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,  1997
                                                  -------------------

                                       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 7,  1998
          -----                                -------------------------------
 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                                                                                         1997           1997
----------------------------------------------------------------------------------------  --------------  ------------
<S>                                                                                       <C>             <C>
CURRENT ASSETS
Cash and cash equivalents (including unexpended marketing fund contributions of. . . . .  $   2,989,000   $ 2,940,000 
  $951,000 and $683,000, respectively)
Notes and accounts receivable (net of allowances for uncollectible accounts of $244,000.      1,831,000     2,000,000 
  and $289,000, respectively)
Food and supplies inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        180,000       192,000 
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        168,000       191,000 
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5,168,000     5,323,000 

Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7,901,000     8,073,000 
Property and equipment - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11,224,000    11,500,000 
Intangible assets - net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6,921,000     7,128,000 
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        426,000       457,000 

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  31,640,000   $32,481,000 

LIABILITIES AND SHAREHOLDERS' EQUITY
----------------------------------------------------------------------------------------                              
CURRENT LIABILITIES
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . .  $   4,587,000   $ 4,737,000 
Current portion of notes payable and capitalized lease obligations . . . . . . . . . . .      1,243,000     1,706,000 
Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5,830,000     6,443,000 

Long-term portion of notes payable and capitalized lease obligations . . . . . . . . . .      6,070,000     6,288,000 
Deferred franchise fees and other deferred income. . . . . . . . . . . . . . . . . . . .      1,806,000     2,088,000 
Accrued liabilities and other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,159,000     2,154,000 

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock, $.01 par value; authorized 50,000,000 shares; 28,244,340
  shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        283,000       283,000 
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24,565,000    24,565,000 
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (7,466,000)   (7,733,000)
                                                                                             17,382,000    17,115,000 
Note receivable from sale of stock . . . . . . . . . . . . . . . . . . . . . . . . . . .       (563,000)     (563,000)
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (1,044,000)   (1,044,000)
Total Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15,775,000    15,508,000 

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  31,640,000   $32,481,000 
----------------------------------------------------------------------------------------  --------------  ------------

</TABLE>



See  accompanying  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>


                                               MIAMI SUBS CORPORATION
                                          CONSOLIDATED STATEMENTS OF INCOME
                                                     (UNAUDITED)


                                                                            Three Months Ended   Three Months Ended
                                                                               November 30,         November 30,
REVENUES                                                                           1997                 1996
--------------------------------------------------------------------------  -------------------  -------------------
<S>                                                                         <C>                  <C>
Restaurant sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         4,354,000  $         7,369,000
Revenues from franchised restaurants . . . . . . . . . . . . . . . . . . .            1,215,000            1,088,000
Net gain from sales of restaurants . . . . . . . . . . . . . . . . . . . .                5,000              484,000
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              190,000              140,000
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               83,000               38,000
                                                                            -------------------  -------------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            5,847,000            9,119,000
                                                                            -------------------  -------------------

EXPENSES
--------------------------------------------------------------------------                                          
Restaurant operating costs (including lease costs paid to Kavala, Inc. of
  $42,000 and $29,000, respectively) . . . . . . . . . . . . . . . . . . .            4,251,000            6,902,000
General, administrative and franchise costs. . . . . . . . . . . . . . . .              819,000            1,351,000
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . .              361,000              480,000
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              198,000              229,000
                                                                            -------------------  -------------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            5,629,000            8,962,000
                                                                            -------------------  -------------------

Income before provision for income taxes . . . . . . . . . . . . . . . . .              218,000              157,000
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . .               76,000                    -
                                                                            -------------------  -------------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           142,000  $           157,000
                                                                            -------------------  -------------------

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

Weighted average number of common share and common share
  equivalents outstanding. . . . . . . . . . . . . . . . . . . . . . . . .           27,119,000           28,249,000
                                                                            ===================  ===================



</TABLE>









See  accompanying  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>


                                             MIAMI SUBS CORPORATION
                                        CONSOLIDATED STATEMENTS OF INCOME
                                                   (UNAUDITED)


                                                                            Six Months Ended   Six Months Ended
                                                                              November 30,       November 30,
REVENUES                                                                          1997               1996
--------------------------------------------------------------------------  -----------------  -----------------
<S>                                                                         <C>                <C>
Restaurant sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       9,132,000  $      16,422,000
Revenues from franchised restaurants . . . . . . . . . . . . . . . . . . .          2,355,000          2,220,000
Net gain from sales of restaurants . . . . . . . . . . . . . . . . . . . .             16,000            657,000
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            387,000            256,000
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            175,000             99,000
                                                                            -----------------  -----------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12,065,000         19,654,000
                                                                            -----------------  -----------------

EXPENSES
--------------------------------------------------------------------------                                      
Restaurant operating costs (including lease costs paid to Kavala, Inc. of
  $83,000 and $70,000, respectively) . . . . . . . . . . . . . . . . . . .          8,801,000         15,145,000
General, administrative and franchise costs. . . . . . . . . . . . . . . .          1,719,000          2,818,000
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . .            729,000            995,000
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            406,000            472,000
                                                                            -----------------  -----------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         11,655,000         19,430,000
                                                                            -----------------  -----------------

