SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 1997          Commission File No. 0-19542


                                APPLE SOUTH, INC.
             (Exact name of registrant as specified in its charter)

        Georgia                                         59-2778983
(State of Incorporation)                    (I.R.S. Employer Identification No.)

   Hancock at Washington
     Madison, Georgia                                      30650
(Address of Principal Executive Offices)                 (Zip Code)

       Registrant's telephone number, including area code: (706) 342-4552

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share                     Nasdaq
          (Title of Class)                      (Name of each exchange on which
                                                           registered)

     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 by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in the definitive proxy statement incorporated
by reference  in Part III of this Form 10-K or any  amendment to this Form 10-K.
[X] 
             ------------------------------------------------------

     As of March 20,  1998,  the  aggregate  market value of the common stock of
registrant held by non-affiliates  of the registrant,  as determined by the last
sales price, was $435,051,177.

     As of March 20, 1998, the number of shares of common stock  outstanding was
38,822,214.


                      DOCUMENTS INCORPORATED BY REFERENCE:

     (1) Annual Report to  Shareholders  for the fiscal year ended  December 28,
1997 (Part II of Form 10-K).

     (2) Definitive  Proxy  Statement for use in connection with the 1998 Annual
Meeting of Shareholders (Part III of Form 10-K).




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                                     PART I

     Unless  otherwise  noted,  the  information in this annual report  reflects
stock  dividends  of  four-tenths  of a share  for  each  share  outstanding  on
September 10, 1991,  one-half  share for each share  outstanding  on November 2,
1992,  one-half share for each share  outstanding on January 29, 1993,  one-half
share for each share outstanding on August 30, 1993, and one-half share for each
share  outstanding on June 1, 1994. In November 1995, the Company  acquired DF&R
Restaurants,  Inc.  ("DF&R")  in a  transaction  accounted  for as a pooling  of
interests,  and accordingly all financial and other  information  concerning the
Company set forth in this annual  report  includes  DF&R for all periods  unless
otherwise indicated. References in this annual report to the "Company" or "Apple
South"  include  Apple  South,  Inc.,  and  its  operating  subsidiaries  unless
otherwise indicated.

Item 1.  Business

General

     Apple  South  is a  rapidly  growing,  multi-concept  restaurant  operating
company.   Since  its   inception  in  1986,   the  Company  has  increased  its
profitability and size through the efficient management of restaurant operations
and through a series of strategic restaurant openings and acquisitions. Over the
last five fiscal years,  restaurant  sales have  increased at a compound  annual
growth rate of 39.8% and restaurant  margins have increased at a compound annual
growth rate of 41.2%.

     At December 28, 1997, the Company  operated 429 casual dining  restaurants,
including 264 Applebee's  Neighborhood  Grill & Bar restaurants,  91 Don Pablo's
Mexican Kitchen restaurants,  30 Hops Restaurant Bar & Brewery  restaurants,  17
McCormick & Schmick's  seafood  dinner  houses plus one  catering  facility,  16
Canyon Cafe restaurants and 11 Harrigan's  Grill & Bar restaurants.  The Company
owns  all of its  brands  on a  proprietary  basis  except  Applebee's  which is
franchised.  For the year ended December 28, 1997,  restaurant sales were $808.3
million.

     During 1997, the Company  completed three purchase  business  combinations.
McCormick & Schmick  Holding Corp.  ("McCormick  & Schmick's")  was acquired for
$68.3 million.  Hops  Restaurant  Bar & Brewery  ("Hops") was acquired for $58.4
million.  Additionally, the Company acquired Canyon Cafes, Inc. ("Canyon Cafes")
for $46.3  million.  The  Company's  results  for 1997  included  ten  months of
operations from McCormick & Schmick's and Hops and six months of operations from
Canyon Cafes.

     The  Company's   Applebee's   restaurants   are  operated  under  franchise
agreements with Applebee's  International,  Inc. ("AII"). AII is a publicly held
company  headquartered  in Overland Park,  Kansas.  As of December 28, 1997, the
Applebee's restaurant system consisted of 960 restaurants in 48 states,  Canada,
the Caribbean and Europe. Approximately 20% of these restaurants are operated by
AII, 28% by Apple South and the remainder by other  franchisees.  During 1997, a
total of 145 new Applebee's  restaurants  were opened  system-wide;  34 of these
were opened by the Company's Applebee's division.

     On December  23,  1997,  the  Company  announced  its  decision to sell its
franchised Applebee's restaurants in order to focus on the continued development
of its higher margin, better return, greater growth proprietary concepts as well
as the the  acquisition  of new  proprietary  concepts.  The Company  expects to
substantially  complete  this  divestiture  during  1998 and  believes  that net
proceeds,  after selling expenses and income taxes,  will be approximately  $400
million. In furtherance of its divestiture strategy, the Company entered into an
Asset  Purchase  Agreement  (the  "Agreement")  with AII whereby the Company has
agreed to sell 31 of its  existing  Applebee's  restaurants  and one  restaurant
under  construction  to AII for a purchase  price of $93.4 million in cash.  The
restaurants  and  development  territories  to be sold to AII are located in the
Charlottesville,  Norfolk,  Richmond, and Roanoke, Virginia areas. The Agreement
provides that the Company use its reasonable  best efforts to dispose of all its
remaining  Applebee's  restaurants  by the end of 1999,  and AII has  agreed  to
cooperate in accomplishing the disposition.  The Company has an option to put up
to 15 remaining  restaurants  to AII at a  predetermined  formula  through 1999.
Thereafter,  AII  has an  option  to  acquire  all of  the  Company's  remaining
Applebee's  restaurants.  Existing  covenants not to compete with the Applebee's
concept,  which are contained in franchise and development  agreements with AII,
are to be eliminated by the end of 1998. In addition,  the Company has agreed to
complete 16 restaurants  currently under development,  but will be released from
all other restaurant development requirements.

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     The Company has also entered into an Asset Purchase  Agreement with Quality
Restaurant  Concepts,  Inc. for 26 restaurants in Mississippi and East Tennessee
for $48.0  million in cash.  In addition,  the Company has  executed  letters of
intent with ten purchasers for the sale of 154 additional Applebee's restaurants
and is finalizing  letters of intent and reviewing verbal and written offers for
the remaining 53 Applebee's restaurants.  These transactions are contingent upon
completion and signing of definitive  purchase  agreements and  satisfaction  of
customary closing conditions, including purchaser financing.

     Also during 1997,  the Company  completed the sale of its 10-unit  Hardee's
division  for  approximately  $2.5  million  and signed a  contract  to sell the
business operations of its Harrigan's division to Pinnacle Restaurant Group, LLC
("Pinnacle")  for $3 million in cash plus a $4 million  note.  In addition,  the
Company is to receive a 25% equity interest in Pinnacle and retain  ownership of
certain  real  estate  relating  to two  Harrigan's  locations  to be  leased to
Pinnacle.

     Subsequent to year end, the Company acquired a 20% interest in Belgo Group,
PLC  ("Belgo"),  a public  restaurant  company based in the United  Kingdom that
operates two Belgo  restaurants in London,  for $6.1 million.  In addition,  the
Company  and Belgo have  established  two,  50/50  joint  ventures:  one for the
initial  development  of one of the  Company's  proprietary  brands  in  Europe,
probably  McCormick  &  Schmick's,  and the other for the  development  of Belgo
restaurants in the Western Hemisphere.

     The  Company's   growth   strategy   includes  the  expansion  of  existing
proprietary  concepts,   acquiring  new  restaurant  concepts,   and  leveraging
Company-wide   expertise   and   resources   across   concepts  to  improve  the
effectiveness of existing  operations while  maintaining  concept  integrity and
individuality.  This multi-concept  strategy allows the Company to reach a broad
customer  base through  specialized  restaurant  market  segments.  By operating
restaurant concepts as separate  divisions,  the Company protects each concept's
individuality,  but allows each division to leverage the best practices of other
divisions.  Each of the  Company's  restaurant  concepts  is  established  as an
entrepreneurial  operating division and functions on a decentralized  basis with
its own executive management, real estate development,  purchasing,  recruiting,
training,  marketing,  accounting,  and restaurant operations.  Each division is
supported by various  centralized  functions such as human  resources,  finance,
treasury and capital formation.  The Company expects to open a total of 59 to 66
restaurants in 1998,  including at least 35 Don Pablo's, 12 Hops, 8 Canyon Cafes
and 4 McCormick & Schmick's.


