FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



For the Quarterly Period Ended    April 19, 1997


Commission File Number    0-19315


                                Bertucci's, Inc.
             (Exact name of registrant as specified in its charter)


              Massachusetts                              04-2947209
     State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                 Identification Number)


14 Audubon Road, Wakefield, Massachusetts, 01880
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:  (617) 246-6700


Indicate by check mark whether the registrant (1) has filed all reports required
to be filled by section 13 or 15(d) of the  Securities  Exchange Act of the 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject  to the filing
requirements for the past 90 days.


                                  Yes X No_____


On May  30,  1997,  8,806,650  shares  of the  registrant's  Common  Stock  were
outstanding.


<PAGE>
                                           BERTUCCI'S, INC.

                                               FORM 10-Q

                                           TABLE OF CONTENTS




<TABLE>
<CAPTION>


                                                                            PAGE
PART I: FINANCIAL INFORMATION

        Item 1.  Financial Statements:
        <S>      <C>                                                        <C>

                 1)   Consolidated Condensed Balance Sheets
                      April 19, 1997, and December 28, 1996                 4

                 2)   Consolidated Condensed Statements of Operations
                      For Sixteen Weeks Ended April 19, 1997,
                      and April 20, 1996                                    5

                 3)   Consolidated Condensed Statements of Shareholders'
                      Equity For Sixteen Weeks Ended April 19, 1997         6

                 4)   Consolidated Condensed Statements of Cash
                      Flows For Sixteen Weeks Ended April 19, 1997,
                      and April 20, 1996                                    7

                 5)   Notes to Consolidated Condensed Financial
                      Statements                                            8

        Item 2.  Management's Discussion and Analysis of Results
                 of Operations and Financial Condition                      9-11


PART II:       OTHER INFORMATION                                            12
</TABLE>


<PAGE>

                          PART I: FINANCIAL INFORMATION

<PAGE>
                                BERTUCCI'S, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                               April 19,         December 28,
                                                 1997                1996
                                              -------------------------------
                                                       (in thousands)
                                       ASSETS
<S>                                           <C>               <C>
CURRENT ASSETS:
     Cash and cash equivalents                $      3,705      $      4,266
     Inventories                                     1,055             1,048
     Accounts receivable                               181               179
     Note receivable                                    76                76
     Prepaid expenses                                  874               475
     Deferred preopening costs                         338               510
     Prepaid taxes                                   1,027             1,027
                                              -------------     -------------
          Total current assets                       7,256             7,581
                                              -------------     -------------

PROPERTY AND EQUIPMENT, at cost:
     Land                                            2,902             2,902
     Buildings                                      10,416            10,360
     Leasehold improvements                         73,106            72,416
     Machinery and equipment                        37,067            35,674
     Construction in progress                          289               250
                                              -------------     -------------
                                                   123,780           121,602
     Less - Accumulated depreciation                32,265            29,705
                                              -------------     -------------
          Net property and equipment                91,515            91,897
PREPAID TAXES                                        1,275             1,275
OTHER ASSETS                                         1,853             1,776
                                              -------------     -------------
                                              $    101,899      $    102,529
                                              =============     =============

                        LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Notes payable-current                    $         25      $         25
     Accounts payable                                3,805             4,179
     Accrued expenses                                1,250             1,078
     Accrued payroll and employee benefits           3,415             3,298
     Accrued taxes                                   2,057             1,859
                                              -------------     -------------
         Total current liabilities                  10,552            10,439
DEFERRED RENT                                        6,274             6,064
NOTES PAYABLE                                           25                50
LONG-TERM DEBT                                      16,438            18,438
SHAREHOLDERS' EQUITY:
     Preferred stock, $.01 par value -
      Authorized - 200,000 shares, none
       issued                                            -                 -
     Common stock, $.005 par value -
      Authorized - 15,000,000 shares
     Issued and outstanding -
      8,790,428 shares at December 28, 1996
      and 8,806,650 shares at April 19, 1997            44                44
     Additional paid-in capital                     44,910            44,841
     Retained earnings                              23,656            22,653
                                              -------------     -------------
          Total shareholders' equity                68,610            67,538
                                              -------------     -------------
                                              $    101,899      $    102,529
                                              =============     =============
</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
     financial statements.


