UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q
          (Mark One)
          [  X  ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended NOVEMBER 30, 1996

                                       OR
          [      ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from  to

          Commission file number 0-19623

                             MIAMI SUBS CORPORATION
             (Exact name of registrant as specified in its charter)

      Florida                                                  65-0249329
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)

             6300 N.W. 31st Avenue, Fort Lauderdale, Florida  33309
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (954) 973-0000
              (Registrant's telephone number, including area code)

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

                              Yes    X     No

     Indicate the number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.


           Class                               Outstanding at January 13, 1997
Common  Stock,  $.01 par value                          28,244,340


PART  I.    FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS.
<TABLE>
<CAPTION>


                                                MIAMI SUBS CORPORATION
                                             CONSOLIDATED BALANCE SHEETS
                                                     (UNAUDITED)



                                                                                           November 30,     May 31,
ASSETS                                                                                         1996           1996
----------------------------------------------------------------------------------------  --------------  ------------
<S>                                                                                       <C>             <C>

CURRENT ASSETS
Cash and cash equivalents (including unexpended marketing fund contributions of           $   1,943,000   $ 3,103,000 
   $647,000 and $525,000 respectively)
Notes and accounts receivable (net of allowances for uncollectible accounts of $379,000       2,358,000     2,250,000 
   at November 30, 1996 and $390,000 at May 31, 1996)
Food and supplies inventories                                                                   307,000       381,000 
Other                                                                                           336,000       332,000 
                                                                                          --------------  ------------
Total Current Assets                                                                          4,944,000     6,066,000 

Notes receivable                                                                              6,053,000     3,778,000 
Property and equipment - net                                                                 15,317,000    17,955,000 
Intangible assets - net                                                                       7,706,000     8,004,000 
Other                                                                                           505,000       558,000 
                                                                                          --------------  ------------

TOTAL                                                                                     $  34,525,000   $36,361,000 
                                                                                          ==============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
----------------------------------------------------------------------------------------                              
CURRENT LIABILITIES
Accounts payable and accrued liabilities                                                  $   5,394,000   $ 6,106,000 
Current portion of notes payable and capitalized lease obligations                            1,343,000     1,539,000 
                                                                                          --------------  ------------
Total Current Liabilities                                                                     6,737,000     7,645,000 

Long-term portion of notes payable and capitalized lease obligations                          7,180,000     7,955,000 
Deferred franchise fees and other deferred income                                             1,660,000     1,712,000 
Accrued liabilities and other                                                                 1,781,000     2,106,000 

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Series A Convertible Preferred Stock, $.01 par value,
   8,000,000 shares authorized; 1,005,500 shares outstanding at
   May 31, 1996, none outstanding at November 30, 1996                                                         10,000 
Common stock, $.01 par value; authorized 50,000,000 shares; 28,244,340
   shares outstanding at November 30, 1996                                                      283,000       273,000 
Additional paid-in capital                                                                   24,565,000    24,565,000 
Accumulated deficit                                                                          (7,118,000)   (7,342,000)
                                                                                          --------------  ------------
                                                                                             17,730,000    17,506,000 
Less note receivable from sale of stock                                                        (563,000)     (563,000)
                                                                                          --------------  ------------
Total Shareholders' Equity                                                                   17,167,000    16,943,000 

TOTAL                                                                                     $  34,525,000   $36,361,000 
                                                                                          ==============  ============

</TABLE>




See  accompanying  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

                                            MIAMI SUBS CORPORATION
                                      CONSOLIDATED STATEMENTS OF INCOME
                                                 (UNAUDITED)






                                                                            Three Months Ended
                                                                            -------------------        
                                                                               November 30,      November 30,
REVENUES                                                                           1996              1995
--------------------------------------------------------------------------  -------------------  -------------
<S>                                                                         <C>                  <C>

Restaurant sales                                                            $         7,369,000  $   7,521,000
Revenues from franchised restaurants                                                  1,088,000      1,177,000
Net gain from sales of restaurants                                                      484,000         18,000
Interest income                                                                         140,000        118,000
Other revenues                                                                           38,000        114,000
                                                                            -------------------  -------------
Total                                                                                 9,119,000      8,948,000
                                                                            -------------------  -------------

EXPENSES
--------------------------------------------------------------------------                                    
Restaurant operating costs (including lease costs paid to Kavala, Inc. of
   $29,000 and $44,000, respectively)                                                 6,902,000      6,714,000
General, administrative and franchise costs                                           1,351,000      1,557,000
Depreciation and amortization                                                           480,000        469,000
Interest expense - net                                                                  229,000        173,000
                                                                            -------------------  -------------
Total                                                                                 8,962,000      8,913,000
                                                                            -------------------  -------------

Net income                                                                  $           157,000  $      35,000
                                                                            ===================  =============

Net income per common share and common share equivalents                    $               .01  $         .00
                                                                            ===================  =============

Weighted average number of common share and common share
   equivalents outstanding                                                           28,249,000     26,921,000
                                                                            ===================  =============



</TABLE>









See  accompanying  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

                                           MIAMI SUBS CORPORATION
                                     CONSOLIDATED STATEMENTS OF INCOME
                                                (UNAUDITED)






                                                                            Six Months Ended
                                                                            -----------------        
                                                                              November 30,     November 30,
REVENUES                                                                          1996             1995
--------------------------------------------------------------------------  -----------------  -------------
<S>                                                                         <C>                <C>

Restaurant sales                                                            $      16,422,000  $  15,472,000
Revenues from franchised restaurants                                                2,220,000      2,367,000
Net gain from sales of restaurants                                                    657,000        102,000
Interest income                                                                       256,000        258,000
Other revenues                                                                         99,000        168,000
                                                                            -----------------  -------------
Total                                                                              19,654,000     18,367,000
                                                                            -----------------  -------------

