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 [NO FEE REQUIRED]

     For the fiscal year ended December 30, 1997
                                      OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        Commission file number 1-10725
                         Furr's/Bishop's, Incorporated
            (Exact name of Registrant as specified in its charter)

               DELAWARE                                     75-2350724    
     (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:

                                                     Name of each exchange
       Title of each class                            on which registered
       -------------------                           ---------------------
     Common Stock, par value                        New York Stock Exchange
         $.01 per share

     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.[ ]

     The aggregate market value of the Voting Stock held by non-affiliates of
the Registrant, based upon the closing price of the registrant's Common Stock
on March 25, 1998 was $36,468,781.

     The number of shares outstanding of each of the registrant's classes of
stock as of the latest practicable date are as follows:
                                                        Shares Outstanding
                  Class                                as of March 23, 1998 
     --------------------------------------            --------------------
     Common Stock, par value $.01 per share                 48,675,168

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     NONE

<PAGE>


Item 2.  Properties

Restaurant Locations.  The following table sets forth the number of restaurants
operated by the Company in certain states as of March 3, 1998.

<TABLE>
<CAPTION>

               State                Number Of Restaurants
               -----                ---------------------
               <S>                  <C>
               Arizona                         8
               Arkansas                        2
               California                      2
               Colorado                       10
               Illinois                        1
               Iowa                            5
               Kansas                          7
               Missouri                        3
               Nevada                          2
               New Mexico                     15
               Oklahoma                       10
               Texas                          38
                                             ---
                                             103
</TABLE>

Site Selection.  The Company generally intends to reposition existing
restaurants or open new restaurants in markets in which the Company's
restaurants are presently located and in adjacent markets, in order to improve
the Company's competitive position and increase operating margins by obtaining
economies of scale in merchandising, advertising, distribution, purchasing and
supervision.  The primary criteria considered by the Company in selecting new
locations are a high level of customer traffic, convenience to both lunch and 
dinner customers in demographic groups that tend to favor the Company's
restaurants, and the occupancy cost of the proposed restaurant.  The ability of
the Company to open new restaurants depends on a number of factors, including
its ability to find suitable locations and negotiate acceptable leases, its
ability to attract and retain a sufficient number of qualified restaurant
managers, and the availability of sufficient financing.  

Properties.  Forty-seven of the Company's restaurants are leased from third
parties, another 34 are subleased under a master sublease agreement, 13 are
owned and are situated on land leased from third parties and nine are owned in
fee simple.  Most of the leases have initial terms of from 10 to 20 years and
contain provisions permitting renewal for one or more specified terms at
specified rental rates.  Some leases provide for fixed annual rent plus rent
based on a percentage of sales.  The average restaurant contains approximately
10,000 square feet and seats approximately 300 guests.

Dynamic Foods' food manufacturing and distribution facility contains
approximately 175,000 square feet and is situated on approximately 24 acres
owned in fee simple by the Company in Lubbock, Texas.  In addition, a grocery
warehouse of approximately 36,000 square feet, a truck terminal of
approximately 7,200 square feet and a sales office of approximately 4,000
square feet are located adjacent to the distribution facility.





<PAGE>



The Company's executive offices in Lubbock, Texas consist of approximately
34,000 square feet situated on approximately three acres of land owned in fee
simple by the Company.  The Company believes that its properties will be
adequate to conduct its current operations for the foreseeable future.
 
The Company leases eight properties under a master sublease, owns nine
buildings situated on land leased from third parties and owns two buildings on
land owned in fee simple, which are not used in the Company's restaurant
business and are periodically leased to third parties.



















































<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.

                                   FURR'S/BISHOP'S, INCORPORATED

DATE:   April 2, 1998                 /s/ Alton R. Smith    
                                      ---------------------------
                                      Alton R. Smith    
                                      Principal Accounting Officer