UNITED STATES
                      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   June 25, 2000

                                   OR

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

   For the transition period from ______________ to ____________

                 Commission file number  333-62615


                               ROMACORP, INC.
              --------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                 13-4010466
    -----------------------------                ---------------
   (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification No.)

               9304 Forest Lane, Suite 200, Dallas, Texas 75243
              -------------------------------------------------
                 (Address of principal executive offices)

                             (214) 343-7800
            --------------------------------------------------
           (Registrant's telephone number, including area code)

      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

      As of August 1, 2000, 100 shares of Common Stock, $.01 par value,
   were outstanding and held by Roma Restaurant Holdings, Inc.



                                   ROMACORP, INC.
                                 TABLE OF CONTENTS



   PART 1.  FINANCIAL INFORMATION

   ITEM 1.  Financial Statements

      Condensed Consolidated Balance Sheets
        June 25, 2000 and March 26, 20001... . . . . . . . . . . . . . 1

      Condensed Consolidated Statements of Operations
        For the Thirteen Weeks Ended
        June 25, 2000 and June 27, 1999. . . . . . . . . . . . . . . . 3

      Condensed Consolidated Statements of Cash Flows
        For the Thirteen Weeks Ended
        June 25, 2000 and June 27, 1999. . . . . . . . . . . . . . . . 4

      Notes to Condensed Consolidated Financial Statements . . .  . .  5

   ITEM 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations . . . . . . . . . . . . . . . . . 7

   ITEM 3.  Quantitative and Qualitative Disclosures about Market
             Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 10

   PART II. OTHER INFORMATION

   ITEM 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 11





   PART 1.  FINANCIAL INFORMATION
   ITEM 1.  Financial Statements

                          ROMACORP, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                    ASSETS


                                                    (UNAUDITED)
                                                      June 25,   March 26,
                                                       2000        2000
                                                     ---------   ---------
   Current Assets:
      Cash and cash equivalents. . . . . . . . . .    $1,618     $   39
      Accounts receivable, net . . . . . . . . . .     1,528      2,062
      Inventories of food and supplies . . . . . .     1,052      1,083
      Deferred income tax asset. . . . . . . . . .       781        755
      Prepaid expenses . . . . . . . . . . . . . .     1,375      1,138
      Other current assets . . . . . . . . . . . .        31         26
                                                       -----      -----
           Total current assets. . . . . . . . . .     6,385      5,103


   Facilities and equipment, net . . . . . . . . .    61,291     60,704
   Goodwill, net of accumulated amortization of
     $6,101 and $5,918, respectively . . . . . . . .  12,875     13,059
   Deferred income tax asset . . . . . . . . . . .     2,243      2,141
   Other assets. . . . . . . . . . . . . . . . . .       268        245
   Debt issuance costs, net of accumulated amortization
      of $624 and $452, respectively . . . . . . . .   1,986      2,459
                                                     -------    -------
       Total assets. . . . . . . . . . . . . . . .   $85,048    $83,711
                                                     =======    =======


   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                          ROMACORP, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS   (Continued)
                             (Dollars in Thousands)
                      LIABILITIES AND STOCKHOLDER'S EQUITY


                                                 (UNAUDITED)
                                                  June 25,    March 26,
                                                    2000        2000
                                                  -------     --------
    Current Liabilities:
       Accounts payable. . . . . . . . . . . .     $3,537      $4,291
       Accrued interest. . . . . . . . . . . . . .  3,560       2,134
       Current portion of store closure reserve. .    100         100
       Other accrued liabilities . . . . . . . .    9,346       7,425
       Accrued income taxes. . . . . . . . . . . .    435         381
                                                   ------      ------
            Total current liabilities. . . . . .   16,978      14,331

   Senior notes. . . . . . . . . . . . . . . .     57,000      69,000
   Long-term debt. . . . . . . . . . . . . . .     18,399       8,242
   Store closure reserve . . . . . . . . . . .        363         391
   Deferred gain on sale of assets . . . . . .        673         685
                                                   ------      ------
            Total liabilities. . . . . . . . .     93,413      92,649
                                                   ------      ------