EXPENSES
--------------------------------------------------------------------------                                  
Restaurant operating costs (including lease costs paid to Kavala, Inc. of
   $70,000 and $98,000, respectively)                                              15,145,000     13,758,000
General, administrative and franchise costs                                         2,818,000      3,118,000
Depreciation and amortization                                                         995,000        936,000
Interest expense - net                                                                472,000        362,000
                                                                            -----------------  -------------
Total                                                                              19,430,000     18,174,000
                                                                            -----------------  -------------

Net income                                                                  $         224,000  $     193,000
                                                                            =================  =============

Net income per common share and common share equivalents                    $             .01  $         .01
                                                                            =================  =============

Weighted average number of common share and common share
   equivalents outstanding                                                         28,250,000     26,921,000
                                                                            =================  =============



</TABLE>









See  accompanying  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

                                             MIAMI SUBS CORPORATION
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)




                                                                                Six Months Ended
                                                                                  November 30,      November 30,
                                                                               ------------------  --------------
OPERATING ACTIVITIES:                                                                 1996              1995
                                                                               ------------------  --------------
<S>                                                                            <C>                 <C>

Net income                                                                     $         224,000   $     193,000 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization                                                            762,000         684,000 
Amortization of intangible assets                                                        233,000         252,000 
Net gain from sales of restaurants                                                      (657,000)       (102,000)
Changes in assets and liabilities:
(Increase) in accounts receivable                                                       (635,000)       (258,000)
Decrease (increase) in food and supplies inventories                                      74,000         (28,000)
Decrease (increase) in other current assets                                              (17,000)          5,000 
Decrease (increase) in other assets                                                       53,000         (22,000)
(Decrease) in accounts payable and accrued liabilities                                  (627,000)       (177,000)
(Decrease) in deferred fees and other deferred income                                   (206,000)       (484,000)
                                                                               ------------------  --------------
Net Cash Provided By (Used For) Operating Activities                                    (796,000)         63,000 
                                                                               ------------------  --------------

INVESTMENT ACTIVITIES:
Purchase of property and equipment                                                      (381,000)     (1,417,000)
Proceeds from sales of restaurants                                                       650,000         255,000 
Loans to franchisees and other                                                                 -         (29,000)
Payments received on notes receivable                                                    246,000         399,000 
                                                                               ------------------  --------------
Cash Provided By (Used For) Investment Activities                                        515,000        (792,000)
                                                                               ------------------  --------------

FINANCING ACTIVITIES:
Repayment of debt                                                                       (879,000)       (980,000)
                                                                               ------------------  --------------
Cash (Used For) Financing Activities                                                    (879,000)       (980,000)
                                                                               ------------------  --------------

(DECREASE) IN CASH                                                                    (1,160,000)     (1,709,000)

CASH AT BEGINNING OF PERIOD                                                            3,103,000       3,145,000 
                                                                               ------------------  --------------

CASH AT END OF PERIOD                                                          $       1,943,000   $   1,436,000 
                                                                               ==================  ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest                                                         $         474,000   $     395,000 
                                                                               ==================  ==============
Loans to franchisees in connection with sales of restaurants                   $       2,067,000   $     593,000 
                                                                               ==================  ==============

</TABLE>




See  accompanying  notes  to  consolidated  financial  statements.

                            MIAMI SUBS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

1.          BASIS  OF  PRESENTATION

In  the  opinion  of  management,  the  accompanying  unaudited  consolidated
financial  statements contain all adjustments, which are of a normal recurring
nature,  necessary for a fair presentation of the Company's financial position
and results of operations for the periods presented.  The financial statements
have been prepared by the Company pursuant to the rules and regulations of the
Securities  and Exchange Commission.  Accordingly, they do not include all the
information  and  footnotes  required  for  annual  financial statements.  The
financial  statements  included  herein should be read in conjunction with the
financial statements presented in the Company's Annual Report on Form 10-K for
the  year  ended  May  31,  1996.

Results  of  operations  reported  for  interim  periods  are  not necessarily
indicative  of  results  for  the  entire  fiscal  year.

     2.          ADOPTION  OF  NEW  ACCOUNTING  STANDARDS

In the first quarter of the current fiscal year, the Company adopted Statement
of  Financial  Accounting  Standards  (SFAS)  No.  121,  "Accounting  For  the
Impairment  of Long-Lived Assets and For Long-Lived Assets to be Disposed Of."
SFAS  No. 121 in general requires that such impaired assets be written down to
a reduced carrying value.  The adoption of SFAS No. 121 by the Company did not
result  in  a  write  down  of  such  assets.

In  the first quarter of the current fiscal year, the Company adopted SFAS No.
123,  "Accounting  For  Stock  Based  Compensation."   SFAS No. 123 in general
permits  stock  compensation  cost  to  be measured using either the intrinsic
value-based method of accounting prescribed by APB Opinion No. 25, "Accounting
for Stock Issued to Employees," or the fair value-based method of accounting. 
The  Company  elected  to  continue to use the intrinsic value-based method of
accounting  and  accordingly  will  provide the expanded pro forma disclosures
required  by  SFAS  No.  123  in  its  annual  financial  statements.

3.          REVENUES  FROM  FRANCHISED  RESTAURANTS

<TABLE>
<CAPTION>

Revenues  from  franchised  restaurants  consist  of  the  following:


                                      Three Months Ended
                                      -------------------        
                                         November 30,      November 30,
                                      -------------------  -------------
                                             1996              1995
                                      -------------------  -------------
<S>                                   <C>                  <C>

Royalties                             $           915,000  $     916,000
Franchise and development fees                    125,000        123,000
Net sublease rental income and other               48,000        138,000
                                      -------------------  -------------
Total                                 $         1,088,000  $   1,177,000
                                      ===================  =============


                                      Six Months Ended
                                      -------------------               
                                      November 30,         November 30,
                                      -------------------  -------------
                                                     1996           1995
                                      -------------------  -------------
Royalties                             $         1,900,000  $   1,850,000
Franchise and development fees                    238,000        293,000
Net sublease rental income and other               82,000        224,000
                                      -------------------  -------------
Total                                 $         2,220,000  $   2,367,000
                                      ===================  =============
</TABLE>




     4.          INCOME  TAXES

The  Company  did  not  provide  for  income taxes for the three and six month
periods  ended  November  30,  1996  and  1995  due to the availability of net
operating  loss  carry-forwards.

