SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


                 Quarterly Report under Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934

  For Quarter Ended:                                   Commission File Number
    April 19, 2000                                             0-14370

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

       Minnesota                                        41-1462294
(State of incorporation)                   (I.R.S. Employer Identification No.)

                        1460 Buffet Way, Eagan, MN 55121
                    (Address of principal executive offices)

                                 (651) 994-8608
                         (Registrant's telephone number)

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
                      -----                                       -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

        Class                                    Outstanding as of June 1, 2000
        -----                                    ----------- -- -- ------------
Common Stock, $.01 par value                           41,577,129 shares

                                        1

<PAGE>

                         BUFFETS, INC. AND SUBSIDIARIES


                                    INDEX
                                    -----
                                                           Page No.
                                                           --------

 PART I.   FINANCIAL INFORMATION

 Item 1.   Consolidated Financial Statements:

           Condensed Consolidated Statements of Earnings
           Sixteen Weeks Ended April 21, 1999
           and April 19, 2000 (Unaudited).......................3

           Condensed Consolidated Balance Sheets -
           December 29, 1999 and April 19, 2000 (Unaudited).....4

           Condensed Consolidated Statements of Cash Flows-
           Sixteen Weeks Ended April 21, 1999 and
           April 19, 2000 (Unaudited)...........................5

           Notes to Condensed Consolidated Financial
           Statements...........................................6

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

PART II.   OTHER INFORMATION....................................17




                                        2

<PAGE>

Part I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS



                         BUFFETS, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)


                                               SIXTEEN WEEKS ENDED
                                             ------------------------
                                             APRIL 21,       APRIL 19,
                                               1999            2000
                                             --------        --------
                    (in thousands, except per share amounts)

RESTAURANT SALES ....................        $277,838        $302,740

RESTAURANT COSTS:
    Food costs ......................          90,041          96,677
    Labor costs .....................          87,026          93,633
    Direct and occupancy costs ......          63,167          65,742
                                             --------        --------
      Total restaurant costs ........         240,234         256,052
                                             --------        --------

RESTAURANT PROFITS ..................          37,604          46,688

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES ............          21,744          25,092
IMPAIRMENT OF ASSETS AND
 SITE CLOSING COSTS..................             329           1,139
                                             --------        --------
                                               15,531          20,457

OTHER INCOME ........................             939           1,084
                                             --------        --------

EARNINGS BEFORE INCOME TAXES ........          16,470          21,541
INCOME TAXES ........................           6,260           8,185
                                             --------        --------

NET EARNINGS ........................        $ 10,210         $13,356
                                             ========        ========

EARNINGS PER SHARE:
    Basic............................            $.23            $.32
                                             ========        ========
    Diluted..........................            $.22            $.31
                                             ========        ========

WEIGHTED AVERAGE COMMON SHARES
 ASSUMED OUTSTANDING:
    Basic............................          44,238          41,547
    Diluted..........................          48,056          45,265



            See Notes to Condensed Consolidated Financial Statements.


                                        3

<PAGE>

                         BUFFETS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>


                                                                 DECEMBER 29,      APRIL 19,
                                                                    1999             2000
                                                                 ------------      ---------

                    (In thousands, except per share amounts)

                                     ASSETS
CURRENT ASSETS:
<S>                                                                 <C>           <C>
   Cash and cash equivalents................................        $ 72,260      $ 92,604
   Receivable from landlords................................           1,092         1,162
   Inventory................................................           4,705         4,435
   Prepaid rents............................................           1,891         1,023
   Other current assets.....................................           7,055         7,999
   Deferred income taxes....................................          14,448        14,919
                                                                    --------      --------
      TOTAL CURRENT ASSETS..................................         101,451       122,142

PROPERTY AND EQUIPMENT:
   Land.....................................................          21,652        22,634
   Buildings................................................          41,855        47,351
   Equipment................................................         279,317       281,020
   Leasehold improvements...................................         247,141       248,719
                                                                    --------      --------
                                                                     589,965       599,724
   Less accumulated depreciation and amortization...........         236,308       241,717
                                                                    --------      --------
                                                                     353,657       358,007