   Stockholder's Equity (Deficit):
   Common stock, $.01 par value; 2,000 shares
     authorized; 100 shares issued and outstanding      -           -
   Paid-in capital . . . . . . . . . . . . . . .   66,469      66,469
   Retained earnings (deficit):
       Dividend to Holdings. . . . . . . . . .    (75,368)    (75,368)
       Other . . . . . . . . . . . . . . . . . .      534         (39)
                                                   ------      ------
          Total . . . . . . . . . . . . . . . .   (74,834)    (75,407)
                                                   ------      ------
            Total stockholder's equity (deficit).  (8,365)     (8,938)
                                                   ------      ------
       Total liabilities and stockholder's
         equity (deficit). . . . . . . . . . . .  $85,048     $83,711
                                                   ======      ======



   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                        ROMACORP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Dollars in Thousands)
                                 (UNAUDITED)

                                                 Thirteen Weeks Ended
                                            -----------------------------
                                            June 25, 2000   June 27, 1999
                                            -------------   -------------

   Net restaurant sales. . . . . . . .          $31,796       $26,516
   Net franchise revenue . . . . . . .            2,417         2,188
                                                 ------        ------
        Total revenues . . . . . . . .           34,213        28,704

   Cost of sales . . . . . . . . . . .           11,677         8,412
   Direct labor. . . . . . . . . . . .           10,163         8,174
   Other . . . . . . . . . . . . . . .            7,612         6,225
   General and administrative expenses . . .      3,471         3,018
                                                 ------        ------
        Total operating expenses . . . . . .     32,923        25,829

      Operating income. . . . . . . . . . .       1,290         2,875
      Other income (expense):
        Interest expense . . . . . . . . . . .   (2,271)       (2,433)
        Miscellaneous income (expense) . . . .       (4)           28
                                                 ------        ------

   Income (loss) before income taxes, cumulative
    effect of a change in accounting principle
     and extraordinary item. . . . . . . . . .     (985)          470

   Provision (benefit) for income taxes. . . .     (344)          165
                                                 ------        ------

   Income (loss) before cumulative effect of
    a change in accounting principle and
      extraordinary item . . . . . . . . . . .     (641)          305
   Cumulative effect of a change in accounting
     principle, net of tax . . . . . . . . . .        -          (513)
   Extraordinary gain on early retirement of debt,
     net of tax. . . . . . . . . . . . . . . .    1,214             -
                                                 ------        ------
   Net income (loss) . . . . . . . . . . . . .     $573         $(208)
                                                 ======          =====

   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


      
<PAGE>
                ROMACORP INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in Thousands)
                              (UNAUDITED)