<PAGE>
                                BERTUCCI'S, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                 Sixteen Weeks Ended
                                         ----------------------------------
                                            April 19,           April 20,
                                              1997                1996
                                         --------------      --------------
                                          (in thousands, except share data)
<S>                                      <C>                 <C>

NET SALES                                $      40,337       $      38,259
                                         --------------      --------------

COSTS AND EXPENSES:
     Cost of sales                             10,118               9,798
     Operating expenses                        20,945              19,881
     General and administrative expenses        2,432               2,477
     Depreciation and amortization              2,719               2,712
     Taxes other than income                    2,181               2,101
                                        --------------      --------------
          Total costs and expenses             38,395              36,969
                                        --------------      --------------
          Operating income                      1,942               1,290
INTEREST EXPENSE, net                             367                 418
INTEREST INCOME                                     4                   6
                                        --------------      --------------
     Income before income tax expense           1,579                 878
INCOME TAX EXPENSE                                576                 329
                                        --------------      --------------
     Net income                         $       1,003       $         549
                                        ==============      ==============

WEIGHTED AVERAGE SHARES OUTSTANDING         8,883,801           8,892,502
                                        ==============      ==============

EARNINGS PER SHARE                      $        0.11       $        0.06
                                        ==============      ==============

</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
     financial statements.


<PAGE>
                                BERTUCCI'S, INC.
            CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>


                            Common Stock      Additional
                        --------------------  Paid-In    Retained  Shareholders' 
                         Shares       Par     Capital    Earnings  Equity
                        ---------  --------- ---------- ---------  -------------
                                              (in thousands)
<S>                         <C>    <C>       <C>        <C>        <C>
BALANCE, December 28, 1996  8,790  $     44  $  44,841  $  22,653  $  67,538
     Issuance of stock         17         -         69          -         69
     Net income                 -         -          -      1,003      1,003
                         --------- --------- ---------- ---------- ----------

BALANCE, April 19, 1997     8,807  $     44  $  44,910  $  23,656  $  68,610
                         ========= ========= ========== ========== ==========

</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
     financial statements.

<PAGE>


                                BERTUCCI'S, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                          Sixteen Weeks Ended
                                                        -----------------------
                                                          April 19,   April 20,
                                                            1997        1996
                                                        -----------   ---------
                                                             (in thousands)
<S>                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                         $  1,003     $     549
     Adjustments to reconcile net income to net cash
      provided by operating activities
        Depreciation and amortization                      2,822         2,712
        (Increase) decrease in inventories                    (7)           16
        Increase in prepaid expenses, accounts
         receivable, notes receivable and other assets      (368)           (1)
        Decrease in accounts payable                        (374)          (24)
        Increase in accrued expenses and deferred rent       500           197
        Increase in accrued, deferred and prepaid taxes      198           372
                                                        ---------    ----------
             Net cash provided by operations               3,774         3,821
                                                        ---------    ----------

CASH FLOWS USED FROM INVESTING ACTIVITIES:
     Additions to preopening costs                           (90)         (446)
     Additions to property and equipment                  (2,179)       (4,192)
     Purchases of liquor licenses                           (110)            -
                                                        ---------    ----------
             Net cash used by investing activities        (2,379)       (4,638)
                                                        ---------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock                                 69            59
     Paydown of debt                                      (2,000)            -
     Decrease in notes payable                               (25)          (25)
                                                        ---------    ----------
             Net cash provided by (used by)
              financing activities                        (1,956)           34
                                                        ---------    ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                   (561)         (783)
CASH AND CASH EQUIVALENTS, beginning of period             4,266         1,384
                                                        ---------    ----------
CASH AND CASH EQUIVALENTS, end of period                $  3,705     $     601
                                                        =========    ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for ---
             Interest, net of amount capitalized        $    370     $     410
                                                        =========    ==========
             Income taxes                               $    547     $      37
                                                        =========    ==========
</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
     financial statements.

<PAGE>
                                BERTUCCI'S, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                 April 19, 1997



1.      Basis of Presentation

        In the opinion of management,  the accompanying  consolidated  condensed
financial  statements contain all normal recurring  adjustments  necessary for a
fair presentation.  The results of operations for the sixteen-week  period ended
April 19, 1997 are not necessarily  indicative of the results to be expected for
the full year.

