October 21, 1999



VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

RE:  Cucos Inc. - Commission File No. 0-12701

Gentlemen:

On behalf of Cucos Inc. (the "Company"), there follows herewith
for filing the Company's Annual Report on Form 10-KSB/A  for the
fiscal year ended June 27, 1999, with exhibits.

Very truly yours,

CUCOS INC.


Vincent J. Liuzza, Jr.
Chairman


                                Part I, Item 1 - Business; Part
                                I, Item 3 - Legal Proceedings;
                                Part II, Item 6 - Management's
                                Discussion and Analysis or Plan
                                of Operation; and Part II, Item
                                7 - Financial Statements were
                                the subject of a filing under
                                Rule 12b-25 on September 27,
                                1999.


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-KSB
       (Mark
       One)

        /X/     Annual Report under Section 13 or 15(d) of theSecurities
                 Exchange Act of 1934 (Fee Required) for the fiscal year
                                   ended June 27, 1999

       /  /      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 incorporation or          (I.R.S. Employer
                   organization)                           Identification No.)

      110 Veterans Blvd., Suite 222, Metairie,            70005
                      Louisiana
      (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:  $20,120,000

      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 Registrant as of October 11,  1999:
approximately $1,823,064.37.

     Number of shares outstanding of each of the Issuer's Classes
of  common  stock as of October 11, 1999: 2,651,730  shares  of
Common Stock, no par value.

              Documents Incorporated By Reference.

      Portions  of  the definitive Proxy Statement for  the  1999
Annual  Meeting of Shareholders (the "1999 Proxy Statement")  are
incorporated by reference into Part III.

                          INTRODUCTORY

      Definitions.  Except where the context indicated otherwise,
the  following terms have the following respective meanings  when
used  in  this Annual Report:  the "Registrant" means Cucos  Inc.
and  the  "Fiscal Year" means the 52 weeks ended June  27,  1999,
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 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 October 11,
1999.   In  computing  the aggregate  market  value  of  the
Registrant'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  Registrant;  any person owning  more  than  10%  of  the
Registrant's  Common Stock.


                             PART I

Item 1.        Business

           The  Registrant, which was organized in March 1981  by
Vincent J. Liuzza, Jr., Chairman of the Board and Chief Executive
Officer  of  the  Registrant, and other  members  of  the  Liuzza
family,  operates and franchises full-service restaurants serving
moderately  priced  Sonoran and Tex-Mex  Mexican  appetizers  and
entrees  and complementary alcoholic beverages.  The first  Cucos
restaurant opened in a suburb of New Orleans (Metairie)  in  June
1981.   At fiscal year end on June 27, 1999, 18 restaurants  were
operating  under  the Cucos name, 14 of which were owned  by  the
Registrant  and  4 by franchisees.  During 1999,  one  franchised
restaurant  was  closed  and  one  company-owned  restaurant  was
closed.  There were twenty total restaurants in operation at  the
end of fiscal 1998.  In July, 1999, the Company sold a restaurant
in  Birmingham,  Alabama,  to  a  former  employee  to  become  a
franchisee.

REGISTRANT-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 four years in a row.   Cucos
was  also  voted  Best Mexican Restaurant in New Orleans  by  the
readers of New Orleans Magazine.

          The restaurants are decorated with Mexican antiques and
furniture,  terra-cotta  tile  and hand  painted  large  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 77% of revenues
at  the  fifteen Registrant-owned restaurants operated in  fiscal
1999,   with   alcoholic   and   other   beverages   representing
approximately 20% of revenues.  Special luncheon items  range  in
price  from  $4.85  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  1999  was
$10.42 and the average dining time per table was approximately 45
minutes.

           As a result of the continuing decline in guest counts,
in fiscal 1998 the Registrant undertook a comprehensive review of
its operations.  It was decided that the intense emphasis on cost
reductions  of  the  previous three years had impacted  the  food
presentation and the guest experiences resulting in a decline  in
guest satisfaction.  As a result, it was determined that a change
in  philosophy to focus on customer satisfaction was needed.  The
Company's   President and Chief Operating Officer  was  replaced,
and  a  new Executive Vice President, Daniel L. Earles, was hired
and   placed   in   charge   of   operations,   and   supervisory
responsibilities were restructured.  His experience  was  with  a
leading  national restaurant concept that placed a high  emphasis
on  customer  satisfaction and food presentation.   Consequently,
beginning in late fiscal year 1998, the Registrant began  several
new programs which were implemented during fiscal year 1999.  The
keystone  of  these programs is to place more responsibility  for
restaurant  operations with the restaurant  general  managers  by
implementing  the  "GM  Empowerment Program".   This  change  was
intended to accelerate the growth, development, and effectiveness
of  the  restaurant managers, and to enable them to require  less
supervision.  One program was to restore the use of  garnishments
and to improve the presentation of the food.  Another program was
to implement the use of new uniforms and redesigned menus.  Also,
the  Registrant added a full time key employee to each restaurant
to  assume certain duties of the manager to enable him  to  focus
more directly on guest satisfaction during meal periods.  A price
increase was instituted, and a new seasonal menu was added.  This
was  the  first  general  price increase  in  over  three  years.
Finally,  a  new advertising campaign was developed to  emphasize
the concept that the Registrant provides the "Best Mex."  All  of
these  changes  were  intended to re-establish  the  Registrant's
image and make the restaurants more competitive.  In fiscal 1999,
the  costs of these programs was approximately $400,000.  Despite
their  cost,  management  believes these  actions  have  improved
operating results and cash flows, beginning in late fiscal  1999.
There  can be no assurances that management's  programs  will  be
effective in fiscal 2000.

          Restaurant Management and Supervision.  Each restaurant
is   operated  utilizing  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
Registrants   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  Registrant's
restaurant  general 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 Registrant requires candidates for general manager
to  undergo  a thorough training program designed to  familiarize
them  with  all  aspects  of  the  Registrant's   operations.   A
candidate  serves  as  an  assistant manager  before  becoming  a
general  manager.   Persons  selected  for  training  as  general
managers normally have several years of food service experience.

           Expansion Program.  The Company currently has no plans
for  expansion,  but may consider new locations  as  they  become
available    and   if   appropriate   financing   is   available.
Management's current focus is on improving profits from  existing
operations.

            Purchasing.   Management  believes  that  centralized
purchasing  is  advantageous to the Registrant  in  that  it  has
allowed it to take advantage of certain volume discounts.   Fresh
produce, beverages and certain other items are purchased by  each
Registrant-owned   restaurant  from   local   wholesalers.    The
Registrant 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  Registrant  carries  fire  and
casualty  insurance  on  its  Registrant-owned  restaurants   and
liability insurance in amounts which management feels is adequate
for its operations.