                                                Thirteen Weeks Ended
                                             ----------------------------
                                             June 25, 2000   June 27,1999
                                             -------------   ------------
   Operating Activities:
   Net income (loss) . . . . . . . . . . . . . .    $573         $(208)
   Non-cash items included in net income (loss):
      Depreciation and amortization. . . . . . .   1,726         1,488
      Amortization of debt issuance costs. .          91            81
      Deferred income taxes. . . . . . . . . . .    (128)         (119)
      Cumulative effect of a change in accounting
       principle . . . . . . . . . . . . . . . .       -           513
      Deferred gain on sale of assets. . . . . .     (12)           (3)
      Gain on repurchase of Senior Notes . . . .  (1,214)            -
   Changes in assets and liabilities:
      Accounts receivable, net . . . . . . . . .     534           469
      Inventories of food and supplies . . . . .      31           167
      Notes receivable . . . . . . . . . . . . .       -             4
      Other current assets . . . . . . . . . . .    (242)          187
      Accounts payable . . . . . . . . . . . . .    (754)         (311)
      Accrued interest . . . . . . . . . . . . .   1,426         2,216
      Other accrued liabilities. . . . . . . . .   1,685          (154)
      Income taxes payable . . . . . . . . . . .    (600)            -
      Other. . . . . . . . . . . . . . . . . . .      (9)          137
                                                   -----         -----
      Net cash flows provided (used) by
        operating activities . . . . . . . . . .   3,107         4,467
                                                   -----         -----
   Investing Activities:
   Capital expenditures, net . . . . . . . . . .  (2,120)       (3,603)
   Proceeds from sale of assets. . . . . . . . .       -         3,905
   Changes in other assets, net. . . . . . . . .     (23)           (4)
                                                   -----         -----
     Net cash flows provided (used) by
      investing activities . . . . . . . . . . .  (2,143)          298
                                                   -----         -----
   Financing Activities:
   Repayments of Senior Notes. . . . . . . . . .  (9,600)            -
   Net borrowings under line-of-credit agreement  10,365        (3,950)
   Debt issuance costs . . . . . . . . . . . . .    (150)            -
   Change in checks written in excess of cash. .       -          (296)
                                                   -----         -----
   Net cash flows provided (used) by financing
     activities. . . . . . . . . . . . . . . . .     615        (4,246)
                                                   -----         -----
   Net Change in Cash and Cash Equivalents . . .   1,579           519
   Cash and Cash Equivalents At Beginning of Period   39             -
                                                   -----         -----
   Cash and Cash Equivalents At End of Period. .  $1,618          $519
                                                   =====         =====

   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      
<PAGE>
                   ROMACORP, INC. AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)


   Note 1 - Basis of Consolidation and Presentation

       The accompanying unaudited condensed consolidated financial
   statements have been prepared in accordance with generally accepted
   accounting principles for interim financial information and with the
   instructions to Form 10-Q and Article 10 of Regulation S-X.
   Accordingly, they do not include all of the information and footnotes
   required by generally accepted accounting principles for complete
   financial statements. In the opinion of management, all adjustments
   (consisting of normal recurring accruals) considered necessary for a
   fair presentation have been included. The operating results for the
   quarter ended June 25, 2000 are not necessarily an indication of the
   results that may be expected for the fiscal year ending March 25,
   2001.  Except as disclosed herein, there has been no material change
   in the information disclosed in the notes to the consolidated
   financial statements included in the Company's Form 10-K for the
   fiscal year ended March 26, 2000. Therefore, it is suggested that the
   accompanying financial statements be read in conjunction with the
   Company's March 26, 2000 consolidated financial statements.

       The condensed consolidated financial statements of Romacorp, Inc.
   and subsidiaries (the "Company")  include the Company's operation of
   its owned restaurants and franchise revenue from franchisees' use of
   trademarks and other proprietary information in the operation of Tony
   Roma's restaurants. The Company maintains its corporate office in
   Dallas, Texas, and through its subsidiaries provides menu development,
   training, marketing and other administrative services related to the
   operation of the Tony Roma's concept. All intercompany transactions
   between Romacorp, Inc. and its subsidiaries have been eliminated.

       Certain items have been reclassified in the accompanying condensed
   consolidated financial statements for prior periods in order to be
   comparable with the classification adopted for the current period.
   Such reclassifications had no effect on previously reported net
   income.

       The preparation of financial statements in conformity with
   accounting principles generally accepted in the United States requires
   management to make estimates and assumptions that affect the reported
   amounts of assets and liabilities and disclosure of contingent assets
   and liabilities at the date of the financial statements, and the
   reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates.

