FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549



                  For the Quarterly Period Ended July 12, 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 August 22,  1997,  8,828,966  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
                      July 12, 1997, and December 28, 1996              4

                  2)  Consolidated Condensed Statements of Operations
                      For Twelve Weeks and Twenty-Eight Weeks
                      Ended July 12, 1997, and July 13, 1996            5

                  3)  Consolidated Condensed Statements of Shareholders'
                      Equity For The Twenty-Eight-Week Period Ended
                      July 12, 1997                                     6

                  4)  Consolidated Condensed Statements of Cash
                      Flows For Twenty-Eight Weeks Ended July 12, 1997,
                      and July 13, 1996                                 7

                  5)  Notes to Consolidated Condensed Financial
                      Statements                                        8

      Item 2. Management's Discussion and Analysis of Results
              of Operations and Financial Condition                     9-12


PART II:    OTHER INFORMATION                                          13
</TABLE>


<PAGE>


                          PART I: FINANCIAL INFORMATION


<PAGE>


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


                                          July 12,          December 28,
                                            1997                1996
                                        --------------------------------
                                                 (in thousands)
                               ASSETS
<S>                                     <C>               <C>

CURRENT ASSETS:
     Cash and cash equivalents          $     5,003       $     4,266
     Inventories                              1,085             1,048
     Accounts receivable                        259               179
     Note receivable                             76                76
     Prepaid expenses                           770               475
     Deferred preopening costs                  219               510
     Prepaid taxes                            1,027             1,027
                                        ------------      ------------
          Total current assets                8,439             7,581
                                        ------------      ------------

PROPERTY AND EQUIPMENT, at cost:
     Land                                     2,902             2,902
     Buildings                               10,418            10,360
     Leasehold improvements                  73,190            72,416
     Machinery and equipment                 37,379            35,674
     Construction in progress                   666               250
                                        ------------      ------------
                                            124,555           121,602
     Less - Accumulated depreciation         34,199            29,705
                                        ------------      ------------
          Net property and equipment         90,356            91,897
PREPAID TAXES                                 1,275             1,275
OTHER ASSETS                                  1,848             1,776
                                        ------------      ------------
                                        $   101,918       $   102,529
                                        ============      ============

                LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Notes payable-current              $        25       $        25
     Accounts payable                         4,186             4,179
     Accrued expenses                         2,518             1,078
     Accrued payroll and employee
      benefits                                3,107             3,298
     Accrued taxes                            1,717             1,859
                                        ------------      ------------
         Total current liabilities           11,553            10,439
DEFERRED RENT                                 6,428             6,064
NOTES PAYABLE                                    25                50
LONG-TERM DEBT                               14,500            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 26,
      1996 and 8,812,950 shares at
      July 12, 1997                              44                44
     Additional paid-in capital              44,948            44,841
     Retained earnings                       24,420            22,653
                                        ------------      ------------
          Total shareholders' equity         69,412            67,538
                                        ------------      ------------
                                        $   101,918       $   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>

                                      12 Weeks Ended         28 Weeks Ended
                                  ----------------------  ----------------------
                                   July 12,    July 13,     July 12,    July 13,
                                    1997        1996         1997        1996
                                  ----------  ----------  ----------  ----------
                                       (in thousands, except per share data)
<S>                               <C>         <C>         <C>         <C>

NET SALES                         $  31,643   $  30,235   $  71,980   $  68,494
                                  ----------  ----------  ----------  ----------

COSTS AND EXPENSES:
     Cost of sales                    7,828       7,589      17,946      17,387
     Operating expenses              16,831      15,844      37,776      35,725
     General and administrative
      expenses                        1,900       1,777       4,332       4,255
     Depreciation and amortization    1,988       2,043       4,707       4,755
     Taxes other than income          1,643       1,568       3,824       3,668
                                  ----------  ----------  ----------  ----------
          Total costs and expenses   30,190      28,821      68,585      65,790
                                  ----------  ----------  ----------  ----------
          Operating income            1,453       1,414       3,395       2,704
INTEREST EXPENSE, net                   254         323         621         741
INTEREST INCOME                           4           4           8          10
                                  ----------  ----------  ----------  ----------
          Income before income tax
           expense                    1,203       1,095       2,782       1,973
INCOME TAX EXPENSE                      439         410       1,015         739
                                  ----------  ----------  ----------  ----------
          Net income              $     764   $     685   $   1,767   $   1,234
                                  ==========  ==========  ==========  ==========

EARNINGS PER SHARE                $    0.09   $    0.08   $    0.20   $    0.14
                                  ==========  ==========  ==========  ==========

WEIGHTED AVERAGE SHARES
 OUTSTANDING                      8,932,722   8,890,004   8,899,082   8,878,140
                                  ==========  ==========  ==========  ==========
</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
     Exercise of options       6          -          38          -         38
     Net income                -          -           -      1,767      1,767
                           ------  ---------   ---------  ---------  -----------

BALANCE, July 12, 1997     8,813   $     44    $ 44,948   $ 24,420   $  69,412
                           ======  =========   =========  =========  ===========
</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>