           Marketing.   The  Registrant advertises  primarily  by
television  advertising.   Its  advertising  promotes  the   name
"Cucos"  and emphasizes quality dining serving tasty  food  in  a
festive  atmosphere at moderate prices.  Periodically, print  and
radio advertising are also used.

FRANCHISED RESTAURANTS

           At  the  present time, the Registrant is not  actively
seeking  franchisees, but should the opportunity arise, it  would
offer a franchise on a very selective basis.

           Generally  franchisees  are required  to  pay  to  the
Registrant  under the license agreement a continuing royalty  fee
equal  to  4% of gross revenues generated 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 generated at the restaurant.

EMPLOYEES

           At  June  27,  1999, the Registrant-owned  restaurants
employed  approximately 692 part-time and full-time  persons,  of
which  47 were managers and assistant managers, all of whom  were
full-time.   In  addition,  15  persons  were  employed  at   the
Registrant's   executive  office.  The  Registrant  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
Registrant's   employees are represented by a labor  union.   The
Registrant  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 Registrant 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  Registrant competes with several national  chains
including  El  Chico, Rio Bravo, Don Pablo's, El Patio,  Chili's,
Applebees, Olive Garden, and LaFiesta, as well as, several  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
Registrant's   smaller markets.  These expansions have  adversely
impacted  the Registrant'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  Registrant.   In  addition,  gaming
operations  often offer food at discounted or below  cost  prices
which provide an additional level of indirect competition in  the
Registrant's  Louisiana and Mississippi markets.

GOVERNMENT REGULATION

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

           Each  of  the Registrant'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  Registrant expects that liquor sales  and  video
poker  revenues  will account for a significant  portion  of  the
Registrant's   revenues.   During 1999, liquor  sales  and  video
poker  revenues  accounted  for  approximately  14.4%  and  3.1%,
respectively,  of food and beverage revenues.   The  loss  of  an
existing  liquor  license or video poker license would  adversely
affect the Registrant's  operations at that restaurant.

           During  fiscal 1996, the State of Louisiana  passed  a
local  option ordinance on all forms of gambling including  video
poker.  In November 1996, all parishes in the state voted whether
to  retain  video poker and other forms of gambling.   Voters  in
five parishes in which the Registrant operates voted to end video
poker  and  other forms of gambling.  The ban on video  poker  at
these  locations was put into effect on June 30, 1999.  In fiscal
1999, the Registrant recorded video poker revenues of $350,000 at
these locations.

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

MISCELLANEOUS

           Customers.   No  material  part  of  the  Registrant'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 Registrant.  No single customer  accounts
for as much as 10% of the Registrant's  total revenues.

          Seasonality.  The Registrant'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
Registrant   is   the  owner  of  United  States   Service   Mark
Registrations  Nos. 1,509,612, dated October 18,  1988,  for  the
mark CUCOS and Design; 1,733,801 dated November 17, 1992, for the
mark  CUCOS BORDER CAFE and DESIGN; and 1,941,214, dated December
12,  1995,  for  the  mark  CUCOS MEXICAN  CAFE  &  DESIGN.   The
Registrant   is  also  the  owner  of  United  States   Trademark
Registrations 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 Registrant 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  which 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 Registrant in interstate
commerce  for  the specified services or goods.   The  Registrant
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 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,  Registrant
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.

          The following table summarizes certain information
concerning Registrant-operated restaurants located in facilities
that are leased from others as of August 19, 1999.

                                                                       Lease
                                        Size       Dining    Lease    Option(s)
Location             Opened/Acquired  (Sq. Ft.)   Capacity   Expires   Through
New Orleans -
 Metairie            June 1981          5138        136       2007       2027
Biloxi, MS           April 1982         5600        159       2002       2032
New Orleans -
 Westbank            September 1983     4800        147       2001       2010
Monroe, LA           June 1984          4476        146       2004       2019
Slidell, LA          November 1984      5300        139       2008       2018
Alexandria, LA       March 1985         5125        143       2001       2015
New Orleans -
 Uptown              November 1985      4539        120       2000       2015
Pascagoula, MS       December 1989      5160        130       2011       2021
Hammond, LA          July 1990          6062        130       2001       None
Birmingham, AL       March 1992         4560        150       2006       2012
Houma, LA            September 1992     6000        148       2007       2017
Montgomery, AL       February 1993      5100        170       2002       2012
Ruston, LA           February 1996      5476        162       2003       2026

          The New Orleans-Westbank location, the Slidell location
and  the  Montgomery,  Alabama, location 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 Registrant  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  addition  to the leases above, the Registrant  has
leases  on two restaurant properties that are no longer  used  in
its  operations.   The properties have been  subleased  to  other
companies.

     Location             Lease Expires      Sublease Expires
     Macon, GA                2011                 2011
     Columbus, GA             2004                 2004

Item 3.        Legal Proceedings.

           On  November  23, 1998, the Company  filed  a  lawsuit
against  Elie V. Khoury, a Cucos' franchisee and former  employee
and officer of the Company, to enforce non-competition agreements
and  other agreements involving a prohibition against the  hiring
of  Company employees.  The petition, entitled, "Cucos, Inc.  Vs.
Elie V. Khoury", being Civil Action No. 532-296 on the docket  of
the  24th  Judicial District court for the Parish  of  Jefferson,
State  of  Louisiana, sought a permanent injunction  and  damages
from  the defendant.  On December 7, 1998, Khoury filed an Answer
and Reconventional Demand, alleging that because of the Company's
interference  with  his  "choice of vocation",  he  had  incurred
damages, injury and loss, as well as future damages, for which he
prayed for unspecified damages from the Company.  A Judgment  was
entered by the court on February 9, 1999, in favor of Khoury  and
against  the  Company, dismissing the Company's   claims  against
Khoury.   The  judgment  did not address Khoury's  Reconventional
Demand  for damages.  This matter is now on appeal to  the  Fifth
Circuit Court of Appeal, State of Louisiana, No. 99-CA-714.   The
Registrant  believes that the Reconventional  Demand  is  without
legal merit.

           A  contractor built a restaurant for a franchisee  and
affiliated company, L.B.G., Inc.  The contractor was not paid  by
L.B.G.,  Inc.  and  the contractor has sued  the  Registrant  for
$65,000.  The Registrant believes the claim against it is without
merit  and that it will prevail  in this matter.

