November 9, 1999




   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Room 1004
   Judiciary Plaza
   Washington, D.C.  20549


   RE: Romacorp, Inc. 10-Q for Second Quarter Ended September 26, 1999


   Gentlemen:

   We are transmitting electronically the Form 10-Q for Romacorp, Inc. for the
   second quarter ended September 26, 1999.


   Sincerely,



   Susan R. Holland
   Vice President, Finance &
   Chief Financial Officer


   /ktc


   cc:    Peter Cola



      
<PAGE>
                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:    September 26, 1999

                             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 of incorporation       (I.R.S. Employer
     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)


   -------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
   report)

       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


       COMMON SHARES OUTSTANDING AT NOVEMBER 1, 1999:
          COMMON STOCK  100 SHARES, $.01 PAR VALUE


                 ROMACORP, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                            ASSETS


                                                September 26,    March 28,
                                                    1999            1999
                                                 ---------       ---------
                                                    (Dollars in thousands)
                                                (Unaudited)
   Current Assets:
      Cash and cash equivalents...................  $   -       $     -
      Accounts receivable, net.....................  1,201        1,637
      Inventories of food and supplies.............. 2,686        3,051
      Deferred income tax asset.....................   497          217
      Prepaid expenses...........................    1,021        1,059
      Preopening expenses..........................      -          777
      Other current assets.......................       25           14
                                                     -----        -----
           Total current assets...................   5,430        6,755

   Facilities and equipment, net................    58,948       57,046
   Notes receivable, net..........................     711          719
   Goodwill, net of accumulated amortization
    of $5,551 and $5,184, respectively.............. 13,425      13,792
   Deferred income tax asset....................      1,895       1,642
   Other assets..............................           761         792
   Debt issuance costs, net of accumulated
    amortization of $643 and $337, respectively.....  3,095       3,289
                                                    -------     -------
       Total assets............................     $84,265     $84,035
                                                    =======     =======


   The accompanying notes are an integral part of these consolidated
      financial statements


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



                                                September 26,     March 28,
                                                    1999            1999
                                                 -----------     ---------
                                                    (Dollars in thousands)
                                                 (Unaudited)
   Current Liabilities:
       Accounts payable.........................  $ 2,277       $  2,651
       Accrued interest...........................  2,287          2,291
       Current portion of closure reserve.........    100            100
       Checks written in excess of cash...........     56            296
       Other accrued liabilities................    5,584          5,565
                                                  -------        -------
          Total current liabilities............    10,304         10,903

   Senior notes...........................         75,000         75,000
   Long-term debt...........................        5,868          5,290
   Closure reserve................                    295            309
   Deferred gain on sale of asset................     571              -
   Long-term insurance reserves...................  1,200          1,200

   Stockholder's Equity (Deficit):
   Common stock, 2,000 shares authorized, 100 shares
     issued and outstanding.................            -              -
   Paid-in capital........................         66,469         66,469
   Retained earnings (deficit):
       Dividend to Holdings..................     (75,368)       (75,351)
       Other...............................           (74)           215
                                                  -------        -------
          Total.......................            (75,442)       (75,136)
                                                  -------        -------
            Total stockholder's equity (deficit).  (8,973)        (8,667)
                                                  -------        -------
       Total liabilities and stockholder's
        equity (deficit)....................      $84,265        $84,035
                                                  =======        =======



   The accompanying notes are an integral part of these consolidated
      financial statements

                      ROMACORP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                                (Unaudited)

                                   13 Weeks Ended       26 Weeks Ended
                                 9/26/99   9/27/98    9/26/99      9/27/98
                                 -------   -------   --------     -------
   Net restaurant sales.....     $26,651   $22,418    $53,167    $44,931
   Net franchise revenue.....      2,145     2,139      4,333      4,253
                                 -------   -------     ------     ------
        Total revenues.....       28,796    24,557     57,500     49,184

   Cost of sales.........          8,631     7,923     17,043     15,756
   Direct labor..............      8,301     7,038     16,475     13,838
   Other.............              6,585     5,532     12,769     10,811
   General and administrative
      expenses....                 2,962     2,336      6,021      4,357
                                   -----    ------     ------     ------
      Total operating expenses..  26,479    22,829     52,308     44,762

