced by the lessor, and these funds were used
in part to satisfy Current Electric and Natal's claims.  However,
as LBG defaulted on its lease, the lessor refused to advance
further tenant build out leaving the balance that is allegedly
due.  Natal and Current claim that they were under the
misapprehension that the work they were providing was for Cucos,
Inc. as opposed to LBG citing the fact that persons at Cucos
involved with franchisee relations had direct dealings with both
Natal and Current.

          Cucos has filed a third party demand against LBG.  LBG
has failed to answer timely, and Cucos is in the process of
securing a default.  A non jury trial of this matter is scheduled
for January 9, 2001.

          Discovery is not complete in this matter and it is not
possible at this time to estimate the company's ultimate
liability, if any.  Counsel has been instructed to defend this
matter vigorously, and counsel has not been provided with
settlement authority.

Item  4.     Submission  of Matters to  a  Vote  of  Security
             Holders.

            There  were  no  matters  submitted  to  a  vote   of
stockholders  during  the period covered by this  Annual  Report.
However, effective on Friday, November 5, 1999, the holders of  a
majority  of  the Company's outstanding Common Stock,  acting  by
written  consent, removed six members of the board  of  directors
and  elected  a  new  group  of directors.   Subsequent  to  that
election,  two directors, including the Chairman, resigned,  and,
on  August  24, 2000, the remaining members of the board  elected
two new directors to fill the vacancies and named a new Chairman.
The  current board members are James W. Osborn (Chairman),  Elias
Daher, Lee W. Randall, Thomas L. McCormick, Calvin O. Cox, Dennis
A. Grinn and William F. Saculla.


                             PART II



Item 5.   Market for the Company's  Common Stock and Related
          Shareholder Matters.

                     Cucos Inc. - Stock Data

     The Company's  Common Stock which was formerly traded on The
NASDAQ  Small-Cap Market under the symbol CUCO  was  delisted  on
February  2,  1999.   The Company's  Common  Stock  is  currently
listed on the OTC Bulletin Board. The following table sets  forth
the  range of the high and low bid and ask prices for each of the
quarters  indicated for fiscal 2000 and fiscal 1999 as  indicated
by Yahoo Finance website.

Fiscal 1999                       High Ask          Low Bid
1st Quarter ended 10/18/98        $1.1875           $0.7500
2nd Quarter ended 1/10/99          0.0875            0.3125
3rd Quarter ended 4/4/99           1.0625            0.3750
4th Quarter ended 6/27/99          0.4375            0.2500

Fiscal 2000                       High Ask          Low Bid
1st Quarter ended 10/17/99        $0.8750           $0.1250
2nd Quarter ended 1/9/00           2.2650            0.6520
3rd Quarter ended 4/2/00           1.6875            1.0000
4th Quarter ended 7/2/00           1.3750            0.6250

      On  September 14, 2000, the closing bid and ask prices  for
the Company's  Common Stock were $1.50 bid and $1.50 ask.

       The  foregoing  quotations  reflect  inter-dealer  prices,
without  retail  markup,  mark-down or  commission  and  may  not
necessarily represent actual transactions.

      Since  becoming a public company, the Company has  paid  no
cash  dividends and has no present intention of paying dividends,
but  rather expects to retain its earnings to provide  funds  for
expansion of its business and other corporate purposes.

      Approximate  number  of shareholders (including  beneficial
shareholders  through nominee registration) as of  September  20,
2000: 725.

      On January 26, 2000, the Company sold 300,000 shares of its
Series  A  Preferred Stock, no par value per share (the Preferred
Stock),  to JRAC for $300,000.  On February 1, 2000, the  Company
sold  100,000  shares of Preferred Stock to  JRAC  for  $100,000.
Each  share  of  Preferred Stock is convertible at JRAC's  option
into  one share of the Company's Common Stock.  These shares were
issued  in  transactions exempt from registration  under  Section
4(2)  of  the Securities Act of 1933, as amended (the "Securities
Act"), in a private offering to a single investor.

      On  February 21, 2000, Mr. Daniel Earles, former  Executive
Vice  President  of  Operations of  the  Company,  exercised  his
options  to purchase 11,875 shares of Common Stock at a price  of
$1.00  per  share.   These shares were issued  in  a  transaction
exempt  from  registration  pursuant  to  Section  4(2)  of   the
Securities Act.

     On January 20, 2000 and on May 16, 2000, the Company granted
options  to  purchase an aggregate of 135,000  shares  of  Common
Stock to some of its officers and directors.  These options  were
issued  in  transactions  exempt from  registration  pursuant  to
Section 4(2) of the Securities Act.

Item 6.        Management's Discussion and Analysis.

Overview

     The Company operates and franchises full-service restaurants
serving  moderately priced Sonoran and Tex-Mex Mexican appetizers
and   entrees   and  complementing  alcoholic  and  non-alcoholic
beverages.   At  the  end  of fiscal 2000,  17  restaurants  were
operating  under the Cucos name, 12 of which were  owned  by  the
Company and 5 by franchisees. There were eighteen restaurants  in
operation  at  the end of fiscal 1999.  During fiscal  2000,  one
franchised   restaurant   was  closed   and   two   Company-owned
restaurants  became franchised restaurants when the Company  sold
the  restaurants,  one  in  Birmingham  and  one  in  Montgomery,
Alabama, to former employees.

Fiscal 2000 Compared to Fiscal 1999

      Sales of Food and Beverages declined $4,037,700 (20.1%)  to
$16,082,399  from  $20,120,099.   This  decrease  in  sales   was
primarily  the result of three fewer restaurants in fiscal  2000.
Two  Company-owned  restaurants  in  Birmingham  and  Montgomery,
Alabama,  were  closed and sold to franchisees during  the  first
quarter of fiscal 2000, and the Meridian, Mississippi, restaurant
closed at the end of the third quarter of 1999 fiscal year.   The
closings accounted for $2,214,946 of the decline in Sales of Food
and  Beverages.  Sales of Food and Beverages at restaurants  open
throughout  the  2000  and  1999 fiscal  years  (the  "Comparable
Restaurants")  decreased $1,427,076.  In  addition,  the  ban  on
video  poker devices in five Louisiana parishes became  effective
June 30, 1999, resulting in a decline in revenues of $395,678.

      Net Royalty and Franchise Revenues decreased $3,836 (3%) to
$125,311  from  $129,147.   Royalty  Revenue  decreased   $22,222
primarily due to the closing of the franchised restaurants in Des
Moines,   Iowa,  and  Boynton  Beach,  Florida.    Although   two
franchised  restaurants  in Birmingham  and  Montgomery,  Alabama
opened,  the  royalties from these restaurants were  considerably
less  than  the restaurant that closed during fiscal  2000.   The
decrease  in  Royalty  Revenue  was  partially  offset   by   the
Development Fee forfeited by the Des Moines franchisee  when  the
restaurant was closed.

      Commissary  and Other Income declined $104,991  (85.8%)  to
$17,318 from $122,309.  During the second quarter of fiscal 2000,
the  Company's  contract  to manage a franchised  restaurant  was
cancelled.   The reduction in management fee income was  $46,001,
and  the  Company's share of profits for this restaurant declined
an  additional $16,968 versus the 1999 fiscal year.   During  the
same  quarter,  the Company closed its commissary  operation  and
contracted with a vendor to supply these services, resulting in a
revenue decline of $25,420.

      Restaurant  Cost of Sales decreased $1,205,073  (21.6%)  to
$4,363,359  from  $5,568,432.  The reduction  attributed  to  the
three closed restaurants was $641,549, and Comparable Restaurants
Cost  of  Sales declined $563,524.  Cost of Sales as a percentage
of  Food  and  Beverage  Sales  decreased  1.01%  for  Comparable
Restaurants.

      Restaurant Labor and Benefits decreased $1,171,534  (16.3%)
to  $5,996,316 from $7,167,850.  Closed restaurants accounted for
$953,898 of the reduction, while Comparable Restaurants Labor and
Benefits costs declined $217,636. Comparable Restaurant Labor and
Benefits increased 1.88% as a percentage of sales.

