UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                                 FORM 10-K/A
                               AMENDMENT NO.2

[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 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.[X]

     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 11, 1997 was $73,007,906.

     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 11, 1997 

Common Stock, par value $.01 per share                          48,671,937

                     DOCUMENTS INCORPORATED BY REFERENCE
                                    NONE
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Item 14(c) is amended to read as follows:
       (c) Exhibits
Exhibit
No.    Description

3.1    Amended and Restated Certificate of Incorporation of Furr's/Bishop's,
       Incorporated, incorporated by reference from the Registrant's
       Registration Statement on Form S-4 (File No. 33-38978).

3.2    By-laws of Furr's/Bishop's, Incorporated, as amended September 17, 1996,
       incorporated by reference from the Registrant's Form 10-Q for the
       quarter ended October 1, 1996.

3.3    Certificate of Amendment to the Amended and Restated Certificate of     
       Incorporation of Furr's/Bishop's, Incorporated, incorporated by         
       reference from the Registrant's Registration Statement on form S-4 (File
       No. 33-92236).

3.4    Second Certificate of Amendment to the Amended and Restated Certificate 
       of Incorporation of Furr's/Bishop's, Incorporated, incorporated by      
       reference from the Registrant's Form 10-K for the year ended January 2, 
       1996.

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 Registration Statement on Form S-1 of Cafeteria Operators, L.P.     
       (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 Registration Statement on Form S-1 of Cafeteria Operators, L.P.     
       (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            
       Registrant's Registration Statement on Form S-4 (File No. 33-92236).

10.2   Warrant Agreement dated as of July 10, 1995 by and between              
       Furr's/Bishop's, Incorporated and Chemical Bank, incorporated by        
       reference from the Registrant's Registration Statement on Form S-4 (File
       No. 33-92236).

10.3   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           
       Registrant's Registration Statement on Form S-1 (File No. 333-4876).

10.4   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.,            
       incorporated by reference from the Form 10-K for the fiscal year ended  
       December 31, 1996 of Cafeteria Operators, L.P. (File No. 333-4578).

11.0   Computation of Net Income (Loss) Per Common Share




<PAGE>


21.0   Subsidiaries of the Registrant.

27.0   Financial Data Schedule.


























































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                                  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:    May 12, 1997                 /s/ Alton R. Smith
                                      ---------------------------
                                      Alton R. Smith
                                      Principal Accounting Officer