SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

                  For the quarterly period ended March 30, 1999

                                       OR

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

                          COMMISSION FILE NO. 333-4578

                            CAFETERIA OPERATORS, L.P.

          INCORPORATED IN DELAWARE       I.R.S. EMPLOYER IDENTIFICATION
                                                   NO.75-2186655

       3001 E. PRESIDENT GEORGE BUSH HWY., SUITE 200, RICHARDSON, TX 75082

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (972) 808-2923

-------------------------------------------------------------------------------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 [ ]

-------------------------------------------------------------------------------







                                  Page 1 of 16
                        Exhibit Index Located on Page 15







<PAGE>



                            CAFETERIA OPERATORS, L.P.


                                      INDEX


PART I.   FINANCIAL INFORMATION                                       PAGE
                                        

 Item 1.  Financial Statements


          Condensed Consolidated Balance Sheets - 
          March 30, 1999(Unaudited) and December 29, 1998              3

          Unaudited Condensed Consolidated Statements
          of Operations - For the thirteen weeks
          ended March 30, 1999 and March 31, 1998                      5

          Unaudited Condensed Consolidated Statement of 
          Partner's Deficit - For the thirteen weeks ended 
          March 30, 1999                                               6

          Unaudited Condensed Consolidated Statements of
          Cash Flows - For the thirteen weeks ended 
          March 30, 1999 and March 31, 1998                            7

          Notes to Unaudited Condensed Consolidated
          Financial Statements                                         8


 Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         10

PART II.  OTHER INFORMATION                                           14

SIGNATURES                                                       





















                                     Page 2

<PAGE>
<TABLE>

                   CAFETERIA OPERATORS, L.P. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<CAPTION>

                                                      March 30,    December 29,
                                                        1999          1998
                                                     -----------   -----------
                                                     (Unaudited)
<S>                                                  <C>           <C>
Assets

Current assets:
     Cash and cash equivalents                       $    11,893   $    11,478
     Accounts and notes receivable, net                      840           623
     Inventories                                           6,655         7,014
     Prepaid expenses and other                            1,194           442
                                                     -----------   -----------
          Total current assets                            20,582        19,557
                                                               
Property, plant and equipment, net                        48,117        48,320
Receivable from affiliates                                13,052        12,991
Other assets                                                 836           503  
                                                     -----------   -----------
                                                     $    82,587   $    81,371
                                                     ===========   =========== 

</TABLE>


























See accompanying notes to unaudited condensed consolidated financial 
statements.
                                                 (Continued on following page)
                                
                                     Page 3
<PAGE>
<TABLE>

                   CAFETERIA OPERATORS, L.P. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                             (dollars in thousands)

<CAPTION>

                                                      March 30,    December 29,
                                                        1999          1998
                                                     -----------   -----------
                                                     (Unaudited)
<S>                                                  <C>           <C>
Liabilities and Partner's Deficit

Current liabilities:
     Current maturities of long-term debt            $     5,493   $     5,493
     Trade accounts payable                                5,140         3,990
     Other payables and accrued expenses                  16,375        17,199
     Reserve for store closings - current                  1,224         1,316
                                                     -----------   -----------
          Total current liabilities                       28,232        27,998

Reserve for store closings, net of current portion         3,074         3,280
Long-term debt, net of current portion                    60,712        60,712
Other payables                                            15,446        15,586
Excess of future lease payments over fair value,
     net of amortization                                   2,226         2,330

Commitments and contingencies

Partner's deficit                                        (27,103)      (28,535)
                                                     -----------   -----------
                                                     $    82,587   $    81,371
                                                     ===========   ===========
</TABLE>






















See accompanying notes to unaudited condensed consolidated financial
statements.

                                     Page 4
<PAGE>
<TABLE>

                   CAFETERIA OPERATORS, L.P. AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (dollars in thousands)

<CAPTION>

                                                     Thirteen weeks ended
                                                   -------------------------
                                                    March 30,     March 31, 
                                                      1999          1998
                                                   -----------   -----------
<S>                                                <C>           <C>
Sales                                              $    46,003   $    46,212

Costs and expenses:
     Cost of sales (excluding depreciation)             13,659        13,548
     Selling, general and administrative                27,847        27,936
     Depreciation and amortization                       2,427         2,509
     Special charge                                        566           -  
                                                   -----------   -----------
                                                        44,571        44,037
                                                   -----------   -----------
Operating income                                         1,504         2,219

Interest expense                                            72            44
                                                   -----------   -----------
Net income                                         $     1,432   $     2,175
                                                   ===========   ===========
</TABLE>



























See accompanying notes to unaudited condensed consolidated financial
statements.