Apple South's Restaurant Concepts

                                   Don Pablo's

     Apple South  acquired 44 Don Pablo's as a result of its merger with DF&R in
November 1995.  The first Don Pablo's was opened in Lubbock,  Texas in 1985. The
restaurants feature traditional Mexican dishes served in a distinctive,  festive
dining  atmosphere  reminiscent of a Mexican  village plaza.  Each restaurant is
staffed with a highly experienced  management team that is visible in the dining
area and  interacts  with  both  customers  and the  staff to  ensure  attentive
customer  service and consistent food quality.  Items are prepared fresh on-site
using  high-quality  ingredients  at  relatively  low prices.  The diverse menu,
generous  portions and  attractive  price/value  relationship  appeal to a broad
customer base.

     Menu. The menu offers a wide variety of entrees,  including  enchiladas and
tacos served with various sauces and homemade salsa plus mesquite-grilled  items
such as fajitas,  carne asada and chicken. The menu also includes tortilla soup,
a selection of salads,  Mexican-style  appetizers such as quesadillas and unique
desserts.  During 1997,  the cost of a typical meal,  including  beverages,  was
$7.00 to $9.00 for lunch and $8.00 to $11.00  for  dinner.  In  addition  to its
regular menu, Don Pablo's  offers 15 lunch  specials  priced from $4.35 to $6.99
each and a lower- priced  children's  menu.  Full bar service is also  provided.
Alcoholic beverage sales accounted for approximately 20% of sales during 1997.

     Restaurant  Layout.  Distinctive  Mexican  architecture  and interior decor
provide a casual, fun dining atmosphere.  The restaurants have an open, spacious
feel, created with the use of sky-lights and a Mexican village plaza design, and
are  enhanced by an indoor  fountain and the use of stucco,  brick and tile,  as
well as plants, signs and art work. Homemade tortillas cooked in the dining area
underscore  the  commitment  to  fresh,  authentic  Mexican  food.  Both one and
two-story building designs are utilized. The two-story design features a balcony
which  provides  seating  for bar  patrons  and dining  customers  waiting to be
seated.  The one-story design  incorporates a smaller bar adjacent to the dining
area. Both designs use high

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ceiling  architecture and have similar dining  capacities.  Restaurants range in
size from 6,000 square feet to 9,900 square  feet,  with the average  restaurant
containing  approximately  8,000 square feet.  The  restaurants  generally  have
dining  room  seating  for  approximately  230  customers  and bar  seating  for
approximately 70 additional customers.

     Unit  Economics.  During 1997, the average cost of developing and opening a
Don Pablo's restaurant was approximately $1.7 million,  excluding land costs and
preopening  expenses.  The  cost of  land  for  these  restaurants  ranged  from
approximately $600,000 to $1,200,000; preopening expenses averaged $135,000.

     Field Management. Management is shared by 34 district and area managers who
report to two Regional Vice Presidents of Operations. The division's strategy is
to have each area manager responsible for a limited number of restaurants,  thus
facilitating  a focus on  quality  of  operations  and unit  profitability.  The
management staff of a typical  restaurant  consists of one general manager,  one
kitchen  manager and three  assistant  managers.  General  managers  and kitchen
managers  are  eligible  to  receive  bonuses  equal  to a  percentage  of their
restaurant's sales, subject to operating within budgeted costs.

     Advertising and Marketing. Don Pablo's historical success has been achieved
with minimal expenditures on advertising and marketing, relying primarily on the
curb appeal of its buildings and customer word-of-mouth.  Beginning in 1996, the
division  devoted  more  resources to marketing  efforts,  including  television
campaigns  and  radio   advertising  in  certain  core  markets.   During  1997,
advertising  contributed to a 4% increase in annual sales for those  restaurants
open for all of 1996 and 1997. The increased  marketing  efforts are expected to
continue in 1998.

                              McCormick & Schmick's

     The Company acquired 16 McCormick & Schmick's restaurants plus one catering
facility in March  1997.  McCormick &  Schmick's  was  established  in the early
1970's by  co-founders  William  P.  McCormick  and  Douglas  L.  Schmick.  Each
restaurant  is  designed  to capture  the  distinctive  attributes  of the local
market. Varying in design from a traditional,  New England-style fish house to a
more  contemporary  dinner house with spectacular  waterfront views, many of the
restaurants are located in historical buildings.  Traditional-style  bars are an
integral  component of each restaurant.  The same philosophy of  distinctiveness
and quality applies equally to the bar operation and the dining rooms. Alcoholic
beverages,  represent approximately 30% of sales. Restaurants are operated under
the names McCormick & Schmick's, McCormick's Fish House, Harborside, and Jake's.
McCormick & Schmick's offers superior service to its guests and is positioned in
a price range at the upper end of moderate.

     Menu.  McCormick & Schmick's  features a daily menu,  offering the freshest
seafood  available  based  on  price  and  product  availability.  With 25 to 30
distinctive species and over 85 individual  selections,  the menu gives range in
culinary  appeal  as well as  price  selection.  The  cost  of a  typical  meal,
including  beverage,  is approximately  $10.00 to $20.00 for lunch and $25.00 to
$35.00 for dinner.

     Restaurant  Layout.  Restaurants  range in size from 6,000 to 14,000 square
feet with an average restaurant containing  approximately 8,500 square feet. The
restaurants  generally  seat 200 to 300  customers  in the dining room with some
locations having 40 to 60 additional patio seats available.

     Unit   Economics.   The  average  cost  of   developing  a  restaurant   is
approximately  $1,750,000,   including  leasehold  improvements,   fixtures  and
equipment.  All  restaurant  real  estate is  leased.  Additionally,  preopening
expenses average $200,000.

     Field Management. Management is shared by five regional senior managers and
two Vice Presidents of Operations.  Staffing levels vary depending on restaurant
size. A typical restaurant has a general manager, an executive chef, a sous chef
and  four  assistant  managers  and  will  employ  70 to 80 full  and  part-time
employees.  The McCormick & Schmick's operating philosophy encourages and trains
the  management  of  individual  restaurant  units to be creative by promoting a
large degree of self-sufficiency.

     Advertising and Marketing. Advertising and marketing efforts are focused on
a grassroots philosophy. Advertising and marketing begins with the daily printed
menu and other grassroots efforts. Advertising strategies focus on existing and

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local  customers,  but also  emphasize  out-of-town  travelers as a key customer
component.  Each region  utilizes  the services of a public  relations  firm and
makes full use of media events targeting the local market.

                          Hops Restaurant Bar & Brewery

     The Company  acquired 21 Hops restaurants in March 1997. The first Hops was
opened in Clearwater,  Florida in 1989. Each restaurant offers a diverse menu of
popular foods, freshly prepared in a display kitchen with a strict commitment to
quality  and  value.  Additionally,  each  restaurant  features  an  on-premises
microbrewery.

     Menu.  The  restaurants  feature an  American-style  menu that includes top
choice  steaks and prime rib,  smoked baby back ribs,  fresh  fish,  chicken and
pasta dishes,  deluxe burgers and sandwiches,  hand-tossed  salads with homemade
dressings,  appetizers,  soups and desserts. The menu offers separate selections
for children. The cost of a typical meal, including beverages, ranges from $6.00
to $9.00 per person for lunch and $13.00 to $15.00 per person for  dinner.  Each
restaurant  offers four distinctive  lager-style  beers and ales that are brewed
on-premises.  An observation microbrewery at each restaurant allows customers to
view the entire brewing process.  Except for one non-alcoholic  beer, the brewed
beers are the only beers  served.  Full bar  service is also  available  at each
restaurant.  Alcoholic beverages accounted for approximately 16% of sales during
1997.

     Restaurant Layout.  Restaurants range in size from  approximately  5,000 to
7,300 square feet. The on-premise brewing equipment is an integral aspect of the
design and occupies from 450 to 750 square feet. The  restaurant  dining and bar
areas seat from 160 to 240 customers.

     Unit  Economics.  The cost of developing and opening a restaurant  averaged
approximately  $1,350,000  in 1997,  excluding  land and  preopening  costs  but
including  approximately $160,000 in microbrewery  equipment.  Land costs ranged
from $650,000 to $900,000 and preopening costs averaged $145,000.

     Field Management.  Management is shared by seven operating partners and one
area manager who report to both the Vice  President of Operations  and the Chief
Executive  Officer.  Each  operating  partner  is  responsible  for four to five
restaurants,  thus  facilitating  a focus  on  quality  of  operations  and unit
profitability.  The  management  staff of a typical  restaurant  consists of one
general  manager,  one  kitchen  manager  and two  assistant  managers.  General
managers  and  kitchen  managers  are  eligible  to receive  bonuses  equal to a
percentage of their restaurant's controllable income, subject to operating above
a minimum operating margin.

     Advertising and Marketing.  Hops has historically devoted minimal resources
to marketing efforts,  relying primarily on the curb appeal of its buildings and
customer  word-of-mouth.  In 1997,  marketing efforts were expanded,  consisting
primarily  of  radio  advertising  in  certain  core  markets.  In  addition,  a
concentrated  grassroots  marketing  effort  was  initiated  through  the use of
special events equipment.  Increased  marketing efforts are expected to continue
into  1998  primarily  through  radio  and  print  media  as well  as  continued
grassroots efforts.