GOODWILL....................................................          16,393        16,071
OTHER ASSETS................................................           6,134         7,238
                                                                    --------      --------
                                                                    $477,635      $503,458
                                                                    ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable..........................................        $ 34,209       $33,913
   Accrued payroll and related benefits......................          23,777        27,051
   Accrued rents.............................................          19,757        18,466
   Accrued sales taxes.......................................           4,033         5,533
   Accrued insurance.........................................           5,945         7,148
   Accrued store closing costs...............................           4,401         4,273
   Other accrued expenses....................................           7,848        10,879
   Income taxes payable......................................               -         5,243
   Current portion of capital leases.........................             686            26
                                                                      -------      --------
      TOTAL CURRENT LIABILITIES..............................         100,656       112,532

LONG-TERM DEBT...............................................          41,465        41,465
OTHER NON-CURRENT LIABILITIES................................               -           181
MINORITY INTEREST............................................             265           290
DEFERRED INCOME TAXES........................................          28,866        29,232
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value; authorized 5,000 shares;
      none issued and outstanding ...........................               -             -
   Common stock, $.01 par value; authorized 60,000 shares;
      issued and outstanding 41,545 and
      41,548 shares, respectively............................             415           415
   Additional paid-in capital................................         111,152       111,171
   Retained earnings.........................................         194,816       208,172
                                                                     --------      --------
      TOTAL STOCKHOLDERS' EQUITY.............................         306,383       319,758
                                                                     --------      --------
                                                                     $477,635      $503,458
                                                                     ========      ========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                        4

<PAGE>

                         BUFFETS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
                                                             SIXTEEN WEEKS ENDED
                                                           -------------------------
                                                            APRIL 21,       APRIL 19,
                                                             1999             2000
                                                           ---------        --------
                                                                   (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>            <C>
  Net earnings.............................................   $10,210        $13,356
  Adjustments to reconcile net earnings
      to net cash provided by operating activities:
          Depreciation and amortization ...................    13,321         13,083
          Impairment of assets and site closing costs......       329          1,139
          Deferred income taxes ...........................       978           (105)
          Other, net.......................................       117            126
 Changes in assets and liabilities:
          Inventory .......................................       496            270
          Other current assets ............................       (67)          (180)
          Refundable income taxes..........................     2,666            104
          Other assets ....................................        (1)            68
          Accounts payable ................................    (1,443)          (296)
          Accrued payroll and related benefits ............     2,187          3,274
          Accrued store closing costs .....................      (471)          (128)
          Other accrued expenses ..........................     2,573          4,443
          Income taxes currently payable ..................         -          5,243
                                                              -------        -------

             Total adjustments.............................    20,685         27,041
                                                              -------        -------

             Net cash provided by operating activities.....    30,895         40,397

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures ...............................   (11,110)       (19,594)
       Purchase of restaurants, less cash acquired.........    (6,742)             -
       Cash received from landlords .......................     1,999            142
                                                              -------        -------
             Net cash used in investing activities.........   (15,853)       (19,452)

CASH FLOWS FROM FINANCING ACTIVITIES:
       Payments of capital leases..........................      (755)          (660)
       Proceeds from exercise of employees' stock options .        98             59
       Repurchase of common stock..........................   (21,953)             -
                                                              -------        -------
             Net cash used in financing activities.........   (22,610)          (601)
                                                              -------        -------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.......   (7,568)         20,344

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ............    94,058         72,260
                                                              -------        -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ................   $86,490        $92,604
                                                              =======        =======

Supplemental disclosures of cash flow information:

NON CASH INVESTING AND FINANCING ACTIVITIES:
       Sale of restaurants in exchange for note receivable.         -        $ 1,242

Cash paid during the period for:
       Interest (net of capitalized interest of $93 and
       $119 in 1999 and 2000, respectively)................   $   935        $     0
       Income taxes .......................................     2,609          2,940

</TABLE>

                 See Notes to Consolidated Financial Statements.


                                        5

<PAGE>


                         BUFFETS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    In the opinion of  Management,  the  accompanying  unaudited  consolidated
      financial  statements contain all adjustments  necessary to present fairly
      the financial  position of Buffets,  Inc. and subsidiaries as of April 19,
      2000 and the results of  operations  and cash flows for the sixteen  weeks
      ended April 21, 1999 and April 19, 2000.

2.    These statements should be read in conjunction with the Notes to Financial
      Statements  contained in the Company's  Annual Report on Form 10-K for the
      fiscal year ended December 29, 1999 and with  Management's  Discussion and
      Analysis of Financial  Condition  and Results of  Operations  appearing on
      pages 7 through 17 of this quarterly report.