The  Company's  federal income tax returns for fiscal years 1992 through 1995,
inclusive,  are  currently under examination by the Internal Revenue Service. 
The  examining  agent  has  not  issued  a  formal  report reflecting proposed
adjustments to tax returns previously filed by the Company.  Based on informal
communications  with  the  examining  agent,  the  Company  believes  that any
adjustment(s)  likely  to  be  proposed  will  (if  sustained  upon  a  final
determination)  impact  only  on the loss and credit carryovers and not have a
material  effect  on  the  Company's  current  tax  liability.

     5.          COMMITMENTS  AND  CONTINGENCIES

The  Company and its subsidiaries are parties to various legal actions arising
in the ordinary course of business as described in the Company's Annual Report
on  Form 10-K for the fiscal year ended May 31, 1996.  Other than as described
below,  there  have been no material developments in these legal proceedings. 
The Company is vigorously contesting these actions and currently believes that
the  outcome  of  such  cases  will  not have a material adverse effect on the
Company.

During  January,  1992,  the Company filed a Petition for Declaratory Judgment
against  the  Murray  Family  Trust/Kenneth  Dash  Partnership ("F/D"), in the
Superior  Court  Northern District of Hillsborough County, New Hampshire.  The
Company  sought  to  dissolve an alleged joint venture between the Company and
F/D  to  develop  Miami  Subs  restaurants  in  New  England.  F/D opposed the
dissolution,  counterclaimed, and sought damages arising from amounts expended
in developing new locations and lost profits from the termination of the joint
venture.    A  bench  trail  was completed in April 1995, and in July 1995 the
court  issued  its  ruling  in  favor of the Company on virtually all of F/D's
counterclaims,  except  that  the  court  denied  the  Company's  petition for
declaratory  judgement  and awarded F/D damages in the amount of $241,000 plus
costs and attorney fees allegedly incurred by the joint venture.  The case was
appealed  by  both  the  Company and F/D, and in November 1996, the appeal was
argued before the New Hampshire Supreme Court.  The Court has not yet rendered
a  ruling  on  the  appeal.

In  March  1992,  a  subsidiary of the Company filed an action for declaratory
relief  against  a third party seeking a determination that a letter of intent
executed  by  Miami  Subs,  Inc.  (n/k/a  B&B  Food  Ventures,  Inc.)  did not
constitute  a  binding  agreement  concerning  the  possible  granting  of  an
exclusive  area for development.  As a result of this lawsuit, the third party
filed  a  separate  lawsuit against the Company in which the plaintiffs allege
they  are  entitled  to  damages  for  breach  of  contract,  fraud,  tortious
inducement  to breach a contract and breach of fiduciary duty arising from the
Company's  alleged  failure  to  grant  the  plaintiffs  an  exclusive  area
development  right.    The  plaintiffs claim compensatory damages in excess of
$20.0  million  and punitive damages in excess of $20.0 million.  Discovery is
substantially completed.  The case has been schedule for trial in August 1997.
 The  Company  believes that it had no obligation to proceed to enter into any
agreements  with  the  plaintiffs  and  is  vigorously  contesting the action.

In  October  1996,  a  lawsuit was filed against the Company (Rafaele Cruz, as
Personal  Representative  of  the  Estate of Miguel Angel Rivera, deceased, v.
Miami  Subs  Corporation,  Broward  County  Circuit  Court, Case No. 96-14900)
seeking  damages  in  excess  of  $15,000  relating  to  an  incident  at  a
Company-operated  restaurant.    In addition, there have been inquiries of the
Company  by  counsel  representing  a party in a separate incident involving a
deceased  patron of a franchised restaurant.  The Company expects that both of
these  matters  will  be  handled  by  its  insurance  carrier.

Subsidiaries  of  the  Company  are  the  prime  lessee under various land and
building  leases for restaurants operated by the Company and its franchisees. 
A  Miami  Subs  restaurant  which  was sub-leased by a Company subsidiary to a
former franchisee has recently closed.  The lease currently terminates in 2010
and  the  average annual base rent for the term is approximately $97,000.  The
Company  subsidiary,  which  remains  obligated  on  the master lease with the
landlord,  is  attempting  to  negotiate  an  early  termination of the lease.

6.          SHAREHOLDERS'  EQUITY  AND  EARNINGS  PER  SHARE

In  October  1996,  all shares of the Company's Series A Convertible Preferred
Stock  which  were  then  outstanding  were  automatically  converted  on  a
one-for-one  basis  into  Common  Stock  of  the  Company.

At  November  30, 1996, options and warrants representing a total of 5,228,000
shares  of  common  stock,  at  an  average  exercise  price  of  $2.72,  were
outstanding.

The  net  income  per share amounts are computed based on the weighted average
number  of  common  shares and common share equivalents outstanding during the
period,  computed  using  the treasury stock method.  Common share equivalents
include  convertible  preferred  stock,  options  and  warrants.

7.          RELATED  PARTY  TRANSACTIONS

Effective  January  1, 1997, the Company leased a vacant property to a company
which  is  owned  by  Gus  Boulis,  a director of Miami Subs Corporation.  The
Company believes that the terms of the lease are not materially different than
would  have  been  obtained  from a lease with unaffiliated parties on a stand
alone  basis.