           On  April  11,  1990, a franchisee filed  a  complaint
against  the  Registrant  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 eight years except  for  a  discovery
request filed in January 1997, which avoided a dismissal  of  the
litigation  for  non-prosecution.  The  Registrant  believes  the
claims are without merit and the likelihood of a loss is remote.

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

          No matters were submitted to a vote of the Registrant's
security   holders,  through  the  solicitation  of  proxies   or
otherwise, during the fourth quarter of the Fiscal Year.



                             PART II

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

                     Cucos Inc. - Stock Data

      The Registrant's  common stock which was formerly traded on
The NASDAQ Small-Cap Market under the symbol CUCO was delisted on
February  2,  1999.  The Registrant'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 1999 and fiscal 1998.

Fiscal 1998                     High Bid-Ask      Low Bid-Ask
1st Quarter ended 10/19/97     1 1/2 - 1 7/8     1 1/8 - 1 1/4
2nd Quarter ended 1/11/98      1 1/4 - 1 1/2     1 1/8 - 1/3/8
3rd Quarter ended 4/5/98           1 1/4         23/32 - 1/1/8
4th Quarter ended 6/28/98            1              3/4 - 1

Fiscal 1999                       High Ask          Low Bid
1st Quarter ended 10/18/98         1 3/16             3/4
2nd Quarter ended 1/10/99           7/8              5/16
3rd Quarter ended 4/4/99           1 1/16             3/8
4th Quarter ended 6/27/99           7/16              1/4

      On  September 23, 1999, the closing bid and ask prices  for
the Registrant's  common stock were 11/16 bid and 7/8 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 Registrant has paid no
cash  dividends and has no present intention of paying dividends,
but  rather  will  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,
1999:  930.  Market makers: Herzog, Heine, Geduld, Inc.,  Paragon
Capital Corp. and Morgan, Keegan & Company.

Item 6.     Management's Discussion and Analysis or Plan of
            Operation.

1999 Compared to 1998

      Sales  of Food and Beverages declined $1,042,000 (4.9%)  to
$20,120,000  from  $21,162,000.   This  decrease  in  sales   was
primarily  the  result of one fewer restaurant (Pensacola)  which
was sold in the Fourth Quarter of Fiscal Year 1998.  In addition,
the  Registrant closed the Meridian, Mississippi,  restaurant  in
the  Third  Quarter  of  Fiscal Year 1999.   Sales  of  Food  and
Beverages   at  restaurants  open  throughout  the  Current   and
Comparable Fiscal Years were virtually unchanged.

     Net Royalty and Franchise Revenues increased $16,000 (14.2%)
to $129,000 from $113,000.  Income from Royalties decreased 3.3%,
but  was offset by lower expenses associated with supervision  of
franchised  restaurants.   During the Current  Fiscal  Year,  the
franchised restaurant in Boynton Beach, Florida, was closed.

      Commissary  and Other Income decreased $51,000  (29.5%)  to
$122,000  from $173,000.  During the Comparable Fiscal Year,  the
restaurant  in  Pensacola, Florida, was sold at a $236,000  gain.
There was no comparable asset sold in the Current Fiscal Year.

       Restaurant  Cost  of  Sales  decreased  $23,000  (.4%)  to
$5,568,000  from $5,591,000.  The decrease was primarily  due  to
the  additional  restaurant (Pensacola) in the Comparable  Fiscal
Year.   This decrease, however, was offset by increases in prices
of produce, dairy, and cheese items.

      Restaurant Labor and Benefits increased $77,000  (1.1%)  to
$7,168,000  from  $7,091,000.  During the  Current  Fiscal  Year,
management  began  implementing its Guest Experience  Enhancement
Programs  designed to improve guest satisfaction.  These programs
significantly  increased Labor and Benefits for restaurants  open
throughout the Current and Comparable Fiscal Years.

      Other  Operating  Expenses  decreased  $200,000  (5.1%)  to
$3,754,000 from $3,954,000.  This decrease was primarily  due  to
one fewer restaurant (Pensacola) in the Current Fiscal Year.

      Occupancy costs decreased $79,000 (3.4%) to $2,245,000 from
$2,324,000.   The  decrease  resulted from  one  less  restaurant
(Pensacola)  and decreased rent overage, taxes, and  depreciation
and  amortization for comparable restaurants open throughout  the
Comparable Fiscal Years.

      Preopening  Expenses decreased $32,000 (36.8%)  to  $55,000
from  $87,000.   Amortization of costs for  Meridian  (opened  in
Fiscal  Year  1998) was completed in Fiscal Year  1999.   No  new
company-owned restaurant opened during Fiscal Year 1999.

      Operations Supervision Expenses decreased $164,000  (16.9%)
to $804,000 from $968,000.  The decline is primarily due to fewer
supervisory   personnel  and  decreased  costs  associated   with
recruiting   and   training  of  management  candidates.    These
decreases  were  offset  by additional  provisions  for  doubtful
accounts on franchised restaurants.

      Corporate  Expenses increased $152,000 (9.9%) to $1,685,000
from  $1,533,000.  These increases are primarily  the  result  of
approximately $78,000 in additional legal fees, a non-cash charge
of  approximately $61,000 for abandoned site selection  expenses,
and  a  marketing  charge of $103,000 primarily  associated  with
television commercial production.  These increases were offset by
a reduction of approximately $90,000 of other expenses.

      During  the  Current Fiscal Year, the Company adjusted  the
value  of  assets  on  impaired  property  located  in  Meridian,
Birmingham, Montgomery, Cutler Ridge, and Macon.  These  non-cash
impairment  charges were $1,926,000 compared to asset  impairment
charges of $178,000 in the Comparable Fiscal Year.  See Note 2 of
the Company's  financial statements for additional information.

      Interest  Expense declined $29,000 (5.6%) to $488,000  from
$517,000,  reflecting  the  full  effect  in  1999  of  the  debt
refinancing completed in fiscal 1998.

      Because  of  lower  than  expected revenues  and  earnings,
management increased the valuation allowance for deferred  income
tax  assets  resulting in an income tax expense  of  $107,000  in
Fiscal  Year 1998.  The Company recorded no income tax  provision
or benefit during 1999.

      During  Fiscal Year 1998, the Company entered into the  new
credit facility with a commercial lending institution referred to
below.   In connection with the refinancing, the Company incurred
prepayment  penalties  of  $162,000 which  were  reported  as  an
extraordinary  loss.   There  was no comparable  activity  during
fiscal 1999.