                                                       Twenty-Eight Weeks Ended
                                                      --------------------------
                                                        July 12,      July 13,
                                                          1997          1996
                                                      -----------   ------------
                                                            (in thousands)
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                       $  1,767      $  1,234
     Adjustments to reconcile net income
      to net cash provided by operating activities
        Depreciation and amortization                    4,890         4,893
        Increase in inventories                            (36)          (44)
        Increase in prepaid expenses,
            accounts receivable,
            notes receivable and other assets             (337)          (23)
        Increase in accounts payable                         6            76
        Increase in accrued expenses
            and deferred rent                            1,614           372
        Increase (decrease) in accrued,
            deferred and prepaid taxes                    (142)          856
                                                      -----------   ------------
             Net cash provided by operations             7,762         7,364
                                                      -----------   ------------

CASH FLOWS USED FROM INVESTING ACTIVITIES:
     Additions to preopening costs                        (104)         (684)
     Additions to property and equipment                (2,954)       (6,952)
     Purchases of liquor licenses                         (110)            -
                                                      -----------   ------------
             Net cash used by investing activities      (3,168)       (7,636)
                                                      -----------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock                              106            59
     Paydown of debt                                    (3,938)            -
     Decrease in notes payable                             (25)          (25)
                                                      -----------   ------------
             Net cash provided by financing
              activities                                (3,857)           34
                                                      -----------   ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                  737          (238)
CASH AND CASH EQUIVALENTS, beginning of period           4,266         1,384
                                                      -----------   ------------
CASH AND CASH EQUIVALENTS, end of period              $  5,003      $  1,146
                                                      ===========   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for ---
             Interest, net of amount capitalized      $    656      $    692
                                                      ===========   ============
             Income taxes                             $  1,360      $     80
                                                      ===========   ============
</TABLE>
     The  accompanying   notes  are  an  integral  part  of  these  consolidated
          condensed financial statements.

<PAGE>

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

                                  July 12, 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  twelve-week  and
     twenty-eight-week   periods  ended  July  12,  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 $0.09 versus $0.08 for the  twelve-week  period,  and
     $0.20 versus $0.14 for the twenty-eight  week period,  ended July 12, 1997,
     and July 13, 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>

                                       12 Weeks Ended         28 Weeks Ended
                                     -------------------    --------------------
                                      July 12,   July 13,   July 12,    July 13,
                                       1997       1996        1997        1996
                                     ---------  ---------   ---------  ---------

NET SALES                               100.0%    100.0%      100.0%     100.0%
                                     ---------  ---------   ---------- ---------
<S>                                       <C>       <C>         <C>        <C>

COSTS AND EXPENSES:
     Cost of sales                        24.7      25.1        24.9       25.4
     Operating expenses                   53.2      52.4        52.5       52.2
     General and administrative
      expenses                             6.0       5.9         6.0        6.2
     Depreciation and amortization         6.3       6.7         6.6        6.9
     Taxes other than income               5.2       5.2         5.3        5.4
                                     ---------- ---------   ---------- ---------
          Total costs and expenses        95.4      95.3        95.3       96.1
                                     ---------- ---------   ---------- ---------
          Operating income                 4.6       4.7         4.7        3.9
INTEREST EXPENSE, net                      0.8       1.1         0.8        1.0
INTEREST INCOME                              -         -           -          -
                                     ---------- ---------   ---------- ---------
          Income before income tax
           expense                         3.8       3.6         3.9        2.9
INCOME TAX EXPENSE                         1.4       1.3         1.4        1.1
                                     ----------  --------   ---------- ---------
          Net income                       2.4%      2.3%        2.5%      1.8%
                                     ==========  ========   ========== =========




NUMBER OF RESTAURANTS:
     Restaurants open at beginning
      of period                             81        76          80        76
         Restaurants opened during
          period                             -         1           1         4
         Restaurants closed during
          period                             -         -           -        (3)
                                     ----------  --------   ---------  ---------
     Restaurants open at end of
      period                                81        77          81        77

</TABLE>

<PAGE>

 Twelve Weeks Ended July 12, 1997, Compared To Twelve Weeks Ended July 13, 1996


      Net sales increased $1.4 million,  or 4.7%, to $31.6 million in the second
quarter of fiscal year 1997,  from $30.2 million in the second quarter of fiscal
year 1996.  Comparable  restaurant  sales for the twelve-week  period  increased
0.3%.  The  Company  did not open or close any  restaurants  in the  twelve-week
period ended July 12, 1997.

      Cost of sales,  primarily food and beverages,  increased from $7.6 million
in the twelve  weeks ended July 13, 1996,  to $7.8 million in the  corresponding
1997 period.  As a percentage  of net sales,  these costs were 25.1% in the 1996
fiscal period, and 24.7% in the corresponding 1997 fiscal period. The percentage
decrease was the result of lower prices for cheese and flour, and more efficient
operations.