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
  RESULTS  OF  OPERATIONS

INTRODUCTION

The Company's revenues and expenses are derived principally from operating and
franchising  Miami  Subs  Grill  restaurants.    Franchise  revenues  consist
principally  of initial franchise fees, area development fees, monthly royalty
fees, and net sublease rental income.  In the normal course of operations, the
Company  may  also  derive  revenues  from  the sale of Company restaurants to
franchisees.

Restaurant  operating  costs  include  food and paper costs, direct restaurant
labor and benefits, marketing fees, and all other direct costs associated with
operating the restaurants.  General, administrative and franchise costs relate
both  to  Company  owned restaurants and the Company's franchising operations.

The Company's revenues and expenses are directly affected by the number, sales
volumes, and profitability of its Company operated restaurants.  Revenues, and
to  a  lesser  extent expenses, are also affected by the number, sales volumes
and  profitability  of franchised restaurants.  Initial franchise fees and any
gains  on  sales  of  restaurants  are  directly  affected  by  the  number of
restaurants  opened  and  sold  during  the  period.

The  Company's  fiscal year ends on May 31.  The results of operations for the
three and six months ended November 30, 1996 are not necessarily indicative of
the  results  that  may  be  expected  for  the  Company's  fiscal  year.

The  Company's  profitability  in the first and second quarters of the current
fiscal  year  resulted  from  gains  on  the  sale of certain Company operated
restaurants.    Although  the Company intends to sell up to 18 of its existing
restaurants  in the future, there can be no assurance that any such sales will
be  consummated  or  that  gains  will  be realized.  The Company's ability to
become  and  sustain  profitability on an operating basis will be dependent on
improvement  of  sales  and  operating  margins  in  Company  and  franchised
restaurants,  expansion  of  its  franchise  base,  its  ability to reduce and
control  general  and  administrative  expenses,  and  on  the  success of its
existing  and  future  franchisees.

During  the  six  months ended November 30, 1996, seven franchised restaurants
opened,  one  Company  and  two franchised restaurants closed, and the Company
sold/transferred eight of its Company-operated restaurants to franchisees.  At
November  30, 1996, there were 181 restaurants in the system, consisting of 28
Company  operated restaurants and 153 franchised restaurants.  At November 30,
1995,  there  were  168  restaurants  in  the system, consisting of 29 Company
operated  restaurants  and  139  franchised  restaurants.

COMPARISON  OF  THREE  MONTHS  ENDED NOVEMBER 30, 1996 TO NOVEMBER 30, 1995

Total  Revenues

Total Company revenues increased 1.9% to $9.1 million in the second quarter of
the  current  year,  as compared to $8.9 million in the second quarter of last
year.   The increase in total revenues in the current period was primarily due
to  a  significant  increase in net gains from the sales of restaurants, which
was  in  part  offset  by  lower  restaurant  sales,  revenues from franchised
restaurants  and  other  revenues.


Restaurant  Sales

The  Company's  total  restaurant  sales  decreased approximately 2.0% to $7.4
million  in  this  year's  second  quarter, as compared to $7.5 million in the
second  quarter  of last year.  Although the Company operated more restaurants
in  the current three month period (resulting in an approximate 9% increase in
weeks  of  restaurant  operations), total sales in the current period declined
reflecting  declines  in same-store-sales and average unit volumes as compared
to  the  year  earlier  period.

At  the  beginning  of  the  current  year  quarter  the  Company  operated 32
restaurants  and  during  the  quarter  the  Company  sold/transferred  four
restaurants  to  franchisees.    At  the  beginning  of  the prior year second
quarter,  the  Company  operated  29  restaurants,  and during the quarter the
Company  opened  one  new  restaurant  and  sold  one existing restaurant to a
franchisee.

During the current year's second quarter and in an effort to improve sales and
customer  traffic  in  its  restaurants,  the  Company  continued  a  recently
implemented  marketing  strategy  involving  price  discounting.  Despite such
marketing  efforts,  same-store-sales in Company operated restaurants declined
by  approximately  4.6%  in  the  current  quarter, and average unit sales for
restaurants  operated  by  the  Company  for  all of the current year's second
quarter decreased by approximately 6.6% as compared to the prior year quarter.
 The  Company  is attempting to improve sales in its restaurants by continuing
the  marketing programs, improving the level of service and operations, and is
considering  possible  changes  to  its  pricing  and  product  offerings.

At  November  30,  1996,  Company operated restaurants were located in Florida
(11),  Texas (6), Georgia (3), North Carolina (4), South Carolina (3), and New
York (1).  The Company currently plans on franchising up to 18 of its existing
Company  operated  restaurants,  however  there can be no assurances that such
restaurants  will  be  franchised  on  terms  and conditions acceptable to the
Company.

Revenues  From  Franchised  Restaurants

Revenues  from  franchised  restaurants  declined  approximately  7.6% to $1.1
million in the second quarter of the current year, as compared to $1.2 million
in  the  prior  year's  second quarter.  In the prior year second quarter, the
Company recognized income of $160,000 from the termination and cancellation of
three  area  development  agreements.    No  such income was recognized in the
current  quarter.

The  Company  and  many  of  its  franchisees recently implemented a marketing
strategy  involving  price  discounting.    Despite  such  marketing  efforts,
same-store-sales  in  franchised restaurants declined by approximately 4.0% in
the  current  quarter.    Such  sales  declines, along with the non-accrual of
royalty income from an increased number of franchisees, continued to adversely
affect  franchise  fee revenues in the current quarter as compared to the year
earlier  quarter.

During  the  second  quarter  of  the  current  year,  three  new  franchised
restaurants  opened,  and  four restaurants previously operated by the Company
were  franchised.    There  were  153  franchised  restaurants in operation at
November  30,  1996, as compared to 139 franchised restaurants at November 30,
1995.