Income before provision for income taxes . . . . . . . . . . . . . . . . .            410,000            224,000
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . .            143,000                  -
                                                                            -----------------  -----------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         267,000  $         224,000
                                                                            =================  =================

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

Weighted average number of common share and common share
  equivalents outstanding. . . . . . . . . . . . . . . . . . . . . . . . .         27,119,000         28,250,000
                                                                            =================  =================



</TABLE>









See  accompanying  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

                                                MIAMI SUBS CORPORATION
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)




                                                                                Six Months Ended    Six Months Ended
                                                                                  November 30,        November 30,
OPERATING ACTIVITIES:                                                                 1997                1996
                                                                               ------------------  ------------------
<S>                                                                            <C>                 <C>
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         267,000   $         224,000 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .            510,000             762,000 
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . .            219,000             233,000 
Net gain from sales of restaurants. . . . . . . . . . . . . . . . . . . . . .            (16,000)           (657,000)
Changes in assets and liabilities:
(Increase) in accounts receivable . . . . . . . . . . . . . . . . . . . . . .           (316,000)           (635,000)
Decrease in food and supplies inventories . . . . . . . . . . . . . . . . . .             12,000              74,000 
Decrease (increase) in other current assets . . . . . . . . . . . . . . . . .             23,000             (17,000)
Decrease in other assets. . . . . . . . . . . . . . . . . . . . . . . . . . .             19,000              53,000 
(Decrease) in accounts payable and accrued liabilities. . . . . . . . . . . .           (150,000)           (627,000)
(Decrease) in deferred fees and accrued liabilities . . . . . . . . . . . . .           (257,000)           (206,000)
Net Cash Provided By (Used For) Operating Activities. . . . . . . . . . . . .            311,000            (796,000)

INVESTMENT ACTIVITIES:
Purchase of property and equipment. . . . . . . . . . . . . . . . . . . . . .           (171,000)           (381,000)
Proceeds from sales of restaurants. . . . . . . . . . . . . . . . . . . . . .             20,000             650,000 
Payments received on notes receivable . . . . . . . . . . . . . . . . . . . .            570,000             246,000 
Cash Provided By Investment Activities. . . . . . . . . . . . . . . . . . . .            419,000             515,000 

FINANCING ACTIVITIES:
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (681,000)           (879,000)
Cash (Used For) Financing Activities. . . . . . . . . . . . . . . . . . . . .           (681,000)           (879,000)

INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . . . . . . . . .             49,000          (1,160,000)

CASH AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . .          2,940,000           3,103,000 

CASH AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       2,989,000   $       1,943,000 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         407,000   $         474,000 
=============================================================================  ==================  ==================
Loans to franchisees in connection with sales of restaurants. . . . . . . . .  $         345,000   $       2,067,000 
=============================================================================  ==================  ==================
Acquisition of restaurants in exchange for notes receivable . . . . . . . . .  $         432,000 
=============================================================================  ==================  ==================

</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,  1997.

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

2.          REVENUES  FROM  FRANCHISED  RESTAURANTS

     Revenues  from  franchised  restaurants  consist  of  the  following:
<TABLE>
<CAPTION>



                                         Three Months Ended   Three Months Ended
                                            November 30,         November 30,
                                                1997                 1996
                                         -------------------  -------------------
<S>                                      <C>                  <C>
Royalties . . . . . . . . . . . . . . .  $           885,000  $           915,000
Franchise and development fees. . . . .               94,000              137,000
Sublease rental income (net). . . . . .               46,000               36,000
Cancellation of development agreements.              190,000                    -
                                         -------------------  -------------------
Total . . . . . . . . . . . . . . . . .  $         1,215,000  $         1,088,000
---------------------------------------  ===================  ===================

</TABLE>



<TABLE>
<CAPTION>




                                         Six Months Ended   Six Months Ended
                                           November 30,       November 30,
                                               1997               1996
                                         -----------------  -----------------
<S>                                      <C>                <C>
Royalties . . . . . . . . . . . . . . .  $       1,807,000  $       1,900,000
Franchise and development fees. . . . .            246,000            253,000
Sublease rental income (net). . . . . .            112,000             67,000
Cancellation of development agreements.            190,000                  -
                                         -----------------  -----------------
Total . . . . . . . . . . . . . . . . .  $       2,355,000  $       2,220,000
                                         =================  =================



</TABLE>



3.                    NOTES  AND  ACCOUNTS  RECEIVABLE

          Notes  and  accounts  receivable  consist  of  the  following:
<TABLE>
<CAPTION>



                                                       November 30,     May 31,
                                                           1997           1997
                                                      --------------  ------------
<S>                                                   <C>             <C>
Notes receivable . . . . . . . . . . . . . . . . . .  $   8,886,000   $ 9,437,000 
Royalties and other receivables due from franchisees      1,025,000       867,000 
Other. . . . . . . . . . . . . . . . . . . . . . . .         65,000        58,000 
                                                      --------------  ------------
Total. . . . . . . . . . . . . . . . . . . . . . . .      9,976,000    10,362,000 
Less allowance for doubtful accounts . . . . . . . .       (244,000)     (289,000)
                                                      --------------  ------------
                                                          9,732,000    10,073,000 
Less notes receivable due after one year . . . . . .     (7,901,000)   (8,073,000)
                                                      --------------  ------------
Notes and accounts receivable-current portion. . . .  $   1,831,000   $ 2,000,000 
====================================================  ==============  ============

</TABLE>



Notes  receivable  principally  result  from sales of restaurant businesses to
franchisees  and  are generally guaranteed by the purchaser and collateralized
by  the restaurant businesses and assets sold.  The notes are generally due in
monthly  installments  of  principal and interest, with interest rates ranging
principally  between  8%  and  12%.