   Operating income.........       2,317     1,728      5,192      4,422
   Other income (expense):
        Interest expense.......   (2,479)   (2,438)    (4,912)    (3,101)
        Miscellaneous.........        37        23         65        217
                                   -----     -----     ------      -----
        Income (loss) before
      income taxes...........      (125)      (687)       345      1,538

   Provision (benefit) for
     income taxes........           (44)      (239)       121        540
                                 ------     ------     ------     ------
   Income (loss) before cumulative
    effect of a change in accounting
     principle.........             (81)      (448)       224        998
   Cumulative effect of a change in
     accounting principle.........    -          -       (513)         -
                                 ------     ------     ------     ------
   Net income (loss)..........   $  (81)    $ (448)    $ (289)    $  998
                                 ======     ======     ======     ======

   The accompanying notes are an integral part of these consolidated
      financial statements

                  ROMACORP INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited)

                                                  Twenty-Six Weeks Ended
                                                 9/26/1999     9/27/1998
                                                 ---------     ---------
                                                  (Dollars in thousands)
   Operating Activities:
   Net income (loss)....................          $ (289)      $   998
   Non-cash items included in net income (loss):
      Depreciation and amortization......          3,082         2,837
      Amortization of pre-opening costs......          -           468
      Amortization of debt issuance costs.....       225           110
      Deferred income taxes............             (269)         (286)
      Cumulative effect of a change in
        accounting principle.................        513             -
      Deferred gain on sale of assets.......         (12)            -
   Change in assets and liabilities:
      Accounts receivable, net............           436           (39)
      Inventories of food and supplies.......        365        (1,045)
      Preopening costs..............                   -          (405)
      Other current assets...............             27          (416)
      Accounts payable....................          (374)         (177)
      Payroll taxes.......................             -           (18)
      Accrued interest...................             (4)        2,230
      Other accrued liabilities..........              5           452
      Other.............................               8           (20)
                                                  ------        ------
      Net cash flows provided by operating
         activities............                    3,713         4,689
                                                  ------        ------

   Investing Activities:
   Capital expenditures, net..............       (7,918)        (4,346)
   Changes in other assets, net............          10             55
                                                 ------         ------
   Net cash flows used by investing activities.. (7,908)        (4,291)
                                                 ------         ------

   Financing Activities:
      Senior Notes....................                -         75,000
      Dividend to Holdings.............             (17)       (75,337)
      Net borrowings under line-of-credit agreement 578          5,226
      Proceeds from sale of assets.........       3,905              -
      Debt issuance costs.................          (31)        (3,445)
      Payments of debt.....................           -         (1,333)
      Net change in payable to affiliate...           -           (483)
      Change in checks written in excess of cash   (240)           (26)
                                                  ------        ------
      Net cash flows provided (used) by
        financing activities............           4,195          (398)
                                                  ------        ------
   Net Change in Cash and Cash Equivalents...          0             0
   Cash and Cash Equivalents At Beginning of Period    -             -
                                                  ------        ------
   Cash and Cash Equivalents At End of Period..   $    0       $     0
                                                  ======        ======

   The accompanying notes are an integral part of these consolidated
      financial statements


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


   Note 1 - Basis of Consolidation and Presentation

      The consolidated financial statements reflect the financial information
   of Romacorp, Inc. and Subsidiaries through June 28, 1998, the effective
   date of the Recapitalization (See Note 2). On that date, 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 Operating Corporation,
   whose name was then changed to Romacorp, Inc. Subsequent to June 28, 1998,
   the consolidated financial statements reflect the financial information of
   the newly-created Romacorp, Inc. and subsidiaries (the Company) and 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 Roma Concept.  All intercompany transactions
   between Romacorp, Inc. and its Subsidiaries have been eliminated.

      The consolidated financial statements include the accounts of its wholly
   owned subsidiaries.  The consolidated financial statements and information
   included herein are unaudited; however, they reflect all adjustments
   (consisting of normal recurring adjustments) which are, in the opinion of
   management, necessary to fairly present the consolidated results of
   operations and cash flows for the interim periods ended September 26, 1999
   and September 27, 1998 and the consolidated financial position as of
   September 26, 1999.  Results for the period ended September 26, 1999 are
   not necessarily indicative of the results that may be expected for the
   entire fiscal year. The notes to the audited consolidated financial
   statements contained in the Form 10-K should be read in conjunction with
   these unaudited consolidated condensed financial statements.