                                  Canyon Cafes

     The Company acquired 13 Canyon Cafes restaurants in July 1997. Canyon Cafes
restaurants  operate  under the names  Canyon  Cafe and  Sam's  Cafe.  The first
restaurant was opened in Dallas, Texas in 1989. Canyon Cafes is dedicated to the
flavor and feel of the American Southwest.

     Menu.  The menu offers a wide  variety of unique  items such as Desert Fire
Pasta,  Chile Rubbed Grilled Tuna and Chipotle Mango Chicken.  A variety of more
traditional  items  including  chicken tacos and grilled  chicken salad are also
offered. All food is prepared from scratch, including salad dressings, desserts,
and bread sticks.  During 1997, the cost of a typical meal, including beverages,
was $7.00 to $11.00 for lunch and $13.00 to $16.00 for dinner.  Full bar service
is also provided.  Alcoholic  beverages accounted for approximately 20% of sales
during 1997.

     Restaurant  Layout.  The  restaurants  are based on a Santa Fe design which
reflects a strong southwestern influence through the use of heavy ponderosa pine
timbers.  The walls,  floors and furniture reflect surfaces and colors native to
the American Southwest.  Restaurants are located in malls, in-line power centers
and as freestanding buildings. In-line and mall

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sites  average  7,000 square feet with some  locations  featuring an  additional
800-1,000 square foot patio.  The freestanding  buildings have 6,700 square feet
with a 1,050 square foot patio.  The goal at all  locations is to have a minimum
of 190 interior dining seats, an average of 26 bar seats and 45-50 patio seats.

     Unit  Economics.  The cost of developing and opening a restaurant  averaged
$1,300,000 for in-line/mall locations and $1,500,000 for freestanding locations,
excluding  land  costs  and  preopening  expenses.  During  1997,  the  division
purchased  one land site at a cost of  $650,000.  Preopening  expenses  averaged
$150,000.

     Field Management.  Management is structured with a general manager,  two to
three assistant managers,  an executive chef and a sous chef. Regional Directors
are responsible for quality of operations and sales and profitability of four to
five restaurants and report to a Director of Operations.

     Advertising and Marketing.  Canyon Cafes has historically  incurred minimal
advertising  expenditures,  relying  on the curb  appeal  of its  buildings  and
customer  word-of-mouth.  The division has  implemented  a grassroots  marketing
strategy  encompassing  local radio and billboard  advertising  within  targeted
markets and a system-wide "neighborhood networking" program.

                     Other Restaurant Operational Functions

     Quality Control. All levels of management are responsible for ensuring that
restaurants  are operated in  accordance  with strict  quality  standards.  Each
divisions'  management  structure allows restaurant  general managers to spend a
significant  portion  of  their  time  in the  dining  area  of  the  restaurant
supervising  staff and providing  service to customers.  Compliance with quality
standards  is  monitored  by  periodic   on-site  visits  and  formal   periodic
inspections by multi-unit management.

     Training.  Each  division  requires  employees  to  participate  in  formal
training programs.  Management  training programs generally last ten to 16 weeks
and encompass  three general areas,  including (i) all service  positions,  (ii)
management accounting,  personnel management, and dining room and bar operations
and (iii)  kitchen  management.  Management  positions  at new  restaurants  are
typically  staffed  with  personnel  who  have  had  previous  experience  in  a
management  position at another of the  respective  divisions'  restaurants.  In
addition,  a highly experienced opening team assists in opening each restaurant.
Prior to opening,  all personnel  undergo  intensive  training  conducted by the
restaurant  opening team. A training  department at the Corporate  level assists
each division with the ongoing evolution of training policies and procedures.

     Purchasing.  Apple  South  strives to obtain  consistent  quality  items at
competitive  prices from reliable sources for all of its divisions.  The Company
continually  researches and tests various  products in an effort to maintain the
highest  quality  products and to be  responsive  to changing  customer  tastes.
Purchasing is handled by each division, which, with the exception of McCormick &
Schmick's,  uses one primary  distributor  for food products other than produce,
which is typically  purchased  locally.  In the McCormick & Schmick's  division,
purchasing is under the direction of each  restaurants'  executive chef in order
to obtain the freshest,  highest quality seafood available with a focus on local
tastes. A Corporate  purchasing  department  assists the divisions in evaluating
supplier  alternatives  and  identifying  opportunities  for  Company-wide  cost
savings.  All food and  beverage  products  are  available  on short notice from
alternative qualified suppliers. The Company has not experienced any significant
delays in  receiving  food and  beverage  inventories,  restaurant  supplies  or
equipment.

     Restaurant   Reporting.   Financial   controls  are  maintained  through  a
centralized accounting system at each divisions'  headquarters.  A point-of-sale
reporting  system is utilized in each of the Company's  restaurants.  Restaurant
management submits to divisional  headquarters  various daily and weekly reports
of cash,  deposits,  sales, labor costs, etc. Physical  inventories of all food,
beverage and supply items are taken at least monthly. Operating results compared
to prior  periods  and  budgets are closely  monitored  by both  divisional  and
corporate personnel.








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                             Governmental Regulation

     Alcoholic Beverage Regulation.  Each restaurant is subject to licensing and
regulation by a number of  governmental  authorities,  which  include  alcoholic
beverage  control  and  health,  safety  and  fire  agencies  in  the  state  or
municipality  in which the  restaurant is located.  Difficulties  or failures in
obtaining the required  licenses or approvals could delay or prevent the opening
of a new restaurant in a particular area. Alcoholic beverage control regulations
require  restaurants to apply to a state  authority  and, in certain  locations,
county  or  municipal  authorities  for a license  or  permit to sell  alcoholic
beverages  on the  premises  and to provide  service for  extended  hours and on
Sundays.  Some  counties  prohibit the sale of  alcoholic  beverages on Sundays.
Typically,  licenses or permits  must be renewed  annually and may be revoked or
suspended for cause at any time.  Alcoholic beverage control  regulations relate
to  numerous  aspects of a  restaurant's  operations,  including  minimum age of
patrons and employees,  hours of operation,  advertising,  wholesale purchasing,
inventory control and handling, storage and dispensing of alcoholic beverages.

     The Company may be subject in certain states to "dram-shop"  statutes which
generally provide a person injured by an intoxicated patron the right to recover
damages from an establishment that wrongfully served alcoholic  beverages to the
intoxicated person. The Company carries liquor liability coverage as part of its
existing comprehensive general liability insurance.

     Brewpub Regulation.  The Hops division is subject to additional regulations
as a result of the on-premises  microbrewery in each  restaurant.  Historically,
the alcoholic beverage laws of most states prohibited the manufacture and retail
sale of beer to  consumers  by a single  person or entity or related  persons or
entities.  At present,  49 states allow for the limited  manufacture  and retail
sale of microbrewed  beer by restaurants and bars classified as "brewpubs" under
state law. The Hops  restaurants  are required to comply with such state brewpub
laws in order to obtain necessary state licenses and permits. Additionally, many
states impose restrictions on the operations of brewpubs,  such as a prohibition
on the bottling of beer, a prohibition on the sale of beer for  consumption  off
of  restaurant  premises,  and a  limitation  on the  volume of beer that may be
brewed at any location, as well as certain geographic limitations.  In addition,
certain  states limit the number of brewpubs  that may be owned by any person or
entity or a related group of entities.  The Company's ability to own and operate
Hops  restaurants  in any state is and will  continue to be  dependent  upon its
ability to operate within the regulatory scheme of such states.

     Other Regulation.  The Company's restaurant  operations are also subject to
Federal  and  state  laws  governing  such  matters  as  minimum  wage,  working
conditions,  overtime and tip credits. The Company experienced a slight increase
in hourly labor costs as a result of the 1996 and 1997  increases in the federal
minimum wage rate.  The impact of minimum wage increases is expected to slightly
increase hourly labor costs in 1998.

                                   Competition

     The restaurant  industry in the U.S. is highly  competitive with respect to
price, service, location, and food type and quality, and competition is expected
to  intensify.  There  are a  few,  well-established  competitors  with  greater
financial  and  other  resources  than  Apple  South.   Some  of  the  Company's
competitors have been in existence for a substantially  longer period than Apple
South  and  may  be  better  established  in the  markets  where  the  Company's
restaurants are or may be located.  The restaurant business is often affected by
changes in consumer  tastes,  national,  regional or local economic  conditions,
demographic  trends,  traffic  patterns,  the  availability and cost of suitable
locations,  and the type,  number and  location of  competing  restaurants.  The
Company also  experiences  competition  in attracting  and  retaining  qualified
management level operating  personnel.  In addition,  factors such as inflation,
increased food,  labor and benefits costs,  and difficulty in attracting  hourly
employees  may  adversely  affect the  restaurant  industry in general and Apple
South's restaurants in particular.