     4.          INCOME  TAXES

The  Company's  federal income tax returns for fiscal years 1991 through 1996,
inclusive,  have been examined by the Internal Revenue Service and the IRS has
issued reports for such years reflecting substantial adjustments to previously
filed  tax  returns.    The Company, through its outside counsel, has appealed
many  of  the  proposed  adjustments.  If the Company is not successful in its
appeal,  the  Company's  net  operating loss carryovers would be substantially
absorbed  by  the  proposed  adjustments and significant amounts of additional
taxes  and  penalties  would  be  due.   The Company is unable at this time to
determine  the  ultimate  potential  impact of the proposed adjustments on the
carryovers  and  on  its  overall  tax  liability.

5.          STOCK  OPTIONS  AND  WARRANTS

At  May  31,  1997,  there  were 4,416,700 stock options outstanding under the
Company's  stock  option plan, of which 2,362,500 of such options subsequently
expired.    There  are currently 2,638,200 options outstanding under the plan.
As  a  result  of  a  repricing of certain options to current market value and
grants  of  584,000  new  options during June 1997, 2,055,500 of the currently
outstanding  options  are  exercisable at prices between $ .59 and   $ .75 per
share  (average exercise price of $ .747 per share), and the remaining options
outstanding  under  the plan are exercisable at prices between $2.00 and $3.00
per share (average exercise price of $2.40 per share).  In addition to options
outstanding  under the plan, there are 509,600 additional warrants and options
outstanding  which are exercisable at prices between $2.00 and $6.00 per share
(average  exercise  price  $2.91  per  share).



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

INTRODUCTION
------------

The  Company's  revenues  are derived principally from operating, franchising,
and  financing Miami Subs restaurants.  Franchise revenues consist principally
of  initial  franchise  fees  and  area  development  fees,  royalty fees, and
sublease  rental income, which is presented in the financial statements net of
direct lease expenses.  In the normal course of its business, the Company also
derives  income  from  the  sale  of  restaurants to franchisees, and interest
income  from  financing  the  sale  of  restaurants  to  franchisees.

Restaurant  operating  costs  include  food and paper costs, direct restaurant
labor  and  benefits,  marketing  fees  and  costs, and all other direct costs
associated  with operating the Company's restaurants.  General, administrative
and  franchise  costs  relate  both  to  Company  operated 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 and sales volumes
of  franchised  restaurants.   Initial franchise fees and any gain on sales of
restaurants  are  directly  affected  by  the  number of restaurants opened by
franchisees,  and  the  number,  price and cost of Company restaurants sold to
franchisees  during  the  period.

Since  the  first  quarter  of the prior year, the Company has embarked upon a
strategy  aimed at expanding its franchise system, which has included the sale
to  franchisees  of  many  Company-operated  restaurants.  As a result of this
strategy,  the  Company has reduced the number of Company operated restaurants
from 28 at November 30, 1996, to 15 at November 30, 1997.  As a result of this
conversion  from  Company  to  franchise  operations, the Company's restaurant
sales  and  total  revenues  have  declined  significantly from prior periods.

In  order  to  supplement its growth of traditional free-standing restaurants,
the  Company  has  continued  to  focus  growth on franchising non-traditional
restaurants.    Such  restaurants  are  typically  smaller  and less costly to
develop  then  the  traditional  free-standing restaurants, and sales at these
non-traditional  restaurants  are  typically  less  than  those of traditional
restaurants.    During  the  six  months  ended  November  30,  1997,  9  new
non-traditional  restaurants  were  opened by franchisees, and at November 30,
1997,  there  were  30  non-traditional  restaurants  in  the  system.

Although  the  Company  has  recently  achieved  a level of profitability, the
Company's  ability  to  sustain  profitability in the future will, among other
factors,  be  dependent  on  improvement  of  sales  and  operating margins in
existing  Company  and  franchised  restaurants,  sustaining and improving the
collection  of  royalty  fees, note payments, and lease obligations due to the
Company  from  franchisees,  successful  expansion  of its franchise base, its
ability  to  control  future  operating costs, and the successful operation of
existing  and  new  restaurants  on  a  profitable  basis.

The  Company's  fiscal year ends on May 31.  The results of operations for the
three and six months ended November 30, 1997 are not necessarily indicative of
the  results  that  may  be  expected  for  the  Company's  fiscal  year.