   Note 2 - Recapitalization

       The Company (then Romacorp) was acquired in June 1993 by NPC
   International, Inc. ("NPC"). On April 24, 1998, a recapitalization
   agreement (the " Recapitalization") effective June 28, 1998 was
   executed pursuant to which the former Romacorp, Inc. was renamed Roma
   Restaurant Holdings, Inc. ("Holdings") and the assets, liabilities and
   operations of Holdings were contributed to its newly-created,
   wholly-owned subsidiary, Romacorp, Inc. ("Romacorp").  In the
   Recapitalization that was executed by Holdings, NPC and Sentinel
   Capital Partners, L.P. ("Sentinel"), Holdings redeemed stock held by
   NPC and NPC forgave and contributed to the capital of the Company a
   payable to NPC in the amount of $33,731,000. After the
   Recapitalization, NPC held 20% and Sentinel, through certain
   affiliates, held 80% of the equity of Holdings. In conjunction with
   this transaction, $75.0 million of 12% Senior Notes due July 1, 2006
   (the "Senior Notes") were issued by the Company. The Company paid
   Holdings a dividend of $75,351,000 consisting primarily of the
   proceeds from the 12% Senior Notes, which was used by Holdings, along
   with Sentinel's equity contribution, to effect the Recapitalization.
   This transaction was accounted for as a leveraged recapitalization
   with the assets and liabilities of the Company retaining their
   historical value.


      The summarized financial information for Romacorp, Inc., excluding
   the assets, liabilities, and operations of its wholly owned subsidiaries,
   is as follows (dollars in thousands):


                                                Thirteen Weeks Ended
                                                     (Unaudited)
                                            -------------------------------
                                            June 25, 2000     June 27, 1999
                                            -------------     -------------
   Total revenues. . . . . . . . . .           $30,891           $26,516
   Total operating expenses. . . . . .          32,210            25,941
   Operating income (loss) . . . . . . .        (1,319)              575
   Loss before income taxes. . . . . . .        (1,967)           (2,211)
   Net loss. . . . . . . . . . . . .            (1,279)           (1,438)


                                           June 25, 2000     March 26, 2000
                                           -------------     --------------
   Current assets. . . . . . . . . .          $(20,639)         $(20,172)
   Noncurrent assets . . . . . . . .            76,369            75,522
   Current liabilities . . . . . . .             8,300             5,930
   Noncurrent liabilities. . . . . .            76,435            78,318


   Note 3 - Senior Notes

       In conjunction with the Recapitalization on June 28, 1998, the
   Company issued the Senior Notes. Interest on the notes accrues from
   the date of issuance and is payable in arrears on January 1 and July 1
   of each year commencing January 1, 1999. As of June 25, 2000 and March
   26, 2000, the amounts outstanding were $57.0 million and $69.0
   million, respectively. The Senior Notes are secured by substantially
   all of the assets of the Company. However, the debt outstanding under
   the Revolving Credit Facility (the "Revolving Credit Facility") has a
   first priority lien on these same assets.

       During February 2000, the Company repurchased $6.0 million face
   value of its Senior Notes on the open market at an average price of
   $803.75 per $1,000 principal amount. To accomplish this repurchase,
   the Company obtained a waiver of certain restrictions associated with
   its Revolving Credit Facility. During April 2000, the Company
   increased its borrowing capacity under the Revolving Credit Facility
   and repurchased an additional $12.0 million face value of its Senior
   Notes at an average price of $800 per $1,000 principal amount. The
   repurchases of the Senior Notes in February 2000 and April 2000
   resulted in extraordinary gains, net of the write-off of associated
   debt issuance costs and the effect of income taxes, of $592,000 and
   $1.2 million, respectively. See Note 4 for a discussion of the
   Revolving Credit Facility.

   Note 4 - Long-term Debt

       Long-term debt consists of a note payable to a bank under a
   Revolving Credit Facility which is secured by substantially all of the
   assets of the Company. Prior to April 2000, the Revolving Credit Facility
   bore interest at the Company's option of prime rate or up to LIBOR plus
   2.25% and the maximum credit available under the facility was $15.0
   million.