Liquidity and Capital Resources

      In  fiscal  1999  and fiscal 1998, despite  net  losses  of
$3,322,000 and $1,064,000, respectively, the Company's  operating
activities provided cash flow of $425,000 and $106,000, respectively.
Because  of its operating losses, beginning in fiscal year  1998,
management  undertook a comprehensive review of  its  operations,
and  implemented several new programs designed to  improve  guest
satisfaction and re-establish the Registrant's  image.    Despite
their  cost,  management  believes these  actions  have  improved
operating  results and cash flows beginning in late fiscal  1999.
Management projects these improvements will continue to  generate
cash  flow  from operating activities sufficient to allow  it  to
operate  and  meet its obligations.  However,  there  can  be  no
assurances that management's  programs will be effective in  2000
or that its projections will be accurate.

      During  fiscal 1999 and fiscal 1998, 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 provided by  operations
increased $319,000 from fiscal 1998 which primarily resulted from
the  Company's   ability  to extend its  trade  accounts  payable
terms,  offset  by  the  effects of increased  operating  losses.
There  can  be  no assurances that the Company will  be  able  to
continue  to  extend its trade payable terms, or to maintain  its
current extended terms with vendors, although the Company expects
to maintain these extended terms through fiscal 2000.

      Net  cash used by investing activities was $188,000 in 1999
compared  to  cash provided of $195,000 in 1998.  The  change  of
$383,000  resulted  primarily from  the  sale  of  the  Pensacola
property offset by higher purchases of property and equipment  in
1998.  The Company currently has no plans for expansion, but  may
consider   new  locations  as  they  become  available   and   if
appropriate  financing is available.  Presently, the Company  has
no  commitments  from  third parties  to  provide  financing  for
expansion.

      Net  cash used in financing activities was $348,000 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.

      In  1998,  the  Company entered into a credit  facility  of
$3,590,000  with a commercial lending institution.   This  credit
facility  consists  of  a  term loan to  be  repaid   in  monthly
payments over 10 years and is secured by the restaurant operating
properties.  The proceeds from this term loan were used to  repay
substantially  all of the existing long-term debt and  short-term
debt payable to banks.  In connection with this refinancing,  the
Company  incurred  a  charge to earnings of $162,000  related  to
prepayment penalties associated with the existing debt.   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 deferred payments  will
bear interest at 14.6%  until paid.  The  Company  may  negotiate
additional payment  deferrals in fiscal year 2000,  but there can
be no assurances  that  it  will  be  able to  obtain  additional
deferrals.

      Because  of the Company's  recurring losses from operations
and  its net capital deficiency, there is substantial doubt about
the  Company's   ability to continue as  a  going  concern.   The
Company has taken steps to refocus its operations, reverse  sales
declines  and  increase  restaurant profitability.   The  Company
believes  that  it  has developed a viable plan  to  address  the
Company's  operating results, and that this plan will enable  the
Company  to  meet its obligations through the end of fiscal  year
2000.   However, considering, among other things,  the  Company's
historical operating losses and the current lack of commitments
from third parties to provide short-term or long-term financial
resources, there can be no assurance that  this plan  will have
the expected effect on the Company's  results  of operations and
its cash flows in fiscal 2000.

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.

      Management  reviews its pricing regularly to ensure  it  is
priced  competitively, that it offers outstanding  value  to  its
customers,  and that margins are maintained. Inflation  can  also
affect food costs, 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.

Impact of Year 2000

      Some of the Company's  older computer programs were written
using  two digits rather than four to define the applicable year.
As a result, those computer programs have time-sensitive software
that recognize a date using "00" as the year 1900 rather than the
year  2000.  This could cause a system failure or miscalculations
causing disruptions of operations, including, among other things,
a  temporary inability to process transactions, send invoices, or
engage in similar normal business activities (Year 2000 Issues).

      The  Company has completed an assessment and will  have  to
modify  or replace hardware and software so that certain  of  its
computer  systems,  primarily its general ledger  and  accounting
packages,  will  function properly with respect to dates  in  the
year   2000  and  thereafter.   In  1998,  the  Company  replaced
substantially  all of its restaurant point of sales  systems  and
believes these new systems do not have any year 2000 issues.  The
total  Year  2000  project  cost is  estimated  at  approximately
$50,000  of  which  $1,000 has been incurred at  June  27,  1999.
These  costs  are primarily for the purchase of new software  and
hardware  that  will be capitalized.  Substantially  all  of  the
costs  remaining  to  be  incurred at June  27,  1999  relate  to
hardware, and the Company has received a commitment from a third-
party to finance these costs through a capital lease.

      The  project  is estimated to be completed not  later  than
December  31, 1999, which is prior to any anticipated  impact  on
its   operating   systems.   The  Company  believes   that   with
modifications  to  existing  software  and  conversions  to   new
software,   the  Year  2000  Issue  will  not  pose   significant
operational problems for its computer systems.  However, if  such
modifications and conversions are not made, or are not  completed
timely, the Year 2000 Issue could have a material adverse  impact
on the operations of the Company.

      The  costs of the project and the date on which the Company
believes  it will complete the Year 2000 modifications are  based
on  management's   best estimates, which were  derived  utilizing
numerous assumptions of future events, continued availability  of
certain  resources and other factors.  However, there can  be  no
guarantee  that  these  estimates will  be  achieved  and  actual
results could differ materially from those anticipated.  Specific
factors  that might cause such material differences include,  but
are  not  limited  to,  the availability and  cost  of  personnel
trained  in  this  area  and  the availability  of  software  and
hardware.

      The  Company has initiated communications with all  of  its
significant  suppliers  to determine  the  extent  to  which  the
Company's   interface  systems  are  vulnerable  to  those  third
parties' failure to remediate their own Year 2000 Issues.   There
is  no guarantee that the systems of other companies on which the
Company's   systems rely will be timely converted and  would  not
have an adverse effect on the Company's  systems.

      The Company has no contingency plans, but will consider the
need  to  create one in the event circumstances arise to indicate
the  Company may not be able to complete certain aspects  of  its
plans related to Year 2000 Issues.


Item 7.        Financial Statements.