During  the  six  months  ended  November  30, 1997, 13 franchised restaurants
opened  (of  which  9  were  non-traditional  restaurants), and six franchised
restaurants  and  one  Company  restaurant  closed.   In addition, the Company
sold/transferred  three  Company-operated  restaurants  to  franchisees,  and
reacquired two restaurants from former franchisees in exchange for outstanding
notes  payable  to  the  Company.    At  November  30,  1997,  there  were 193
restaurants  in  the system, consisting of 15 Company operated restaurants and
178  franchised restaurants.  At November 30, 1996, there were 181 restaurants
in  the  system,  consisting  of  28  Company  operated  restaurants  and  153
franchised  restaurants.

COMPARISON  OF  THREE  MONTHS  ENDED  NOVEMBER  30,  1997 TO NOVEMBER 30, 1996
------------------------------------------------------------------------------

Total  Revenues
---------------

Principally as a result of the conversion from Company to franchise operations
and  resulting  sales  of  Company  restaurants  to franchisees, total Company
revenues  declined  36%  to  $5.8 million in the second quarter of the current
year,  as  compared  to  $9.1 million in the second quarter of the prior year.

Restaurant  Sales
-----------------

The  Company's  total  restaurant  sales  decreased  approximately 41% to $4.4
million  in the current quarter, as compared to $7.4 million in the prior year
quarter.   The decrease in sales resulted principally from the sale of Company
operated restaurants to franchisees, resulting in a reduction in the number of
Company  operated  restaurants from 28 at November 30, 1996, to 15 at November
30,  1997.

"Same-store-sales"  in  Company  operated  restaurants  (computed  for  those
restaurants  which  have  been  open 18 months or more at the beginning of the
quarter) declined by approximately 4.6% in the current quarter (an improvement
from (6.4)% in the first quarter of the current year).  To address the decline
in  same-store-sales,  average  unit  volumes  and lower guest counts that the
Company's  restaurants  have  been experiencing, and in response to aggressive
advertising and lower pricing of the major fast food chains, in March 1997 the
Company  made  a  strategic  change in its marketing strategy, and revised its
pricing  structure  and  menu.    At  the  same  time,  the Company ceased the
extensive  use of couponing in its restaurants.  The Company also began a test
of  certain  operational  and  marketing  changes to increase guest counts and
become  more  competitive  on price points with other fast-food operators, and
began  a  system-wide program to bring all restaurants up to current standards
and  image.    During  this test period, system-wide advertising and marketing
activities  were  placed  on  hold.    The  Company's initiatives to date have
included  an  integrated program to address image improvements to restaurants,
crew  and  manager  training  and  retraining,  sales  and  customer  service
incentives,  an  introduction of new lower-priced products and lower prices on
certain  existing products, and new local-store marketing programs.  Following
the  test  period  and  introduction of the changes to the system, the Company
recommenced  radio and print advertising in August 1997.  As a result of these
changes, many of the Company's restaurants located in its core Florida market,
have  recently  experienced  an  increase  in guest counts and improved sales.
However,  as  a  result of the lower check average resulting from lower priced
products,  overall sales to date, although improved, continue to be lower than
comparable  sales  in the year earlier period.  There can be no assurance that
these  recent  efforts  will  ultimately  be  successful  in  reversing  the
same-store-sales  trends  or  significantly  increasing  unit  volumes.

At  November  30,  1997,  Company operated restaurants were located in Florida
(8);  Texas  (6),  and  New  York (1).  The Company currently plans to sell to
franchisees  up  to  seven  of  these  restaurants.   However, there can be no
assurance  that  any such sales will be consummated at terms acceptable to the
Company.

Revenues  From  Franchised  Restaurants
---------------------------------------

Revenues  from  franchised  restaurants  amounted to $1,215,000 in the current
quarter,  as  compared  to  $1,088,000  in  the  prior  year  quarter.

In  the  current  year's second quarter, six franchised restaurants opened (of
which  three  were  non-traditional restaurants), the Company sold/transferred
one  restaurant  to  a  franchisee,  and  three franchised restaurants closed.
Royalty  income  in  the  current quarter amounted to $885,000, as compared to
$915,000  in  the  prior  year  quarter.    Although  the number of franchised
restaurants  have  increased,  a  decrease  of  approximately  8.0%  in
"same-store-sales"  at  franchised  restaurants  (computed  for  franchised
restaurants  which  have  been  open 18 months or more at the beginning of the
quarter),  lower  average  unit  sales, and the non-payment and non-accrual of
royalty  fees  due  from  franchisees adversely affected royalty income in the
current  quarter.  At November 30, 1997, approximately 21% of franchised units
have  been  granted  a temporary reduction or waiver from paying royalty fees,
and  royalty  fees were not paid or accrued on 17% of certain other franchised
units  due  to  delinquency  in  the  payment  of  royalties  to  the Company.

As  discussed  in "Restaurant Sales" above, by the end of the first quarter of
the  current  year,  the Company had initiated throughout the franchise system
significant and strategic changes to its marketing strategy, pricing structure
and  menu,  and  recommenced  radio  and print advertising in order to improve
guest  counts and unit sales in the restaurants and become more competitive on
price  points  with  other fast-food operators.  Although recent sales results
have  shown  improvement,  overall  franchised sales continue to be lower than
comparable  sales  in the year earlier period.  There can be no assurance that
these recent efforts will ultimately be successful in reversing the same store
sales  trends, increasing unit volumes, or improving restaurant profitability.

