UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A     
                                 AMENDMENT NO. 1

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 [FEE REQUIRED]

     For the fiscal year ended December 31, 1996
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       

     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         Commission file number 333-4578
                            Cafeteria Operators, L.P.
             (Exact name of Registrant as specified in its charter)

                  DELAWARE                                   75-2186655    
     (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                     Identification No.)

      6901 QUAKER AVE., LUBBOCK, TX                              79413        
  (Address of principal executive office)                      (Zip Code)

Registrant's telephone number, including area code           (806) 792-7151  

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

     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
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 definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[X]










                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE


<PAGE>


Item 14. (c) is amended to read as follows:

         (c)  Exhibits
      
Exhibit
  No.               Description

3.1        Second Amended and Restated Agreement of Limited Partnership of
           Cafeteria Operators, L.P. (included as Exhibit I to the Exchange 
           Agreement filed as Exhibit 10.1).

3.2        Certificate of Amendment to the Certificate of Limited Partnership
           of Cafeteria Operators, L.P. dated July 11, 1995, incorporated by 
           reference from the Registrant's Registration Statement on Form S-1 
           (File No. 333-4578).

4.1        Amended and Restated Indenture, dated as of November 15, 1995, by
           and between Cafeteria Operators, L.P. and Fleet National Bank of 
           Massachusetts (fka Shawmut Bank, N.A.), incorporated by reference 
           from the Registrant's Registration Statement on Form S-1 (File No. 
           333-4578).

4.2        First Supplemental Indenture dated as of January 24, 1996, by and
           between Cafeteria Operators, L.P. and Fleet National Bank of
           Massachusetts (fka Shawmut Bank, N.A.), incorporated by reference 
           from the Registrant's Registration Statement on Form S-1 (File No. 
           333-4578).                   

10.1       Exchange Agreement, dated as of November 15, 1995, among 
           Furr's/Bishop's, Incorporated, Cafeteria Operators, L.P. and holders
           of the 11% Senior Secured Notes, incorporated by reference from the
           Registrant's Registration Statement on Form S-1 (File No. 333-4578).

10.2       Consulting and Indemnity Agreement and General Release, dated as of
           June 7, 1996 by and between Kevin E. Lewis, Furr's/Bishop's,
           Incorporated and Cafeteria Operators, L.P., incorporated by 
           reference from the Registration Statement on Form S-1 (File No. 333-
           4576) of Furr's/Bishop's, Incorporated.

10.3       First Amendment to Consulting and Indemnity Agreement and General
           Release, dated as of September 17, 1996 by and between Kevin E.
           Lewis, Furr's/Bishop's, Incorporated and Cafeteria Operators, L.P.

21.0       Subsidiaries of the Registrant.  

27.0       Financial Data Schedule.














<PAGE>


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

                                      CAFETERIA OPERATORS, L.P.
                                      By: Furr's/Bishop's, Incorporated
                                      its managing general partner
 
DATE:    May 12, 1997                 /s/ Alton R. Smith
                                      ---------------------------
                                      Alton R. Smith
                                      Principal Accounting Officer