        The  significant  accounting  policies  followed  by the Company are set
forth in the notes to  Consolidated  Financial  Statements in the Company's 1996
Annual Report and Form 10-K filed with the Securities  and Exchange  Commission.
These  financial  statements  should be read in  conjunction  with the financial
statements included in the 1996 Annual Report and Form 10-K.

2.      Earnings Per Share

        In February  1997,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards No. 128,  Earnings Per Share (SFAS
128). This Statement establishes standards for computing and presenting earnings
per share and applies to entities both publicly traded common stock or potential
common stock.  SFAS 128 is effective for financial  statements  for both interim
and annual  periods  ending after  December 15, 1997,  and early adoption is not
permitted.  When adopted, the Statement will require restatement of prior years'
earnings per share.  The Company will adopt this Statement for its annual report
on Form 10-K for the year ended  December 27, 1997.  Assuming  that SFAS 128 had
been  implemented,  basic earnings per share would have been $0.11 and $0.06 for
the sixteen-week periods ended April 19, 1997, and April 20, 1996, respectively,
and $0.36 for the year ended December 28, 1996.  Under this  Statement,  diluted
earnings per share would not have differed from the earnings per share disclosed
on the consolidated condensed statement of operations.



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


The  following  table sets  forth the  percentage  relationship  to net sales of
certain  items  included  in the  Company's  income  statements  for the periods
indicated.

<TABLE>
<CAPTION>

                                                  Sixteen Weeks Ended
                                          -------------------------------------
                                            April 19,                April 20,
                                              1997                     1996
                                          -------------            ------------

NET SALES                                       100.0%                  100.0%
                                          -------------            ------------
<S>                                               <C>                     <C>
COSTS AND EXPENSES:
     Cost of sales                                25.1                    25.6
     Operating expenses                           51.9                    51.9
     General and administrative expenses           6.0                     6.5
     Depreciation and amortization                 6.8                     7.1
     Taxes other than income                       5.4                     5.5
                                          -------------            ------------
          Total costs and expenses                95.2                    96.6
                                          -------------            ------------
          Operating income                         4.8                     3.4
INTEREST EXPENSE, net                              0.9                     1.1
INTEREST INCOME                                      -                       -
                                          -------------            ------------
          Income before income tax expense         3.9                     2.3
INCOME TAX EXPENSE                                 1.4                     0.9
                                          -------------            ------------
          Net income                               2.5%                    1.4%
                                          =============            ============




NUMBER OF RESTAURANTS:
     Restaurants open at beginning of period        80                      76
          Restaurants opened during period           1                       3
          Restaurants closed during period           -                      (3)
                                          -------------            ------------
     Restaurants open at end of period              81                      76
</TABLE>


<PAGE>


         Sixteen Weeks Ended April 19, 1997, Compared to Sixteen Weeks
                              Ended April 20, 1996


        Net sales increased $2.1 million, or 5.4%, to $40.3 million in the first
quarter of fiscal year 1997,  from $38.3  million in the first quarter of fiscal
year  1996.  The  increase  in net  sales  primarily  came  from the  seven  new
restaurants  opened in fiscal year 1996,  and one new  restaurant  opened in the
first  quarter of 1997.  Comparative  restaurant  sales during the first quarter
were positive by 1%. This modest  increase  reflects the Company's first year of
being closed on Easter Day, as well as the higher amount of  advertising  in the
first quarter of 1996.

        Cost of sales, primarily food and beverages, increased from $9.8 million
in the sixteen weeks ended April 20, 1996, to $10.1 million in the corresponding
1997 period.  As a percentage  of net sales,  these costs were 25.6% in the 1996
fiscal period, and 25.1% in the 1997 fiscal period. The percentage decrease came
from better buying opportunities and better efficiency at the operations level.

        Restaurant operating expenses for the sixteen-week period increased from
$19.9  million in fiscal year 1996,  to $20.9  million in fiscal year 1997. As a
percentage of net sales,  operating  expenses  remained at 51.9% for both fiscal
periods.  Although  the Company  experienced  higher  payroll  costs in the 1997
fiscal  period,  most of the  increase  was  offset  by  lower  advertising  and
insurance costs during the same period.

