FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



For the Quarterly Period Ended October 5, 1996


Commission File Number 0-19315


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


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


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


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


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


                                             Yes [X] No


On November 18, 1996,  8,761,428  shares of the  registrant's  Common Stock were
outstanding.


<PAGE>
                                BERTUCCI'S, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS






                                                                           PAGE
PART I: FINANCIAL INFORMATION

        Item 1.  Financial Statements:
                 1)   Consolidated Condensed Balance Sheets
                      October 5, 1996, and December 30, 1995                  4

                 2)   Consolidated Condensed Statements of Operations
                      For Twelve Weeks And Forty Weeks Ended
                      October 5, 1996, and October 7, 1995                    5

                 3)   Consolidated Condensed Statements of Shareholders'
                      Equity For The Forty-Week Period Ended
                      October 5, 1996                                         6

                 4)   Consolidated Condensed Statements of Cash
                      Flows  -  Forty Weeks Ended October 5, 1996,
                      and October 7, 1995                                     7

                 5)   Notes to Consolidated Condensed Financial
                      Statements                                              8

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


PART II:       OTHER INFORMATION                                             13


<PAGE>
                          PART I: FINANCIAL INFORMATION


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

<TABLE>
<CAPTION>

                                                     October 5,           December 30,
                                                        1996                  1995
                                                  ----------------------------------------
                                                              (in thousands)
                                         ASSETS
<S>                                               <C>                   <C>
CURRENT ASSETS:
     Cash and cash equivalents                    $         1,694       $         1,384
     Inventories                                              997                   951
     Accounts receivable                                      200                   154
     Note receivable                                           70                    70
     Prepaid expenses                                         464                   366
     Deferred preopening costs                                666                   818
     Prepaid taxes                                            758                   758
                                                  ----------------      ----------------
          Total current assets                              4,849                 4,501
                                                  ----------------      ----------------

PROPERTY AND EQUIPMENT, at cost:
     Land                                                   2,902                 2,902
     Buildings                                             10,350                10,324
     Leasehold improvements                                71,689                69,028
     Machinery and equipment                               35,671                32,274
     Construction in progress                                 403                 1,216
     Equipment under capital lease                            164                   164
                                                  ----------------      ----------------
                                                          121,179               115,908
     Less - Accumulated depreciation                       29,151                26,048
                                                  ----------------      ----------------
          Net property and equipment                       92,028                89,860
                                                  ----------------      ----------------
PREPAID TAXES                                               2,405                 2,405
OTHER ASSETS                                                1,797                 2,172
                                                  ----------------      ----------------
                                                  $       101,079       $        98,938
                                                  ================      ================

                          LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Notes payable-current                        $            25       $            25
     Accounts payable                                       2,932                 4,243
     Accrued expenses                                         892                   513
     Accrued restaurant closing expense                       751                 1,539
     Accrued payroll and employee benefits                  2,640                 2,419
     Accrued taxes                                          2,121                 1,019
                                                  ----------------      ----------------
         Total current liabilities                          9,361                 9,758
DEFERRED RENT                                               5,990                 5,575
NOTES PAYABLE                                                  50                    75
LONG-TERM DEBT                                             19,438                19,438
SHAREHOLDERS' EQUITY:
     Preferred stock, $.01 par value -
      Authorized - 200,000 shares, none issued                  -                     -
     Common stock, $.005 par value -
      Authorized - 15,000,000 shares
     Issued and outstanding -
      8,728,442 shares at December 30, 1995 and
      8,752,928 shares at October 5, 1996                      44                    44
     Additional paid-in capital                            44,742                44,620
     Retained earnings                                     21,454                19,428
                                                  ----------------       ---------------
           Total shareholders' equity                      66,240                64,092
                                                  ----------------      ----------------
                                                  $       101,079       $        98,938
                                                  ================      ================
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
     financial statements.


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

                                                    12 Weeks Ended                        40 Weeks Ended
                                            ----------------------------------   ----------------------------------
                                              October 5,        October 7,          October 5,       October 7,
                                                 1996              1995                1996             1995
                                            --------------   ---------------     ---------------   --------------
                                                            (in thousands, except per share data)

<S>                                         <C>              <C>                 <C>               <C>          
NET SALES                                   $      29,549    $       28,211      $       98,043    $      92,178
                                            --------------   ---------------     ---------------   --------------