                                    Employees

     As of December 28, 1997, Apple South employed  approximately 28,500 persons
in 30 states plus the District of Columbia.  Of those  employees,  approximately
450  held  management  or  administrative  positions,  2,250  were  involved  in
restaurant  management,  and the  remainder  were  engaged in the  operation  of
restaurants.  Management  believes  that the  Company's  continued  success will
depend to a large  degree on its ability to attract  and retain good  management
employees.  While  the  Company  will  have to  continually  address  a level of
employee attrition normally expected in the food-service

                                        7

<PAGE>



industry,  Apple South has taken steps to attract and keep qualified  management
personnel  through the  implementation  of a variety of employee  benefit plans,
including an Employee  Stock  Ownership  Plan,  a 401(k) Plan,  and an incentive
stock  option plan for its key  employees.  None of the  Company's  employees is
covered by a collective bargaining agreement. The Company considers its employee
relations to be good.


Item 2.  Properties

     The  Company  owns a  renovated  historic  building  in  Madison,  Georgia,
containing  approximately  19,000  square feet of office  space and an adjoining
building  containing  approximately  41,000 square feet of office  space.  These
office  buildings  serve as the  Company's  corporate  and  Applebee's  division
headquarters.   During  1997,  the  Company  completed  construction  of  a  new
divisional  facility  in  Bedford,  Texas,  to house  the Don  Pablo's  division
headquarters.  The division headquarters for McCormick & Schmick's is located in
approximately  10,800  square  feet of leased  space in  Portland,  Oregon.  The
division  headquarters for Hops is located in approximately 9,000 square feet of
leased space in Tampa, Florida and the headquarters for the Canyon Cafe division
is located in approximately 7,500 square feet of leased space in Dallas,  Texas.
The Company believes that its corporate and division headquarters are sufficient
for its  present  needs  and  believes  that it will be able  utilize  the space
currently occupied by the Applebee's division headquarters, after the completion
of the Applebee's divestiture.

     In selecting  sites,  the Company  attempts to acquire  prime  locations in
market areas to maximize both short- and long-term  revenues.  Site selection is
made by each division's  development  department,  subject to executive  officer
approval.  Within the target market areas,  the divisions  evaluate major retail
and office  concentrations and major traffic arteries to determine focal points.
Site specific factors include visibility,  ease of ingress and egress, proximity
to direct  competition,  accessibility to utilities,  local zoning  regulations,
laws regulating the sale of alcoholic beverages, and various other factors.
































                                        8

<PAGE>



     As of February  23,  1998,  the Company  operated  442  restaurants  in the
following locations:
<TABLE>
<CAPTION>
                      Don       McCormick              Canyon
                    Pablo's    & Schmick's    Hops     Cafes     Sub-total    Applebee's   Harrigan's    Total
----------------------------------------------------------------------------------------------------------------
<S>                   <C>         <C>           <C>      <C>        <C>         <C>           <C>         <C>   
Florida               11                        23                   34          31                        65
Texas                 13                                  6          19                        7           26
Ohio                  12                                  1          13           2                        15
Indiana                9                                              9           1                        10
Pennsylvania           8                                              8           1                         9
California                          6                     1           7                                     7
Michigan               7                                              7                                     7
Virginia               6            1                                 7          41                        48
Arizona                3                                  3           6                                     6
Minnesota              6                                              6                                     6
South Carolina         3                         2                    5          35                        40
Oregon                              5                                 5                                     5
Colorado                            1            2        1           4                                     4
Kentucky               3                         1                    4           9                        13
North Carolina         2                         2                    4           4                         8
Oklahoma               4                                              4                        3            7
Washington                          3                     1           4                                     4
Georgia                1                         1        1           3           5                         8
Maryland               2            1                                 3           9                        12
New York               3                                              3                                     3
Tennessee              1                         1        1           3          40                        43
Missouri                                                  2           2                                     2
Washington D.C.                     1                     1           2                                     2
Illinois               1                                              1          30                        31
New Jersey             1                                              1                                     1
Wisconsin                                                                        24                        24
Iowa                                                                             14                        14
Mississippi                                                                      10                        10
West Virginia                                                                     9                         9
Delaware                                                                          2                         2
New Mexico                                                                                     1            1
----------------------------------------------------------------------------------------------------------------
       Totals         96           18           32       18         164         267           11          442
================================================================================================================
</TABLE>









                                        9

<PAGE>





Item 3.  Legal Proceedings

     An action titled John Bryant,  et al. v. Apple South,  Inc., et al.,  Civil
Action No.  3:97-CV-83(DF)  was filed on September 22, 1997 in the United States
District  Court for the Middle  District  of  Georgia.  Additionally,  an action
titled Artel Foam  Corporation  Pension Trust,  et al. v. Apple South,  Inc., et
al.,  Civil  Action No.  CV-97-6189  was filed on October 28, 1997 in the United
States  District  Court for the  Eastern  District  of New  York.  Each of these
lawsuits was filed by a person who seeks to represent a class of shareholders of
the Company who purchased  shares of the Company's  common stock between May 26,
1995 and September 24, 1996. Each plaintiff named the Company and certain of its
officers and directors as defendants.  The complaints alleged acts of fraudulent
misrepresentation by the defendants which induced the plaintiffs to purchase the
Company's  common stock and alleged  illegal  insider  trading by certain of the
defendants,  each of which  allegedly  resulted in losses to the  plaintiffs and
similarly situated shareholders of the Company. The complaints each seek damages
and other  relief.  Although the ultimate  outcome of these  lawsuits  cannot be
determined at this time, based on its preliminary  analysis the Company believes
that the allegations  therein are without merit and intends to vigorously defend
itself.

     The Company is involved in various other claims and legal  actions  arising
in the ordinary course of business.  In the opinion of management,  the ultimate
disposition  of these  matters  will not have a material  adverse  effect on the
Company's consolidated financial position or results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders

     The  Company  did not submit any matter to a vote of its  security  holders
during the fourth quarter of the fiscal year ended December 28, 1997.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     Information in response to this item is  incorporated  by reference to page
36 of the  Company's  Annual  Report to  Shareholders  for the fiscal year ended
December 28, 1997, a copy of which is attached as Exhibit 13.1 hereto.

Item 6.  Selected Financial Data

     Information in response to this item is  incorporated  by reference to page
17 of the  Company's  Annual  Report to  Shareholders  for the fiscal year ended
December 28, 1997, a copy of which is attached as Exhibit 13.1 hereto.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     Information in response to this item is  incorporated by reference to pages
18 through 22 , inclusive,  of the Company's  Annual Report to Shareholders  for
the fiscal year ended  December 28, 1997, a copy of which is attached as Exhibit
13.1 hereto.

 Item 8.  Financial Statements and Supplementary Data

     Information in response to this item is  incorporated by reference to pages
23 through 35, inclusive, of the Company's Annual Report to Shareholders for the
fiscal year ended December 28, 1997, a copy of which is attached as Exhibit 13.1
hereto.



                                       10

<PAGE>



Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

       Not applicable

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant

     Information  in response to this item is  incorporated  by reference to the
Company's  definitive Proxy Statement for use in connection with the 1998 Annual
Meeting of Shareholders, a copy of which is attached as Exhibit 22.1 hereto.

Item 11.  Executive Compensation

     Information  in response to this item is  incorporated  by reference to the
Company's  definitive Proxy Statement for use in connection with the 1998 Annual
Meeting of Shareholders, a copy of which is attached as Exhibit 22.1 hereto.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     Information  in response to this item is  incorporated  by reference to the
Company's  definitive Proxy Statement for use in connection with the 1998 Annual
Meeting of Shareholders, a copy of which is attached as Exhibit 22.1 hereto.

Item 13.  Certain Relationships and Related Transactions

     In March 1995, the Company entered into a Split Dollar Insurance  Agreement
(the  "Agreement")  with The DuPree  Insurance  Trust (the "Trust")  whereby the
Company agreed to make premium  payments on certain life  insurance  policies of
which the Trust is the owner and beneficiary.  These policies provide a total of
$50 million in death  proceeds  payable upon the death of the survivor of Tom E.
DuPree,  Jr.,  the  Chairman  of the Board and Chief  Executive  Officer  of the
Company,  and his wife.  The devisees under the wills of Mr. DuPree and his wife
are the beneficiaries of the Trust.