                                     Page 5
<PAGE>
<TABLE>

                   CAFETERIA OPERATORS, L.P. AND SUBSIDIARIES
         UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNER'S DEFICIT
                   FOR THE THIRTEEN WEEKS ENDED March 30, 1999
                             (dollars in thousands)

<CAPTION>
                                                  Accumulated
                                                     Other          Total
                           General    Limited    Comprehensive    Partner's
                           Partner    Partner         Loss         Deficit
                          ---------  ---------  ---------------  -----------
<S>                       <C>        <C>        <C>              <C>
Balance at
  December 29, 1998       $ (40,650) $  14,972  $        (2,857) $   (28,535)

  Net income                  1,432                                    1,432
                          ---------  ---------  ---------------  -----------
Balance at
  March 30, 1999          $ (39,218) $  14,972  $        (2,857) $   (27,103)
                          =========  =========  ===============  ===========
</TABLE>
































                              


See accompanying notes to unaudited condensed consolidated financial
statements. 

                                     Page 6
<PAGE>
<TABLE>
              CAFETERIA OPERATORS, L.P. AND SUBSIDIARIES
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (dollars in thousands) 
<CAPTION>
                                                       Thirteen weeks ended
                                                     -------------------------
                                                      March 30,     March 31, 
                                                        1999          1998
                                                     -----------   -----------
<S>                                                  <C>           <C>
Cash flows from operating activities:
  Net income                                         $     1,432   $     2,175
    Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization                       2,427         2,509
       (Gain)loss on disposition of assets                  (154)            5
       Other, net                                            (48)          154
       Changes in operating assets and liabilities:
         Accounts and notes receivable                       (92)           11
         Inventories                                         359          (231)
         Prepaid expenses and other                         (752)         (311)
         Trade accounts payable, other payables, 
           accrued expenses and other liabilities            326          (207)
                                                     -----------   -----------
       Net cash provided by operating activities           3,498         4,105
                                                     -----------   -----------
Cash flows from investing activities:
  Purchases of property, plant and equipment              (3,080)       (1,719)
  Expenditures charged to reserve for store closings        (351)         (405)
  Proceeds from the sale of property, plant and
    equipment                                                780           184
  Other, net                                                 (14)           (6)
                                                     -----------   -----------
       Net cash used in investing activities              (2,665)       (1,946)
                                                     -----------   -----------
Cash flows from financing activities:
  Payment of indebtedness                                    -          (2,746)
  Increase in receivable from affiliates                     (60)         (225)
  Other, net                                                (358)          (21)
                                                     -----------   -----------
        Net cash from financing activities                  (418)       (2,992)
                                                     -----------   -----------
Increase (decrease) in cash and cash equivalents             415          (833)

Cash and cash equivalents at beginning of period          11,478         4,395
                                                     -----------   -----------
Cash and cash equivalents at end of period           $    11,893   $     3,562
                                                     ===========   ===========
Supplemental disclosure of cash flow information:
 Interest paid, including $2,746 of interest in 1998
    classified as payment of indebtedness            $         2   $     2,748
                                                     ===========   ===========
 Non-cash investing activity: note receivable
    for sale of assets                               $       125   $       - 
                                                     ===========   ===========
</TABLE>
                                    
See accompanying notes to unaudited condensed consolidated financial
statements.  

                                     Page 7

<PAGE> 


                   CAFETERIA OPERATORS, L.P. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE A:  Summary of Significant Accounting Policies

    Cafeteria Operators, L.P., a Delaware limited partnership (the
"Partnership"), is wholly owned by Furr's/Bishop's, Incorporated (the
"Company") and currently operates 98 cafeterias and a buffet.  The financial
statements presented herein are the unaudited condensed consolidated financial
statements of the Partnership and its majority owned subsidiaries.

    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by generally
accepted accounting principles.  These statements should be read in conjunction
with the consolidated financial statements, and notes thereto, which are
included in the Partnership's Form 10-K for the year ended December 29, 1998. 
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation.