COSTS AND EXPENSES:
     Cost of sales                                  7,538             7,240              24,925           23,569
     Operating expenses                            15,195            14,351              50,920           46,057
     General and administrative expenses            1,683             1,673               5,938            6,344
     Depreciation and amortization                  2,074             2,173               6,829            7,147
     Taxes other than income                        1,516             1,474               5,184            4,922
                                            --------------   ---------------     ---------------   --------------
          Total costs and expenses                 28,006            26,911              93,796           88,039
                                            --------------   ---------------     ---------------   --------------
          Operating income                          1,543             1,300               4,247            4,139
INTEREST EXPENSE, net                                 279               317               1,020              932
INTEREST INCOME                                         3                 5                  13               18
                                            --------------   ---------------     ---------------   --------------
          Income before income tax expense          1,267               988               3,240            3,225
INCOME TAX EXPENSE                                    475               378               1,214            1,188
                                            --------------   ---------------     ---------------   --------------
          Net income                        $         792    $          610      $        2,026    $       2,037
                                            ==============   ===============     ===============   ==============

WEIGHTED AVERAGE SHARES
 OUTSTANDING                                    8,860,253         8,848,273           8,883,798        8,877,257
                                            ==============   ===============     ===============   ==============

EARNINGS PER SHARE                          $        0.09    $         0.07      $         0.23    $        0.23
                                            ==============   ===============     ===============   ==============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
     financial statements.


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

<TABLE>
<CAPTION>
                                                
                                      Common Stock          Additional
                                  ----------------------     Paid-In      Retained      Shareholders'
                                   Shares         Par        Capital      Earnings      Equity
                                  ---------   ----------     --------     ---------   ------------
                                                          (in thousands)

<S>                                  <C>      <C>          <C>          <C>           <C>
BALANCE, December 30, 1995           8,728    $      44    $  44,620    $   19,428    $  64,092
     Issuance of stock                  25            -          122             -          122
     Net income                          -            -            -         2,026        2,026
                                  ---------   ----------   ----------   -----------   ----------

BALANCE, October 5, 1996             8,753    $      44    $  44,742    $   21,454    $  66,240
                                  =========   ==========   ==========   ===========   ==========
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
     financial statements.


<PAGE>
                                BERTUCCI'S, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                     Forty Weeks Ended
                                                                            -------------------------------------
                                                                               October 5,          October 7,
                                                                                  1996                1995
                                                                            ---------------     -----------------
                                                                                       (in thousands)

<S>                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                             $       2,026       $       2,037
     Adjustments to reconcile net income to net cash provided by
      operating activities
        Depreciation and amortization                                               7,041               7,320
        Increase in inventories                                                       (46)               (138)
        (Increase) decrease in prepaid expenses and accounts receivable,
           notes receivable and other assets                                          231                (402)
        Decrease in accounts payable                                               (1,311)             (2,222)
        Increase in accrued expenses and deferred rent                                227               1,194
        Increase (decrease) in accrued, deferred and prepaid taxes                  1,102              (1,439)
                                                                            ---------------     ---------------
            Net cash provided by operations                                         9,270               6,350
                                                                            ---------------     ---------------

CASH FLOWS USED FROM INVESTING ACTIVITIES:
     Additions to preopening costs                                                   (982)             (1,088)
     Additions to property and equipment                                           (8,075)            (11,201)
                                                                            ---------------     ---------------
            Net cash used by investing activities                                  (9,057)            (12,289)
                                                                            ---------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock                                                         122                 122
     Proceeds from debt                                                                 -               5,438
     Decrease in notes payable                                                        (25)                (25)
     Exercise of options                                                                -                  10
                                                                            ---------------     ---------------
            Net cash provided by financing activities                                  97               5,545
                                                                            ---------------     ---------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  310                (394)
CASH AND CASH EQUIVALENTS, beginning of period                                      1,384                 750
                                                                            ---------------     ---------------
CASH AND CASH EQUIVALENTS, end of period                                    $       1,694       $         356
                                                                            ===============     ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for ---
            Interest, net of amount capitalized                             $       1,019       $         875
                                                                            ===============     ===============
            Income taxes                                                    $          80       $       1,674
                                                                            ===============     ===============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
     financial statements.


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

                                 October 5, 1996



1.      Basis of Presentation

        In the opinion of management,  the accompanying  consolidated  condensed
financial  statements contain all normal recurring  adjustments  necessary for a
fair presentation.  The results of operations for the twelve-week and forty-week
periods ended October 5, 1996, are not necessarily  indicative of the results to
be expected for the full year.

        The  significant  accounting  policies  followed  by the Company are set
forth in the notes to  Consolidated  Financial  Statements in the Company's 1995
Annual Report and Form 10-K filed with the Securities  and Exchange  Commission.
These  financial  statements  should be read in  conjunction  with the financial
statements included in the 1995 Annual Report and Form 10-K.