      Other  Operating Expenses decreased $1,322,604  (35.2%)  to
$2,431,628   from   $3,754,232.   Comparable  Restaurants   Other
Operating   Costs  declined  $774,261,  and  closed   restaurants
accounted  for  $548,343.  Comparable Restaurants costs  declined
3.3% as a percentage of sales.

      Occupancy  Costs decreased $526,143 (23.4%)  to  $1,719,188
from  $2,245,331.  The reduction attributed to the  three  closed
restaurants was $418,311, while Comparable Restaurants  decreased
$107,832.   As  a  percentage  of sales,  Comparable  Restaurants
Occupancy Costs were virtually unchanged.

      Preopening  Expenses  decreased $54,525.   Amortization  of
costs for the Meridian, Mississippi, restaurant (opened in fiscal
year  1998)  was completed in fiscal year 1999.  No new  Company-
owned restaurants opened during the fiscal year 2000.

     Operations Supervision Expenses declined $242,977 (30.2%) to
$561,077 from $804,054.  The decline in expenses is primarily the
result  of  a  decrease in the costs associated  with  management
training and supervision (labor and benefits), and decreased  bad
debt provision.

      Corporate Expenses decreased $491,095 (29.2%) to $1,193,506
from  $1,684,601.  The decline is attributable to  reductions  of
personnel  in  the marketing, construction, accounting,  finance,
and legal departments, and the downsize of the corporate offices.
The Company, working with a consultant, negotiated reductions  of
various  vendor payables.  In addition, during fiscal year  1999,
the   Company  incurred  charges  of  $250,000  for  legal  fees,
abandoned  sites, and costs associated with television commercial
production.

      During  fiscal  2000,  the Company  recorded  a  charge  of
$364,251  in  connection  with the  settlement  with  the  former
Chairman  and  CEO.   The  expense  primarily  includes   amounts
attributable  to  the  transfer of the Company's  interest  in  a
franchise  restaurant  to the former Chairman  and  CEO  and  the
forgiveness  of a receivable from a company of which  the  former
Chairman and CEO is an affiliate.

      During  fiscal  1999,  the Company adjusted  the  value  of
impaired  property located in Meridian, Birmingham, Cutler  Ridge
and Macon, resulting in impairment charges of $1,926,557.  During
fiscal 2000, management's efforts to dispose of these assets  and
settle  related  lease liabilities resulted in a net  benefit  of
$117,304.

      Interest expense increased $279,011 (57%) to $766,798  from
$487,787.  This increase is due to additional interest associated
with  the Company's credit facility, which is discussed in detail
in the Notes to Financial Statements.

Liquidity and Capital Resources

     In  fiscal  2000,  the Company's operating  activities  used
$407,298.  In  fiscal  1999, the Company's  operating  activities
provided  cash flow of $425,853. The change in net cash  provided
by (used in) operating activities from fiscal 1999 to fiscal 2000
resulted primarily because the Company significantly reduced  its
trade  accounts payable in fiscal 2000, compared to  fiscal  1999
when  the  Company  had  extended its trade  payable  terms  with
vendors.

     During fiscal 2000 the Company's working capital needs  were
financed  primarily  by  the  sale  of  $400,000  of  convertible
preferred  stock to JRAC. In fiscal 1999, working  capital  needs
were   financed   from  operations  and  short-term   borrowings.
Presently,  the Company has no commitments from third parties  to
provide short-term borrowings.

     Net  cash used by investing activities was $86,120 in fiscal
2000  compared to $188,143 in 1999. In fiscal 2000,  the  Company
received $78,600 from the sale of assets for a closed unit.

     Net  cash  provided by financing activities was $245,920  in
fiscal  2000, and included $400,000 of proceeds from the sale  of
convertible preferred stock and $166,155 of principal payments on
long-term  debt.  Net  cash  used  in  financing  activities  was
$347,953 in 1999 and included repayment of the Company's line  of
credit  and  principal payments on long-term debt. Proceeds  from
long-term   borrowings   in   1999  were   from   notes   payable
collateralized by life insurance policies.

      The  Company  considers  earnings before  interest,  taxes,
depreciation and amortization (EBITDA) to be a relevant indicator
of  liquidity.   EBITDA  is not a measure defined  by  accounting
principles generally accepted in the United States, however.  The
amounts presented below may not be comparable to similarly titled
measures  reported  by  other  companies.   EBITDA  increased  to
$503,347 for fiscal year ended July 2, 2000 compared to a deficit
of $43,213 for fiscal year ended June 27, 1999.

[CAPTION]
<TABLE>
                                                                       EBITDA
                                                                 Fiscal Year Ended
                                                                  July 2, 2000   June 27, 1999

<S>                                                               <C>             <C>
Net Loss                                                          $(1,053,791)    $(3,321,814)

Add:
     Depreciation and amortization of property
         and equipment                                                543,393         809,732
     Preopening amortization                                               -           54,525
     Interest                                                         766,798         487,787
     Charges related to closed units and asset impairment, net       (117,304)      1,926,557
     Charges related to settlement with former management             364,251               -

EBITDA                                                             $  503,374       $ (43,213)

</TABLE>

      Management  attributes the total financial  improvement  to
improved  operational controls and administrative and operational
personnel reductions.

     In  May  1999, the Company and its commercial lender entered
into a forbearance agreement whereby the commercial lender agreed
to defer the Company's requirement to make required principal and
interest  payments for May, June and July 1999 until April  2001,
and  to  defer required principal payments for August,  September
and  October 1999 until April 2001. The Company did not make  its
required interest payment on October 1, 1999, nor did it make its
required  principal and interest payment on November 1, 1999  and
December  1,  1999, and was therefore in default  on  its  credit
facility. The Company received notice from its commercial  lender
that  under  the terms of the credit facility, the entire  amount
outstanding, $3,105,031 at October 17, 1999 was immediately  due,
and  the  lender could take possession of the assets  pledged  as
collateral. Until September 1, 2000, the commercial lender agreed,
pursuant  a forbearance agreement, to not exercise its rights  to
the  collateral. The Company is attempting  to  obtain  financing
through JRAC to repay the debt in  default,  negotiate  a  waiver
of the  credit  facility  default,  or  obtain additional payment
deferrals in fiscal year 2001.  There can be no  assurances  that
the Company will be successful in these efforts.

           On  September 29, 2000, the Company entered into a ten
year Line of Credit Agreement (the "Credit Agreement") with JRAC,
the  Company's  majority shareholder.  Under  the  terms  of  the
Credit Agreement, JRAC may lend the Company up to $5 million  for
working    capital,   payment   of   outstanding    indebtedness,
refurbishing   units,   establishing  new   units,   and   future
acquisitions.  The loan is secured by substantially  all  of  the
assets  of  the  Company.  Advances will accrue  interest  at  an
annual  rate  equal to three percentage points  above  the  prime
lending  rate  of  Wells  Fargo  Bank.   JRAC  will  receive   an
origination  fee  of  two  percent of the  amount  of  each  cash
advance. Beginning January 1, 2001, the outstanding loans  (which
include  $120,000  advanced from August 14, 2000  to  August  28,
2000) will be repayable in monthly installments of principal  and
interest.  The Company has the right to prepay in whole  or  part
at  any  time  any  indebtedness  outstanding  under  the  Credit
Agreement. Future advances under this line of credit are  subject
to the ability of JRAC to fund such advances.

     Because  of the Company's recurring net losses, the debt  in
default,  its  net  capital deficiency,  and  the  lack  of  firm
commitments from third parties to provide short-term or long-term
financial  resources, there can be no assurance that the  Company
will be able to meet its obligations as they come due in 2001.

Impact of Inflation and Changing Prices

      Inflation  in food, labor, construction costs and  interest
rates can affect the Company's  operations. Many of the Company's
employees  are  paid hourly rates related to  the  minimum  wage,
which is subject to fluctuation.

      Management reviews its pricing regularly to ensure that its
Company's  product(s) are priced competitively,  that  it  offers
outstanding  value  to  its  customers,  and  that  margins   are
maintained.  Inflation can also affect rent, taxes,  maintenance,
and insurance costs.

Seasonality

      The Company's  results are affected by seasonality. Usually
the  highest sales periods occur in late spring and summer,  with
sales  declining in the fall and winter. This is especially  true
for the Gulf Coast restaurants where sales are more dependent  on
tourism.