     The Trust has agreed to  reimburse  the Company on an annual basis for that
portion of the premiums which equals the current value of the economic  benefit,
as defined by the Internal Revenue  Service,  attributable to the life insurance
protection  provided.  The premiums due under the  policies  total  $850,000 per
year.  Reimbursements for the current value of the economic benefit attributable
to the life insurance  protection provided in 1997 totaled $2,003. There were no
reimbursements due to the Company from the Trust at December 28, 1997.

     The  Company  or the Trust  can  cancel  the  Agreement  at any time.  Upon
cancellation, the Trust is obligated to repay the Company an amount equal to the
lesser of either the cash surrender value of the policies or the total amount of
unreimbursed  premiums paid by the Company.  Upon receipt of the death  proceeds
under  the  policies,  the  Trust is  required  to  repay  the  Company  for all
unreimbursed premium payments. The policies have been assigned to the Company to
secure the repayment obligations of the Trust.


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as part of this Report:

   1.  Financial Statements


                                       11

<PAGE>



     The following  financial  statement items are set forth in pages 23 through
35 of the  Company's  Annual  Report to  Shareholders  for the fiscal year ended
December 28, 1997, which is attached as Exhibit 13.1 hereto:

       Consolidated  Statements  of Earnings  for the years ended  December  28,
             1997, December 29, 1996 and December 31, 1995
       Consolidated Balance Sheets as of December 28, 1997 and December 29, 1996
       Consolidated  Statements  of  Shareholders'  Equity  for the years  ended
             December 28, 1997, December 29, 1996 and December 31, 1995
       Consolidated  Statements  of Cash Flows for the years ended  December 28,
             1997, December 29, 1996 and December 31, 1995
       Notes to Consolidated Financial Statements
       Report of Management
       Independent Auditors' Report

   2.  Financial Statement Schedules

       None

(b)   Reports on Form 8-K

     Report on Form 8-K dated  January 15, 1998,  reporting  unaudited pro forma
consolidated  financial statements of the Applebee's  restaurants expected to be
disposed.


(c)  Exhibits

     2.1  Stock  Purchase  Agreement  among  the  Company,  the  owners  of  the
partnership interests in Apple Tenn-Flo, L.P., et al. dated March 18, 1994. (4)

     2.2 Asset  Purchase  Agreement  among the Company,  TUG, Inc., et al. dated
February 1, 1995. (6)

     2.3  Asset  Purchase   Agreement   among  Apple  South,   Inc.  And  Marcus
Restaurants, Inc. Et al, dated April 12, 1995. (8)

     2.4 Agreement  and Plan of Merger,  dated August 15, 1995, by and among the
Company, SALSA Acquisition Corp., and DF&R Restaurants, Inc. (9)

     2.5 Agreement and Plan of Merger among Apple South,  Inc., M&S  Acquisition
of Delaware Inc., and McCormick & Schmick Holding Corp., et. al., dated February
6, 1997. (12)

     2.6 Agreements  and Plan of Merger among Apple South,  Inc., HG Acquisition
Corp., and Mason and Schelldorf  Leasing Company,  Hops  Restaurants,  Inc., et.
al., dated February 6, 1997. (12)

     2.7  Agreement  and  Plan  of  Merger  among  Apple  South,   Inc.,  Coyote
Acquisition Corp., and Canyon Cafes, Inc., et. al., dated June 19, 1997. (13)

     2.8  Asset  Purchase  Agreement  dated  December  23,  1997  by  and  among
Applebee's International, Inc. and Apple South, Inc. (14)

     2.9 Asset  Purchase  Agreement  dated March 16,  1998 by and among  Quality
Restaurant Concepts, L.L.C., and Apple South, Inc.

     3.1 Amended and  Restated  Articles of  Incorporation  of the  Company,  as
amended August 1, 1995. (8)



                                       12

<PAGE>



     3.2 By-laws of the Company. (1)

     4.1 See Exhibits 3.1 and 3.2 for  provisions in the  Company's  Amended and
Restated Articles of Incorporation and by-laws defining the rights of holders of
the Company's Common Stock. (1)

     4.2  Indenture  dated May 1, 1996,  between the Company and SunTrust  Bank,
Atlanta, as Trustee. (10)

     4.3 Trust  Agreement  of Apple South  Financing I, dated as of February 18,
1997, among Apple South, Inc., First Union National Bank of Georgia, First Union
Bank of Delaware and Lansing S. Patterson.(15)

     4.4 Amended and Restated  Declaration of Trust of Apple South  Financing I,
dated as of March 11, 1997,  among Apple South,  Inc.,  as Sponsor,  First Union
National  Bank  of  Georgia,  as  Institutional  Trustee,  First  Union  Bank of
Delaware, as Delaware Trustee, and the Regular Trustees named therein. (15)

     4.5 Indenture for the 7% Convertible Subordinated  Debentures,  dated as of
March 6, 1997,  between  Apple  South,  Inc.  and First Union  National  Bank of
Georgia, as Trustee. (15)

     4.6 Form of $3.50 Term Convertible Security,  Series A (included in Exhibit
4.4).

     4.7 Form of 7%  Convertible  Subordinated  Debenture  (included  in Exhibit
4.5).

     4.8 Preferred Securities  Guarantee Agreement,  dated as of March 11, 1997,
between  Apple South,  Inc.,  as  Guarantor,  and First Union  National  Bank of
Georgia, as Preferred Guarantee Trustee. (15)

     4.9 Registration  Rights Agreement,  dated as of March 11, 1997 among Apple
South,  Inc., Apple South Financing I, J.P. Morgan  Securities,  Inc., and Smith
Barney, Inc. (15)

     10.1 Apple South, Inc. 1988 Stock Option Plan. (1)

     10.2 Form of Stock Option Agreement under the Apple South,  Inc. 1988 Stock
Option Plan. (1) (11)

     10.3  Form  of  Apple  South,  Inc.  Director's  Indemnification  Agreement
executed by and  between the Company and each member of its Board of  Directors.
(1)

     10.4 Form of Apple South, Inc. Officer's Indemnification Agreement executed
between the Company and each of its executive officers. (1)

     10.5  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented, pertaining to South Carolina. (1) (11)

     10.6  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented,  pertaining to West Palm Beach, Ft. Myers and
Sarasota A.D.I. (1) (11)

     10.7  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented,  pertaining to  Tennessee/Mississippi  A.D.I.
(1) (11)

     10.8  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented, pertaining to Nashville, Tennessee A.D.I. and
Bowling Green, Kentucky A.D.I. (1) (11)


                                       13

<PAGE>



     10.9  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc.,  as amended and  supplemented,  pertaining  to  Virginia,  West  Virginia,
Washington, D.C., and Louisville, Kentucky. (1) (11)

     10.10 Standard Form Applebee's Neighborhood Grill & Bar Franchise Agreement
among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,  Inc. (5)
(11)

     10.11 Foodservice Distribution Agreement between PYA/Monarch,  Inc. and the
Company. (1)

     10.12 Apple South, Inc. Employee Stock Ownership Plan and Trust. (1) (11)

     10.13 Apple South, Inc. Profit Sharing Plan and Trust. (1) (11)

     10.14  Amendment No. 2 to the Apple South,  Inc.  Employee Stock  Ownership
Plan and Trust, dated November 22, 1993. (3)

     10.15  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., pertaining to Jacksonville, Florida A.D.I. (2) (11)

     10.16  Amendment to Development  Agreement  dated January 10, 1992,  Second
Amendment and Supplement to Development  Agreement dated May 14, 1993, and Third
Amendment to Development Agreement dated January 26, 1994, amending the Standard
Form  Applebee's  Neighborhood  Grill  & Bar  Development  Agreement  among  the
Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended and
supplemented, pertaining to South Carolina. (3)

     10.17 Third Amendment to Development  Agreement dated January 10, 1992, and
Fourth Amendment to Development  Agreement dated January 26, 1994,  amending the
Standard Form Applebee's  Neighborhood  Grill & Bar Development  Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended
and supplemented,  pertaining to West Palm Beach, Ft. Meyers and Sarasota A.D.I.
(3)

     10.18 Second Amendment to Development Agreement dated January 10, 1992, and
Third Amendment to Development  Agreement  dated January 26, 1994,  amending the
Standard Form Applebee's  Neighborhood  Grill & Bar Development  Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended
and supplemented, pertaining to Tennessee/Mississippi A.D.I. (3)

     10.19  Amendment to Development  Agreement  dated January 10, 1992, and its
Second Amendment to Development  Agreement dated January 26, 1994,  amending the
Standard Form Applebee's  Neighborhood  Grill & Bar Development  Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended
and supplemented,  pertaining to Nashville,  Tennessee A.D.I. and Bowling Green,
Kentucky A.D.I. (3)