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


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

<TABLE>
<CAPTION>

                                                  12 Weeks Ended                     40 Weeks Ended
                                            ---------------------------        ---------------------------
                                            October 5,     October 7,           October 5,    October 7,
                                               1996           1995                 1996          1995
                                            ------------  -------------        -------------  ------------

NET SALES                                        100.0%         100.0%               100.0%        100.0%
                                            ------------  -------------        -------------  ------------

<S>                                                <C>            <C>                  <C>           <C>
COSTS AND EXPENSES:
     Cost of sales                                 25.5           25.7                 25.4          25.6
     Operating expenses                            51.5           50.9                 51.9          49.9
     General and administrative expenses            5.7            5.9                  6.1           6.9
     Depreciation and amortization                  7.0            7.7                  7.0           7.8
     Taxes other than income                        5.1            5.2                  5.3           5.3
                                            ------------  -------------        -------------  ------------
          Total costs and expenses                 94.8           95.4                 95.7          95.5
                                            ------------  -------------        -------------  ------------
          Operating income                          5.2            4.6                  4.3           4.5
INTEREST EXPENSE, net                               0.9            1.1                  1.0           1.0
INTEREST INCOME                                     0.0            0.0                  0.0           0.0
                                            ------------  -------------        -------------  ------------
          Income before income tax expense          4.3            3.5                  3.3           3.5
INCOME TAX EXPENSE                                  1.6            1.3                  1.2           1.3
                                            ------------  -------------        -------------  ------------
          Net income                               2.7%           2.2%                 2.1%          2.2%
                                            ============  =============        =============  ============




NUMBER OF RESTAURANTS:
     Restaurants open at beginning of
      period                                         77             73                   76            67
         Restaurants opened during period             2              1                    6             7
         Restaurants closed during period             0              0                   (3)            0
                                            ------------  -------------        -------------  ------------
     Restaurants open at end of period               79             74                   79            74
</TABLE>



<PAGE>
       Twelve Weeks Ended October 5, 1996, Compared To Twelve Weeks Ended
                                October 7, 1995


        Net sales increased $1.3 million, or 4.7%, to $29.5 million in the third
quarter of fiscal year 1996,  from $28.2  million in the third quarter of fiscal
year 1995.  Comparable  restaurant  sales for the twelve-week  period  decreased
0.45%.  The Company  opened two additional  new  restaurants in the  twelve-week
period ended October 5, 1996.

        Cost of sales, primarily food and beverages, increased from $7.2 million
in the twelve weeks ended October 7, 1995, to $7.5 million in the  corresponding
1996 period.  As a percentage  of net sales,  these costs were 25.7% in the 1995
fiscal period, and 25.5% in the corresponding 1996 fiscal period. The percentage
decrease  was the result of more  efficient  operations.  The price of flour and
cheese remained high throughout the period.

        Restaurant  operating expenses for the twelve-week period increased from
$14.4 million in fiscal year 1995, to $15.2 million for the corresponding period
in fiscal year 1996. As a percentage of net sales,  operating expenses increased
from 50.9%  during the twelve weeks ended  October 7, 1995,  to 51.5% during the
corresponding  period in 1996.  The  increase  was the result of higher  payroll
costs.

        General and administrative  expenses  decreased,  as a percentage of net
sales,  from 5.9% during the twelve weeks ended  October 7, 1995, to 5.7% during
the  corresponding  period of  fiscal  year  1996.  The  decrease  has come from
attrition at the corporate level, and a reduction of in-house marketing costs.

        Depreciation and amortization expense decreased,  as a percentage of net
sales, from 7.7% in the 1995 twelve-week period, to 7.0% in the 1996 twelve-week
period. This decrease was attributable to the amortization  expense on fewer new
restaurants.

        Taxes,  other than income taxes,  were $1.5 million for both twelve-week
periods in 1995 and 1996. However, taxes, other than income taxes, decreased, as
a percentage of net sales,  from 5.2% for 1995 to 5.1% for 1996.  The percentage
decrease was due to lower state unemployment tax rates on payroll.

        Interest   expense   decreased   from   $317,000  to  $279,000  for  the
corresponding   weeks  of  1995  and  1996,   respectively.   The  decrease  was
attributable  to the higher  amount of  interest  capitalized  on new  locations
during the 1996 period.

        The effective  income tax rate decreased from 38.4% for the twelve weeks
ended October 7, 1995, to 37.5% for the  corresponding  period ending October 5,
1996.


<PAGE>
Forty Weeks Ended October 5, 1996, Compared To Forty Weeks Ended October 7, 1995


        Net sales  increased  $5.9  million,  or 6.4%,  to $98.0 million for the
forty-week  period in 1996,  compared  to $92.1  million in the same period last
year.  New  restaurants  that were  opened in 1995 and 1996  contributed  to the
increase.  Comparative  restaurant  sales  during  the  forty-week  period  were
positive by 0.4%. Menu price-increases for the period under comparison were less
than 2.0%.