Forward-Looking Statements

      Forward-looking statements regarding management's   present
plans  or  expectations  for new unit openings,  remodels,  other
capital  expenditures, the financing thereof, and disposition  of
impaired  units,  involve  risks and  uncertainties  relative  to
return  expectations  and related allocation  of  resources,  and
changing  economic  or competitive conditions,  as  well  as  the
negotiation  of agreements with third parties, which could  cause
actual results to differ from present plans or expectations,  and
such  differences could be material.  Similarly,  forward-looking
statements  regarding  management's   present  expectations   for
operating  results  involve  risk and uncertainties  relative  to
these  and  other factors, such as advertising effectiveness  and
the  ability  to achieve cost reductions, which also would  cause
actual  results  to differ from present plans.  Such  differences
could  be  material.  Management does not expect to  update  such
forward-looking statements continually as conditions change,  and
readers should consider that such statements speak only as to the
date hereof.


Item 7.        Financial Statements.

                           Cucos Inc.
                          Balance Sheet
                          July 2, 2000

Assets
Current assets:
  Cash                                                         $     268,712
  Receivables less allowance for doubtful accounts of $66,716         99,015
  Inventories                                                        150,958
  Prepaid expenses                                                   154,792
  Other current assets                                                 3,968
TOTAL CURRENT ASSETS                                                 677,445

Property and equipment:
  Equipment                                                        2,085,926
  Leasehold improvements                                           3,009,947
                                                                   5,095,873
  Less accumulated depreciation and amortization and
    impairment reserves                                            3,009,359
                                                                   2,086,514

Deferred costs, less accumulated amortization of $96,760             225,414
Other assets                                                         253,898
TOTAL ASSETS                                                    $  3,243,271

Liabilities and Net Capital Deficiency
Current liabilities:
  Trade accounts payable                                        $  1,346,626
  Accrued interest                                                   321,253
  Accrued expenses                                                   522,021
  Current portion of long-term debt                                  190,767
  Debt in default                                                  3,105,031
TOTAL CURRENT LIABILITIES                                          5,485,698

Long-term debt, less current portion                                 177,971
Deferred revenue                                                     270,954

Net Capital Deficiency:
     Convertible preferred stock, no par value-1,000,000
        shares authorized: 400,000 issued and outstanding,
        stated at liquidation preference value of $1 per share       400,000
     Common stock, no par value - 20,000,000 shares:
        authorized, 2,663,605 shares issued and outstanding        5,264,649
  Additional paid-in capital                                         110,788
  Retained earnings deficit                                       (8,466,789)
NET CAPITAL DEFICIENCY                                            (2,691,352)
TOTAL LIABILITIES AND NET CAPITAL DEFICIENCY                    $  3,243,271

See accompanying notes.

[CAPTION]
<TABLE>
                           Cucos Inc.
                    Statements of Operations

                                                                            Fiscal Year Ended
                                                                        July 2, 2000  June 27, 1999
<S>                                                                      <C>            <C>
Restaurant operations:
  Sales of food and beverages                                            $16,082,399    $20,120,099
  Restaurant expenses:
    Cost of sales                                                          4,363,359      5,568,432
    Restaurant labor and benefits                                          5,996,316      7,167,850
    Other operating expenses                                               2,431,628      3,754,232
    Occupancy expenses                                                     1,719,188      2,245,331
    Preopening expenses                                                            -         54,525
  Total restaurant expenses                                               14,510,491     18,790,370
Income from restaurant operations                                          1,571,908      1,329,729

Royalties and franchise revenues, net of expenses of $2,093 and              125,311        129,147
    $2,979, respectively
Commissary and other income                                                   17,318        122,309
                                                                           1,714,537      1,581,185

Operations supervision expenses                                              561,077        804,054
Corporate expenses                                                         1,193,506      1,684,601
Charges related to settlement with former management                         364,251              -
Charges related to closed units and asset impairment                        (117,304)     1,926,557
Operating loss                                                              (286,993)    (2,834,027)
Interest expense                                                             766,798        487,787
Loss before income taxes                                                  (1,053,791)    (3,321,814)
Income taxes                                                                       -              -
Net loss                                                                 $(1,053,791)   $(3,321,814)

Net loss per share - basic and diluted                                        $(0.40)        $(1.25)

Weighted average number of common shares and common share
    equivalents outstanding - basic and diluted                             2,642,272     2,651,730
</TABLE>

See accompanying notes.

[CAPTION]
<TABLE>
                           Cucos Inc.
                    Statements of Cash Flows

                                                                            Fiscal Year Ended
                                                                        July 2, 2000  June 27, 1999
<S>                                                                    <C>             <C>
Operating activities
Net loss                                                               $ (1,053,791)   $(3,321,814)
Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
  Payments related to closed units and asset impairment                           -      1,926,557
  Costs paid related to closed units                                        (42,961)             -
  Depreciation and amortization of property and equipment                   543,393        809,732
  Amortization of deferred costs                                             30,283        157,522
  Change in deferred revenue                                                187,212         (7,578)
  Gain on sale of assets and other                                          (76,156)        (3,571)
  Charges related to settlement with former management                      364,251              -
  Changes in operating assets and liabilities:
    Receivables                                                              80,728        199,339
    Inventories                                                              48,348         33,573
    Prepaid expenses and other current assets                               183,300          4,145
    Trade accounts payable                                                 (815,452)       715,650
    Accrued expenses                                                        143,547        (87,702)
Net cash provided by (used in) operating activities                        (407,298)       425,853

Investing activities
Purchases of property and equipment                                        (164,720)      (188,143)
Proceeds from sale of assets                                                 78,600              -
Net cash used in investing activities                                       (86,120)      (188,143)

Financing activities
Changes in short-term debt payable to banks                                       -       (100,000)
Proceeds from borrowings                                                          -         74,364
Principal payments on borrowings                                           (166,155)      (322,317)
Proceeds from sale of convertible preferred stock                           400,000              -
Proceeds from sale of common stock                                            11,875              -
Net cash provided by (used in) financing activities                          245,720      (347,953)

Change in cash                                                              (247,698)     (110,243)
Cash at beginning of year                                                    516,410       626,653
Cash at end of year                                                         $268,712      $516,410

Supplemental cash flow information:
Non-cash financing and investing activities:
Equipment and leasehold improvements financed by capital leases              $48,349      $      -
Interest paid                                                               $543,094      $424,734

See accompanying notes.

</TABLE>

[CAPTION]
<TABLE>
                           Cucos Inc.
               Statements of Shareholders' Equity

                                                                                      Additional      Retained
                                   Preferred      Common   Preferred         Common     Paid-In       Earnings
                                      Shares      Shares       Stock          Stock     Capital      (Deficit)          Total

 <S>                                <C>        <C>         <C>          <C>            <C>         <C>             <C>
 Balance as of June 28, 1998              -    2,651,730           -    $ 5,252,774    $110,788    $(4,091,184)    $  1,272,378
    Net loss                              -           -            -              -          -      (3,321,814)      (3,321,814)
 Balance as of June 27, 1999              -    2,651,730           -    $ 5,252,774    $110,788    $(7,412,998)    $ (2,049,436)
    Net loss                              -           -            -              -          -      (1,053,791)      (1,053,791)
    Sale of common stock                  -       11,875           -         11,875          -               -           11,875
    Sale of preferred stock         400,000            -   $ 400,000              -          -               -          400,000
    Balance as of July 2, 2000      400,000    2,663,605   $ 400,000    $ 5.264.649    $110,788    $(8,466,789)    $ (2,691,352)
</TABLE>
See accompanying notes.



                           Cucos Inc.
                          July 2, 2000

                  Notes to Financial Statements

1.   Basis of Presentation and Significant Accounting Policies

Basis of Presentation:  Cucos Inc. (the "Company") incurred a net
loss of $1,053,791 in the fiscal year 2000 and $3,321,814 in  the
fiscal year 1999.  In addition, at July 2, 2000, the Company  had
a net capital deficiency of $2,691,352 and was in default on debt
totaling  $3,105,031.   See  note  3.   These  conditions   raise
substantial doubt about the Company's  ability to continue  as  a
going  concern.   The  financial statements do  not  include  any
adjustments   to  reflect  the  uncertainties  related   to   the
recoverability  and classification of assets or the  amounts  and
classification of liabilities that may result from the  inability
of the Company to continue as a going concern.