      Restaurant  operating  expenses for the twelve-week  period increased from
$15.8 million in fiscal year 1996, to $16.8 million for the corresponding period
in fiscal year 1997. As a percentage of net sales,  operating expenses increased
from 52.4%  during the twelve  weeks ended July 13,  1996,  to 53.2%  during the
corresponding  period in 1997. The increase was the result of higher payroll and
advertising costs.

      General and administrative expenses increased slightly, as a percentage of
net sales, from 5.9% during the twelve weeks ended July 13, 1996, to 6.0% during
the  corresponding  period of fiscal year 1997. The increase came from increases
in training and in-house marketing costs.

      Depreciation and amortization  expense  decreased,  as a percentage of net
sales, from 6.7% in the 1996 twelve-week period, to 6.3% in the 1997 twelve-week
period. This decrease was attributable to the amortization  expense on fewer new
restaurants.

      Taxes,  other  than  income  taxes,  remained  at $1.6  million  for  both
twelve-week periods ending in July.

      Interest expense decreased from $323,000 to $254,000 for the corresponding
twelve weeks of 1996 and 1997,  respectively.  The decrease was  attributable to
the lower amounts of bank borrowings during the 1997 period.

      The effective  income tax rate  decreased  from 37.4% for the twelve weeks
ended July 13, 1996, to 36.5% for the corresponding period ended July 12, 1997.


<PAGE>
Twenty-Eight Weeks Ended July 12, 1997, Compared To Twenty-Eight Weeks Ended
July 13, 1996


      Net sales  increased  $3.5  million,  or 5.1%,  to $72.0  million  for the
twenty-eight-week  period in 1997,  compared to $68.5 million in the same period
last  year.  New  restaurants  that  were  opened  in 1996  and  1997  primarily
contributed   to  the  increase.   Comparative   restaurant   sales  during  the
twenty-eight-week  period were positive by 0.8%.  Menu  price-increases  for the
period under comparison were approximately 1.0%.

      Cost of sales, primarily food and beverages,  increased from $17.4 million
for  the  1996   twenty-eight-week   period,  to  $17.9  million  for  the  1997
twenty-eight-week  period,  and  decreased,  as a percentage of net sales,  from
25.4% to  24.9%  for the  twenty-eight-week  periods  ended  in 1996  and  1997,
respectively.  The percentage decrease came from better buying opportunities and
better efficiency at the operations level.

      Restaurant operating expenses for the  twenty-eight-week  period increased
from $35.7 million in fiscal year 1996, to $37.8 million in fiscal year 1997. As
a percentage of net sales,  operating  expenses  increased from 52.2% during the
twenty-eight weeks ended July 13, 1996, to 52.5% during the corresponding period
in 1997. The increase was the result of higher payroll and advertising costs.

      General and administrative  expenses, as a percentage of net sales for the
twenty-eight-week  period,  decreased  from 6.2% in 1996, to 6.0% in 1997.  This
decrease was the result of attrition at the corporate level,  reduction in costs
associated with opening new stores, and a reduction in region operating costs.

      Depreciation  and  amortization  expense,  as a  percentage  of net sales,
decreased from 6.9% in the 1996  twenty-eight-week  period,  to 6.6% in the 1997
twenty-eight-week  period.  This decrease was  attributable to the  amortization
expense on fewer new restaurants.

      Taxes,  other than income taxes,  increased  from $3.7 million  during the
twenty-eight  weeks ended July 13, 1996,  to $3.8 million for the  corresponding
period in 1997, and decreased,  as a percentage of net sales,  from 5.4% in 1996
to 5.3% in 1997.

      Interest expense decreased from $741,000 to $621,000 for the corresponding
twenty-eight-week  periods  of 1996 and 1997,  respectively.  The  decrease  was
attributable   to  the   lower   amount   of  bank   borrowings   in  the   1997
twenty-eight-week period.

      The effective  income tax rate decreased  from 37.5% for the  twenty-eight
weeks ended July 13, 1996, to 36.5% for the corresponding  period ended July 12,
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 July
13,  1996,  and  July  12,  1997,  the  amounts   outstanding  under  this  bank
line-of-credit were $19.4 million and $14.5 million, respectively.

      During the twenty-eight  weeks ended July 13, 1996, and July 12, 1997, the
Company's  investment  in  property  and  equipment  was $7.0  million  and $3.0
million,  respectively.  The  investments  were  funded  with cash  provided  by
operations and with the proceeds of financing activities.

      Cash provided by operations  amounted to $7.4 million and $7.8 million for
the twenty-eight weeks ended July 13, 1996, and July 12, 1997, respectively.

      The Company opened  one new restaurant in the first  twenty-eight weeks of
1997,  and expects to open a total of six 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: August 22, 1997                     By:     /s/ Joseph Crugnale
                                          -----------------------------------
                                                  Joseph Crugnale
                                                  President and Chief
                                                  Executive Officer




Date: August 22, 1997                     By:     /s/ Norman S. Mallett
                                          -----------------------------------
                                                  Norman S. Mallett
                                                  Vice President - Finance
                                                  Chief Financial Officer and
                                                  Treasurer



<PAGE>