System-Wide  Sales

System-wide  sales, which includes sales from all Company operated restaurants
and  franchised  restaurants, increased by approximately 4.3% to $36.3 million
in  this  year's  second  quarter, as compared to $34.8 million in last year's
second  quarter,  principally  reflecting  the increase in the total number of
units  in  the system (181 at November 30, 1996 as compared to 168 at November
30,  1995).    Same-store-sales  for  both Company and franchised units in the
system  decreased  by approximately 4.3% in the current quarter.  Average unit
sales for restaurants in operation for all of the current quarter decreased by
approximately 4.9% as compared to average sales for units in operation for all
of  the  prior  year's  second  quarter.

Net  Gains  From  Sales  of  Restaurants

The  Company  sold/transferred four of its existing restaurants to franchisees
during  the  second  quarter  of  the  current  year.    Gains  on the sale of
restaurants  are  dependent  on  the  Company's  basis  in  and  the  overall
performance of such units.  Any gains realized are recorded as income when the
sales  are consummated and other conditions are met, including the adequacy of
the  down  payment  and the completion by the Company of its obligations under
the  contracts.    Total gains recognized in the second quarter of the current
year  amounted  to  $484,000,  as compared to $18,000 in the prior year second
quarter.    Although  the  Company  intends  to  sell up to 18 of its existing
restaurants  in the future, there can be no assurance that any such sales will
be  consummated  or  that  gains  will  be  realized.

Other  Revenues

Other revenues declined in the second quarter of the current year primarily as
a  result  of  lease  costs associated with two vacant properties.  One of the
properties  was  subsequently  subleased  to  a new tenant, and the Company is
attempting  to  negotiate  a termination of the lease with the landlord on the
remaining  property  (see  note  5. to the accompanying Consolidated Financial
Statements).

Restaurant  Operating  Costs

Restaurant  operating  costs  increased  to approximately $6.9 million in this
year's  second  quarter,  as  compared  to  $6.7 million in last year's second
quarter, and such costs as a percent of restaurant sales increased to 93.7% in
the current quarter, as compared to 89.3% in the prior year's second quarter. 
The  increase  in operating costs was a result of higher labor, cost of sales,
repairs,  and amortization of pre-opening costs, and also reflected the effect
of  price  discounting  offered  during  the quarter in an effort to stimulate
sales  and  increase  customer  traffic  and lower unit volumes in the current
quarter.

General,  Administrative  and  Franchise  Costs

General,  administrative  and  franchise  costs amounted to approximately $1.4
million or 14.8% of total revenues in the current quarter, as compared to $1.6
million  or  17.4%  of  total  revenues  in  the prior year's second quarter. 
Included  in  such  costs in the current quarter was a charge of approximately
$61,000  resulting from a decision by the Company not to exercise an option to
renew a lease on a non Miami Subs facility which had previously been subleased
to  a  third  party.    The Company is maintaining strict cost controls in all
areas  of  its business resulting in a reduction in general and administrative
costs,  including  salaries,  general  marketing and outside legal costs.  The
Company

expects  that  the amount of such costs will continue to decline in the second
half  of  the  fiscal  year  as  a  result  of  recently implemented corporate
streamlining  and  as a number of the current Company operated restaurants are
franchised.

Depreciation  and  Amortization

Depreciation  and  amortization  increased  to $480,000 in this year's second
quarter,  as  compared  to  $469,000  in  the  prior  year's  second  quarter,
principally  due  to  higher  depreciation associated with certain new, higher
cost  restaurants  that  the Company developed and opened since the prior year
quarter.

Interest  Expense

Interest  expense  increased  to  $229,000  in this year's second quarter, as
compared  to  $173,000  in  the  prior  year's  second  quarter,  principally
reflecting additional debt outstanding in the current quarter ($8.4 million at
November  30,  1996)  as  compared  to the prior year quarter ($6.8 million at
November  30,  1995).

Provision  For  Income  Taxes

A  tax  provision  was  not  provided for in the current or prior year periods
because  of  available  net  operating  loss carryforwards (see Note 4. to the
Consolidated  Financial  Statements).


COMPARISON  OF  SIX  MONTHS  ENDED  NOVEMBER  30,  1996 TO NOVEMBER 30, 1995

Total  Revenues

Total  Company  revenues  increased  7.0%  to $19.7 million in the current six
month  period, as compared to $18.4 million in the same period last year.  The
increase  in  total revenues reflected an increase in restaurant sales (all of
which  occurred  in  this year's first quarter), and a significant increase in
net  gains  from  the  sales  of  Company  restaurants.

Restaurant  Sales

The  Company's  total  restaurant  sales increased approximately 6.1% to $16.4
million  in  the current six month period, as compared to $15.5 million in the
same  period  last  year.  Such sales increase reflected more Company units in
operation  for  the  current six month period, as compared to the year earlier
period.   At the beginning of the current fiscal year, the Company operated 37
restaurants,  and  during  the  current  six  month  period  the  Company
sold/transferred  eight  existing  restaurants  to  franchisees and closed one
restaurant.    At  the  beginning  of  the prior year, the Company operated 30
restaurants,  and  during the period the Company opened one new restaurant and
sold/transferred  two  restaurants  to  franchisees.

In  an  effort  to  improve sales and customer traffic in its restaurants, the
Company  has  continued  a  recently  implemented marketing strategy involving
price  discounting.    Despite  these  marketing  efforts and as a result of a
decline  in  same-store-sales  in  the Company operated restaurants during the
current  three  month  period,  same-store-sales  for  the  six  month  period
reflected  a  decline  of  approximately  1.7%.

In  addition,  average  unit sales for restaurants operated by the Company for
all  of  the  current  six  month  period  decreased  by approximately 3.3% as
compared  to  the  average in the prior year six month period.  The Company is
attempting  to  improve  sales  in its restaurants by continuing the marketing
programs,  improving  the  level of service and operations, and is considering
possible  changes  to  its  pricing  and  product  offerings.

The  Company  currently  plans on franchising up to 18 of its existing Company
operated restaurants, however there can be no assurances that such restaurants
will  be  franchised  on  terms  and  conditions  acceptable  to  the Company.