The  Company  has  developed  plans to  refocus  its  operations,
reverse  sales  declines, increase restaurant  profitability  and
reduce  other operating and corporate expenses.  The  Company  is
also  attempting to obtain alternate financing to repay the  debt
in   default,  or  negotiate  with  its  commercial   lender   to
restructure  the  terms  of the debt  in  default.   The  Company
believes that it can continue to meet its obligations through the
end of fiscal year 2001 if it can extend its existing forbearance
agreement with its commercial lender, or restructure the terms of
the  debt in default, or obtain alternate financing to repay  the
debt,  on terms acceptable to the Company.  However, considering,
among other things, the Company's  history of net losses and  the
debt  in default, there can be no assurance that these plans will
have  the expected effect on the Company's  results of operations
and its cash flows in fiscal 2001.

Fiscal  Year:  The Company uses a 52/53-week year  for  financial
reporting  purposes  with its fiscal year ending  on  the  Sunday
closest  to  June 30.  Fiscal year 2000 was a 53-week  year,  and
fiscal year 1999 was a 52-week year.

Use of Estimates: The preparation of the financial statements  in
conformity with accounting principles generally accepted  in  the
United   States   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.

Inventories:  Inventories,  consisting  primarily  of  food   and
beverages,  are stated at the lower of cost (first-in,  first-out
method) or market.

Property and Equipment: Property and equipment is stated at cost.
Depreciation  and amortization are computed by the  straight-line
method  over  the  assets' useful lives  or  their  lease  terms,
whichever  is  shorter.  Amortization of  assets  recorded  under
capital  leases is included in depreciation expense.  The  useful
lives of equipment range from 3-10 years, and the useful lives of
leasehold improvements are generally 15 years.

Deferred Costs: Deferred costs represent debt issuance and  other
costs,  which  are primarily trademarks. Deferred  debt  issuance
costs  are amortized over the life of the related debt.  Deferred
site  costs  incurred in the selection of sites for new  Company-
owned  restaurants are capitalized and amortized on  a  straight-
line basis over a 10-year period; costs incurred in the selection
of  sites for franchised restaurants are accumulated and expensed
when  the related franchise revenue is recognized. If a potential
site  is  abandoned, the deferred costs related to that site  are
charged  to  current operations. Other deferred costs,  primarily
trademarks, are amortized on a straight-line basis over 20 years.

Advertising  Costs: Advertising costs are expensed  as  incurred.
Advertising  expense was $222,000 in fiscal 2000 and $794,000  in
fiscal 1999.

Franchise Fees and Royalties: The Company sells exclusive  rights
to  develop  Cucos  restaurants in designated  territories  (Area
Development  Agreements),  as well as individual  franchises  for
each  restaurant.  The  Area Development Agreements  call  for  a
nonrefundable fee paid to the Company in exchange for territorial
exclusivity.  Franchise  development  fee  revenue   from   these
agreements  is deferred and recognized as income on  a  pro  rata
basis as restaurants are developed in the designated territory or
when  the  developer forfeits the development  rights  under  the
agreement.  Franchise  fee  revenue  related  to  the  individual
restaurants is recognized as income when all obligations  of  the
Company  are  substantially  fulfilled,  which  occurs  when  the
franchise restaurant begins operations. Royalty income  is  based
upon  a percentage of franchise sales and is recognized as income
when   earned.   Royalties  and  other  receivables   are   often
collateralized by personal guarantees and sometimes by  equipment
owned by the franchisee.

Income  Taxes:  The Company accounts for income taxes  using  the
liability  method.  Under this method, deferred  tax  assets  and
liabilities are determined based on differences between financial
reporting  and  tax  bases  of assets and  liabilities,  and  are
measured  using the enacted tax rates and laws that  will  be  in
effect when the differences are expected to reverse.

Impairment  of Long-Lived Assets: The Company reviews  long-lived
assets  to  be  held  and  used in the  business  for  impairment
whenever  events  or changes in circumstances indicate  that  the
carrying  amount  of an asset or a group of  assets  may  not  be
recoverable. Assets are evaluated for impairment at the operating
unit  level. The Company considers a history of operating  losses
to  be its primary indicator of potential impairment. An asset is
deemed  to  be  impaired  if a forecast  of  undiscounted  future
operating  cash  flows directly related to the  asset,  including
disposal  value if any, is less than its carrying amount.  If  an
asset  is determined to be impaired, the loss is measured as  the
amount by which the carrying amount of the asset exceeds its fair
value.  The Company generally estimates fair value by discounting
estimated  future cash flows. Considerable judgment is  necessary
to  estimate  cash flows. Accordingly, it is reasonably  possible
that actual results could vary significantly from such estimates.

Stock-Based  Compensation: The Company  accounts  for  its  stock
compensation  arrangements  under  the  provision  of  Accounting
Principles  Board  No.  25,  Accounting  for  Stock   Issued   to
Employees.

Reclassifications: Certain balances in the prior fiscal year have
been reclassified to conform with the presentation in the current
fiscal year.

2.   Tender Offer

In  August  2000,  pursuant to a tender offer  to  the  Company's
shareholders,  the  Jacksonville  Restaurant  Acquisition   Corp.
(JRAC) purchased 1.2 million shares of the Company's Common Stock
for  $1,200,000  in  cash.  During fiscal  2000,  JRAC  purchased
400,000 shares of convertible Preferred Stock at $1 per share.

3.    Debt

Capital  lease  obligations, fixed interest rates
  of 12.09% to 14.2% with monthly payments of $10,100   $  330,805
Other                                                       37,933
                                                           368,738
Less current portion                                       190,767
                                                        $  177,971

Debt in default                                         $3,105,031

Debt in default represents a note payable to a commercial lender.
This  note  is part of a pool of loans financed by the commercial
lender  at  a stated interest rate of 11.6%.  However,  the  loan
agreement  requires the Company to pay additional  interest  each
month  if certain loan pool conditions are not met. These monthly
payments,  if  required, would increase interest  incurred  by  a
maximum  of  $400,000  over the life of the loan.  During  fiscal
2000,  the Company incurred additional interest of $52,000  as  a
result of these requirements.  The loan agreement also contains a
provision that requires the Company to pay prepayment premiums in
the  event  the loan is paid prior to its maturity.  At  July  2,
2000, this premium was approximately $660,000.

In May 1999, the Company and its commercial lender entered into a
forbearance  agreement whereby the commercial  lender  agreed  to
defer  the  Company's requirement to make required principal  and
interest  payments for May, June and July 1999 until April  2001,
and  to  defer required principal payments for August,  September
and  October 1999 until April 2001. The Company did not make  its
required interest payment on October 1, 1999, nor did it make its
required  principal and interest payment on November 1, 1999  and
December  1,  1999, and was therefore in default  on  its  credit
facility. The Company received notice from its commercial  lender
that  under  the terms of the credit facility, the entire  amount
outstanding, $3,105,031 at October 17, 1999 was immediately  due,
and  the  lender could take possession of the assets  pledged  as
collateral. Until September 1, 2000, the commercial lender agreed,
pursuant a forbearance  agreement, to  not  exercise  its  rights
to the collateral.  The Company is attempting to obtain financing
through JRAC to repay the debt in default, negotiate a waiver  of
the  credit  facility  default,  or  obtain  additional  payment
deferrals in  fiscal year 2001.  There  can be no assurances that
the Company will be successful in these efforts.