     10.20 Second Amendment to Development Agreement dated January 10, 1992, and
Third Amendment to Development  Agreement  dated January 26, 1994,  amending the
Standard Form Applebee's  Neighborhood  Grill & Bar Development  Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended
and supplemented,  pertaining to Virginia, West Virginia,  Washington, D.C., and
Louisville, Kentucky. (3)

     10.21 Amendment to Development  Agreement dated January 26, 1994,  amending
the Standard Form  Applebee's  Neighborhood  Grill & Bar  Development  Agreement
among the  Company,  Tom E.  DuPree,  Jr. and  Applebee's  International,  Inc.,
pertaining to Jacksonville, Florida A.D.I. (3)

     10.22 Apple  South,  Inc.  [Restated]  Profit  Sharing Plan and Trust dated
October 26, 1993. (3)

     10.23 Amended form of Stock Option  Agreement  under the Apple South,  Inc.
1988 Stock Option Plan. (3)


                                       14

<PAGE>



     10.24 Apple South, Inc. 1993 Stock Incentive Plan. (3)

     10.25 Form of Stock Option Agreement under the Apple South, Inc. 1993 Stock
Incentive Plan. (3)

     10.26  Second  Supplement  to  Development  Agreement  dated July 27, 1994,
between  the  Company  and  Applebee's   International,   Inc.,   pertaining  to
Chattanooga,   Tennessee  A.D.I.,  Knoxville,   Tennessee  A.D.I.  and  Bristol-
Kingsport-Johnson City: Tri-Cities A.D.I. (5) (11)

     10.27  Universal  Agreement dated June 30, 1995, by and between the Company
and  Applebee's  International,  Inc.  amending  the Standard  Form  Development
Agreements  appearing as Exhibits  10.5 through 10.9,  10.15,  and 10.28 through
10.30.

     10.28  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement,  dated April 25,  1995,  by and  between  the Company and  Applebee's
International,  Inc.,  pertaining  to the Cedar  Rapids,  and Des  Moines,  Iowa
A.D.I.s,  the  Rockford,  Illinois  A.D.I.  and  portions of the  Davenport-Rock
Island-  Moline:   Quad  City  A.D.I.;   the  Sioux  City,   Iowa  A.D.I.;   the
Peoria-Bloomington,  Illinois,  A.D.I.;  and the  Rochester-Mason  City-  Austin
A.D.I. (11)

     10.29  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement,  dated June 30,  1995,  by and between  the  Company  and  Applebee's
International,  Inc.,  pertaining to a portion of the Chicago,  Illinois  A.D.I.
(11)

     10.30  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement  dated December 29, 1989 by and between Marcus  Restaurants,  Inc. And
Applebee's   International,   Inc.   pertaining  to  the   Milwaukee,   Madison,
LaCrosse-Eau  Claire,  Wausau-Rhinelander,  and  Green  Bay-Appleton,  Wisconsin
A.D.I.s. (11)

     10.31  Consent  and  Release  Agreement  by and among the  company,  Marcus
Restaurants,  Inc.  and  Applebee's  International,  Inc.  dated  June 30,  1995
pertaining to the  development and franchise  rights in the Milwaukee,  Madison,
LaCrosse-Eau  Claire,  Wausau-Rhinelander,  and  Green  Bay-Appleton,  Wisconsin
A.D.I.s. (11)

     10.32 Amendment to Development Agreement dated June 30, 1995 by and between
the Company and Applebee's International,  pertaining to market areas in portion
of Illinois, Iowa, Missouri and Wisconsin. (11)

     10.33 Second Amendment to Development  Agreement dated June 30, 1995 by and
between  the Company  and  Applebee's  International,  Inc.,  pertaining  to the
Milwaukee,   Madison,   LaCrosse-Eau  Claire,   Wausau-  Rhinelander  and  Green
Bay-Appleton, Wisconsin A.D.I.s. (11)

     10.34 Fifth  Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
West Palm Beach, Ft. Myers and Sarasota A.D.I. (11)

     10.35 Fourth  Amendment to  Development  Agreement  dated June 30, 1995 and
Third Amendment to Development  Agreement dated February 24, 1995 by and between
the Company and  Applebee's  International,  Inc.,  amending the  Standard  Form
Applebee's  Neighborhood  Grill & Bar  Development  Agreement  pertaining to the
South Carolina market. (11)

     10.36 Second Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Chattanooga  A.D.I.,  the Knoxville  A.D.I. and the  Bristol-Kingsport-  Johnson
City: Tri-Cities A.D.I. (11)

     10.37 Fourth Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Tennessee/Mississippi A.D.I. (11)


                                       15

<PAGE>



     10.38 Second Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Jacksonville, Florida A.D.I. (11)

     10.39 Fifth  Amendment  to  Development  Agreement  dated June 30, 1995 and
Fourth  Amendment to  Development  Agreement  dated  February  24, 1995,  by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's  Neighborhood  Grill & Bar Development  Agreement  pertaining to
Virginia, West Virginia, Washington, D.C. and Louisville, Kentucky. (11)

     10.40 Third  Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Nashville, Tennessee A.D.I. and the Bowling Green, Kentucky A.D.I. (11)

     10.41 $30 Million  Amended and  Restated  Participation  Agreement  Between
Apple South,  Inc., DR Holdings,  L.P.,  Trust Company Bank,  Southtrust Bank of
Georgia,  N.A., Life Insurance Company of Georgia,  and Columbine Life Insurance
Company. (7)

     10.42 Lease and Development  Agreement Between DR Holdings,  L.P. and Apple
South, Inc. (7)

     10.43 Second Amended and Restated  Credit  Agreement,  dated March 1, 1998,
among Apple South, Inc. Wachovia Bank,  National  Association,  as agent for the
lenders, and the Banks listed as parties thereto.

     10.44  Participation  Agreement  (Apple South Trust No. 97-1),  dated as of
September 24, 1997,  among Apple South,  Inc., as lessee,  First  Security Bank,
National  Association,  as lessor,  SunTrust Bank,  Atlanta,  as  administrative
agent, and the holders and lenders signatory thereto.

     10.45 $70 million Credit  Agreement,  dated December 10, 1997,  among Apple
South, Inc., Wachovia Bank, National Association,  as agent for the lenders, and
the Banks listed as parties thereto.

     13.1 Annual Report to  Shareholders  for the fiscal year ended December 28,
1997.

     22.1 Definitive  Proxy Statement for use in connection with the 1998 Annual
Meeting of Shareholders, filed with the Commission on March 20, 1998.

     23.1 Consent of KPMG Peat Marwick LLP.

     27.1 Financial Data Schedule (EDGAR version only).

     99.1 Safe harbor  under the  Private  Securities  Litigation  Reform Act of
1995. (13)




     (1)  Incorporated  by reference to the  corresponding  exhibit number filed
     with the Company's Registration Statement on Form S-1, File No. 33-42662.

     (2)  Incorporated  by reference to the  corresponding  exhibit number filed
     with the Company's Registration Statement on Form S-1, File No. 33-58378.

     (3)  Incorporated by reference to the Company's  Annual Report on Form 10-K
     for its fiscal year ended December 31, 1993.

     (4)  Incorporated  by  reference  to Exhibit  2.1 filed with the  Company's
     Report on Form 8-K dated April 12, 1994.


                                       16

<PAGE>



     (5)  Incorporated by reference to the Company's  Annual Report on Form 10-K
     for the fiscal year ended December 31, 1994.

     (6)  Incorporated  by reference to Exhibit  10.30 filed with the  Company's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1994.

     (7) Incorporated by reference to the registrant's  Quarterly Report on Form
     10-Q for its fiscal quarter ended April 2, 1995.

     (8) Incorporated by reference to the registrant's  Quarterly Report on Form
     10-Q for its fiscal quarter ended July 2, 1995.

     (9) Incorporated by reference to the registrant's  Quarterly Report on Form
     10-Q for its fiscal quarter ended October 1, 1995.

     (10) Incorporated by reference to the Company's  registration  statement on
     Form S-3, File No. 333-02958.

     (11)  Incorporated by reference to the Company's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1995.

     (12) Incorporated by reference to the registrant's Quarterly Report on Form
     10-Q for its fiscal quarter ended March 30, 1997.

     (13) Incorporated by reference to the registrant's Quarterly Report on Form
     10-Q for its fiscal quarter ended June 29, 1997.

     (14)  Incorporated  by  reference  to Exhibit 2.1 filed with the  Company's
     Report on Form 8-K dated January 15, 1998.

     (15) Incorporated by reference to the Company's  registration  statement on
     Form S-3, File No. 333-25205.





























                                       17

<PAGE>



SIGNATURES


       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                APPLE SOUTH, INC.