Included in franchise fee income in the current quarter was $190,000 resulting
from  the  termination  of  an area development agreement.  No such income was
recognized  in  the  year  earlier  period.

System-Wide  Sales
------------------

System-wide  sales,  which includes sales from Company operated and franchised
restaurants,  amounted  to approximately $35.9 million in the current quarter,
as  compared  to  $36.3  million  in  the prior year quarter.  The decrease in
system-wide  sale  reflects  a  decline in "same store sales" for both Company
operated  and  franchised  restaurants  of  approximately  7.3% in the current
quarter  (an  improvement  from  (10.1)%  in  the first quarter of the current
year), the increased number of non-traditional restaurants in the system which
typically  have  lower  sales  volumes  than  traditional  restaurants,  and
continuation  of  intense  industry-wide  competition  and  aggressive  price
discounting  and  marketing  by  large  national  chains.

As  discussed  in "Restaurant Sales" above, by the end of the first quarter of
the  current year, the Company had initiated throughout the system significant
and  strategic  changes to its marketing strategy, pricing structure and menu,
and  recommenced radio and print advertising in order to improve unit sales in
the  restaurants  and  become  more  competitive  on  price  points with other
fast-food  operators.    Although recent sales results have shown improvement,
overall  system-wide  unit sales continue to be lower than comparable sales in
the  year earlier period.  There can be no assurance that these recent efforts
will  ultimately  be  successful  in  reversing  the  same store sales trends,
increasing  unit  volumes,  or  improving  restaurant  profitability.

Net  Gain  From  Sales  of  Restaurants
---------------------------------------
As  a  part of the Company's strategy to focus future growth and operations in
franchising, the Company sold one restaurant to a franchisee during the second
quarter  of  the  current  year.    Four  Company  restaurants  were  sold  to
franchisees in the year earlier quarter.  Gains on the sale of restaurants are
dependent on the Company's basis in and the overall performance of such units.
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.  Losses on
the  sale  of restaurants are recognized at the time of sale.  At November 30,
1997, total deferred gains from the sales of restaurants amounted to $853,000,
and  notes  receivable from the sale of restaurants totaled approximately $8.7
million.  Although the Company intends to sell other existing Company operated
restaurants  in the future, there can be no assurance that any such sales will
be  consummated  on  terms  acceptable  to  the  Company or that gains will be
realized.

Interest  Income
----------------

In  connection  with  its  strategy  of  focusing  growth  and  operations  in
franchising,  the  Company  has  sold  restaurants to franchisees and provided
financing  for  such  sales.  Principally as a result of the increase in notes
receivable  from  such  sales,  interest  income  increased to $190,000 in the
current  quarter,  as  compared  to $140,000 in the year earlier quarter.  The
Company  currently plans to sell additional restaurants to franchisees, and it
is expected that such sales, when and if consummated, will also be financed by
the  Company.

Restaurant  Operating  Costs
----------------------------

Restaurant  operating  costs  in Company operated restaurants amounted to $4.3
million  or 97.6% of sales in the current quarter, as compared to $6.9 million
or  93.7%  of  sales  in  the  prior year quarter.  The increase in restaurant
operating  costs  as a percent of sales in the current quarter reflects higher
food  and  paper costs as a result of the lower prices currently being offered
in  the  restaurants, higher labor costs as the Company has increased staffing
in  order  to  improve customer service, and also reflects the impact of lower
average  unit  volumes,  especially  in  certain units that are held for sale.

General,  Administrative  and  Franchise  Costs
-----------------------------------------------

General,  administrative  and franchise costs amounted to $819,000 or 14.0% of
total  revenue  in  the  current  quarter,  as  compared to approximately $1.4
million  or  14.8%  of  total  revenue  in  the  prior  year  quarter.

During  the  second  half  of  the  prior year, the Company eliminated certain
administrative  and  support  positions,  implemented  a  reduction  in
office/administration  facilities,  and took other cost control measures which
have  resulted  in an approximate 30% decrease in recurring operating costs as
compared to the year earlier level.  Costs in the current quarter also reflect
certain  non-recurring reductions to expenses totaling approximately $125,000.
The  Company is maintaining strict cost controls in all areas of its business,
and  does  not  currently  expect any significant increases to current levels.

Depreciation  and  Amortization
-------------------------------

Depreciation  and  amortization  decreased  in  the current quarter due to the
reduction  in the number of restaurants operated by the Company in the current
quarter  as  compared  to  the year earlier period.  At November 30, 1997, the
Company  operated 15 restaurants as compared to 28 restaurants at November 30,
1996.
Interest  Expense
-----------------

Interest  expense decreased to $198,000 in the current quarter, as compared to
$229,000  in the prior year quarter, principally reflecting lower average debt
levels  outstanding  in  the  current  quarter.