                           Cucos Inc.
                          Balance Sheet
                          June 27, 1999

Assets
Current Assets
  Cash and Cash Equivalents                                       $   516,000
   Receivables:
     Trade, Less Allowance for Doubtful Accounts of $352,000          160,000
     Due from Affiliates                                               84,000
                                                                      244,000
  Inventories                                                         199,000
  Prepaid Expenses                                                    226,000
  Other Current Assets                                                123,000
     TOTAL CURRENT ASSETS                                           1,308,000

Property and Equipment
  Equipment                                                         2,466,000
  Leasehold Improvements                                            3,494,000
                                                                    5,960,000
  Less Accumulated Depreciation and Amortization and
     Impairment Reserves                                            3,585,000
                                                                    2,375,000

Due from Affiliates                                                    57,000
Investment in LaMexiCo, L.L.C.                                        245,000
Deferred Costs, Less Accumulated Amortization of $130,000             256,000
Other Assets                                                          246,000
  TOTAL ASSETS                                                     $4,487,000

Liabilities and Net Capital Deficiency
Current Liabilities
  Trade Accounts Payable                                          $ 2,161,000
  Accrued Expenses                                                    511,000
  Accrued Payroll                                                     188,000
  Current Portion of Long-Term Debt                                   422,000
     TOTAL CURRENT LIABILITIES                                      3,282,000

Long-Term Debt, Less Current Portion                                3,170,000
Deferred Revenue                                                       83,000

Net Capital Deficiency
  Preferred Stock, No Par Value-1,000,000                                   -
     Shares Authorized, None Issued or Outstanding
  Common Stock, No Par Value - 20,000,000 Shares                    5,253,000
     Authorized, 2,651,730 Shares Issued and Outstanding
  Additional paid-in capital                                          111,000
  Retained earnings deficit                                        (7,412,000)
NET CAPITAL DEFICIENCY                                             (2,048,000)
TOTAL LIABILITIES AND NET CAPITAL DEFICIENCY                      $ 4,487,000

See accompanying notes.

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

                                                                         Fiscal Year Ended
                                                              June 27, 1999      June 28, 1999
Restaurant operations:
<S>                                                            <C>                <C>
  Sales of food and beverages                                  $20,120,000        $21,162,000
  Restaurant expenses:
    Cost of sales                                                5,568,000          5,591,000
    Restaurant labor and benefits                                7,168,000          7,091,000
    Other operating expenses                                     3,754,000          3,954,000
    Occupancy expenses                                           2,245,000          2,324,000
    Preopening expenses                                             55,000             87,000
  Total restaurant expenses                                     18,790,000         19,047,000
Income from restaurant operations                                1,330,000          2,115,000

Royalties and franchise revenues, net of expenses of
  $3,000 and $23,000, respectively                                 129,000            113,000
Commissary and other income                                        122,000            173,000
                                                                 1,581,000          2,401,000

Operations supervision expenses                                    804,000            968,000
Corporate expenses                                               1,685,000          1,533,000
Charges related to closed units and asset impairment             1,926,000            178,000
Operating loss                                                  (2,834,000)          (278,000)
Interest expense                                                   488,000            517,000
Loss before income taxes and extraordinary item                 (3,322,000)          (795,000)
Income taxes                                                             -            107,000
Loss before extraordinary item                                  (3,322,000)          (902,000)
Extraordinary item - debt restructuring penalties                        -           (162,000)
Net loss                                                       $(3,322,000)       $(1,064,000)

Weighted average number of common shares and common share        2,652,000          2,306,000
  equivalents outstanding - basic and diluted

Net loss per share before extraordinary item - basic and            $(1.25)            $(0.39)
  diluted
Extraordinary item - basic and diluted                               $   -             $(0.07)
Net loss per share - basic and diluted                              $(1.25)            $(0.46)

</TABLE>
See accompanying notes.

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

                                                                        Fiscal Year Ended
                                                                  June 27, 1999    June 28, 1998
Operating activities
<S>                                                                <C>              <C>
Net loss                                                           $(3,322,000)     $(1,064,000)
Adjustments to reconcile net loss to net cash provided by
  operating activities:
  Charges related to closed units and asset impairment               1,926,000          178,000
  Deferred income taxes                                                      -          107,000
  Debt restructuring penalties                                               -          162,000
  Depreciation and amortization                                        809,000          920,000
  Amortization of deferred costs                                       156,000           (5,000)
  Change in deferred revenue                                            (7,000)        (209,000)
  Gain on sale of assets and other                                           -         (187,000)
  Accretion of discount on convertible debenture                             -           21,000
  Equity in earnings of equity investee, net of distributions
    of $20,000 and $44,000                                              (3,000)          11,000
  Changes in operating assets and liabilities:
    Receivables                                                        199,000          105,000
    Inventories                                                         34,000           21,000
    Prepaids and other                                                   4,000           55,000
    Trade accounts payable                                             716,000         (109,000)
    Accrued expenses and other                                         (60,000)          88,000
    Accrued payroll                                                    (27,000)          12,000
Net cash provided by operating activities                              425,000          106,000

Investing activities
Purchases of property and equipment                                   (188,000)        (639,000)
Proceeds from sale of assets                                                 -          834,000
Net cash provided by (used in) investing activities                   (188,000)         195,000

Financing activities
Changes in short-term debt payable to banks                           (100,000)         (50,000)
Proceeds from long-term borrowings                                      74,000        4,506,000
Principal payments on borrowings                                      (322,000)      (4,155,000)
Debt restructuring penalties                                                 -         (162,000)
Debt issuance costs                                                          -         (289,000)
Net cash used in financing activities                                 (348,000)        (150,000)

Increase (decrease) in cash and cash equivalents                      (111,000)         151,000
Cash and cash equivalents at beginning of year                          627,000         476,000
Cash and cash equivalents at end of year                               $516,000        $627,000

Noncash financing and investing activities
Equipment and leasehold improvements financed by capital leases            $  -        $400,000

</TABLE>
See accompanying notes.

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

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

<S>                                    <C>              <C>        <C>            <C>
Balance as of June 30, 1997            $4,746,000       $228,000   $(3,026,000)    $1,948,000
  Net loss for the year                         -              -    (1,064,000)    (1,064,000)
  Conversion of debenture                 500,000      (117,000)             -        383,000
  Common Stock for services                 7,000              -             -          7,000
Balance as of June 28, 1998             5,253,000        111,000    (4,090,000)     1,274,000
  Net loss for the year                         -              -    (3,322,000)    (3,322,000)
Balance as of June 27, 1999            $5,253,000       $111,000   $(7,412,000)   $(2,048,000)

</TABLE>
See accompanying notes.