       In April 2000, the Company executed the First Amendment to Credit
   Agreement (the "Amended Credit Agreement") which modified the terms of
   the Revolving Credit Facility. The Amended Credit Agreement provides
   for borrowings in an aggregate principal amount of up to $25.0 million
   until April 2001; $24.0 million until April 2002; $22.5 million until
   April 2003; and $20.5 million until June 2003 at which time the
   maximum borrowing is reduced to $5.5 million. The Amended Credit
   Agreement expires in April 2005. The terms of the Amended Credit
   Agreement provide for interest rates ranging from the prime rate to
   prime plus 1.0% or the six-month LIBOR plus 2.25% to LIBOR plus 3.25%.
   Both rates are subject to maintaining certain financial covenants, and
   interest is payable upon maturity of the LIBOR or monthly for prime rate
   advances. In addition, a commitment fee based on an annual rate of .375%
   is payable monthly on all unused commitments. Subsequent to executing the
   Amended Credit Agreement, the Company utilized $9.6 million to repurchase
   Senior Notes with a face value of $12.0 million.


   Note 5 - Commitments

       In September 1998, the Company obtained a commitment from a
   financial group to purchase, at the Company's option, eleven
   restaurants at a price not to exceed $1.75 million each or $19.3
   million in the aggregate and to subsequently enter into a leaseback
   agreement with the Company as lessee. The lease agreement provides for
   an initial minimum annual rent of 10% of the purchase price, which
   will increase 6% on the third anniversary of the lease and an
   additional 6% every three years thereafter. The lease term will be for
   15 years with two five-year renewal options. The minimum annual rent
   for the renewal option periods will be set at fair market value. This
   commitment originally was to expire on June 30, 2000 but has been
   extended for a time sufficient to complete transactions related to
   three additional properties in the fiscal year ending March 25, 2001.

       During the fiscal years ended March 26, 2000 and March 28, 1999,
   the Company completed $5.9 million and $5.5 million of sale-leaseback
   transactions, respectively. The transactions during the fiscal year
   ended March 26, 2000 resulted in a deferred gain of $717,000. This
   deferred gain is being recognized over the 15-year initial term of the
   new leases.

   Note 6 - Recently Issued Accounting Pronouncements

       In June 1998, the Financial Accounting Standards Board ("FASB")
   issued Statement of Financial Accounting Standards No. 133 ("SFAS No.
   133"), "Accounting for Derivative Instruments and Hedging Activities."
   SFAS No. 133 establishes accounting and reporting standards for
   derivative instruments and hedging activities. In June 1999, the FASB
   issued Statement of Financial Accounting Standards No. 137 ("SFAS No.
   137"), "Accounting for Derivative Instruments and Hedging Activities -
   Deferral of the Effective Date of FASB Statement No. 133," which
   defers the effective date of SFAS No. 133 until the Company's first
   quarter financial statements in fiscal 2002. The Company is currently
   not involved in derivative instruments or hedging activities, and
   therefore, will measure the impact of this statement as it becomes
   necessary.




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

   Introduction

       Romacorp, Inc. ("Romacorp" and the "Company") is the operator and
   franchisor of the largest national, casual dining chain specializing
   in ribs with 227 restaurants located in 28 states in the United States
   and in 20 foreign countries and territories. As of June 25, 2000, the
   Company operated 59 Company-owned and one joint-venture restaurant in
   13 states and, through its subsidiaries, franchised 97 restaurants in
   20 states and 70 restaurants in international locations. Results of
   the joint venture restaurant are not included in the Company's
   financial statements.

   Management Changes

       In June 2000, the Company announced the departure of Robert B. Page
   as President and Chief Executive Officer. Other management changes
   that occurred during June 2000 included the departures of Jeff
   Waldrop, Vice President of Operations; Scott Knode, Vice President of
   Real Estate and Development; and Ron Long, Vice President of
   Purchasing. In addition, David Groll joined the Company as Vice
   President, Food and Beverage in June 2000 and Terry Hamblen joined the
   Company as Vice President, Purchasing in July 2000. The Company is
   actively recruiting to fill the President and Vice President of
   Operations positions at the date of this filing. During the interim
   period, Richard A. Peabody, Vice President, Finance and Chief
   Financial Officer has been named President (Acting).