    The results of operations for the thirteen weeks ended March 30, 1999 may
not be indicative of the results that may be expected for the fiscal year
ending December 28, 1999.


NOTE B:  Income Tax

    For state and federal income tax purposes, the Partnership is not a
tax-paying entity.  As a result, the taxable income or loss, which may vary
substantially from income or loss reported for financial reporting purposes, is
included in the state and federal returns of the individual partners. 
Accordingly, no provision for income taxes is reflected in the accompanying
financial statements.


NOTE C:  Special Charge 

     The thirteen weeks ended March 30, 1999 includes a special charge of
$566,000 for the costs associated with the move of the Company's support center
from Lubbock, Texas to Richardson, Texas.
                                     
















                                     Page 8
<PAGE>



NOTE D:  Business Segments

Following is a summary of segment information of the Partnership for the
thirteen weeks ended March 30, 1999, and March 31, 1998:
                        
<TABLE>
<CAPTION>
                                        Cafeterias  Dynamic Foods    Total  
                                        ----------  -------------  ----------
<S>                                     <C>         <C>            <C>
1999:
   External revenues                    $   45,763  $         240  $   46,003
   Intersegment revenues                       -           14,595      14,595
   Depreciation and amortization             2,186            241       2,427
   Segment profit                            1,208            224       1,432

1998:
   External revenues                        45,962            250      46,212
   Intersegment revenues                       -           14,119      14,119
   Depreciation and amortization             2,310            203       2,513
   Segment profit                            1,847            328       2,175

</TABLE>

Following is a reconciliation of reportable segments to the Partnership's
consolidated totals for the thirteen weeks ended March 30, 1999 and March 31,
1998:

<TABLE>
<CAPTION>
                                                    March 30,     March 31, 
                                                      1999          1998
                                                   -----------   -----------
<S>                                                <C>           <C>            
Revenues
   Total revenues of reportable segments           $    60,598   $    60,331
   Elimination of inter-segment revenue                (14,595)      (14,119)
                                                   -----------   -----------
      Total consolidated revenues                  $    46,003   $    46,212
                                                   ===========   ===========

</TABLE>
















                                     Page 9

<PAGE>


NOTE E:  New Accounting Pronouncements

    On January 1, 1999, the Partnership adopted the American Institute of
Certified Public Accountants Statement of Position (SOP) 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use".  SOP
98-1 requires companies to capitalize certain internal-use software costs once
certain criteria are met.  Adoption of this statement did not have a material
impact on the Partnership's consolidated financial position, results of
operations or cash flows.

    On January 1, 1999, the Partnership adopted the American Institute of
Certified Public Accountants SOP 98-5, "Reporting on the Costs of Start-up
Activities".  SOP 98-5 requires costs of start-up activities to be expensed
when incurred.  Adoption of this statement did not have a material impact on
the Partnership's consolidated financial position, results or operations or
cash flows.











































                                     Page 10

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thirteen Weeks Ended March 30, 1999 Compared to Thirteen Weeks Ended March 31,
1998

    Results of operations.  Sales for the first fiscal quarter of 1999 were
$46.0 million, a decrease of $209 thousand from the same quarter of 1998. 
Operating income for the first quarter of 1999 was $1.5 million compared to
$2.2 million in the comparable period in the prior year.  The operating results
of the first quarter of 1999 included special charges of $566 thousand for the
costs associated with the move of the Company's support center from Lubbock,
Texas to Richardson, Texas.  The net income for the first quarter of 1999 was
$1.4 million compared to $2.2 million in the first quarter of 1998.  

    Sales.  Restaurant sales in comparable units increased $1.3 million, or
2.94% in the first quarter of 1999 over the same quarter of 1998.  Sales for
the first fiscal quarter were $1.5 million  lower than the same period of the
prior year due to there being a net of four fewer units included in operating
results.  Sales by Dynamic Foods to third parties were $10 thousand lower in
the first quarter of 1999 than the first quarter of the prior year.

    Cost of sales.  Excluding depreciation, cost of sales were 29.7% of sales
for the first quarter of 1999 as compared to 29.3% for the same quarter of
1998.  The increase in the percentage of sales was the result of higher product
costs.  

    Selling, general and administrative.  Selling, general and administrative
("SG&A") expense was lower in the aggregate by $89 thousand in the first
quarter of 1999 as compared to 1998 due partially to there being fewer units
included in the operating results.  The change in SG&A expense included an
increase of $236 thousand in marketing expense and $467 thousand in labor and
related benefits and a decrease of $140 thousand in utility expenses.  