                           Cucos Inc.
                          June 27, 1999

                  Notes to Financial Statements


1.   Significant Accounting Policies

Basis of Presentation:  The Company has incurred operating losses
of $2,834,000 in 1999 and $278,000 in 1998.  In addition, at June
27, 1999, the Company had a net capital deficiency of $2,048,000.
These  factors  indicate  there is 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 taken steps to refocus its operations,
reverse  sales  declines  and increase restaurant  profitability.
The  Company  believes that it has developed  a  viable  plan  to
address the Company's  operating results, and that this plan will
enable  the  Company to continue to meet its obligations  through
the  end of fiscal year 2000.  However, considering, among  other
things, the Company's  historical operating losses and the current
lack of commitments from third parties to provide short-term or
long-term financial resources, there can be no assurance that this
plan will have the expected effect on the Company's  results of
operations and its cash  flows  in  fiscal 2000.

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. 1999 and 1998 were 52-week years.

Industry:  The Company is a full-service casual dining restaurant
chain  offering  Mexican  appetizers, entrees  and  complementing
beverages.  At year end, the Company operated 14 restaurants  and
franchised 4 restaurants.

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

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

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  on  the
basis of 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  site  costs,   debt
issuance  costs  and other, primarily trademarks.  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. Deferred debt issuance costs  are
amortized  over  the  life of the related  debt.  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 $794,000 and $982,000 in 1999  and  1998,
respectively.

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.

Investment  in  LaMexiCo, L.L.C.: The Company  accounts  for  its
investment  using the equity method of accounting. The difference
between  the carrying amount of the investment and the amount  of
the  underlying equity in the net assets of the investee is being
amortized over the term of the franchise agreement.

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.   Charges related to closed units and asset impairment.

During  the  third  quarter  of 1999,  the  Company  recorded  an
impairment  write  down  of  $1,860,000,  primarily  related   to
equipment,  leasehold  improvements,  and  reacquired   franchise
rights.  One unit which the Company abandoned in the quarter, and
three units which the Company intended to operate, but which were
considered  to  be impaired, were consistent with  the  Company's
accounting  policy  for  impairment  of  long-lived  assets,   as
described in Note 1.

During  the  fourth  quarter of 1999,  the  Company  recorded  an
additional  impairment write-down of $66,000 related  to  certain
leasehold improvements on property subleased to another company.

3.    Debt

Notes  payable  to  commercial lender - fixed  interest
  rate - 11.6% - monthly payments of $55,000                  $3,105,000
Capital  lease  obligations - fixed interest  rates  of
  9.5% to 14.2% monthly payments of $13,000                      412,000
Note  payable  to insurance companies - fixed  interest           75,000
  rate  - 5.4%-6.9% -  collateralized by life insurance
  policies with a total cash surrender value of $53,000
                                                               3,592,000
Less current portion                                             422,000
                                                              $3,170,000

In November 1997, the Company used the proceeds from a loan by  a
commercial  lending company to refinance all of  its  outstanding
notes  payable  to  banks  and finance companies,  capital  lease
obligations,  and  other long-term debt that was  outstanding  at
that  time. This loan is part of a pool of loans financed by  the
lender.  A  provision of this loan requires the  Company  to  pay
additional  interest if certain conditions of the loan  pool  are
not  met.  This  provision  would  require  the  Company  to  pay
additional  interest each month if the loan pool  conditions  are
not  met.  These monthly payments, if required, may increase  the
interest  costs  by a maximum of $400,000 over the  life  of  the
loan.   During  fiscal  1999,  the  Company  paid  no  additional
interest.

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 deferred payments  will
bear interest at 14.6% until paid.

The Company's  debt is collateralized by substantially all of the
restaurant equipment and leasehold improvements and other  assets
and is guaranteed by a Company officer.

Maturities  of  long-term debt for each of the next  five  fiscal
years  are $422,000 in 2000, $641,000 in 2001, $425,000 in  2002,
$386,000  in  2003,  and  $372,000  in  2004.  Interest   expense
approximates interest paid for each of the last two fiscal years.

The  carrying  amounts  reported in the balance  sheet  for  debt
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.

4.   Income Taxes

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

Deferred tax assets:
  Net operating loss carryforwards                 $1,455,000
  Tax credit carryforwards                            642,000
  Property                                          1,116,000
  Other - net                                          32,000
Total deferred tax assets                           3,245,000
Valuation allowance for deferred tax assets        (3,133,000)
                                                      112,000

Deferred tax liabilities:
  Prepaid and deferred costs                         (112,000)
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 loss before income taxes:

                                              June 27, 1999  June 28, 1998

Income tax benefit at the federal statutory
  rate                                         $(1,129,000)     $(364,000)
State taxes, net of federal deductions            (121,000)       (47,000)
Change in valuation allowance                    1,250,000        828,000
Income taxes                                    $        -      $       -

At  year end, the Company had net operating loss carryforwards of
approximately  $3,830,000 and investment  and  jobs  tax  credits
carryforwards  of  approximately  $642,000.  These  carryforwards
expire beginning in 2000.

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. Because  of
lower  than  expected revenues and earnings  in  1998  management
increased the valuation allowance resulting in income tax expense
of $107,000.

5.   Leases

The  Company  leases 17 restaurant facilities and  its  corporate
headquarters under noncancelable operating lease agreements  with
initial   lease  terms  expiring  between  2000  and  2011.   The
restaurant leases have remaining renewal options, and 14  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.
Amortization of assets recorded under capital leases is  included
in depreciation expense.

The   Company   subleases  three  restaurant   facilities   under
noncancelable sublease agreements with lease terms expiring  from
2005-2012.  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 were  as  follows  at
year end:

                         Operating Leases                 Capital
                 Lease       Sublease         Net          Lease
  2000        $1,632,000     $152,000      $1,080,000    $111,000
  2001         1,176,000      185,000         993,000     111,000
  2002         1,099,000      178,000         921,000     111,000
  2003           891,000      177,000         714,000      57,000
  2004           729,000      177,000         552,000           -
Thereafter     1,658,000      137,000        1,521,000          -
                                                          390,000
                           Less unamortized discount       81,000
                                                         $309,000

Rent  expense  for  real estate on all the  Company's   operating
leases was $1,419,000 in 1999 and $1,594,000 in 1998.

6.   Related Party Transactions

The Company is affiliated with L.B.G., Inc. (LBG), through common
ownership.   The   Company  charges  LBG   for   accounting   and
administrative services based on the gross sales of each company.
The  amounts reimbursed in 1999 and in 1998 were nominal. At June
27,  1999,  LBG  owed  the Company $69,000 on  a  Note  for  past
purchases  of food, restaurant supplies, rent and services.   The
Note  bears  interest  at prime plus 2% and  is  due  in  monthly
installments  of  $1,314.  In addition, L.B.G. owed  the  Company
$3,404  at  year end for miscellaneous items.  All sums  due  the
Company by L.B.G. were current as of June 27, 1999.