      The preparation of financial statements in conformity with generally
   accepted accounting principles 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, Holdings, NPC and Sentinel
   Capital Partners, L.P. executed a recapitalization agreement ("the
   Recapitalization") effective June 28, 1998 related to the Company.
   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. Prior to the
   Recapitalization, Romacorp was a wholly-owned subsidiary of NPC.  In the
   Recapitalization, 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 (Sentinel) held 80% of the equity of Holdings.
   In conjunction with this transaction, $75,000,000 of 12% 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 Romacorp, Inc.
   retaining their historical value.



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


   Note 3 -  Income Taxes

      Prior to the Recapitalization the Company's results were included in the
   consolidated federal income tax return of NPC International, Inc.
   Following the Recapitalization, the Company will file its federal income
   tax return on a stand alone basis.

   Note 4 -  Recently Issued Accounting Pronouncements

      Effective March 29, 1999, the Company adopted Statement of Position 98-5
   ("SOP 98-5") Accounting for Costs of Start-up Activities which requires the
   Company to expense pre-opening costs as incurred rather than the previous
   policy of amortizing those costs over a twelve 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 as a change in accounting principle.




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

   Forward Looking Comments

      The statements under "Management's Discussion and Analysis of Financial
   Condition and Results of Operations" and other statements which 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.

   Liquidity and Capital Resources

      Historically, the Company's principal sources of funds have been
   operations and borrowings under a credit facility with NPC.  The Company's
   principal uses of funds have been capital expenditures and payments on a
   note payable related to the acquisition of a franchisee's restaurants.

     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, a commitment from a financial group
   to purchase and leaseback 11 restaurant properties and a Revolving Credit
   Facility.

      Concurrently with the consummation of the Recapitalization and the
   issuance of $75 million in notes, the Company entered into a Revolving
   Credit Facility. This facility provides for borrowings in an aggregate
   principal amount of up to $15 million, is a five-year facility and bears
   interest at the Company's option of prime rate or up to six-month LIBOR
   plus 2.25%. Obligations of the Company not paid when due bear interest at
   a default rate equal to 2% in excess of the non-default interest rate. A
   commitment fee of .375% is payable monthly on any unused commitments. As
   of September 26, 1999, $5,868,000 was outstanding under the facility.

      The commitment from the financial group to purchase and leaseback 11
   restaurants includes a provision to purchase from the Company 11
   restaurants not to exceed $1.75 million each or $19.25 million in aggregate
   and subsequently enter into a lease agreement with the Company as lessee.
   The lease agreement provides for minimum annual rent of 10% of the purchase
   price and will increase 6% on the third anniversary of the lease and 6%
   every three years thereafter. Payments are to be made monthly. The lease
   term will be for 15 years with two five year renewal options of five years
   each. The minimum annual rent for the renewal option periods will be set
   at fair market value. The commitment expires June 30, 2000. As of September
   26, 1999, five sale leasebacks had been completed for $9.5 million.

      During fiscal 2000 the Company estimated total capital expenditures
   including on going capitalized maintenance to be approximately $20 million.
   The Company plans to open six to seven restaurants and fund all restaurants
   through the financing program described above.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS  (CONTINUED)


      The Company is currently operating with a working capital deficit, which
   is common in the restaurant industry, since restaurant companies do not
   typically require a significant investment in accounts receivable or
   inventory. Working capital deficit increased from $4,148,000 at March 28,
   1999 to $4,874,000 at September 26, 1999, primarily due to usage of ribs
   in storage and lower accounts receivable.

   Results of Operations

      Net restaurant sales.  Net restaurant sales for the quarter ended
   September 26, 1999 increased $4.2 million, or 18.9% to $26.7 million from
   $22.4 million. This increase was primarily due to an increase in the
   number of restaurants. Comparable store sales were flat for the quarter.
   Year-to-date sales increased $8.2 million to $53.2 million or 18.3% due to
   a net increase in the number of stores and an increase in comparable store
   sales of 0.9%. There were 54 stores open as of September 26, 1999 versus
   46 stores open as of September 27, 1998.  During November 1998, weighted
   average menu prices were increased 6%.

      Net franchise revenues.  Net franchise revenues increased for the
   quarter and year to date 0.3% to $2.1 million and 1.9% to $4.3 million,
   respectively, due to an increase in royalty income, partly offset by a
   decrease in franchise fees and an increase in receivable reserves. The net
   number of franchise stores increased from 152 as of September 27, 1998 to
   162 as of September 26, 1999.