   Results of Operations

       The Company receives revenues from restaurant sales, franchise fees
   and royalties.  Net franchise revenues include franchise fees and
   royalty income and is presented net of direct expenses associated with
   the franchising of the Tony Roma's concept. Cost of sales relates to
   food, beverage and paper costs. Direct labor costs include salaries,
   benefits, bonuses and related taxes for restaurant personnel. Other
   operating expenses include rent, depreciation, advertising, utilities,
   supplies, property taxes and insurance among other costs directly
   associated with operating a restaurant facility.

       The table below sets forth the percentage relationship to total
   revenues, unless otherwise indicated, of certain items included in the
   Company's condensed consolidated statements of operations for the
   periods indicated:

                                                Thirteen Weeks Ended
                                            ------------------------------
                                            June 25, 2000    June 27, 1999
                                            -------------    -------------
                                                      (Unaudited)
   REVENUES:
     Net restaurant sales. . . . . . . . .      92.9%            92.4%
     Net franchise revenue . . . . . . . .       7.1%             7.6%
                                               -----            -----
                                               100.0%           100.0%
                                               =====            =====
   COST AND EXPENSES:
     Cost of sales (1) . . . . . . . . . .      36.7%            31.7%
     Direct labor (1). . . . . . . . . . .      32.0%            30.8%
     Other (1) . . . . . . . . . . . . . .      23.9%            23.5%
     General and administrative expenses. . .   10.1%            10.5%
     Operating income. . . . . . . . . . .       3.8%            10.0%

    (1) As a percentage of net restaurant sales.

   Comparison of Operating Results for the Thirteen Weeks Ended June 25,
   2000 with the Thirteen Weeks Ended June 27, 1999

       Net restaurant sales.  Net restaurant sales for the quarter ended
   June 25, 2000 were $31.8 million, representing an increase of  $5.3
   million, or 19.9% above the $26.5 million reported during the same
   period of the prior year. This increase is due primarily to an
   increase in the number of Company-owned restaurants and a 4.1% sales
   increase at comparable stores. There were 59 Company-owned restaurants
   at June 25, 2000 compared to 52 restaurants at June 27, 1999.

       Net franchise revenues. Net franchise revenues increased $229,000
   to $2.4 million for the quarter, due primarily to increases in royalty
   income and franchise fees. Comparable sales at franchisee operated
   restaurants increased 4.2% for the quarter. The revenue increase was
   partially offset by an increase in franchise support services. During
   the quarter ended June 25, 2000, franchisees opened three restaurants
   and closed four restaurants.

       Cost of sales.  Cost of sales as a percentage of net restaurant
   sales increased to 36.7% from 31.7% for the same quarter of the prior
   year. This increase is due primarily to a significant increase in the
   Company's average cost of baby-back ribs during the quarter as well as
   increased beverage and paper costs.  During the quarter, the Company's
   usage of baby-back ribs exceeded its contracted commitments from its
   suppliers resulting in product purchases on the open market during a
   period of low availability.

       Direct labor.  Direct labor as a percentage of net restaurant sales
   increased to 32.0% from 30.8% for the same quarter of the prior year
   due primarily to higher average hourly rates and increased management
   staffing levels.

       Other.  Other operating expenses for the quarter increased $1.4
   million to $7.6 million or 23.5% of net restaurant sales from $6.2
   million or 23.3% of net restaurant sales for the same quarter of the
   prior year. This increase is due primarily to the effect of
   restaurants that have opened or closed during the current or prior
   fiscal year.

       General and administrative expenses.  General and administrative
   expenses for the quarter were $3.5 million, representing an increase
   of $453,000 above the $3.0 million reported during the same quarter of
   the prior year. This increase is due primarily to expenses that were
   accrued related to management changes that were announced during the
   quarter and incremental field supervision costs related to the unit
   growth that occurred during the prior year partially offset by lower
   pre-opening expenses during the current year.