Provision  for  Income  Taxes
-----------------------------

The  Company's  federal income tax returns for fiscal years 1991 through 1996,
inclusive,  have been examined by the Internal Revenue Service and the IRS has
issued reports for such years reflecting substantial adjustments to previously
filed  tax  returns.    The Company, through its outside counsel, has appealed
many  of  the  proposed  adjustments.  If the Company is not successful in its
appeal,  the  Company's  net  operating loss carryovers would be substantially
absorbed  by  the  proposed  adjustments and significant amounts of additional
taxes  and  penalties would be due.  Due to the possible loss of net operating
loss  carryovers,  the  Company is providing for estimated income taxes on its
current  operating  results.

COMPARISON  OF  SIX  MONTHS  ENDED  NOVEMBER  30,  1997  TO  NOVEMBER 30, 1996
------------------------------------------------------------------------------

Total  Revenues
---------------

Principally as a result of the conversion from Company to franchise operations
and  resulting  sales  of  Company  restaurants  to franchisees, total Company
revenues  declined approximately 39% to $12.1 million in the first half of the
current  year,  as  compared  to  $19.7 million in the first half of the prior
year.

Restaurant  Sales
-----------------

The  Company's  total  restaurant  sales  decreased  approximately 44% to $9.1
million  in  the current six month period, as compared to $16.4 million in the
prior  year six month period.  The decrease in sales resulted principally from
the  sale  of  Company  operated  restaurants  to  franchisees, resulting in a
reduction  in  the  number of Company operated restaurants from 28 at November
30,  1996,  to  15  at  November  30,  1997.

"Same-store-sales"  in  Company  operated  restaurants  (computed  for  those
restaurants  which  have  been  open 18 months or more at the beginning of the
year)  declined  by  approximately 5.0% in the current period.  To address the
decline  in same-store-sales, average unit volumes and lower guest counts that
the  Company's  restaurants  have  been  experiencing,  and  in  response  to
aggressive  advertising  and  lower  pricing of the major fast food chains, in
March  1997 the Company made a strategic change in its marketing strategy, and
revised  its pricing structure and menu.  At the same time, the Company ceased
the  extensive  use of couponing in its restaurants.  The Company also began a
test of certain operational and marketing changes to increase guest counts and
become  more  competitive  on price points with other fast-food operators, and
began  a  system-wide program to bring all restaurants up to current standards
and  image.   During this test period and throughout most of the first quarter
of  the  current  year,  system-wide advertising and marketing activities were
essentially  placed  on hold.  The Company's initiatives to date have included
an  integrated  program to address image improvements to restaurants, crew and
manager  training  and  retraining,  sales and customer service incentives, an
introduction of new lower-priced products and lower prices on certain existing
products,  and  new local-store marketing programs.  Following the test period
and  introduction  of the changes to the system, the Company recommenced radio
and  print  advertising in August 1997.  As a result of these changes, many of
the  Company's  restaurants  located in its core Florida market, have recently
experienced  an  increase  in  guest counts and improved sales.  However, as a
result  of  the  lower  check  average  resulting  from lower priced products,
overall  sales  to date continue to be lower than comparable sales in the year
earlier  period.    There  can  be no assurance that these recent efforts will
ultimately  be  successful  in  reversing  the  same-store-sales  trends  or
significantly  increasing  unit  volumes.

At  November  30,  1997,  Company operated restaurants were located in Florida
(8);  Texas  (6),  and  New  York (1).  The Company currently plans to sell to
franchisees  up  to  seven  of  these  restaurants.   However, there can be no
assurance  that  any such sales will be consummated at terms acceptable to the
Company.

Revenues  From  Franchised  Restaurants
---------------------------------------

Revenues from franchised restaurants amounted to $2,355,000 in the current six
month  period,  as  compared  to  $2,220,000  in  the  prior  year  period.

In  the  current  six month period, 13 franchised restaurants opened (of which
nine  were  non-traditional restaurants), the Company acquired two restaurants
from  franchisees  and  sold/transferred three restaurants to franchisees, and
six  franchised  restaurants  closed.    Royalty  income in the current period
amounted  to  $1,807,000,  as compared to $1,900,000 in the prior year period.
Although  the  number  of franchised restaurants have increased, a decrease of
approximately  9.3%  in "same-store-sales" at franchised restaurants (computed
for  franchised  restaurants  which  have  been  open 18 months or more at the
beginning  of  the  year), lower average unit sales at franchised restaurants,
and  the  non-payment  and  non-accrual  of  royalty fees due from franchisees
adversely  affected  royalty  income  in  the  current  six  month period.  At
November  30,  1997, approximately 21% of franchised units have been granted a
temporary  reduction or waiver from paying royalty fees, and royalty fees were
not  paid  or  accrued  on  17%  of  certain  other  franchised  units  due to
delinquency  in  the  payment  of  royalties  to  the  Company.

As  discussed  in "Restaurant Sales" above, by the end of the first quarter of
the  current year, the Company had initiated throughout the system significant
and  strategic  changes to its marketing strategy, pricing structure and menu,
and  recommenced  radio and print advertising in order to improve guest counts
and  unit sales in the restaurants and become more competitive on price points
with  other  fast-food  operators.    Although recent sales results have shown
improvement,  overall  franchised  sales  continue to be lower than comparable
sales in the year earlier period.  There can be no assurance that these recent
efforts  will  ultimately  be  successful  in  reversing  the same store sales
trends,  increasing  unit  volumes,  or  improving  restaurant  profitability.