On September 29, 2000, the Company entered into a  ten
year Line of Credit Agreement (the "Credit Agreement") with JRAC,
the  Company's  majority shareholder.  Under  the  terms  of  the
Credit Agreement, JRAC may lend the Company up to $5 million  for
working    capital,   payment   of   outstanding    indebtedness,
refurbishing   units,   establishing  new   units,   and   future
acquisitions.  The loan is secured by substantially  all  of  the
assets  of  the  Company.  Advances will accrue  interest  at  an
annual  rate  equal to three percentage points  above  the  prime
lending  rate  of  Wells  Fargo  Bank.   JRAC  will  receive   an
origination  fee  of  two  percent of the  amount  of  each  cash
advance. Beginning January 1, 2001, the outstanding loans  (which
include  $120,000  advanced from August 14, 2000  to  August  28,
2000) will be repayable in monthly installments of principal  and
interest.  The Company has the right to prepay in whole  or  part
at  any  time  any  indebtedness  outstanding  under  the  Credit
Agreement. Future advances under this line of credit are  subject
to the ability of JRAC to fund such advances.

This debt is collateralized by substantially all of the Company's
restaurant equipment and leasehold improvements and other assets.

Maturities  of long-term debt, including capital leases,  not  in
default  for  each of the next five fiscal years are $190,767  in
fiscal year 2001, $103,404 in fiscal year 2002, $63,268 in fiscal
year  2003, $9,575 in fiscal year 2004, and $1,724 in fiscal year
2005.

The  carrying amounts reported in the balance sheet for debt  not
in  default approximate fair value, as estimated using discounted
cash  flow  analyses, based on the Company's  current incremental
borrowing rates for similar types of borrowing instruments.   The
Company  is  not  able to calculate the fair  value  of  debt  in
default.


4.   Charges Related to Closed Units and Asset Impairment

In  fiscal year 1999, the Company recorded impairment charges  of
$1,926,557,    primarily   related   to   equipment,    leasehold
improvements,  reacquired franchise rights and certain  subleased
properties.  These  charges  were  determined  based   upon   the
Company's accounting policy for impairment of long-lived  assets,
as described in Note 1.  During fiscal 2000, management's efforts
to  dispose  of these assets and settle related lease liabilities
resulted in a net benefit of $117,304.

5.   Income Taxes

Significant components of the Company's  deferred tax assets and
liabilities are as follows:

     Deferred tax assets:
       Net operating loss carryforwards                2,543,000
       Tax credit carryforwards                          642,000
       Property and equipment                            283,000
       Other - net                                        85,000
     Total deferred tax assets                         3,553,000
     Valuation allowance for deferred tax assets      (3,488,000)
                                                          65,000

     Deferred tax liabilities:
       Prepaid expenses and deferred costs                65,000
     Net deferred tax assets                          $        -

The  following is a reconciliation of income taxes at the federal
statutory  rate of 34% to income taxes reported in the statements
of operations based on the loss before income taxes:

[CAPTION]
<TABLE>
                                                       July 2, 2000    June 27, 1999
<S>                                                    <C>             <C>
     Income tax benefit at the federal statuary rate    $ (318,000)    $ (1,129,000)
     State taxes, net of federal deductions                (37,000)        (121,000)
     Change in valuation allowance                         355,000        1,250,000
     Income taxes                                       $        -     $          -
</TABLE>

At  year end, the Company had net operating loss carryforwards of
approximately  $6,692,900 and investment  and  jobs  tax  credits
carryforwards  of  approximately  $642,000.  These  carryforwards
expire  beginning  in  2001.   The  acquisition  of  45%  of  the
Company's  stock by JRAC in August 2000 constituted a  change  in
control.   Internal Revenue Code provisions limit the  amount  of
net  operating loss carryforwards which can be utilized each year
to approximately $200,000.

The  Company has provided a valuation allowance for deferred  tax
assets,  which may not be realized through future taxable  income
and the reversals of taxable temporary differences.

6.   Leases

The  Company  leases 12 restaurant facilities and  its  corporate
headquarters under noncancelable operating lease agreements  with
initial  lease  terms expiring in fiscal 2001 and through  fiscal
2008.  The  restaurant leases have remaining renewal options  and
provide  for  contingent rentals based on  sales  performance  in
excess  of  specified  minimums.  Contingent  rentals  were   not
material  in  any  year.  Some of the leases  also  have  varying
escalation  clauses  based either on fixed  dollar  increases,  a
percentage of the previous minimum annual rental, or the consumer
price index.

The   Company   subleases  three  restaurant   facilities   under
noncancelable  sublease agreements with lease terms  expiring  in
fiscal   year   2002  through  fiscal  year  2011.  The   Company
anticipates  that income from these sublease agreements  will  be
sufficient  to  cover  the  Company's  remaining  minimum   lease
payments.

Future  minimum  lease  and  sublease  payments  under  the  non-
cancelable leases were as follows at year end:

                              Operating Leases                   Capital
                      Lease        Sublease         Net           Lease
2001                $923,000        $66,000       $857,000       $217,000
2002                 839,000         66,000        773,000        121,000
2003                 723,000         66,000        657,000         68,000
2004                 620,000         65,000        555,000         11,000
2005                 523,000         35,000        488,000          2,000
Thereafter           834,000         48,000        786,000              -
                                                                  419,000
               Less unamortized discount (12.09% - 14.2%)          88,000
                                                                 $331,000

Rent expense on all the Company's operating leases was $1,029,000
in fiscal 2000 and $1,419,000 in fiscal 1999.

7.   Related Party Transactions

The  Company recorded a charge of $364,251 in the second  quarter
of  the  fiscal year 2000 in connection with the settlement  with
its  former  Chairman  and  CEO.   The  charge  includes  amounts
attributable  to  the  transfer of the Company's  interest  in  a
franchisee, LaMexiCo, L.LC., to the former Chairman and  CEO  and
the  forgiveness  of  debts  owed to the  Company  by  affiliated
entities.   The Company believes that the settlement was  in  the
best interests of the Company and its shareholders.

During the third quarter of fiscal 2000, the Company negotiated a
settlement   with   a   former  board  member   and   franchisee.
Receivables of $55,000 were settled for a cash payment of $15,000
and forfeiture of $17,000 in development fees.

In  addition,  during  the fourth quarter  of  fiscal  2000,  the
Company  agreed to forgive $20,000 of debts owed  by  its  former
President.  In return, the development fee of $500 for the  Baton
Rouge area was forfeited.

Also,  in connection with the settlement with the former Chairman
and  CEO, the Company terminated agreements with Brothers  Video,
Inc.,  formerly  an  affiliated company, to  supply  video  poker
machines in nine Cucos restaurants located in Louisiana.

On  January  26,  2000, the Company sold 300,000  shares  of  its
Series  A  Preferred Stock, no par value per share (the Preferred
Stock),  to  JRAC for $300,000. On February 1, 2000, the  Company
sold  100,000  shares of Preferred Stock to  JRAC  for  $100,000.
Each  share  of  Preferred Stock is convertible at JRAC's  option
into  one share of the Company's Common Stock.  These shares were
issued  in a transactions exempt from registration under  Section
4(2)  of  the Securities Act of 1933, as amended (the "Securities
Act"), in a private offering to a single investor.

8.   Capital Stock

Convertible Preferred Stock:  Each share of convertible preferred
stock is convertible, at the option of the holder, into one share
of common stock at any time.

Stock  Option:  The Company's  1993 Incentive Stock  Option  Plan
(Option  Plan)  authorizes the grant of options to directors  and
management  personnel for up to 509,000 shares of  the  Company's
Common  Stock.  The option price of each incentive  stock  option
granted may not be less than the fair market value of the  Common
Stock  at  date  of  grant. Additionally, the Company  may  award
nonqualified stock options under the Option Plan at  an  exercise
price  of not less than the fair market value of the Common Stock
at  the date of grant. All options granted have 10-year terms and
vest  and  become  exercisable in four equal annual  installments
beginning one year after the grant date.

The  following  table summarizes options outstanding  for  fiscal
2000 and fiscal 1999.

[CAPTION]
<TABLE>
                                                     2000                          1999
                                                             Weighted                       Weighted
                                               Shares         Average         Shares         Average
                                                             Exercise                       Exercise
                                                              Price                          Price

<S>                                          <C>                <C>         <C>               <C>
Outstanding at beginning of year               402,700          $1.26        444,200          $1.33
Granted                                        162,000          $1.02         43,500          $0.67
Forfeited                                    (189,625)          $1.25       (85,000)          $1.34
Exercised                                     (11,875)          $1.00              0              -
Outstanding at end of year                     363,200          $1.17        402,700          $1.26
Exercisable at end of year                     187,950                       311,800
Exercise price                                           $0.41- $1.94                 $0.72 - $1.94
</TABLE>

The  weighted average remaining contractual life of  the  options
outstanding  at  July 2, 2000 is 6.8 years. The weighted  average
fair  value of options granted during fiscal 2000 and fiscal 1999
were $1.08 and  $0.59 per share, respectively.