       Interest expense. Interest expense for the quarter was $2.3
   million, representing a decrease of $162,000 below the $2.4 million
   that was reported during the same quarter of the prior year. The
   decrease is due to the elimination of $3.6 million of debt as the
   Company has utilized the Revolving Credit Facility to repurchase
   Senior Notes with a face value of $18.0 million, thereby converting an
   additional $14.4 million of Senior Note indebtedness to the Revolving
   Credit Facility which bears a lower interest rate. Further interest
   expense reductions occurred due to the write-off of loan costs related
   to the repurchased Senior Notes, amortization of which is treated as
   interest expense.

       Tax provision.  An income tax benefit for the quarter has been
   provided for based on an effective tax rate of approximately 35% of
   the income (loss) before income taxes, cumulative effect of  a change
   in accounting principle and extraordinary item.

       Cumulative effect of a change in accounting principle.  Effective
   March 29, 1999, the Company adopted Statement of Position 98-5,
   "Accounting for Costs of Start-up Activities" ("SOP 98-5"), which
   requires the Company to expense pre-opening costs as incurred rather
   than the previous policy of amortizing those costs over a 12-month
   period, and to report the initial adoption as a cumulative effect of a
   change in accounting principle. Accordingly, $513,000 in pre-opening
   costs net of taxes were recorded during the first quarter of the
   fiscal year ended March 26, 2000 as a change in accounting principle.

       Extraordinary gain on early retirement of debt. During the first
   quarter of fiscal 2001, the Company repurchased Senior Notes with a
   face value of $12.0 million at a discount resulting in an after-tax
   gain of $1.2 million.

   Liquidity and Capital Resources

       The Company has a working capital deficit of $10.6 million at June
   25, 2000, which is common in the restaurant industry, as restaurant
   companies do not typically require a significant investment in
   accounts receivable or inventory. The working capital deficit
   increased from $9.2 million at March 26, 2000 due to increases in
   accrued interest and accrued liabilities.

       Concurrently with the consummation of the Recapitalization and the
   issuance of $75.0 million in Senior Notes, the Company entered into
   the Revolving Credit Facility. This five-year Revolving Credit
   Facility initially provided for borrowings in an aggregate principal
   amount of up to $15.0 million with interest, at the Company's option,
   of prime rate or up to six-month LIBOR plus 2.25%. A commitment fee of
   .375% is payable monthly on any unused commitments. During the fourth
   quarter of fiscal 2000, the Company utilized $4.8 million of the
   Revolving Credit Facility to repurchase $6.0 million of the Senior
   Notes.

       In April 2000, the Company entered into the Amended Credit
   Agreement which modified the terms of the Revolving Credit Facility.
   The Amended Credit Agreement provides for borrowings in an aggregate
   principal amount of up to $25.0 million until April 2001; $24.0
   million until April 2002; $22.5 million until April 2003; and $20.5
   million until June 2003 at which time the maximum borrowing is reduced
   to $5.5 million. The terms of the Amended Credit Agreement provide for
   interest rates ranging from the prime rate to prime plus 1.0% or the
   six-month LIBOR plus 2.25% to LIBOR plus 3.25%. The Company expects to
   pay the maximum interest rate during the first year of the Amended
   Credit Agreement. Subsequent to executing the Amended Credit
   Agreement, the Company utilized $9.6 million to repurchase Senior
   Notes with a face value of $12.0 million. As of June 25, 2000, $18.4
   million was outstanding under the Revolving Credit Facility.

       In September 1998, the Company obtained a commitment from a
   financial group to purchase, at the Company's option, eleven
   restaurants at a price not to exceed $1.75 million each or $19.0
   million in the aggregate and to subsequently enter into a leaseback
   agreement with the Company as lessee. The lease agreement provides for
   an initial minimum annual rent of 10% of the purchase price, which
   will increase 6% on the third anniversary of the lease and an
   additional 6% every three years thereafter. The lease term will be for
   15 years with two five-year renewal options. The minimum annual rent
   for the renewal option periods will be set at fair market value. This
   commitment originally was to expire on June 30, 2000 but has been
   extended for a time sufficient to complete transactions related to
   three additional properties. During fiscal 1999, $5.4 million of
   sale-leaseback transactions were completed. During fiscal 2000, an
   additional $5.9 million of sale-leaseback transactions were completed
   resulting in total deferred gain under the arrangement of $717,000.
   This deferred gain is reflected on the Consolidated Balance Sheets and
   will be recognized over the 15-year initial term of the new leases.