                                                  By:/s/ Tom E. DuPree, Jr.
                                                     ---------------------------
                                                     Tom E. DuPree, Jr.
                                                     Chief Executive Officer and
                                                     Chairman of the Board
March 3, 1998
Atlanta, Georgia

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



Signature                               Title                          Date


/s/ Tom E. DuPree, Jr.          Chairman of the Board of           March 3, 1998
-----------------------         Directors and Chief Executive
Tom E. DuPree, Jr.              Officer (principal executive officer)

/s/  S. Kirk Kinsell            Director and President and Chief   March 3, 1998
-----------------------         Operating Officer
S. Kirk Kinsell                                

/s/ Erich J. Booth              Director and Chief Financial       March 3, 1998
-----------------------         Officer
Erich J. Booth

/s/ John G. McLeod, Jr.         Senior Vice President - Human      March 3, 1998
-----------------------         Resources, and Secretary
John G. McLeod, Jr.                           

/s/ Margaret E. Waldrep         Chief Administrative Officer       March 3, 1998
-----------------------
Margaret E. Waldrep

/s/ Philip L. Ammons            Chief Accounting Officer           March 3, 1998
-----------------------
Philip L. Ammons

/s/ Thomas R. Williams          Director                           March 3, 1998
-----------------------
Thomas R. Williams

/s/ James W. Rowe               Director                           March 3, 1998
-----------------------
James W. Rowe

/s/ Dr. Ruth G. Shaw            Director                           March 3, 1998
-----------------------
Dr. Ruth G. Shaw

/s/ John L. Moorhead            Director                           March 3, 1998
-----------------------
John L. Moorhead


                                       18

<PAGE>





                                  Exhibit Index

Exhibit Number

     2.1  Stock  Purchase  Agreement  among  the  Company,  the  owners  of  the
partnership interests in Apple Tenn-Flo,  L.P., et al. dated March 18, 1994.
(4)

     2.2 Asset  Purchase  Agreement  among the Company,  TUG, Inc., et al. dated
February 1, 1995. (6) 

     2.3  Asset  Purchase   Agreement   among  Apple  South,   Inc.  And  Marcus
Restaurants, Inc. Et al, dated April 12, 1995. (8) 

     2.4 Agreement  and Plan of Merger,  dated August 15, 1995, by and among the
Company, SALSA Acquisition Corp., and DF&R Restaurants, Inc. (9) 

     2.5 Agreement and Plan of Merger among Apple South,  Inc., M&S  Acquisition
of Delaware Inc., and McCormick & Schmick Holding Corp., et. al., dated February
6, 1997. (12) 

     2.6 Agreements  and Plan of Merger among Apple South,  Inc., HG Acquisition
Corp., and Mason and Schelldorf  Leasing Company,  Hops  Restaurants,  Inc., et.
al., dated February 6, 1997. (12) 

     2.7  Agreement  and  Plan  of  Merger  among  Apple  South,   Inc.,  Coyote
Acquisition  Corp.,  and Canyon Cafes,  Inc., et. al., dated June 19, 1997. (13)

     2.8  Asset  Purchase  Agreement  dated  December  23,  1997  by  and  among
Applebee's International, Inc. and Apple South, Inc. (14) 

     2.9 Asset  Purchase  Agreement  dated March 16,  1998 by and among  Quality
Restaurant Concepts, L.L.C., and Apple South, Inc. 

     3.1 Amended and  Restated  Articles of  Incorporation  of the  Company,  as
amended August 1, 1995. (8) 

     3.2 By-laws of the Company. (1)

     4.1 See Exhibits 3.1 and 3.2 for  provisions in the  Company's  Amended and
Restated Articles of Incorporation and by-laws defining the rights of holders of
the Company's Common Stock. (1) 

     4.2  Indenture  dated May 1, 1996,  between the Company and SunTrust  Bank,
Atlanta, as Trustee. (10) 

     4.3 Trust  Agreement  of Apple South  Financing I, dated as of February 18,
1997, among Apple South, Inc., First Union National Bank of Georgia, First Union
Bank of Delaware and Lansing S. Patterson.(15) 

     4.4 Amended and Restated  Declaration of Trust of Apple South  Financing I,
dated as of March 11, 1997,  among Apple South,  Inc.,  as Sponsor,  First Union
National  Bank  of  Georgia,  as  Institutional  Trustee,  First  Union  Bank of
Delaware, as Delaware Trustee, and the Regular Trustees named therein. (15) 

     4.5 Indenture for the 7% Convertible Subordinated  Debentures,  dated as of
March 6, 1997,  between  Apple  South,  Inc.  and First Union  National  Bank of
Georgia, as Trustee. (15) 

     4.6 Form of $3.50 Term Convertible Security,  Series A (included in Exhibit
4.4).

                                       19

<PAGE>



     4.7 Form of 7%  Convertible  Subordinated  Debenture  (included  in Exhibit
4.5).

     4.8 Preferred Securities  Guarantee Agreement,  dated as of March 11, 1997,
between  Apple South,  Inc.,  as  Guarantor,  and First Union  National  Bank of
Georgia, as Preferred Guarantee Trustee. (15)

     4.9 Registration  Rights Agreement,  dated as of March 11, 1997 among Apple
South,  Inc., Apple South Financing I, J.P. Morgan  Securities,  Inc., and Smith
Barney, Inc. (15) 

     10.1 Apple South, Inc. 1988 Stock Option Plan. (1) 

     10.2 Form of Stock Option Agreement under the Apple South,  Inc. 1988 Stock
Option Plan. (1) (11) 

     10.3  Form  of  Apple  South,  Inc.  Director's  Indemnification  Agreement
executed by and  between the Company and each member of its Board of  Directors.
(1) 

     10.4 Form of Apple South, Inc. Officer's Indemnification Agreement executed
between the Company and each of its executive officers. (1) 

     10.5  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented, pertaining to South Carolina. (1) (11) 

     10.6  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented,  pertaining to West Palm Beach, Ft. Myers and
Sarasota A.D.I. (1) (11) 

     10.7  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented,  pertaining to  Tennessee/Mississippi  A.D.I.
(1) (11) 

     10.8  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., as amended and supplemented, pertaining to Nashville, Tennessee A.D.I. and
Bowling Green, Kentucky A.D.I. (1) (11) 

     10.9  Standard  Form  Applebee's   Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc.,  as amended and  supplemented,  pertaining  to  Virginia,  West  Virginia,
Washington, D.C., and Louisville, Kentucky. (1) (11) 

     10.10 Standard Form Applebee's Neighborhood Grill & Bar Franchise Agreement
among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,  Inc. (5)
(11) 

     10.11 Foodservice Distribution Agreement between PYA/Monarch,  Inc. and the
Company. (1) 

     10.12 Apple South,  Inc.  Employee Stock Ownership Plan and Trust. (1) (11)


     10.13 Apple South, Inc. Profit Sharing Plan and Trust. (1) (11) 

     10.14  Amendment No. 2 to the Apple South,  Inc.  Employee Stock  Ownership
Plan and Trust, dated November 22, 1993. (3) 

     10.15  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement among the Company,  Tom E. DuPree,  Jr. and Applebee's  International,
Inc., pertaining to Jacksonville, Florida A.D.I. (2) (11) 

     10.16  Amendment to Development  Agreement  dated January 10, 1992,  Second
Amendment and

                                       20

<PAGE>



Supplement  to  Development  Agreement  dated  May 14, 1993, and Third Amendment
to  Development  Agreement  dated  January 26, 1994,  amending the Standard Form
Applebee's Neighborhood Grill & Bar Development Agreement among the Company, Tom
E. DuPree, Jr. and Applebee's International,  Inc., as amended and supplemented,
pertaining to South Carolina. (3) 

     10.17 Third Amendment to Development  Agreement dated January 10, 1992, and
Fourth Amendment to Development  Agreement dated January 26, 1994,  amending the
Standard Form Applebee's  Neighborhood  Grill & Bar Development  Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended
and supplemented,  pertaining to West Palm Beach, Ft. Meyers and Sarasota A.D.I.
(3) 

     10.18 Second Amendment to Development Agreement dated January 10, 1992, and
Third Amendment to Development  Agreement  dated January 26, 1994,  amending the
Standard Form Applebee's  Neighborhood  Grill & Bar Development  Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended
and supplemented, pertaining to Tennessee/ Mississippi A.D.I. (3) 

     10.19  Amendment to Development  Agreement  dated January 10, 1992, and its
Second Amendment to Development  Agreement dated January 26, 1994,  amending the
Standard Form Applebee's eighborhood Grill & Bar Development Agreement among the
Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended and
supplemented,  pertaining  to Nashville,  Tennessee  A.D.I.  and Bowling  Green,
Kentucky A.D.I. (3) 