The Company owns a 31.0% interest in LaMexiCo, L.L.C. (LaMexiCo),
a  limited liability company, that operates a franchised Cucos in
Metairie, Louisiana. The Company also manages the restaurant  for
LaMexiCo, and receives 4% of net sales as compensation. There was
no  undistributed income from LaMexiCo included in the  Company's
retained  earnings at June 27, 1999. The restaurant opened  under
the  development  rights previously owned by LBG.  LBG  currently
owns  25.3%  of LaMexiCo. At year end, LaMexiCo owed the  Company
$7,000, which is paid current, for management fees, royalties and
other expenses.

The   following  summarizes  the  Company's   relationships  with
LaMexiCo.
                                            1999      1998
  Royalties received                      $62,000    $58,000
  Management fees received                $78,000    $77,000
  Receivable outstanding at year end      $ 7,000    $32,000
  Equity in earnings                      $24,000    $33,000

LaMexiCo   summarized  financial  information   (based   on   the
investee's fiscal year ending April of each year) is as follows:

                                        1999         1998
    Balance Sheet:
    Total liabilities                 $359,000     $259,000
    Members' equity                    656,000      696,000
    Total assets                    $1,015,000     $955,000

    Statement of income:
    Revenues                        $2,220,000   $2,202,000
    Net income                         $56,000     $133,000

The  Company leases the land, building and improvements  for  one
Company-owned restaurant from a director. The primary term of the
lease is 15 years and expires in 2000 with an option to renew for
15  years. The Company paid rent of $129,000 in 1999 and $127,000
in 1998.

The  Company  has  agreements  with  Brothers  Video,  Inc.,   an
affiliated company, to supply video poker machines in nine  Cucos
restaurants  located in Louisiana. The term of each agreement  is
10  years. The Company has the option to renew each contract  for
two additional years.

Under  the  agreements the Company shares  in  the  gross  device
revenues  less state franchise fees and receives 70% of  the  net
receipts. The Chairman and Chief Executive Officer of the Company
is the sole stockholder of Brothers Video, Inc. At June 27, 1999,
the  Company  had  a  current accounts receivable  from  Brothers
Video,  Inc.  of  $42,000 for video poker  revenues  earned.  The
Company's   share of video poker revenues, included in  sales  of
food  and  beverages, was 3.1% of sales of food and beverages  in
1999 and 1998, respectively.

7.   Stock Options

The Company's  1993 Incentive Stock Option Plan (Option Plan) has
authorized  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 100% of 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 1999  and
1998.

<TABLE>
<CAPTION>
                                             1999                        1998
                                                  Weighted                     Weighted
                                                  Average                      Average
                                                  Exercise                     Exercise
                                     Shares        Price        Shares          Price

<S>                                 <C>       <C>              <C>       <C>
Outstanding at beginning of year    444,200        $1.33       370,000          $1.40
Granted                              43,500        $0.67        81,700          $1.04
Forfeited                           (85,000        $1.34        (7,500)         $1.51
Outstanding at end of year          402,700        $1.26       444,200          $1.33
Exercisable at end of year          311,800                    249,000
Exercise Price                                $.72-$1.94                 $1.1 8-$1.94
</TABLE>

The  weighted average remaining contractual life of  the  options
outstanding  at June 27, 1999 is 7.7 years. The weighted  average
fair value of options granted during 1999 and 1998 were $.59  and
$1.00 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 of that statement. The  fair
value  for these options was estimated at the date of grant using
a Black-Scholes option pricing model with the following weighted-
average  assumptions  for 1999 and 1998, respectively:  risk-free
interest rates of 6.1% and 6.3%; no dividends; volatility factors
of  the  expected market price of the Company's  common stock  of
 .60  and .54; 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).

                                                       1999           1998

    Pro forma net loss                             $(3,397,000)   $(1,089,000)
    Pro forma loss per share - basic and diluted     $ (1.28)        $ (.47)


8.   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 1999 and 1998.

9.   Franchise Operations

In  addition  to its company-owned restaurants, the  Company  had
four  franchised  restaurants in operation at the  end  of  1999.
During  1999 no franchised restaurants opened and one  franchised
restaurants  closed. During 1998 no franchised restaurant  opened
and two closed.

10.  Shareholders' Rights Agreement

In  1989,  the  Company  declared a  distribution  of  rights  to
purchase  the Company's  common stock at a rate of one right  for
each outstanding share of the Company's  common stock. The rights
were  issued  in  February 1990. The rights are  not  exercisable
until  10  days following the occurrence of one of the  following
events:  (1) acquisition by a group or person of 15% or  more  of
the  Company's   common  stock,  or  (2)  an  announcement  by  a
potential  acquirer  of  a tender or exchange  offer  that  would
result  in the ownership of 15% or more of the Company's   common
stock.  Once exercisable, unless redeemed earlier by the Company,
each right entitles the holder to buy $12 worth of shares of  the
Company's  common stock for an exercise price of $6. The  Company
may redeem the rights at $.01 per right at any time until 10 days
after 15% or more of the Company's  common stock is acquired by a
person or group. The rights will expire on December 31, 1999.

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  $13,000  and  $15,000  in  1999  and   1998,
respectively.

12.  Contingencies

On November 23, 1998, the Company filed a lawsuit against Elie V.
Khoury,  a  Cucos' franchisee and former employee and officer  of
the  Company,  to  enforce non-competition agreements  and  other
agreements involving a prohibition against the hiring of  Company
employees.   The  petition, entitled, "Cucos, Inc.  Vs.  Elie  V.
Khoury", being Civil Action No. 532-296 on the docket of the 24th
Judicial  District  court for the Parish of Jefferson,  State  of
Louisiana,  sought a permanent injunction and  damages  from  the
defendant.   On  December 7, 1998, Khoury  filed  an  Answer  and
Reconventional  Demand, alleging that because  of  the  Company's
interference  with  his,  "choice of vocation"  he  had  incurred
damages, injury and loss, as well as future damages, for which he
prayed for unspecified damages from the Company.  A judgment  was
entered by the court on February 9, 1999, in favor of Khoury  and
against  the  Company, dismissing the Company's   claims  against
Khoury.   The  Judgment  did not address Khoury's  Reconventional
Demand  for damages.  This matter is now on appeal to  the  Fifth
Circuit Court of Appeal, State of Louisiana, No. 99-CA-714.   The
Company believes that the Reconventional Demand is without  legal
merit.