    Depreciation and amortization.  Depreciation and amortization expense was
lower by $82 thousand in the first quarter of 1999 due primarily to lower
depreciation on property, plant and equipment having been previously written
down in accordance with Statement of Financial Accounting Standards No. 121.

    Special charge.  Income from operations for the quarter ended March 30,
1999 included a special charge of $566 thousand for the costs associated with
the move of the Company's support center from Lubbock, Texas to Richardson,
Texas.

    Interest expense.  In accordance with Statement of Financial Accounting
Standards No. 15, the Partnership's debt that was restructured at January 2,
1996 was recorded at the sum of all future principal and interest payments and
there is no recognition of interest expense thereon.











                                     Page 11

<PAGE>
                       LIQUIDITY AND CAPITAL RESOURCES OF
                   CAFETERIA OPERATORS, L.P. AND SUBSIDIARIES

    During the thirteen weeks ended March 30, 1999, cash provided by operating
activities of the Partnership was $3.5 million compared to $4.1 million in the
same period of 1998.  The Partnership made capital expenditures of $3.1 million
during the first thirteen weeks of 1999 compared to $1.7 million during the
same period of 1998.  Cash, temporary investments and marketable securities
were $11.9 million at March 30, 1999 compared to $3.6 million at March 31,
1998.  The current ratio of the Partnership was .73:1 at March 30, 1999
compared to .48:1 at March 31, 1998 and .70:1 at December 29, 1998.  The
Partnership's total assets at March 30, 1999 aggregated $82.6 million, compared
to $76.1 million at March 31, 1998 and $81.4 million at December 29, 1998.
    
    The Partnership's restaurants are a cash business.  Funds available from
cash sales are not needed to finance receivables and are not generally needed
immediately to pay for food, supplies and certain other expenses of the
restaurants.  Therefore, the business and operations of the Partnership have
not historically required proportionately large amounts of working capital,
which is generally common among similar restaurant companies.
    
    Total scheduled maturities of long-term debt and interest classified as
long-term debt of the Partnership and its subsidiaries over the next three
calendar years are:  $5.5 million in 1999, $5.5 million in 2000 and $55.2
million in 2001.

    The Partnership has outstanding $63.7 million of 12% Notes due December 31,
2001, which includes $17.9 million of interest to maturity.  Under the terms of
the indenture covering the 12% Notes, a semi-annual cash interest payment of
approximately $2.7 million is due on each March 31 and September 30.  The
obligations of the Partnership under the 12% Notes are secured by a security
interest in and a lien on all of the personal property of the Partnership and
mortgages on all fee and leasehold properties of the Partnership (to the extent
such properties are mortgageable).  

    The Partnership has outstanding $2.5 million of 10.5% Notes due December
31, 2001.  A semi-annual cash interest payment of approximately $134 thousand
is due on each June 30 and December 31.

    The Partnership intends to pursue a program of remodeling existing
cafeterias and opening new restaurants.  The Partnership anticipates expending
approximately $15 to $20 million in fiscal year 1999 to remodel existing
cafeterias and open new restaurants and to make other capital expenditures.  No
assurance can be given that the Partnership will generate sufficient funds from
operations or obtain alternative financing sources to enable it to fully
implement the anticipated capital expenditures. 















                                     Page 12

<PAGE>


                         YEAR 2000 READINESS DISCLOSURE

    Some computers, software, and other equipment include computer code in
which calendar year data is abbreviated to only two digits.  As a result, some
of these systems will not operate correctly after 1999 because they may
interpret "00" to mean 1900, rather than 2000.  These problems are widely
expected to increase in frequency and severity as the year 2000 approaches, and
are commonly referred to as the "Year 2000 Problem." 

    The Partnership believes that it has identified all significant digital
systems and applications that will require modification to ensure Year 2000
compliance.  The Partnership has commenced the process of modifying, upgrading
and replacing any digital systems that have been assessed as adversely
affected, and estimates that its compliance activities will be substantially
completed no later than the second quarter of 1999.  The Partnership estimates
that the total costs of this effort during the 1998 and 1999 fiscal years will
be less than $500,000, which is being funded through operating cash flows. 
These estimates are based on management's assumptions regarding future events,
including the continued availability of necessary resources and the
effectiveness of hardware and software solutions provided by third parties and
by the Partnership's information technology staff. 