Pro forma information regarding net income and earnings per share
is  required  by FASB Statement 123, Accounting for  Stock  Based
Compensation,  which  also  requires  that  the  information   be
determined as if the Company has accounted for its employee stock
options  under  the fair value method. The fair  value  of  these
options  was estimated at the date of grant using a Black-Scholes
option   pricing   model  with  the  following   weighted-average
assumptions   for   fiscal  2000  and  the  fiscal   year   1999,
respectively: weighted average risk-free interest rates of  6.34%
and  6.06%;  no  dividends; volatility factors  of  the  expected
market price of the Company's  common stock of .74 and .60; and a
weighted-average expected life of the options of 5 years.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions  and  are fully transferable.  In  addition,  option
valuation   models   require  the  input  of  highly   subjective
assumptions   including  the  expected  stock  price  volatility.
Because    the    Company's    employee   stock   options    have
characteristics  significantly different  from  those  of  traded
options,  and because changes in the subjective input assumptions
can  materially  affect the fair value estimate, in  management's
opinion,  the  existing  models  do  not  necessarily  provide  a
reliable  single measure of the fair value of its employee  stock
options.

For  purposes of pro forma disclosures, the estimated fair  value
of  the options is amortized to expense over the options' vesting
period.   The  Company's   pro  forma  information  follows   (in
thousands except for earnings per share information).

                                                  2000           1999

Pro forma net loss                            $(1,099,000)   $(3,397,000)
Pro forma loss per share - basic and diluted       $ (.42)       $ (1.28)

9.   Per Share Amounts

Basic  loss  per share amounts are based on the weighted  average
number  of shares of common stock outstanding. Diluted per  share
amounts give effect to securities (stock options) outstanding, if
any.  Stock options were anti-dilutive in fiscal 2000 and  fiscal
1999.

10.  Franchise Operations

In  addition  to its company-owned restaurants, the  Company  had
five  franchised restaurants in operation at the  end  of  fiscal
2000.  During fiscal 2000 two franchised restaurants  opened  and
one   franchised  restaurant  closed.  During  fiscal   1999   no
franchised restaurant opened and one closed.


11.  Defined Contribution Plan

The Company sponsors a defined contribution savings plan which is
available to substantially all employees. Eligible employees  may
contribute   up  to  20%  of  their  compensation.  The   Company
contributes  an  additional amount to the plan equal  to  15%  of
employee   contributions  up  to  5%  of  compensation.   Company
contributions  were $13,086 and $13,465 in fiscal year  2000  and
fiscal year 1999, respectively.

12.  Contingencies

On  April  11,  1990,  a franchisee filed  a  complaint  in  24th
District Court, State of Louisiana, Parish of Jefferson, Case No.
397856-5 against the Company and certain of its officers alleging
breach  of  contract and misrepresentation and seeks  damages  in
excess  of  $1.6  million.  There has been no  activity  in  this
litigation for more than ten years except for a discovery request
filed  in  January  1996,  which  avoided  a  dismissal  of   the
litigation for non-prosecution.  The Company believes the  claims
are without merit and the likelihood of a loss is remote.

Ronnie Natal Contractors, Inc. versus Cucos, Inc., Civil Action
No.  95-17928, Section "L", Civil District Court for the Parish
of Orleans, State of Louisiana. In this action, Ronnie Natal
Contractors, Inc. ("Natal") and Current Electric, Inc. seek to
recover on what is allegedly due and owing in connection with the
build out of a Cucos Restaurant in New Orleans, Louisiana.  Natal
alleges it is owed $64,935.00; Current Electric claims to be owed
$3,408.00.  Cucos, Inc. does not deny that Natal and Current
provided some service in connection with the restaurant build
out, although Cucos does have questions with the accuracy of the
amount claimed.  Rather, the principal issue in this litigation
is whether any amount is owed by Cucos, Inc.  The restaurant at
issue was not owned by Cucos, Inc. but rather was a franchise
restaurant owned by LBG, Inc. a closely held corporation
controlled by former members of management of Cucos.

Significantly, the amount claimed by Natal and Current Electric
does not represent all amounts billed by them in connection with
the restaurant build out.  In fact, tenant build out funds were
advanced by the lessor, and these funds were used in part to
satisfy Current Electric and Natal's claims.  However, as LBG
defaulted on its lease, the lessor refused to advance further
tenant build out leaving the balance that is allegedly due.
Natal and Current claim that they were under the misapprehension
that the work they were providing was for Cucos, Inc. as opposed
to LBG citing the fact that persons at Cucos involved with
franchisee relations had direct dealings with both Natal and
Current.

Cucos has filed a third party demand against LBG.  LBG has failed
to answer timely, and Cucos is in the process of securing a
default.  A non jury trial of this matter is scheduled for
January 9, 2001.

Discovery is not complete in this matter and it is not possible
at this time to estimate the company's ultimate liability, if
any.  Counsel has been instructed to defend this matter
vigorously, and counsel has not been provided with settlement
authority.

The  Company has various other lawsuits arising from  its  normal
operations  for which the Company carries appropriate  levels  of
insurance.  It is the opinion of management that the  outcome  of
these  matters  will not have a material adverse  effect  on  the
Company's  financial position or results of operations.



                 Report of Independent Auditors

The Board of Directors and Shareholders
Cucos Inc.

We  have audited the accompanying balance sheet of Cucos Inc.  as
of  July  2,  2000,  and  the related statements  of  operations,
shareholders' equity, and cash flows for each of the two years in
the period ended July 2, 2000. These financial statements are the
responsibility  of the Company's  management.  Our responsibility
is  to express an opinion on these financial statements based  on
our audits.

We  conducted  our  audits in accordance with auditing  standards
generally accepted in the United States. 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  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Cucos Inc. at July 2, 2000, and the results of its operations
and  its cash flows for each of the two years in the period ended
July  2, 2000, in conformity with accounting principles generally
accepted in the United States.

As  discussed in Note 1 to the financial statements, the  Company
is  in  default  on  debt  totaling  $3,105,000.   This  default,
combined with the Company's recurring losses from operations  and
net  capital deficiency raise substantial doubt about its ability
to  continue as a going concern.  Management's plans as to  these
matters  are also described in Note 1.  The financial  statements
do not include any adjustments that might result from the outcome
of these uncertainties.

                              Ernst & Young LLP


New Orleans, Louisiana
September 6, 2000, except
for the third paragraph of
Note  3,  as to which the
date is September 29, 2000.



Item 8.   Changes  in  and   Disagreements  with  Accountants  on
          Accounting and Financial Disclosure.

          None.



                            PART III

Item 9.   Directors,  Executive Officers, Promoters  and  Control
          Persons;  Compliance with Section 16(a) of the Exchange
          Act of the Company.

           Reference  is  made to the information concerning  the
directors  of  the  Company and the nominees for  re-election  as
directors appearing under the caption "Election of Directors"  in
the  2000  Proxy  Statement.   Such information  is  incorporated
herein by reference to the Company's  2000 Proxy Statement to  be
filed  with  the Securities and Exchange Commission  in  October,
2000.

           Reference  is  made to the information concerning  the
executive officers of the Company who are not directors appearing
under the caption "Executive Officers of the Company" in the 2000
Proxy  Statement.   Such  information is incorporated  herein  by
reference to the Company's  2000 Proxy Statement to be filed with
the Securities and Exchange Commission in October, 2000.

            Reference  is  made  to  the  information  concerning
compliance with Section 16(a) of the Exchange Act appearing under
the   caption  "Section  16(a),  Beneficial  Ownership  Reporting
Compliance"  in  the 2000 Proxy Statement.  Such  information  is
incorporated  herein  by reference to the Company's   2000  Proxy
Statement to be filed with the Securities and Exchange Commission
in October, 2000.

Item 10.    Executive Compensation.