       The Company believes cash flow generated from operations and
   working capital are principal indicators of its liquidity condition.
   The Company's principal sources of liquidity on both a long-term and
   short-term basis are cash flow generated from operations, the
   Revolving Credit Facility, as amended, and the commitment from a
   financial group to purchase and leaseback eleven restaurant
   properties.

       Cash flow provided by operating activities for the quarter ended
   June 25, 2000 was $3.1 million compared to $4.5 million during the
   same period of the prior year.  Capital expenditures were $2.1 million
   for the  quarter ended June 25, 2000 and were funded primarily through
   cash flow from operations. Approximately $1.7 million of these capital
   expenditures were for the construction of new or relocated stores.

   Forward Looking Comments

       The statements under "Management's Discussion and Analysis of
   Financial Condition and Results of Operations" and other statements that
   are not historical facts contained herein are forward looking statements
   that involve estimates, risks and uncertainties, including but not
   limited to: consumer demand and market acceptance risk; the level of and
   the effectiveness of marketing campaigns by the Company; training and
   retention of skilled management and other restaurant personnel; the
   Company's ability to locate and secure acceptable restaurant sites; the
   effect of economic conditions, including interest rate fluctuations; the
   impact of competing restaurants and concepts; new product introductions;
   product mix and pricing; the cost of commodities and other food products;
   labor shortages and costs and other risks detailed in filings with the
   Securities and Exchange Commission.

   ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

       The Company is exposed to market risk from changes in interest rates
   on debt and changes in commodity prices, particularly baby-back rib
   prices.



       The Company's exposure to interest rate risk relates to the variable
   rate Revolving Credit Facility which is benchmarked to United States and
   European short-term interest rates. The Company does not use derivative
   financial instruments to manage overall borrowing costs or reduce
   exposure to adverse fluctuations in interest rates. The impact on the
   Company's results of operations of a one point interest rate change on
   the outstanding balance of the variable rate debt as of March 26, 2000
   would be immaterial.

        Baby-back ribs represent approximately 25% of the Company's cost of
   sales. Because ribs are a by-product of pork processing, their price is
   influenced largely by the demand for boneless pork. Historically, the
   cost of baby-back ribs has been volatile. Significant changes in the
   price of ribs could significantly increase the Company's cost of sales
   and adversely effect the business, results of operations and financial
   condition of the Company. The Company actively manages its rib costs
   through supply commitments in advance of a specific need. However, the
   arrangements are terminable at will at the option of either party without
   prior notice. Therefore, there can be no assurance that any of the supply
   commitments will not be terminated in the future. As a result, the
   Company is subject to the risk of substantial and sudden price increases,
   shortages or interruptions in supply of such items, which could have a
   material adverse effect on the business, financial condition and results
   of operations of the Company.

        The Company purchases certain other 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 Company 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.

        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.



   PART II. OTHER INFORMATION

   ITEM 6.  Exhibits and Reports on Form 8-K

   (a)  Exhibits

        (27) Financial Data Schedule

   (b)  Reports on Form 8-K

        The following report on Form 8-K was filed during the quarter
        covered by this report:

        The Company filed a report on Form 8-K with the Securities and
        Exchange Commission dated June 8, 2000, reporting under Item 5 that
        its President and Chief Executive Officer, Robert B. Page, was no
        longer with the Company and the appointment of Richard A. Peabody
        as President (Acting) on an interim basis.




                                SIGNATURES

       Pursuant to the requirements 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.



                                     ROMACORP, INC.


   Date: August 8, 2000              By: /s/Richard A. Peabody
                                         ---------------------------------
                                         President (Acting) & Chief Financial
                                          Officer
                                         (Principal Financial and Accounting
                                           Officer)