    The Year 2000 Problem may also affect parties who provide critical goods
and services to the Partnership, for example banks, credit card companies,
utility providers and suppliers of raw and processed foodstuffs to the
Partnership's restaurants and its Dynamic Foods operation.  The Partnership is
evaluating the extent to which the Partnership's operations are vulnerable to
Year 2000 problems of its material vendors and is seeking assurance of their
Year 2000 compliance status.  Management believes that the Partnership's
reliance upon large volumes of independent consumer transactions at 100
restaurant locations, operation of its own trucking fleet and utilization of
the Dynamic Foods division to provide the majority of its food products limit
some aspects of the Partnership's Year 2000 exposure.  However, the
Partnership's ability to assure Year 2000 compliance by many critical vendors
is very limited.  Year 2000 failures by one or more of these vendors could
disrupt materially the ability of the Partnership to operate.

    The Partnership is in the process of preparing contingency plans to address
the possibility of significant performance failures by its material vendors,
which will include an analysis of advisable cash and inventory levels and
identification of alternative suppliers of critical goods and services.  These
plans are expected to be completed by July 31, 1999.  There is no assurance
that the Partnership can adequately plan for contingencies that may be
associated with Year 2000 failures by these third parties, or that alternative
suppliers will be available and themselves unaffected by Year 2000 Problems. 
In particular, management is not able to predict with any assurance the effect
of Year 2000 Problems in the food product industry or among the suppliers of
utilities such as electricity, water and telecommunications to the Partnership,
and specifically to its Dynamic Foods operation.  An interruption of the
operation of Dynamic Foods could require the Partnership to close its
restaurants until service can be resumed.








                                     Page 13
<PAGE>


    The discussion in "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" of the Partnership's plans, and
management's expectations, relating to the Partnership's business, including
Year 2000 compliance, as well as other portions of this report, includes
certain statements that may constitute "forward-looking" information (as
defined in the Private Securities Litigation Reform Act of 1995).  Words such
as "anticipate," "estimate," "project" and similar expressions are intended to
identify such forward-looking statements.  Such forward-looking statements are
subject to certain risks, uncertainties and assumptions, including without
limitation those discussed in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this report. 
Should one or more of these risks materialize, or should any of the underlying
assumptions prove incorrect, actual results of current and future operations
may vary materially from those anticipated, estimated or projected. 
Prospective investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.  The
Partnership assumes no obligation to update any such forward looking
statements.

            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

    The Partnership is exposed to market risk from changes in commodity prices. 
The Partnership purchases certain commodities used in food preparation.  These
commodities are generally purchased based upon market prices established with
vendors.  These purchase arrangements may contain contractual features that
limit the price paid by establishing certain price floors or caps.  The
Partnership does not use financial instruments to hedge commodity prices
because these purchase arrangements help control the ultimate cost paid and any
commodity price aberrations are generally short term in nature.     

    The Partnership's long term debt does not expose it to market risk as all
interest accrues at fixed rates.  The Partnership does not use derivative
financial instruments to manage overall borrowing costs.

    This market risk discussion contains forward-looking statements.  Actual
results may differ materially from this discussion based upon general market
conditions and changes in domestic and global financial markets.






















                                     Page 14

<PAGE>

                                     PART II

                                OTHER INFORMATION
                                    
Item 1.  Legal Proceeding

         The Partnership, the Company and certain of its subsidiaries, the
         Cavalcade Pension Plan, the Cavalcade Pension Plan Committee, Kmart
         Corporation and its pension plan and Michael Levenson have since 1996
         been defendants in a lawsuit brought against them in U.S. District
         Court in Denver, Colorado by Robert H. Aull ("Plaintiff"), a former
         employee of the Partnership and a participant in the Cavalcade Pension
         Plan.  The Plaintiff requested that the Court certify a class of other
         plaintiffs who are similarly situated and sought unspecified damages.