            Reference  is  made  to  the  information  concerning
remuneration of directors and executive officers of  the  Company
appearing  under  the  captions "Additional Information-Executive
Compensation," "Additional Information-Stock Option Grants During
Fiscal  2000,"  "Additional Information-Aggregated  Stock  Option
Exercises  and Fiscal Year-Ended Option Values," and  "Additional
Information-Compensation  of  Directors,"  in  the   2000   Proxy
Statement.  Such information is incorporated herein by  reference
to  the  Company's   2000 Proxy Statement to be  filed  with  the
Securities and Exchange Commission in October, 2000.

Item  11.   Security Ownership of Certain Beneficial  Owners  and
            Management.

            Reference  is  made  to  the  information  concerning
beneficial ownership of the Company's  Common Stock, which is the
only  class of the Company's  voting securities, appearing  under
the  captions "Beneficial Ownership" and "Election of  Directors"
in  the  2000  Proxy Statement.  Such information is incorporated
herein by reference to the Company's  2000 Proxy Statement to  be
filed  with  the Securities and Exchange Commission  in  October,
2000.

Item 12.   Certain Relationships and Related Transactions.

           Reference is made to the information regarding certain
relationships  and  transactions  between  the  Company  and  its
directors, nominees for re-election as directors of the  Company,
its  executive officers, beneficial owners of 5% or more  of  its
Common Stock and any member of the immediate family of any of the
foregoing   persons,  appearing  under  the  caption  "Additional
Information-Certain  Relationships and Related  Transactions"  in
the  2000  Proxy  Statement.   Such information  is  incorporated
herein by reference to the Company's 2000 Proxy Statement  to  be
filed  with  the Securities and Exchange Commission  in  October,
2000.

Item 13.    Exhibits and Reports on Form 8-K.

      (a)   The  following exhibits are filed  with  this  Annual
Report or are incorporated herein by reference:

Exhibit                              Title
Number
 1 2        -  Joint Agreement of Merger, dated February 23,
               1983, of Cu-Co's of Biloxi, Inc.

 1 3-A      -  Copy of Articles of Incorporation of the Company.

 1 3-A-1    -  Copy of Amendment to Articles of Incorporation of
               the Company.

 1 3-A-2    -  Copy of Amendment to Articles of Incorporation of
               the Company.

 1 3-A-3    -  Copy of Amendment to Articles of Incorporation of
               the Company.

 1 3-B      -  Copy of By-Laws of the Company.

 2 3-B-1    -  Copy of Amendment to By-Laws of Company.

 9 3-B-2    -  Amended and Restated By-Laws of the Company.

 3 4-A      -  Rights Agreement, dated as of February 5, 1990,
               between the Company and Commercial National Bank
               in Shreveport.

 3 4-B      -  Letter, dated February 26, 1991, from Whitney
               National Bank to the Company confirming the
               change of Rights Agent from Commercial National
               Bank in Shreveport to Whitney National Bank.

 3 4-C      -  Assignment of Rights Agreement, dated August 30,
               1993, among Whitney National Bank, Boatmen's
               National Bank and the Company with respect to the
               change of Rights Agent from Whitney National Bank
               to Boatmen's National Bank.

 11 4-D     -  Copy of Mortgage and Security Agreement dated
               April 25, 1994, with First National Bank of
               Commerce for $450,000.

 11 4-E     -  Copy of Promissory Note dated October 27, 1994,
               with First National Bank of Commerce for
               $200,000.

 11 4-F     -  Copy of Promissory Note dated October 27, 1994,
               with First National Bank of Commerce for
               $250,000.

 11 4-G     -  Copy of Promissory Note dated October 27, 1994,
               with First National Bank of Commerce for
               $500,000.

 10 4-H     -  Note Purchase Agreement dated July 28, 1995 (with
               Exhibits).

 10 4-I     -  Amendment No. 1 to Rights Agreement dated March
               12, 1991.

 12 4-J     -  Assignment of Rights Agreement dated June 2,
               1997, among Boatman's National Bank, ChaseMellon
               Shareholder Services, L.L.C. and the Company with
               respect to the change of Rights Agent to
               ChaseMellon Shareholder Services, L.L.C.

 13 4-K     -  Assignment of Rights Agreement dated September
               21, 1998, among ChaseMellon shareholder Services,
               L.L.C., Registrar and Transfer Company and the
               Company with respect to the change of Rights
               Agent to Registrar and Transfer Company.

 1 10-A     -  Copy of Company's  1983 Stock Option Plan.

 1 10-B     -  Copy of letter agreement between the Company and
               certain stockholders of the Company relating to
               piggyback registration rights.

 4 10-C     -  Amendment No. 1 to 1983 Stock Option Plan of
               Cucos Inc.

 5 10-D     -  Amendment No. 2 to 1983 Stock Option Plan of
               Cucos Inc.

 5 10-E     -  Amendment No. 3 to 1983 Stock Option Plan of
               Cucos Inc.

 6 10-F     -  Amendment No. 4 to 1983 Stock Option Plan of
               Cucos Inc.

 7 10-G     -  Amendment No. 5 to 1983 Stock Option Plan of
               Cucos Inc.

 5 10-H     -  Form of Incentive Stock Option Agreement for 1983
               Stock Option Plan.

 5 10-I     -  Form of Non-Qualified (Employee) Stock Option
               Agreement for 1983 Stock Option Plan.

 5 10-J     -  Form of Non-Qualified (Director) Stock Option
               Agreement for 1983 Stock Option Plan.

 8 10-K     -  Description of Company's  Bonus Plan.

 9 10-L     -  Copy of Company's  1993 Stock Option Plan as
               amended.

 9 10-M        Form of Non-Qualified Stock Option Agreement for
               1993 Stock Option Plan

 9 10-N        Form of Incentive Stock Option Agreement for 1993
               Stock Option Plan

               Line of Credit Agreement between the Company and
14 10          Jacksonville Restaurant Acquisition Corp.

    23      -  Consent of Independent Auditors

    27      -  Financial Data Schedule
________________________________

1    Filed as an exhibit to the Company's  Registration Statement
     on Form S-18 (Commission File No. 2-87372A) and incorporated
     herein by reference.

2    Filed  as an exhibit to Form 10-K for the fiscal year  ended
     July  1, 1984 (Commission File No. 0-12701) and incorporated
     herein by reference.

3    Filed  as  an  exhibit to Form 8-K dated February  23,  1991
     (Commission  File No. 0-12701), as amended by Form  8  dated
     March 12, 1991, and incorporated herein by reference.

4    Filed as an exhibit to the Company's  Registration Statement
     on  Form S-8 (Commission File No. 33-03953) and incorporated
     herein by reference.

5    Filed as an exhibit to the Company's  Registration Statement
     on  Form S-8 (Commission File No. 33-15785) and incorporated
     herein by reference.

6    Filed as an exhibit to the Company's  Registration Statement
     on  Form S-8 (Commission File No. 33-26941) and incorporated
     herein by reference.

7    Filed  as an exhibit to Form 10-K for the fiscal year  ended
     June 28, 1992 (Commission File No. 0-12701) and incorporated
     herein by reference.

8    Filed  as an exhibit to Form 10-K for the fiscal year  ended
     June 28, 1987 (Commission File No. 0-12701) and incorporated
     herein by reference.

9    Filed as an exhibit to Form 10-KSB for the fiscal year ended
     July  3, 1994 (Commission File No. 0-12701) and incorporated
     herein by reference.

10   Filed  as  an  exhibit  to Form 8-K filed  August  11,  1995
     (Commission  File  No. 0-12701) and incorporated  herein  by
     reference.

11   Filed as an exhibit to Form 10-KSB for the fiscal year ended
     July  2, 1995 (Commission File No. 0-12701) and incorporated
     herein by reference.

12   Filed  as  an exhibit to Form 8-A dated September 11,  1998,
     and incorporated herein by reference.

13   Filed as an exhibit to Form 10-KSB dated September 29, 1998.

14   Filed as an exhibit to Form 10-KSB dated October 2, 2000.

           The  Company is a party to various agreements defining
the  rights of holders of long-term debt of the Company,  but  no
single agreement authorizes securities in an amount which exceeds
10%  of  the  total  assets  of the Company.   Accordingly,  such
agreements  are omitted as exhibits as permitted by  Item  601(b)
(4) (ii) of Regulation S-B.