Included  in franchise fee income in the current period was $190,000 resulting
from  the  termination  of  an area development agreement.  No such income was
recognized  in  the  year  earlier  period.

System-Wide  Sales
------------------

System-wide  sales,  which includes sales from Company operated and franchised
restaurants,  amounted to approximately $73.6 million in the current six month
period,  as  compared to $76.3 million in the prior year period.  The decrease
in  system-wide sale reflects a decline in "same store sales" for both Company
operated  and  franchised units of approximately 8.9% in the current six month
period,  the  increased  number  of  non-traditional restaurants in the system
which  typically  have  lower  sales volumes than traditional restaurants, and
continuation  of  intense  industry-wide  competition  and  aggressive  price
discounting  and  marketing  by  large  national  chains.

As  discussed  in "Restaurant Sales" above, by the end of the first quarter of
the  current year, the Company had initiated throughout the system significant
and  strategic  changes to its marketing strategy, pricing structure and menu,
and  recommenced radio and print advertising in order to improve unit sales in
the  restaurants  and  become  more  competitive  on  price  points with other
fast-food  operators.    Although recent sales results have shown improvement,
overall  system-wide  unit sales continue to be lower than comparable sales in
the  year earlier period.  There can be no assurance that these recent efforts
will  ultimately  be  successful  in  reversing  the  same store sales trends,
increasing  unit  volumes,  or  improving  restaurant  profitability.

Net  Gain  From  Sales  of  Restaurants
---------------------------------------

As  a  part  of  the  Company's  current  strategy  to focus future growth and
operations  in  franchising, the Company sold/transferred three restaurants to
franchisees  during  the  current six month period.  Eight Company restaurants
were  sold  to  franchisees  in the year earlier period.  Gains on the sale of
restaurants  are  dependent  on  the  Company's  basis  in  and  the  overall
performance  of  such  units.   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.   Losses on the sale of restaurants are recognized at the time
of  sale.    At  November  30,  1997,  total  deferred gains from the sales of
restaurants  amounted  to  $853,000,  and  notes  receivable  from the sale of
restaurants  totaled approximately $8.7 million.  Although the Company intends
to  sell  other existing Company operated restaurants in the future, there can
be no assurance that any such sales will be consummated on terms acceptable to
the  Company  or  that  gains  will  be  realized.

Interest  Income
----------------

In  connection  with  its  strategy  of  focusing  growth  and  operations  in
franchising,  the  Company  has  sold  restaurants to franchisees and provided
financing  for  such  sales.  Principally as a result of the increase in notes
receivable  from  such  sales,  interest  income  increased to $387,000 in the
current  six month period, as compared to $256,000 in the year earlier period.
The Company currently plans to sell additional restaurants to franchisees, and
it is expected that such sales, when and if consummated, will also be financed
by  the  Company.

Restaurant  Operating  Costs
----------------------------

Restaurant  operating  costs  in Company operated restaurants amounted to $8.8
million  or  96.4%  of  sales  in the current six month period, as compared to
$15.1  million  or  92.2%  of sales in the prior year period.  The increase in
restaurant  operating  costs  as  a  percent  of  sales  in the current period
reflects higher food and paper costs as a result of the lower prices currently
being  offered  in  the  restaurants,  higher  labor  costs as the Company has
increased staffing in order to improve customer service, and also reflects the
impact  of  lower  average  unit volumes, especially in certain units that are
held  for  sale.

General,  Administrative  and  Franchise  Costs
-----------------------------------------------

General, administrative and franchise costs amounted to $1,719,000 or 14.2% of
total  revenue  in  the current six month period, as compared to approximately
$2,818,000  or  14.3%  of  total  revenue  in  the  prior  year  period.

During  the  second  half  of  the  prior year, the Company eliminated certain
administrative  and  support  positions,  implemented  a  reduction  in
office/administration  facilities,  and took other cost control measures which
have  resulted  in an approximate 35% decrease in recurring operating costs as
compared  to the year earlier level.  Costs in the current period also reflect
certain  non-recurring reductions to expenses totaling approximately $125,000.
The  Company is maintaining strict cost controls in all areas of its business,
and  does  not  currently  expect any significant increases to current levels.

Depreciation  and  Amortization
-------------------------------

Depreciation and amortization decreased in the current six month period due to
the  reduction  in  the  number  of restaurants operated by the Company in the
current  period as compared to the year earlier period.  At November 30, 1997,
the  Company operated 15 restaurants as compared to 28 restaurants at November
30,  1996.

Interest  Expense
-----------------

Interest  expense  decreased  to  $406,000 in the current six month period, as
compared  to  $472,000  in the prior year period, principally reflecting lower
average  debt  levels  outstanding  in  the  current  period.