         The Plaintiff's allegations (all of which are disputed by the
         defendants in the case) included: (i) that accrued benefits under the 
         Cavalcade Pension Plan were improperly reduced during the period from
         1988 to 1993, (ii) the "freeze" of the Plan on June 30, 1989 was
         improper, (iii) an insufficient amount of assets was transferred from
         the Kmart Corporation pension plan to the Cavalcade Pension Plan in
         connection with the acquisition of the Partnership from Kmart effected
         by Mr. Levenson and his affiliates in 1988 and (iv) rent concessions
         allowed to the Partnership by Kmart commencing in 1993 constituted
         prohibited transactions that bestowed illegal benefits upon the
         Company and Mr. Lewis. 

         The Partnership, the Company, the Cavalcade Pension Plan, the members
         of the Cavalcade Pension Plan Committee, Kmart Corporation and its
         pension plan have entered into a definitive settlement agreement (the
         "Agreement") with the plaintiff and his counsel that would resolve all
         outstanding claims among them.  The Agreement is subject to (1)
         confirmation by an independent actuary of the calculations that
         support the proposed settlement and (2) approval of the settlement as
         "fair" to all members of the plaintiff class by the court after notice
         to all purported class members and a hearing.  The Agreement has been
         filed with the court and the required hearing should be completed by
         the end of the second quarter of 1999.  The Partnership is not able to
         provide assurance that the conditions to the proposed settlement will
         be satisfied or that the proposed settlement will be implemented as
         described herein.

         As a result of the settlement of the Aull litigation and the
         concurrent resolution of an IRS audit of the Plan that focused on
         substantially identical issues, the Partnership has recognized a
         special charge of $5,786 in the fourth quarter of 1998, of which
         approximately $2,200 relates to resolution of the IRS audit and is not
         contingent upon actuarial review or the fairness hearing in the Aull
         litigation.
    
         The anticipated cash impact of the settlement on the Partnership
         includes payment in 1999 of approximately $1,500 of expenses for legal
         and professional fees, with the remainder of the settlement to be paid
         to the Plan in future years to fund increased benefit payments to
         former and current employees.  The settlement will not require any
         funding payments to the Plan by the Partnership in 1999 but is
         expected to require payments by the Partnership to the Plan of
         approximately $1,700 in 2000 and approximately $850 in 2001, with 


                                     Page 15
<PAGE>


         additional funding payments required in subsequent years in amounts
         that are expected to decline over time, subject to the overall funding
         status of the Plan.  The Agreement provides for Kmart Corporation's
         pension plan to transfer $700 to the Cavalcade Pension Plan to fund a
         portion of the additional benefits required by the Agreement. 
         Management does not believe that payment of these amounts in 1999 and
         subsequent years will have a material adverse effect on the 
         Partnership's planned operations.
                  
         The Company filed a declaratory judgment lawsuit in the State District
         Court in Lubbock, Texas, in which it asks the Court to find that the
         Company is not obligated to make severance payments that have been
         demanded by Theodore Papit, the former President and CEO of the 
         Company.  Mr. Papit submitted his resignation on May 28, 1998,
         following the election at the Company's annual meeting of shareholders
         of a slate of directors proposed by Teacher's Insurance and Annuity
         Association of American ("TIAA"), the Company's largest shareholder
         at that time.  He subsequently demanded payment of more than $500,000
         of severance and other amounts that he claimed were owing to him under
         a "President and Chief Executive Officer Agreement" dated March 23,
         1998.  This Agreement was approved by a split vote of the Board of
         Directors after TIAA had publicly announced that it might take action
         affecting the control of the Company.  The Company has requested a
         jury trial and believes that there are a number of grounds that will
         support the Court in granting the requested relief, among them being
         that the Agreement is void as an interested party transaction that did
         not receive the necessary approval of independent, disinterested
         directors, the terms of the Agreement are not fair to the Company
         and the Agreement was entered into by the Company without the benefit
         of full disclosure by Mr. Papit and consideration by the Board of
         Directors of material information regarding his management of the
         Company.


Item 2.  Exhibits and Reports on Form 8-K


    (a)  Exhibits

         None


    (b)  Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended
         March 30, 1999.
                                                                          











                                       
                                     Page 16

<PAGE>


                                   SIGNATURES



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



                            CAFETERIA OPERATORS, L.P.
         by FURR'S/BISHOP'S, INCORPORATED, its Managing General Partner



BY: /s/ Phillip Ratner                      /s/ Dawn N. Rosignol
    -----------------------------           --------------------------------
    Phillip Ratner                          Dawn N. Rosignol
    President and Chief Executive Officer   Chief Accounting Officer 
                   



DATE:   May 10, 1999