        Cost of  sales,  primarily  food and  beverages,  increased  from  $23.6
million for the 1995 forty-week period, to $24.9 million for the 1996 forty-week
period,  and decreased  slightly,  as a percentage  of net sales,  from 25.6% to
25.4% for the forty-week periods ended in 1995 and 1996, respectively. While the
costs of flour,  cheese, and produce increased during the comparable period, the
Company was able to offset the increase through more efficient operations.

        Restaurant  operating  expenses for the forty-week period increased from
$46.1  million in fiscal year 1995,  to $50.9  million in fiscal year 1996. As a
percentage  of net sales,  operating  expenses  increased  from 49.9% during the
forty weeks ended October 7, 1995, to 51.9% during the  corresponding  period in
1996. The increase was the result of advertising  costs of 1.3%, as a percentage
of net sales,  that were over and above the amount  expensed  in the first forty
weeks of 1995.  In  addition,  costs for  maintenance  and labor also  increased
during the 1996 fiscal year period.

        General and  administrative  expenses,  as a percentage of net sales for
the  forty-week  period,  decreased  from  6.9% in 1995,  to 6.1% in 1996.  This
decrease  was the result of  attrition  at the  corporate  level,  reduction  in
training  costs  associated  with new  restaurant  openings,  and a reduction of
in-house marketing costs.

        Depreciation  and  amortization  expense,  as a percentage of net sales,
decreased  from  7.8%  in the  1995  forty-week  period,  to  7.0%  in the  1996
forty-week period. This decrease was attributable to the amortization expense on
fewer new restaurants.

        Taxes,  other than income taxes,  increased from $4.9 million during the
forty weeks ended October 7, 1995, to $5.2 million for the corresponding  period
in 1996, and remained,  as a percentage of net sales,  at 5.3% for both the 1995
and 1996 periods.

        Interest  expense  increased  from  $932,000  to  $1.0  million  for the
corresponding  forty-week periods of 1995 and 1996,  respectively.  The increase
was  attributable  to higher  interest  rates  and the  higher  amounts  of bank
borrowings during the 1996 period.

        The effective  income tax rate  increased from 36.8% for the forty weeks
ended October 7, 1995, to 37.5% for the  corresponding  period ending October 5,
1996. The increase in tax rate is attributable to the expiration of the Targeted
Sales Tax Credit program,  and reduction of start-up costs associated with fewer
new store openings.


<PAGE>
                        Liquidity and Sources of Capital


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

        The Company has a bank line-of-credit in effect until November 30, 1997,
under which it may borrow up to $30.0 million. On November 30, 1997, the Company
will be able to convert the balance, if any, to a term loan maturing on November
30,  2000.  The  Company  pays a fee of 1/4  of 1% on the  unused  balance,  and
interest is calculated using LIBOR plus 1.25%. There are no compensating balance
arrangements  or legal  restrictions  as to the  withdrawal of these funds.  The
amount outstanding under this bank  line-of-credit for both October 7, 1995, and
October 5, 1996, was $19.4 million.

        During the forty weeks ended October 7, 1995,  and October 5, 1996,  the
Company's  investment  in  property  and  equipment  was $11.2  million and $8.1
million,  respectively.  The  investments  were  funded  with cash  provided  by
operations and with the proceeds of financing activities.

        Cash  provided by  operations  amounted to $6.4 million and $9.3 million
for the forty weeks ended  October 7, 1995,  and October 5, 1996,  respectively.
Cash from  financing  activities  amounted to $5.5  million  for the  forty-week
period in 1995.

        The Company opened six new restaurants in the first forty weeks of 1996,
and  expects to open one  additional  new  restaurant  by the end of fiscal year
1996, with five to six new restaurants planned for fiscal year 1997. The Company
expects  to  expend  approximately  $11.0  million  in  fiscal  year  1996,  and
approximately  $10.0  million in fiscal  year 1997,  to finance  expansion.  The
Company  believes  that  it  will  have  sufficient  working  capital  and  bank
borrowings to finance its expansion plans through the end of fiscal year 1997.


<PAGE>
                           PART II: OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS

          None

Item 2.   CHANGES IN SECURITIES

          None

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          None

Item 5.   OTHER INFORMATION

          None

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               Exhibit 27:   Financial Data Schedule

          (b)  Reports on Form 8-K

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


<PAGE>
                                   SIGNATURES



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




                                                            BERTUCCI'S, INC.
                                                              (Registrant)




Date:   November 18, 1996             By:      /s/ Joseph Crugnale
                                             -----------------------------
                                               Joseph Crugnale
                                               President and Chief
                                                Executive Officer




Date:   November 18, 1996             By:      /s/ Norman S. Mallett
                                             -----------------------------
                                               Norman S. Mallett
                                               Vice President - Finance
                                               Chief Financial Officer and
                                                Treasurer


<PAGE>