Provision  for  Income  Taxes
-----------------------------

The  Company's  federal income tax returns for fiscal years 1991 through 1996,
inclusive,  have been examined by the Internal Revenue Service and the IRS has
issued reports for such years reflecting substantial adjustments to previously
filed  tax  returns.    The Company, through its outside counsel, has appealed
many  of  the  proposed  adjustments.  If the Company is not successful in its
appeal,  the  Company's  net  operating loss carryovers would be substantially
absorbed  by  the  proposed  adjustments and significant amounts of additional
taxes  and  penalties would be due.  Due to the possible loss of net operating
loss  carryovers,  the  Company is providing for estimated income taxes on its
current  operating  results.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

During  the first half of the current year, the Company's principal sources of
cash  were  from  principal payments received on notes receivable of $570,000,
and from operating activities totaling $311,000.  The Company's principal uses
of cash in the current six month period were for scheduled debt repayments and
payoffs  of  $681,000,  and property renovations and improvements of $171,000.
Cash  and cash equivalents at November 30, 1997, amounted to $2,989,000 (which
includes  unexpended marketing fund contributions of $951,000), as compared to
$2,940,000  (including $683,000 in unexpended marketing fund contributions) at
May  31, 1997, and $1,943,000 (including $647,000 in unexpended marketing fund
contributions)  at  November  30,  1996.   At November 30, 1997, the Company's
working  capital deficiency was $662,000, as compared to $1,120,000 at May 31,
1997,  and $1,793,000 one year ago.  The Company has been 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.

Due  to  the  high  cost  of  suitable  real  estate  and  sites,  the intense
competition  in  the  industry,  and  the  Company's  strategy  of focusing on
franchising,  the  Company  does  not  currently  plan  to develop new Company
restaurants  in  fiscal year 1998.  Accordingly, in addition to scheduled debt
maturities/repayments  for  the remainder of fiscal year 1998 of approximately
$642,000,  the  Company's  capital requirements for the balance of the current
fiscal  year relate primarily to necessary or required capital improvements to
existing  restaurants  and  certain  enhancements  to corporate and restaurant
management  information  systems.    Such capital expenditures will be made as
required, and will take into consideration the Company's current liquidity and
working  capital  positions,  as  well  as  anticipated future cash flows from
operations  and  other  sources.

In  connection  with  its  strategy  of  focusing future growth in franchising
restaurants,  the  Company  has  sold  restaurants to franchisees and provided
financing  for  such  sales.    Total notes receivable, which amounted to $8.9
million  at  November  30, 1997 (of which approximately $985,000 is due within
one  year),  principally  consist  of  notes  arising  from  the  sale  of  39
restaurants  to  franchisees.  Nine of these notes were delinquent at November
30,  1997, and during the current six month period, the Company reacquired two
restaurants  from  former  franchisees  in  exchange for notes receivable.  In
certain  cases,  the  Company has instituted proceedings for the collection of
such delinquent notes, which may result in the reacquisition of the restaurant
by the Company.  The Company currently plans to sell additional restaurants to
franchisees, and it is expected that such sales, when and if consummated, will
also  be  financed  by  the  Company.

As  a  result  of  fewer  restaurants operated by the Company and a decline in
same-store-sales,  the Company's total revenues declined by 36% and 39% in the
current  quarter  and six month periods, respectively, as compared to the year
earlier  periods.    The  Company currently plans to sell to franchisees up to
seven  of  the  restaurants  that  it  operated  at November 30, 1997.  If the
Company  consummates the sale of additional planned restaurants, the Company's
future  total  revenues  would  decline.

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 restaurant operating profit.
Accordingly,  continued emphasis will be placed on franchising non-traditional
restaurants  and  certain of the Company's existing restaurants, improving the
performance  of  Company  and franchised restaurants, developing new products,
enhancing the effectiveness of marketing programs, and overall improvement and
possible  refinements  to the entire system.  The Company's ability to sustain
profitability  and improve cash flow and liquidity, will, among other factors,
be dependent on improvement of sales and operating margins in existing Company
and franchised restaurants, sustaining and improving the collection of royalty
fees,  note  payments,  and  lease  obligations  due  to  the  Company  from
franchisees,  successful  expansion  of  its  franchise  base,  its ability to
control  future  operating costs, and the successful operation of existing and
new  restaurants  on  a  profitable  basis.

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.

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, 1997 for a description of certain
pending   legal   matters   involving   the  Company.  Other than as described
below, there  have  been no material  developments in the other legal  matters
since May 31,  1997.

In  November  1996,  an  appeal  was  argued  before  the Supreme Court of New
Hampshire following a bench trial and ruling in July 1995 that the Company had
breached its fiduciary duty to a partnership resulting in the award of damages
to  the  partnership  in  the  amount of $241,000 plus costs and attorney fees
(case  number  91-E1077  filed  in  the  Superior  Court  Northern District of
Hillsborough  County, New Hampshire).  On December 30, 1997, the Supreme Court
issued  its opinion on the appeal ruling in favor of the Company, vacating the
damage  award  against  the  Company,  and  remanding  to  a trial court for a
determination  of damages, if any, for the alleged breach of fiduciary duty to
the  partnership.    The  Supreme  Court  also reversed the award of costs and
attorney  fees.

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  7,  1998                     By: /s/  Jerry  W.  Woda
       -----------------                         --------------------
                                                 JERRY  W.  WODA
                                                 Senior  Vice  President,
                                                 Chief Financial  Officer,  and
                                                 Principal Accounting  Officer