Revenues  From  Franchised  Restaurants

Revenues  from  franchised  restaurants  declined  approximately  6.2% to $2.2
million  in  the  current six month period, as compared to $2.4 million in the
year  earlier  period.  Although royalty fee income increased by approximately
2.7% in the current period, such increase was offset by a reduction in initial
franchise  fee  income.  In addition, the prior year six month period included
income  of  $220,000  associated  with  the  termination  of  area development
agreements  with  franchisees.    No such income was recognized in the current
period.

The  Company  and  many  of  its  franchisees recently implemented a marketing
strategy  involving  price  discounting.    However,  despite  these marketing
programs,  same-store-sales  in  franchised  restaurants  decreased  by
approximately  2.0%  during  the  current  six  month  period,  as a result of
increased  sales  pressure  in the most recent three month period.  Such sales
declines,  along  with  the  non-accrual  of  royalty income from an increased
number  of  franchisees,  adversely  affected  franchise  fee  revenues in the
current  six  month  period.    Although  it  is  expected that such marketing
programs  will  continue,  there  can  be  no  assurance  that  they  will  be
successful.

During  the current six month period, seven franchised restaurants opened, two
franchised  restaurants  closed, and eight restaurants operated by the Company
were  franchised.    There  were  153  franchised  restaurants in operation at
November  30,  1996, as compared to 139 franchised restaurants at November 30,
1995.

System-Wide  Sales

System-wide  sales, which includes sales from all Company operated restaurants
and  franchised  restaurants, increased by approximately 8.5% to $76.3 million
in  the  current  six  month  period, as compared to $70.4 million in the same
period  last  year, principally reflecting the increase in the total number of
units  in  the system (181 at November 30, 1996 as compared to 168 at November
30,  1995).    Same-store-sales  for  both Company and franchised units in the
system decreased by approximately 2.4% in the current period, and average unit
sales for all restaurants in operation for all of the current six month period
decreased  by  approximately  3.2%  as  compared to average sales for units in
operation  for  all  of  the  prior  year  six  month  period.

Net  Gains  From  Sales  of  Restaurants
The  Company sold/transferred eight of its existing restaurants to franchisees
during  the  current  year six month period.  Gains on the sale of restaurants
are  dependent  on  the Company's basis in and the overall performance of such
units.    Any  gains  realized  are  recorded  as  income  when  the sales are
consummated  and  other conditions are met, including the adequacy of the down
payment  and  the  completion  by  the  Company  of  its obligations under the
contracts.  Total gains recognized in the current six month period amounted to
$657,000,  as  compared  to  $102,000  in  the  prior  year six month period. 
Although the Company intends to sell other existing restaurants in the future,
there  can  be  no  assurance  that any such sales will be consummated or that
gains  will  be  realized.

Restaurant  Operating  Costs

Restaurant  operating  costs  increased  to approximately $15.1 million in the
current  six  month  period,  as compared to $13.8 million in the year earlier
period.  Such costs as a percent of restaurant sales increased to 92.2% in the
current  six  month  period,  as compared to 88.9% in the prior year six month
period.  The increase in operating costs was a result of higher labor, cost of
sales,  repairs, and amortization of pre-opening costs, and also reflected the
effect  of  price  discounting  offered  during  the  quarter  in an effort to
stimulate sales and customer traffic and lower unit volumes during the current
six  month  period.

General,  Administrative  and  Franchise  Costs

General,  administrative  and  franchise  costs amounted to approximately $2.8
million  or  14.3%  of  total  revenues  in  the  current six month period, as
compared  to  $3.1  million  or  17.0% of total revenues in the prior year six
month period.  The Company is maintaining strict cost controls in all areas of
its  business  resulting  in  a  reduction  in  administrative costs including
salaries, general marketing and outside legal costs.  The Company expects that
the  amount  of  such costs will continue to decline in the second half of the
fiscal  year as a result of recently implemented corporate streamlining and as
a  number  of  the  current  Company  operated  restaurants  are  franchised.

Depreciation  and  Amortization

Depreciation  and amortization increased to $995,000 in the current six month
period,  as  compared  to  $936,000  in  the  prior  year  six  month  period,
principally  due to higher depreciation associated with certain new and higher
cost  restaurants  that  the  Company  developed  in  the  prior  fiscal year.

Interest  Expense

Interest  expense  increased  to $472,000 in the current six month period, as
compared  to  $362,000  in  the  prior  year  six  month  period,  principally
reflecting  higher debt levels ($8.4 million at November 30, 1996) as compared
to  the  year  earlier  period  ($6.8  million  at  November  30,  1995).

Provision  For  Income  Taxes

A  tax  provision  was not provided for in the current or prior year six month
periods  because of available net operating loss carryforwards (see Note 4. to
the  Consolidated  Financial  Statements).

LIQUIDITY  AND  CAPITAL  RESOURCES
During  the  current six month period, the Company's principal sources of cash
were  from  earnings before depreciation and amortization and gains from sales
of  restaurants  totaling  approximately $562,000, from the repayment of notes
receivable  totaling  approximately  $246,000  and  proceeds  from  sales  of
restaurants  totaling  $650,000.   The Company's principal uses of cash during
the  current  period  were  for  property  additions  and  improvements  of
approximately  $381,000,  scheduled debt repayments of approximately $879,000,
and  a  reduction  in  accounts  payable  and  accrued  liabilities.

Cash  and cash equivalents at November 30, 1996, amounted to $1,943,000 (which
includes  unexpended marketing fund contributions of $647,000), as compared to
$3,103,000  (including $525,000 in unexpended marketing fund contributions) at
the  beginning of the year, and $1.4 million (including $279,000 in unexpended
marketing  fund  contribution)  one  year  ago.    At  November  30, 1996, the
Company's working capital deficiency was $1,793,000, as compared to $1,579,000
at  the  beginning  of the current fiscal year and $2.5 million one year ago. 
The  Company  is  able  to  operate  with a working capital deficiency because
restaurant  operations are conducted primarily on a cash basis, rapid turnover
and  frequent  deliveries  allow  a  limited  investment  in  inventories, and
accounts payable for food, beverages and supplies usually become due after the
receipt  of  cash  from  the  related  sales.

