August 11, 1999




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


    RE: Romacorp, Inc. 10-Q for First  Quarter Ended June 27, 1999


    Gentlemen:

    We are transmitting electronically the Form 10-Q for Romacorp, Inc. for
    the first quarter ended June 27, 1999.


    Sincerely,



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


    /ktc







                          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 27, 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 AUGUST 6, 1999:
                   COMMON STOCK  100 SHARES, $.01 PAR VALUE



                  ROMACORP, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                            ASSETS


                                                      June 27,   March 28,
                                                       1999        1999
  								                                             -------    -------
                                                   (Dollars in thousands)
                                                   (Unaudited)
  Current Assets:
     Cash and cash equivalents............              $519       $ --
     Accounts receivable, net.............             1,168      1,637
     Inventories of food and supplies................. 2,884      3,051
     Deferred income tax asset.......................    661        217
     Prepaid expenses...............                     863      1,059
     Preopening expenses.............                      -        777
     Other current assets......................           23         14
                                                      ------     ------
          Total current assets...............          6,118      6,755


  Facilities and equipment, net........               56,031     57,046
  Notes receivable, net..................                715        719
  Goodwill, net of accumulated amortization of
   $5,367 and $5,184, respectively................... 13,609     13,792
  Deferred income tax asset............                1,581      1,642
  Other assets......................................     787        792
  Debt issuance costs, net of accumulated amortization
     of $418 and $337, respectively................    3,208      3,289
                                                      ------     ------
      Total assets........................           $82,049    $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



                                                  June 27,    March 28,
                                                   1999         1999
                                                 --------     --------
                                                 (Dollars in thousands)
                                                (Unaudited)
  Current Liabilities:
      Accounts payable........................     $2,300      $2,651
      Accrued interest........................      4,507       2,291
      Current portion of closure reserve...........   100         100
      Checks written in excess of cash..............   --         296
      Other accrued liabilities.................... 5,408       5,565
      Income taxes payable........................    177          --
                                                   ------      ------
           Total current liabilities...........    12,492      10,903

  Senior notes...........................          75,000      75,000
  Long-term debt.................................   1,340       5,290
  Closure reserve...................................  312         309
  Deferred gain on sale of asset...............       580           -
  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....................... (75,351)     (75,351)
      Other.....................................        7          215
                                                  -------      -------
         Total...............................     (75,344)     (75,136)
                                                  -------      -------
          Total stockholder's equity (deficit)..   (8,875)      (8,667)
                                                  -------      -------
    Total liabilities and stockholder's
      equity (deficit).........................  $ 82,049      $84,035
                                                  =======      =======



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



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

                                                   Thirteen Weeks Ended
                                                   ----------------------
                                              June 27, 1999  June 28, 1998
                                             ------------    -------------
                                                   (Dollars in thousands)

  Net restaurant sales.....................    $26,516        $  22,513
  Net franchise revenue................          2,188            2,115
                                               -------          -------
       Total revenues....................       28,704           24,628

  Cost of sales..................                8,412            7,833
  Direct labor.........................          8,174            6,800
  Other.....................................     6,184            5,282
  General and administrative expenses..........  3,059            2,018
                                               -------          -------
       Total operating expenses...............  25,829           21,933
                                               -------          -------

  Operating income.............................. 2,875            2,695
  Other income (expense):
       Interest expense......................   (2,433)            (663)
       Miscellaneous......................          28              193
                                               -------          -------
         Income before income taxes...........     470            2,225

  Provision for income taxes........               165              779
                                               -------          -------
  Net income before cumulative effect of a
   change in accounting principle...........       305            1,446

      Cumulative effect of a change in accounting
       principle ....                             (513)              -
                                                -------          -------
  Net income (loss)........................     $ (208)         $ 1,446
                                                =======          =======



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



                ROMACORP INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)
                                               Thirteen Weeks Ended
                                               ---------------------
                                          June 27, 1999    June 28, 1998
                                          -------------    -------------
                                            (Dollars in thousands)
  Operating Activities:
  Net income (loss)......................       $(208)         $1,446
  Non-cash items included in net income (loss):
     Depreciation and amortization............. 1,488           1,410
     Amortization of pre-opening costs........      -             267
     Amortization of debt issuance costs.....      81               -
     Deferred income taxes................       (119)              -
     Deferred gain on sale of assets...........    (3)              -
     Cumulative effect of a change in accounting
      principle.....                              513               -
  Change in assets and liabilities:
     Accounts receivable, net.................... 469             (35)
     Inventories of food and supplies..........   167            (618)
     Preopening costs...........................    -            (103)
     Other current assets.................        187            (108)
     Accounts payable.....................       (351)             22
     Accured interest.......................... 2,216               -
     Other accrued liabilities................   (154)           (450)
     Other............................            181               7
                                              -------         -------
     Net cash flows provided by operating
      activities..............                  4,467           1,838
                                              -------         -------
  Investing Activities:
  Capital expenditures, net.................   (3,603)         (1,912)
  Changes in other assets, net...............      (4)             42
                                              -------         -------
      Net cash flows used by investing
          activities                           (3,607)         (1,870)
                                              -------         -------
  Financing Activities:
  Net borrowings under line-of-credit agreement(3,950)             -
  Proceeds from sale of assets...........       3,905              -
  Net change in payable to affiliate.....           -           (497)
  Change in checks written in excess of cash...  (296)           529
                                               ------         ------
     Net cash flows provided (used) by
      financing activities....                   (341)            32
                                              -------        -------
  Net Change in Cash and Cash Equivalents..       519              0
  Cash and Cash Equivalents At Beginning of Period  -              -
                                              -------        -------
  Cash and Cash Equivalents At End of Period.   $ 519             $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 June 27, 1999 and
  June 28, 1998 and the consolidated financial position as of June 27, 1999.
  Results for the period ended June 27, 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 - Long-Term Debt

    Long-term debt consists of a note payable to a bank under a $15
  million revolving credit facility which is secured by substantially all of
  the assets of the Company, and bears interest at the Company's option of
  prime rate or up to LIBOR plus 2.25%.  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.