       Cost of sales.  Cost of sales as a percentage of net restaurant sales
   decreased to 32.4% from 35.3% and to 32.1% from 35.1% for the quarter and
   year to date, respectively, primarily due to a decrease in the average
   price of baby-back ribs of 9% for both the quarter and year to date.

      Direct labor.  Direct labor as a percentage of net restaurant sales
   decreased slightly for the quarter from 31.4% to 31.1% and increased for
   the year to date from 30.8% to 31.0%, respectively.

      Other.  Other operating expenses as a percentage of net restaurant sales
   decreased slightly for the quarter and year to date from 12.0% to 11.7% and
   from 11.5% to 11.2%, respectively.

      General and administrative expenses.  General and administrative
   expenses increased for the quarter and year to date from $2.3 million to
   $3.0 million and from $4.4 million to $6.0 million, respectively. These
   increases were primarily due to increased corporate staff and related
   travel and an increase in the number of field supervisors and managers in
   training.

      Interest expense.  Interest expense for the quarter remained basically
   stable and increased for the year to date $1.8 million due to the $75.0
   million in notes issued in conjunction with the Recapitalization.

      Miscellaneous.  Miscellaneous income for the prior year's year-to-date
   period includes $169,000 for business  interruption insurance for a
   restaurant destroyed by fire.

      Tax Provision.  Income taxes for the quarter and year to date were
   consistent with the prior year at approximately 35% of pretax income.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS  (CONTINUED)


   Year 2000 Issue

      The Company is in the process of evaluating and modifying its computer
   systems and applications for Year 2000 compliance.

      In conjunction with the Recapitalization, the Company entered into a
   Transition Financial and Accounting  Services Agreement (the "Transition
   Services Agreement") with its former parent, NPC International, Inc. (NPC)
   providing for accounting services, payroll services and use of NPC's
   proprietary POS System. Management has reviewed NPC's plans for Year 2000
   compliance and NPC has completed substantially all modifications and
   testing, including the POS System and will continue testing systems
   throughout 1999. Terms of the Transition Services Agreement provide for
   indemnification of NPC with respect to services performed, in the absence
   of gross negligence.  The Company, although not incurring incremental costs
   to evaluate the NPC software, is responsible for any necessary hardware
   upgrades, which are expected to be minimal.

      In addition to a review of NPC's systems, the Company is in the process
   of evaluating third party vendors for Year 2000 readiness. This includes
   verbal as well as written inquiries to substantially all of the Company's
   vendors. These responses will be assessed and prioritized in order of
   significance to the business. To the extent that responses are not
   satisfactory, contingency plans will be developed. Furthermore, the Company
   has provided all franchises with information related to the risks
   associated with the Year 2000.

      Additionally, the Company completed the process of reviewing non-
   information technology equipment and it is believed that any necessary
   upgrades or replacements will be minimal and will be funded out of existing
   cash flows from operations.

      Since the majority of the systems work is being performed by NPC, the
   Company will incur minimal costs related to the Year 2000 issue. Any work
   performed to remedy any Year 2000 issues will be performed by existing
   Company staff and any effect on the financial condition and results of
   operations due to the diversion of resources will be insignificant.

      The Company does not believe the costs related to the Year 2000
   compliance project will be material to its financial position or results
   of operations. However, the cost of the project and the date on which the
   Company plans to complete the Year 2000 modifications are based on
   management's best estimates, which were derived utilizing numerous
   assumptions of future events including the continued availability of
   certain resources, third party modification plans and other factors.
   Unanticipated failures by critical vendors as well as the failure by the
   Company to execute its own remediation efforts could have a material
   adverse effect on the cost of the project and its completion date. As a
   result, there can be no assurance that these forward-looking estimates will
   be achieved and the actual cost and vendor compliance could differ
   materially from those plans, resulting in material financial risk.

   Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The Company does not own, nor does it have an interest in any market
   risk sensitive investments.


                         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

        No reports on Form 8-K were filed during the quarter ended September
        26, 1999.






                                   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.



                                     ROMACORP, INC.


   Date: November 9, 1999            By:  /s/Susan R. Holland
                                          ---------------------------
                                          Vice President, Finance &
                                          Chief Financial Officer