At  November  30,  1996,  the  Company's  assets  include  a non-recourse note
receivable  in  the  amount  of  approximately  $1,270,000  resulting from the
acquisition  of five restaurants in March 1996.  The note, which is secured by
1,325,000 shares of common stock of the Company, was originally due on July 1,
1996  and  has  been extended by the Company to January 31, 1997.  The Company
expects  that the maturity date of the note will be extended for an additional
period  of  up  to  one  year.    Accordingly, the note has been classified as
long-term at November 30, 1996.  At November 30, 1996, the quoted market price
of  the  common  stock  which  has been pledged as collateral for the note was
approximately  $1,284,000.

In  September  1996,  the  Company announced a revision of its growth strategy
which  will  focus  on  expanding  the  restaurant  chain  principally through
franchised  restaurants.    In  addition to continuing to expand its franchise
base  through  new traditional and non-traditional franchised restaurants, the
strategy  also  focuses  on  the  franchising  of  up  to  18  of its existing
Company-operated  restaurants.    During  the first half of the current fiscal
year,  eight  Company-operated restaurants were sold to franchisees.  Although
the  Company  believes  that this new strategic direction will help to improve
its  future  operating  results,  cash  flow,  and  liquidity,  there  are  no
assurances  that  such  plans  will  be successful or that additional sales of
restaurants  will  be  consummated.

In  connection  with the planned sale of many of the existing Company-operated
restaurants,  the  Company  typically  provides  financing  for  the  sale and
leases/sub-leases  the  property  to the franchisee.  Accordingly, the Company
would  be  susceptible  to  default  of  the  note  and lease/sub-lease by the
franchisee.    During  the  first  half  of the current fiscal year, total new
financings provided by the Company to franchisees who acquired the restaurants
from  the  Company  totaled  approximately  $2.1  million.    If  the  sale of
additional restaurants are consummated on terms acceptable to the Company, the
Company's  working  capital  position  and  restaurant  operating  margins are
expected  to improve, royalty and interest income would increase, while at the
same  time  restaurant sales and total Company revenues would decrease.  There
can  be  no  assurances  however  that  any  future sales will be consummated.

In  addition to scheduled debt maturities/repayments during the balance of the
current  fiscal  year  of $660,000, the Company's capital requirements for the
balance of fiscal year 1997 relate primarily to necessary capital improvements
to  existing  restaurants  and  possible further enhancements to corporate and
restaurant  management information systems.  Such expenditures will be made as
required, and will take into consideration the Company's current liquidity and
working  capital  positions  and anticipated future cash flows from operations
and  other  sources.


The  Company expects that competition in the quick-service restaurant industry
will  continue  to  be  intense  and will remain so in the foreseeable future,
resulting  in  continued pressure on sales and margins, and slower development
of  traditional  restaurants  by  franchisees.   Accordingly, emphasis will be
placed  on franchising existing Company restaurants, expanding non-traditional
franchised  restaurants,  improving  operations in all restaurants, developing
new  products,  enhancing the effectiveness of marketing programs, and overall
improvement  and  possible  refinements  to  the  entire  system.

As  of  November  30,  1996, the Miami Subs restaurant system consisted of 181
restaurants,  of  which  125  of  the  restaurants were located in Florida, 53
restaurants  were  located  in  16  other  states,  and three restaurants were
located  in  Ecuador.   Of these restaurants, 28 were Company operated and 153
were franchised.  The Company plans to significantly reduce the current number
of  Company  operated  restaurants  by  selling  up  to  18  of  its  existing
restaurants  to  franchisees,  and  intends to focus on franchise development,
with  the  objective  of expanding the franchise system in existing markets as
well  as nationally and internationally.  In part due to the limited number of
restaurants  located  in  other  states,  the restaurants operating outside of
Florida  have generally not been as successful as the restaurants operating in
Florida.    Additionally,  as  a  result  of  the  current  concentration  of
restaurants  in Florida, the Company and its Florida franchisees could be more
severely  affected  by any adverse economic conditions in Florida than would a
more  geographically  diversified  company.

At  November  30, 1996, franchisees operated 153 of the 181 restaurants in the
system,  and  the  Company  intends  to franchise many of its existing Company
operated  restaurants.  The Company receives royalty and advertising fees from
its  franchised  restaurants,  and also receives lease/sub-lease rental income
from  certain  of  these franchised restaurants.  In addition, the Company has
guaranteed  certain  third  party equipment and real estate leases for certain
franchisees and typically finances the sale of Company-operated restaurants to
franchisees.  Accordingly, the Company's success and future profitability will
be  substantially  dependent  on  the  management  skills  and  success of its
existing  and future franchisees, and expansion of the chain will be dependent
on  the Company's ability to attract qualified franchisees who will be able to
successfully develop and operate restaurants.  Subsidiaries of the Company are
the  prime  lessee  under  various  land  and  building leases for restaurants
operated  by  the  Company and its franchisees.  A Miami Subs restaurant which
was  sub-leased  by  a  Company subsidiary to a former franchisee has recently
closed.    The  lease currently terminates in 2010 and the average annual base
rent  for  the  term  is approximately $97,000.  The Company subsidiary, which
remains  obligated  on  the  master  lease with the landlord, is attempting to
negotiate  an  early  termination  of  the  lease.

Seasonality

The  Company  does  not  expect  seasonality  to  affect  its  operations in a
materially adverse manner.  However, the Company's restaurant sales during its
first and fourth fiscal quarters have historically been higher that its second
and  third  quarters.