A  contractor built a restaurant for a franchisee and  affiliated
company,  L.B.G., Inc.  The contractor was not  paid  by  L.B.G.,
Inc.  and  the contractor has sued the Company for $65,000.   The
Company  believes the claim against it is without merit and  that
it will prevail in this matter.

On  April  11, 1990, a franchisee filed a complaint  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 eight years except for a discovery request filed in January,
1997,  which  avoided  a  dismissal of the  litigation  for  non-
prosecution.   The  Registrant believes the  claims  are  without
merit and the likelihood of a loss is remote.

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 Ernst & Young LLP, Independent Auditors


The Board of Directors and Shareholders
Cucos Inc.


We  have audited the accompanying balance sheet of Cucos Inc.  as
of  June  27,  1999,  and the related statements  of  operations,
shareholders' equity, and cash flows for each of the two years in
the  period  ended June 27, 1999. 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 generally  accepted
auditing  standards. Those standards require  that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial  statements are free of material misstatement.  An
audit  includes  examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of Cucos Inc. at June 27, 1999, and the results of its operations
and  its cash flows for each of the two years in the period ended
June  27,  1999, in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the financial statements, 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   this
uncertainty.

                                    Ernst & Young LLP

New Orleans, Louisiana
September 22, 1999




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 Registrant.

           Reference  is  made to the information concerning  the
directors  of the Registrant and the nominees for re-election  as
directors appearing under the caption "Election of Directors"  in
the  1999  Proxy  Statement.   Such information  is  incorporated
herein by reference to the Registrants  1999 Proxy Statement  to
be  filed with the Securities and Exchange Commission in  October
1999.

           Reference  is  made to the information concerning  the
executive  officers  of  the Registrant  who  are  not  directors
appearing  under the caption "Executive Officers of the  Company"
in  the  1999  Proxy Statement.  Such information is incorporated
herein by reference to the Registrant's  1999 Proxy Statement  to
be  filed with the Securities and Exchange Commission in  October
1999.

            Reference  is  made  to  the  information  concerning
compliance with Section 16(a) of the Exchange Act appearing under
the   caption  "Section  16A,  Beneficial  Ownership's  Reporting
Compliance"  in  the 1999 Proxy Statement.  Such  information  is
incorporated herein by reference to the Registrant's  1999  Proxy
Statement to be filed with the Securities and Exchange Commission
on October 1999.

Item 10.  Executive Compensation.

            Reference  is  made  to  the  information  concerning
remuneration   of  directors  and  executive  officers   of   the
Registrant  appearing under the captions "Additional Information-
Executive  Compensation,"  "Additional  Information-Stock  Option
Grants  During  Fiscal  1998," "Additional Information-Aggregated
Stock Option Exercises and Fiscal Year-Ended Option Values,"  and
"Additional Information-Compensation of Directors," in  the  1999
Proxy  Statement.   Such  information is incorporated  herein  by
reference to the Registrant's  1999 Proxy Statement to  be  filed
with the Securities and Exchange Commission in October 1999.

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

            Reference  is  made  to  the  information  concerning
beneficial ownership of the Registrant's  Common Stock, which  is
the  only class of the Registrant's  voting securities, appearing
under  the  captions  "Beneficial  Ownership"  and  "Election  of
Directors"  in  the  1999 Proxy Statement.  Such  information  is
incorporated herein by reference to the Registrant's  1999  Proxy
Statement to be filed with the Securities and Exchange Commission
in October 1999.

Item 12.  Certain Relationships and Related Transactions.

           Reference is made to the information regarding certain
relationships  and  transactions between the Registrant  and  its
directors,   nominees  for  re-election  as  directors   of   the
Registrant, 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 1999 Proxy Statement.  Such information  is
incorporated herein by reference to the Registrant's  1999  Proxy
Statement to be filed with the Securities and Exchange Commission
in October 1999.

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

          EXHIBITS

           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
               Registrant.

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

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

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

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

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

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

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

 3 4-B      -  Letter, dated February 26, 1991, from Whitney
               National Bank to the Registrant 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 Registrant 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 Boatmans National Bank, ChaseMellon
               Shareholder Services, L.L.C. and the Registrant
               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
               Registrant with respect to the change of Rights
               Agent to Registrar and Transfer Company.

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

 1 10-B     -  Copy of letter agreement between the Registrant
               and certain stockholders of the Registrant
               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 Registrant's  Bonus Plan.

 9 10-L     -  Copy of Registrant'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

    23      -  Consent of Independent Auditors

    27      -  Financial Data Schedule

________________________________

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

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

6    Filed  as  an  exhibit  to  the  Registrant'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.

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

     REPORTS ON FORM 8-K:

           No  reports on Form 8-K were filed during  the  fourth
quarter of Fiscal Year ended June 27, 1999.

                   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  Registrant  caused  this
report  to  be signed on its behalf by the undersigned, thereunto
duly authorized.


                                CUCOS INC.


Date:  October 15, 1999          By: /s/ Vincent J. Liuzza, Jr.
                                     Vincent J. Liuzza, Jr.
                                     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 Registrant and in the capacities indicated as of
October 15, 1999.



/s/ Sidney C. Pulitzer             /s/ Thomas J. Grace
Sidney C. Pulitzer, Director       Thomas J. Grace, Director and
                                   Secretary



/s/ Miguel Uria                    /s/ Frank J. Ferrara, Jr.
Miguel Uria, Director              Frank J. Ferrara, Director



/s/ David M. Liuzza                /s/ V. M. Wheeler III
David M. Liuzza, Director          V. M. Wheeler III, Director



/s/ Vincent J. Liuzza, Jr.
Vincent J. Liuzza, Jr., 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
               Registrant.

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

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

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

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

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

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

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

 (3)  4-B   -  Letter, dated February 26, 1991, from Whitney
               National Bank to the Registrant 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 Registrant 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 Registrant
               with respect to the change of Rights Agent to
               ChaseMellon Shareholders 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 Registrant with respect to the change of
               Rights Agent to Registrar and Transfer Company.

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

 (1)  10-B  -  Copy of letter agreement between the Registrant
               and certain stockholders of the Registrant
               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 Registrant's  Bonus Plan.

 (9)  10-L  -  Copy of Registrant'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

    23      -  Consent of Independent Auditors

    27      -  Financial Data Schedule

________________________________

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

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

(6)  Filed  as  an  exhibit  to  the  Registrant'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.