     10.20 Second Amendment to Development Agreement dated January 10, 1992, and
Third Amendment to Development  Agreement  dated January 26, 1994,  amending the
Standard Form Applebee's  Neighborhood  Grill & Bar Development  Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., as amended
and supplemented,  pertaining to Virginia, West Virginia,  Washington, D.C., and
Louisville, Kentucky. (3) 

     10.21 Amendment to Development  Agreement dated January 26, 1994,  amending
the Standard orm Applebee's Neighborhood Grill & Bar Development Agreement among
the Company, Tom E. DuPree, Jr. and Applebee's  International,  Inc., pertaining
to Jacksonville, Florida A.D.I. (3) 

     10.22 Apple  South,  Inc.  [Restated]  Profit  Sharing Plan and Trust dated
October 26, 1993. (3) 

     10.23 Amended form of Stock Option  Agreement  under the Apple South,  Inc.
1988 Stock Option Plan. (3) 

     10.24 Apple South, Inc. 1993 Stock Incentive Plan. (3) 

     10.25 Form of Stock Option Agreement under the Apple South, Inc. 1993 Stock
Incentive Plan. (3) 

     10.26  Second  Supplement  to  Development  Agreement  dated July 27, 1994,
between  the  Company  and  Applebee's   International,   Inc.,   pertaining  to
Chattanooga,    Tennessee    A.D.I.,    Knoxville,    Tennessee    A.D.I.    and
Bristol-Kingsport-Johnson City: Tri-Cities A.D.I. (5) (11) 

     10.27  Universal  Agreement dated June 30, 1995, by and between the Company
and  Applebee's  International,  Inc.  amending  the Standard  Form  Development
Agreements  appearing as Exhibits  10.5 through  10.9,10.15,  and 10.28  through
10.30. 

     10.28  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement,  dated April 25,  1995,  by and  between  the Company and  Applebee's
International,  Inc.,  pertaining  to the Cedar  Rapids,  and Des  Moines,  Iowa
A.D.I.s,  the Rockford,  Illinois  A.D.I.  and portions of the  Davenport-  Rock
Island-  Moline:   Quad  City  A.D.I.;   the  Sioux  City,   Iowa  A.D.I.;   the
Peoria-Bloomington, Illinois, A.D.I.; and the Rochester-Mason City-Austin A.D.I.
(11) 


                                       21

<PAGE>



     10.29  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement,  dated June 30,  1995,  by and between  the  Company  and  Applebee's
International,  Inc.,  pertaining to a portion of the Chicago,  Illinois  A.D.I.
(11) 

     10.30  Standard  Form  Applebee's  Neighborhood  Grill  &  Bar  Development
Agreement  dated December 29, 1989 by and between Marcus  Restaurants,  Inc. And
Applebee's   International,   Inc.   pertaining  to  the   Milwaukee,   Madison,
LaCrosse-Eau  Claire,  Wausau-Rhinelander,  and  Green  Bay-Appleton,  Wisconsin
A.D.I.s. (11) 

     10.31  Consent  and  Release  Agreement  by and among the  company,  Marcus
Restaurants,  Inc.  and  Applebee's  International,  Inc.  dated  June 30,  1995
pertaining to the  development and franchise  rights in the Milwaukee,  Madison,
LaCrosse-Eau  Claire,  Wausau-Rhinelander,  and Green Bay-  Appleton,  Wisconsin
A.D.I.s. (11) 

     10.32 Amendment to Development Agreement dated June 30, 1995 by and between
the Company and Applebee's International,  pertaining to market areas in portion
of Illinois, Iowa, Missouri and Wisconsin. (11) 

     10.33 Second Amendment to Development  Agreement dated June 30, 1995 by and
between  the  ompany  and  Applebee's  International,  Inc.,  pertaining  to the
Milwaukee,   Madison,   LaCrosse-Eau   Claire,   Wausau-Rhinelander   and  Green
Bay-Appleton, Wisconsin A.D.I.s. (11) 

     10.34 Fifth  Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
West Palm Beach, Ft. Myers and Sarasota A.D.I. (11) 

     10.35 Fourth  Amendment to  Development  Agreement  dated June 30, 1995 and
Third Amendment to Development  Agreement dated February 24, 1995 by and between
the Company and  Applebee's  International,  Inc.,  amending the  Standard  Form
Applebee's  Neighborhood  Grill & Bar  Development  Agreement  pertaining to the
South Carolina market. (11) 

     10.36 Second Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Chattanooga A.D.I., the Knoxville A.D.I. and the Bristol-Kingsport-Johnson City:
Tri-Cities A.D.I. (11) 

     10.37 Fourth Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Tennessee/Mississippi A.D.I. (11) 

     10.38 Second Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Jacksonville, Florida A.D.I. (11) 

     10.39 Fifth  Amendment  to  Development  Agreement  dated June 30, 1995 and
Fourth  Amendment to  Development  Agreement  dated  February  24, 1995,  by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's  Neighborhood  Grill & Bar Development  Agreement  pertaining to
Virginia, West Virginia, Washington, D.C. and Louisville, Kentucky. (11) 

     10.40 Third  Amendment to Development  Agreement dated June 30, 1995 by and
between the Company and Applebee's  International,  Inc.,  amending the Standard
Form Applebee's Neighborhood Grill & Bar Development Agreement pertaining to the
Nashville, Tennessee A.D.I. and the Bowling Green, Kentucky A.D.I. (11) 


                                       22

<PAGE>



     10.41 $30 Million  Amended and  Restated  Participation  Agreement  Between
Apple South,  Inc., DR Holdings,  L.P.,  Trust Company Bank,  Southtrust Bank of
Georgia,  N.A., Life Insurance Company of Georgia,  and Columbine Life Insurance
Company. (7) 

     10.42 Lease and Development  Agreement Between DR Holdings,  L.P. and Apple
South, Inc. (7) 

     10.43 Second Amended and Restated  Credit  Agreement,  dated March 1, 1998,
among Apple South, Inc. Wachovia Bank,  National  Association,  as agent for the
lenders, and the Banks listed as parties thereto.

     10.44  Participation  Agreement  (Apple South Trust No. 97-1),  dated as of
September 24, 1997,  among Apple South,  Inc., as lessee,  First  Security Bank,
National  Association,  as lessor,  SunTrust Bank,  Atlanta,  as  administrative
agent, and the holders and lenders signatory thereto. 

     10.45 $70 million Credit  Agreement,  dated December 10, 1997,  among Apple
South, Inc., Wachovia Bank, National Association,  as agent for the lenders, and
the Banks listed as parties thereto. 

     13.1 Annual Report to  Shareholders  for the fiscal year ended December 28,
1997. 

     22.1 Definitive  Proxy Statement for use in connection with the 1998 Annual
Meeting of Shareholders, filed with the Commission on March 20, 1998. 

     23.1 Consent of KPMG Peat Marwick LLP. 

     27.1 Financial Data Schedule (EDGAR version only)

     99.1 Safe harbor  under the  Private  Securities  Litigation  Reform Act of
1995. (13) 




     (1)  Incorporated  by reference to the  corresponding  exhibit number filed
     with the Company's Registration Statement on Form S-1, File No. 33-42662.

     (2)  Incorporated  by reference to the  corresponding  exhibit number filed
     with the Company's Registration Statement on Form S-1, File No. 33-58378.

     (3)  Incorporated by reference to the Company's  Annual Report on Form 10-K
     for its fiscal year ended December 31, 1993.

     (4)  Incorporated  by  reference  to Exhibit  2.1 filed with the  Company's
     Report on Form 8-K dated April 12, 1994.

     (5)  Incorporated by reference to the Company's  Annual Report on Form 10-K
     for the fiscal year ended December 31, 1994.

     (6)  Incorporated  by reference to Exhibit  10.30 filed with the  Company's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1994.

     (7) Incorporated by reference to the registrant's  Quarterly Report on Form
     10-Q for its fiscal quarter ended April 2, 1995.

     (8) Incorporated by reference to the registrant's  Quarterly Report on Form
     10-Q for its fiscal quarter ended July 2, 1995.

     (9) Incorporated by reference to the registrant's  Quarterly Report on Form
     10-Q for its fiscal quarter ended October 1, 1995.

                                       23

<PAGE>


     (10) Incorporated by reference to the Company's  registration  statement on
     Form S-3, File No. 333-02958.

     (11)  Incorporated by reference to the Company's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1995.


     (12) Incorporated by reference to the registrant's Quarterly Report on Form
     10-Q for its fiscal quarter ended March 30, 1997.

     (13) Incorporated by reference to the registrant's Quarterly Report on Form
     10-Q for its fiscal quarter ended June 29, 1997.

     (14)  Incorporated  by  reference  to Exhibit 2.1 filed with the  Company's
     Report on Form 8-K dated January 15, 1998.

     (15) Incorporated by reference to the Company's  registration  statement on
     Form S-3, File No. 333-25205.






                                       24