      (b)   No  reports on Form 8-K were filed during the  fourth
quarter of fiscal 2000.

                   QUALIFICATION BY REFERENCE

           Information contained in this Annual Report as to  the
contents  of  any  contract  or other  document  referred  to  or
evidencing a transaction referred to is necessarily not complete,
and  in  each  instance reference is made to  the  copy  of  such
contract  or  other document filed as an exhibit to  this  Annual
Report  or incorporated herein by reference, all such information
being    qualified   in   its   entirety   by   such   reference.


SIGNATURE



            In  accordance  with  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Company caused this  report
to  be  signed  on its behalf by the undersigned, thereunto  duly
authorized.


                                CUCOS INC.


Date:  October 2, 2000          By:  /s/ James W. Osborn
                                James W. Osborn
                                Chairman of the Board and
                                Chief Executive Officer

          In accordance with the Securities Exchange Act of 1934,
this report has been signed below by the following persons on
behalf of the Company and in the capacities indicated as of
October 2, 2000.



/s/ Elias Daher                              /s/ Thomas L. McCormick
Elias Daher, Vice President of Operations    Thomas L. McCormick,
and Director                                 Director and Secretary



/s/ Lee W. Randall                           /s/ Calvin O. Cox
Lee W. Randall, Director                     Calvin O. Cox, Director



/s/ Dennis A. Grinn                          /s/ William F. Saculla
Dennis A. Grinn, Director                    William F. Saculla, Director



/s/ James W. Osborn.
James W. Osborn., President, Chairman
of the Board of Directors and
Chief Executive Officer


                          EXHIBIT INDEX

Exhibit                             Title
Number
 (1)  2     -  Joint Agreement of Merger, dated February 23,
               1983, of Cu-Co's of Biloxi, Inc.

 (1)  3-A   -  Copy of Articles of Incorporation of the
               Company.

 (1)  3-A-1 -  Copy of Amendment to Articles of Incorporation
               of the Company.

 (1)  3-A-2 -  Copy of Amendment to Articles of Incorporation
               of the Company.

 (1)  3-A-3 -  Copy of Amendment to Articles of Incorporation
               of the Company.

 (1)  3-B   -  Copy of By-Laws of the Company.

 (2)  3-B-1 -  Copy of Amendment to By-Laws of Company.

 (9)  3-B-2 -  Amended and Restated By-Laws of the Company.

 (3)  4-A   -  Rights Agreement, dated as of February 5, 1990,
               between the Company and Commercial National Bank
               in Shreveport.

 (3)  4-B   -  Letter, dated February 26, 1991, from Whitney
               National Bank to the Company confirming the
               change of Rights Agent from Commercial National
               Bank in Shreveport to Whitney National Bank.

 (3)  4-C   -  Assignment of Rights Agreement, dated August 30,
               1993, among Whitney National Bank, Boatmen's
               National Bank and the Company with respect to
               the change of Rights Agent from Whitney National
               Bank to Boatmen's National Bank.

 (11)  4-D  -  Copy of Mortgage and Security Agreement dated
               April 25, 1994, with First National Bank of
               Commerce for $450,000.

 (11)  4-E  -  Copy of Promissory Note dated October 27, 1994,
               with First National Bank of Commerce for
               $200,000.

 (11)  4-F  -  Copy of Promissory Note dated October 27, 1994,
               with First National Bank of Commerce for
               $250,000.

 (11)  4-G  -  Copy of Promissory Note dated October 27, 1994,
               with First National Bank of Commerce for
               $500,000.

 (10)  4-H  -  Note Purchase Agreement dated July 28, 1995
               (with Exhibits).

 (10)  4-I  -  Amendment No. 1 to Rights Agreement dated March
               12, 1991.

 (12)  4-J  -  Assignment of Rights Agreement dated June 2,
               1998, among Boatman's National Bank, ChaseMellon
               Shareholder Services, L.L.C. and the Company
               with respect to the change of Rights Agent to
               ChaseMellon Shareholders Services, L.L.C.

               Assignment of Rights Agreement dated September
(13) 4-K    -  21, 1998, among ChaseMellon shareholder
               Services, L.L.C., Registrar and Transfer Company
               and the Company with respect to the change of
               Rights Agent to Registrar and Transfer Company.

 (1)  10-A  -  Copy of Company's  1983 Stock Option Plan.

 (1)  10-B  -  Copy of letter agreement between the Company and
               certain stockholders of the Company relating to
               piggyback registration rights.

 (4)  10-C  -  Amendment No. 1 to 1983 Stock Option Plan of
               Cucos Inc.

 (5)  10-D  -  Amendment No. 2 to 1983 Stock Option Plan of
               Cucos Inc.

 (5)  10-E  -  Amendment No. 3 to 1983 Stock Option Plan of
               Cucos Inc.

 (6)  10-F  -  Amendment No. 4 to 1983 Stock Option Plan of
               Cucos Inc.

 (7)  10-G  -  Amendment No. 5 to 1983 Stock Option Plan of
               Cucos Inc.

 (5)  10-H  -  Form of Incentive Stock Option Agreement for
               1983 Stock Option Plan.

 (5)  10-I  -  Form of Non-Qualified (Employee) Stock Option
               Agreement for 1983 Stock Option Plan.

 (5)  10-J  -  Form of Non-Qualified (Director) Stock Option
               Agreement for 1983 Stock Option Plan.

 (8)  10-K  -  Description of Company's  Bonus Plan.

 (9)  10-L  -  Copy of Company's  1993 Stock Option Plan as
               amended.

 (9)  10-M     Form of Non-Qualified Stock Option Agreement for
               1993 Stock Option Plan

 (9)  10-N     Form of Incentive Stock Option Agreement for
               1993 Stock Option Plan

 (14)  10      Line of Credit Agreement between the Company and
               Jacksonville Restaurant Acquisition Corp

    23      -  Consent of Independent Auditors

    27      -  Financial Data Schedule

________________________________

(1)  Filed as an exhibit to the Company's  Registration Statement
     on Form S-18 (Commission File No. 2-87372A) and incorporated
     herein by reference.

(2)  Filed  as an exhibit to Form 10-K for the fiscal year  ended
     July  1, 1984 (Commission File No. 0-12701) and incorporated
     herein by reference.

(3)  Filed  as  an  exhibit to Form 8-K dated February  23,  1990
     (Commission  File No. 0-12701), as amended by Form  8  dated
     March 12, 1991, and incorporated herein by reference.

(4)  Filed as an exhibit to the Company's  Registration Statement
     on  Form S-8 (Commission File No. 33-03953) and incorporated
     herein by reference.

(5)  Filed as an exhibit to the Company's  Registration Statement
     on  Form S-8 (Commission File No. 33-15785) and incorporated
     herein by reference.

(6)  Filed as an exhibit to the Company's  Registration Statement
     on  Form S-8 (Commission File No. 33-26941) and incorporated
     herein by reference.

(7)  Filed  as an exhibit to Form 10-K for the fiscal year  ended
     June 28, 1992 (Commission File No. 0-12701) and incorporated
     herein by reference.

(8)  Filed  as an exhibit to Form 10-K for the fiscal year  ended
     June 28, 1987 (Commission File No. 0-12701) and incorporated
     herein by reference.

(9)  Filed as an exhibit to Form 10-KSB for the fiscal year ended
     July  3, 1994 (Commission File No. 0-12701) and incorporated
     herein by reference.

(10) Filed  as  an  exhibit  to Form 8-K filed  August  11,  1995
     (Commission  File  No. 0-12701) and incorporated  herein  by
     reference.

(11) Filed as an exhibit to Form 10-KSB for the fiscal year ended
     July  2, 1995 (Commission File No. 0-12701) and incorporated
     herein by reference.

(12) Filed  as  an exhibit to Form 8-A dated September 11,  1998,
     and incorporated herein by reference.

(13) Filed as an Exhibit to Form 10-KSB dated September 29, 1998.

(14) Filed as an exhibit to Form 10-KSB dated October 2, 2000.