Adoption  of  New  Accounting  Standards

In the first quarter of the current fiscal year, the Company adopted Statement
of  Financial  Accounting  Standards  (SFAS)  No.  121,  "Accounting  For  the
Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed Of." 
SFAS  No. 121 in general requires that such impaired assets be written down to
a reduced carrying value.  The adoption of SFAS No. 121 by the Company did not
result  in  a  write  down  of  such  assets.
In  the first quarter of the current fiscal year, the Company adopted SFAS No.
123,  "Accounting  For  Stock  Based  Compensation."   SFAS No. 123 in general
permits  stock  compensation  cost  to  be measured using either the intrinsic
value-based method of accounting prescribed by APB Opinion No. 25, "Accounting
for Stock Issued to Employees," or the fair value-based method of accounting. 
The  Company  elected  to  continue to use the intrinsic value-based method of
accounting  and  accordingly  will  provide the expanded pro forma disclosures
required  by  SFAS  No.  123  in  its  annual  financial  statements.

PART  II.    OTHER  INFORMATION

ITEM  L.    LEGAL  PROCEEDINGS

Reference  is  made  to  Part  I,  Item 3, Legal Proceedings, in the Company's
Annual  Report  on  Form
10-K for the fiscal year ended May 31, 1996 for a description of certain legal
proceedings  involving the Company.  Other than as described below, there have
been  no  material  developments  in  these legal proceedings.  The Company is
vigorously contesting these actions and currently believes the outcome of such
cases  will  not  have  a  material  adverse  effect  on  the  Company.

During  January,  1992,  the Company filed a Petition for Declaratory Judgment
against  the  Murray  Family  Trust/Kenneth  Dash  Partnership ("F/D"), in the
Superior  Court  Northern District of Hillsborough County, New Hampshire.  The
Company  sought  to  dissolve an alleged joint venture between the Company and
F/D  to  develop  Miami  Subs  restaurants  in  New  England.  F/D opposed the
dissolution,  counterclaimed, and sought damages arising from amounts expended
in developing new locations and lost profits from the termination of the joint
venture.    A  bench  trail  was completed in April 1995, and in July 1995 the
court  issued  its  ruling  in  favor of the Company on virtually all of F/D's
counterclaims,  except  that  the  court  denied  the  Company's  petition for
declaratory  judgement  and awarded F/D damages in the amount of $241,000 plus
costs and attorney fees allegedly incurred by the joint venture.  The case was
appealed  by  both  the  Company and F/D, and in November 1996, the appeal was
argued before the New Hampshire Supreme Court.  The Court has not yet rendered
a  ruling  on  the  appeal.

In  March  1992,  a  subsidiary of the Company filed an action for declaratory
relief  against  a third party seeking a determination that a letter of intent
executed  by  Miami  Subs,  Inc.  (n/k/a  B&B  Food  Ventures,  Inc.)  did not
constitute  a  binding  agreement  concerning  the  possible  granting  of  an
exclusive  area for development.  As a result of this lawsuit, the third party
filed  a  separate  lawsuit against the Company in which the plaintiffs allege
they  are  entitled  to  damages  for  breach  of  contract,  fraud,  tortious
inducement  to breach a contract and breach of fiduciary duty arising from the
Company's  alleged  failure  to  grant  the  plaintiffs  an  exclusive  area
development  right.    The  plaintiffs claim compensatory damages in excess of
$20.0  million  and punitive damages in excess of $20.0 million.  Discovery is
substantially completed.  The case has been schedule for trial in August 1997.
 The  Company  believes that it had no obligation to proceed to enter into any
agreements  with  the  plaintiffs  and  is  vigorously  contesting the action.

In  October  1996,  a  lawsuit was filed against the Company (Rafaele Cruz, as
Personal  Representative  of  the  Estate of Miguel Angel Rivera, deceased, v.
Miami  Subs  Corporation,  Broward  County  Circuit  Court, Case No. 96-14900)
seeking  damages  in  excess  of  $15,000  relating  to  an  incident  at  a
Company-operated  restaurant.    In addition, there have been inquiries of the
Company  by  counsel  representing  a party in a separate incident involving a
deceased  patron of a franchised restaurant.  The Company expects that both of
these  matters  will  be  handled  by  its  insurance  carrier.

ITEM  2.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The  Annual  Meeting  of  the  Company's shareholders was held on December 12,
1996.  At the meeting the shareholders of the Company voted on the election of
directors  of  the  Company  and  ratification of the appointment of KPMG Peat
Marwick,  LLP as the Company's independent auditors for the fiscal year ending
May  31,  1997.

Set  forth  below  is  a table which indicates the number of votes cast for or
against,  as  well  as  the  number of abstentions with respect to each of the
above  matters.
<TABLE>
<CAPTION>



                           FOR      AGAINST  ABSTAINED
                        ----------  -------  ---------
<S>                     <C>         <C>      <C>

Proposal I:
Election of Directors:
Thomas J. Russo         21,312,969  476,675  N/A
Gus Boulis              21,298,569  491,075  N/A
Richard U. Jelinek      21,311,894  477,750  N/A
Greg Karan              21,304,994  484,650  N/A
Francis P. Lucier       21,314,794  474,850  N/A
William L. Paternotte   21,312,394  477,250  N/A
Joseph Zappala          21,312,099  477,545  N/A

Proposal II:
Ratification of the
Appointment of the
Company's Auditors      21,524,845  173,035     91,764

</TABLE>



N/A  -  not  applicable

ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)        Exhibits.

          NONE

(b)        Reports  on  Form  8-K

     NONE



                                   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.



                                           MIAMI SUBS CORPORATION



Date:  January 13, 1997                    By: /s/ Jerry W. Woda
                                               JERRY W. WODA
                                               Senior Vice President,
                                               Chief Financial Officer, and
                                               Pricipal Accounting Officer