        General and  administrative  expenses decreased from $2.5 million in the
sixteen  weeks ended April 20, 1996, to $2.4 million in the  corresponding  1997
period,  and  decreased,  as a  percentage  of net sales,  from 6.5% in the 1996
sixteen-week period, to 6.0% in the 1996 sixteen-week period. This decrease came
from a reduction  in costs  associated  with  opening new stores,  reduction  in
region operating costs, and the result of attrition at the corporate level.

        Depreciation and amortization expense decreased,  as a percentage of net
sales, from 7.1% in the 1996 period,  to 6.8% in the 1997  sixteen-week  period.
This  decrease  was  attributable  to the  amortization  expense  on  fewer  new
restaurants.

        Taxes other than income  increased  from $2.1 million during the sixteen
weeks ended April 20, 1996,  to $2.2 million in the  corresponding  1997 period,
due to increases in real property taxes and payroll taxes.

        Interest  expense  decreased  from  $418,000 to $367,000 for the sixteen
weeks of 1996 and 1997,  respectively.  This  decrease was  attributable  to the
lower amount of bank borrowings in the 1997 sixteen-week period.

        The effective income tax rate decreased from 37.5% for the sixteen weeks
ended April 20, 1996,  to 36.5% for the  corresponding  period  ending April 19,
1997.


<PAGE>
                        Liquidity and Sources of Capital


        To date,  the Company has financed its expansion from  operations,  bank
borrowing, and private placements and public offerings of equity securities. The
Company does not have significant  receivables or inventory,  and receives trade
credit based upon negotiated terms in purchasing food and supplies.

        The Company has a bank line-of-credit in effect until November 30, 1997,
under which it may borrow up to $30.0 million. On November 30, 1997, the Company
will be able to convert the balance, if any, to a term loan maturing on November
30,  2000.  The  Company  pays a fee of 1/4  of 1% on the  unused  balance,  and
interest is calculated using LIBOR plus 1.25%. There are no compensating balance
arrangements or legal restrictions as to the withdrawal of these funds. At April
20,  1996,  and  April  19,  1997,  the  amounts  outstanding  under  this  bank
line-of-credit were $18.4 and $16.4 million, respectively.

        During the sixteen weeks ended April 20, 1996,  and April 19, 1997,  the
Company's  investment  in  property  and  equipment  was $4.2  million  and $2.2
million,  respectively.  The  investments  were  funded  with cash  provided  by
operations, and with the proceeds of financing activities.

        Cash  provided  by  operations  amounted  to $3.8  million  for both the
sixteen weeks ended April 20, 1996, and April 19, 1997.

        The Company  opened one new  restaurant  in the first  sixteen  weeks of
1997, and expects to open a total of 7 new restaurants by the end of fiscal year
1997,  with an additional 8 to 10 restaurants  planned for fiscal year 1998. The
Company  expects to expend  approximately  $9.0 million in fiscal year 1997, and
approximately  $11.0  million  in fiscal  year 1998 to  finance  expansion.  The
Company  believes  that  it  will  have  sufficient  working  capital  and  bank
borrowings to finance its expansion plans through the end of fiscal year 1998.



<PAGE>
                           PART II: OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS

          None

Item 2.   CHANGES IN SECURITIES

          None

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

Item 5.   OTHER INFORMATION

          None

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               Exhibit 27:   Financial Data Schedule

          (b)  Reports on Form 8-K

               No reports on Form 8-K were filed during the period covered by
               this report.



<PAGE>
                                   SIGNATURES



        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                                  BERTUCCI'S, INC.
                                                  ---------------------
                                                  (Registrant)




Date:   May 30, 1997                     By:      /s/ Joseph Crugnale
                                                  ---------------------
                                                  Joseph Crugnale
                                                  President and Chief
                                                  Executive Officer




Date:   May 30, 1997                     By:      /s/ Norman S. Mallett
                                                  ---------------------
                                                  Norman S. Mallett
                                                  Vice President - Finance
                                                  Chief Financial Officer
                                                  and Treasurer

<PAGE>