    In addition to the credit facility, the Company obtained two
  commitments from a financial group.  One is a commitment to purchase, at
  the Company's option, 11 restaurants not to exceed $1.75 million each or
  $19.3 million in aggregate and subsequently enter into a lease agreement
  with the Company as lessee.  The lease agreement provides for a minimum
  annual rent of 10% of the purchase price which 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
  second commitment, a Leasehold Mortgage Loan Commitment, provides for the
  funding of the construction of 11 restaurants on leased land, not to exceed
  $1.0 million each or $11.0 million in aggregate, at a rate of 450 basis
  points over the then existing rate of fifteen year United States Treasuries
  with an amortization period of 15 years and payments to be made monthly.
  Both commitments expire June 30, 2000.  As of June 27, 1999, five sale
  leasebacks had been completed for $9.5 million.

  Note 4 -  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 5 - 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 was 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

    The Company's principal sources of liquidity on both a long-term and
  short-term basis are cash flow generated from operations, two separate
  commitments from a financial group to purchase and leaseback up to 11
  restaurant properties and to fund the construction of up to 11 restaurants on
  leased land, and a Revolving Credit Facility.  On June 27, 1999, the Company
  had a working capital deficit of $6.4 million compared to a $4.1 million
  deficit at March 28, 1999.  The increase in the deficit is primarily due to
  accrued interest related to the $75 million in senior notes.  Like most
  restaurant companies, the Company is able to operate with a working capital
  deficit because substantially all of its sales are for cash while it generally
  receives credit from suppliers.  Further, receivables are not a significant
  asset in the restaurant business and inventory turnover is rapid.

     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 a
  rate per annum equal (at the Company's option) to: (i) a floating rate per
  annum equal to the Prime Rate (as defined in the New Revolving Credit
  Facility); or (ii) a floating rate per annum equal to 2.25% in excess of the
  LIBOR Rate (as defined in the New Revolving Credit Facility). Obligations of
  the Company under the New Revolving Credit Facility not paid when due shall
  bear interest at a default rate equal to 2% in excess of the non-default
  interest rate. A commitment fee based on an annual rate of .375% is payable
  monthly on any unused portion of the commitment.  As of June 27, 1999,
  $1,340,000 was outstanding under the facility.

    During September 1998, the Company obtained two commitments from a
  financial group. One is a commitment to purchase, at the Company's option, 11
  restaurants not to exceed $1.75 million each or $19 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. 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. As of June 27, 1999, $9.5 million
  in those sale-leaseback transactions had been completed. The second
  commitment, a Leasehold Mortgage Loan Commitment, provides for the funding of
  the construction of 11 restaurants on leased land at a rate of 450 basis
  points over the then existing rate of 15-year United States Treasury Notes
  with an amortization period of 15 years and payments to be made monthly. Both
  commitments expire June 30, 2000.

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


  Results of Operations

    Net restaurant sales.  Net restaurant sales for the quarter ended June
  27, 1999 increased $4.0 million, or 17.8%, to $26.5 million from $22.5 million
  for the quarter ended June 28, 1998.  This increase was due primarily to an
  increase in the net number of restaurants and an increase of 1.9% in same-
  store sales growth.  There were 52 stores open as of June 27, 1999 versus 45
  stores open as of June 28, 1998.  During November 1998, weighted average menu
  prices were increased 6%.

    Net franchise revenues.  Net franchise revenues increased for the quarter
  3.5% to $2.2 million due to an increase in the number of franchise restaurants
  partly offset by a $100,000 credit recorded to bad debt expense in the
  previous year to reduce the allowance for doubtful accounts.

     Cost of sales.  Cost of sales as a percentage of net restaurant sales
  decreased to 31.7% from 34.8% for the quarter primarily due to a decrease in
  the average price of baby-back ribs, increased menu prices and fewer
  promotional discounts.

     Direct labor.  Direct labor as a percentage of net restaurant sales for
  the quarter increased from 30.2% to 30.8% due to an increase in workers'
  compensation and group insurance expense.

     Other.  Other operating expenses as a percentage of sales remained
  basically stable at 23.3% of net restaurant sales versus 23.5% a year ago.

     General and administrative expenses.  General and administrative expenses
  increased to $3.1 million for the quarter from $2.0 million a year ago,
  primarily due to increases in salaries related to corporate staff additions
  as necessary under new ownership, management fees, travel and professional
  fees.  In addition with the adoption of SOP 98-5, the quarter included pre-
  opening expense of $508,000 as compared to pre-opening amortization in the
  previous year of $266,000.

     Interest expense.  Interest expense increased $1.8 million for the
  quarter primarily due to interest related to the notes.

     Miscellaneous.  Miscellaneous income for the previous year includes a
  $169,000 settlement for business interruption insurance related to a
  restaurant destroyed by fire.

     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 was 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  (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.



                         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 June 27,
            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: August 11, 1999                By:  /s/Susan R. Holland
                                           -------------------------
                                           Vice President, Finance
                                           & Chief Financial Officer