3.    Basic  earnings  per share are  computed  by  dividing  net  income by the
      weighted average number of common shares outstanding. Diluted earnings per
      share  assumes  conversion  of  convertible  subordinated  notes as of the
      beginning  of the year and  exercise of stock  options  using the treasury
      stock  method,  if  dilutive.  The  following is a  reconciliation  of the
      numerators and denominators used to calculate diluted earnings per share:

                                            Sixteen                   Sixteen
                                          Weeks Ended               Weeks Ended
                                           April 21,                  April 19,
                                             1999                       2000
                                          -----------               -----------
      Net earnings .....................     $10,210                   $13,356
      Interest on convertible
       subordinated notes (after tax)...         555                       530
                                             -------                   -------

      Income available to common
       shareholders and assumed
       conversion.......................     $10,765                   $13,886
                                             =======                   =======

      Weighted average common
       shares outstanding...............      44,238                    41,547
      Dilutive effect of:
       Convertible subordinated notes...       3,554                     3,553
       Stock options....................         264                       165
                                             -------                   -------
      Common shares assuming dilution...      48,056                    45,265
                                             =======                   =======


                                        6

<PAGE>

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

     The Company  operates on a fifty-two or fifty-three week fiscal year, which
ends on the Wednesday  nearest December 31. The Company's first quarter consists
of sixteen  weeks;  all other  quarters are  comprised of twelve  weeks.  When a
fifty-three week year occurs,  the Company's fourth quarter consists of thirteen
weeks.

RESULTS OF OPERATIONS

SIXTEEN WEEKS ENDED APRIL 19, 2000

     RESTAURANT  SALES.  Restaurant  sales of $302.7  million  during  the first
sixteen weeks of 2000  represented a 9.0% increase over sales of $277.8  million
for the comparable period of 1999, due to sales generated by new restaurants and
a comparable  restaurant sales increase of 3.4%. Two new restaurants opened, and
two  restaurants  were closed in the first  quarter of 2000,  bringing the total
number of  Company-owned  restaurants  to 403 at the end of the quarter (253 Old
Country Buffet(R),  126 HomeTown Buffet(R), 11 The Original Roadhouse Grill(SM),
six Granny's Buffet(R),  three Tahoe Joe's Famous  Steakhouse(R),  three Country
Roadhouse Buffet & Grill(SM), and one Soup 'N Salad Unlimited(SM)),  compared to
391 restaurants  open at the end of the comparable  1999 period.  Average weekly
sales per  restaurant  for the first  sixteen  weeks of 2000  increased  4.8% to
$46,969 from $44,798 in the comparable  period of 1999. New  restaurants  opened
during the quarter generated average weekly sales well above the Company's first
quarter average.  The Company's price increases have been close to the inflation
rate.

     RESTAURANT  COSTS. As a percentage of restaurant  sales,  total  restaurant
costs  decreased to 84.6% for the first sixteen weeks of 2000 from 86.5% for the
first  sixteen weeks of 1999.  Food costs as a percentage  of  restaurant  sales
decreased to 32.0% from 32.4%. Labor costs decreased to 30.9% in 2000 from 31.3%
in 1999  primarily  due to the  improvement  in employee  efficiencies  with the
increase in sales. Direct and occupancy costs decreased as a percentage of sales
to 21.7% in 2000 from 22.8% in 1999.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative  expenses as a  percentage  of  restaurant  sales,  inclusive  of
marketing, increased to 8.3% in the first sixteen weeks of 2000 from 7.8% in the
first  sixteen  weeks of 1999.  Such  expenses in absolute  terms were higher at
$25.1  million  for the first  sixteen  weeks of 2000 from $21.7  million in the
comparable period of 1999,  primarily as a result of increases in advertising in
2000 compared to the first quarter of 1999.

                                        7

<PAGE>

Advertising costs as a percentage of restaurant sales were 2.8% in 2000 compared
to 2.5% in 1999. The Company is anticipating  increasing its marketing  spending
in 2000 to approximately $28.4 million.

     SITE  CLOSING  COSTS.  The Company  sold five  underperforming  restaurants
during  the  quarter,  three of which  generated  a charge  of  $1,139,000.  Two
restaurants  were  closed  in the  first  quarter  and  two  restaurants  closed
subsequent  to the end of the quarter with the fifth  restaurant to close by the
end of the second quarter.

     INCOME TAXES. Income taxes were 38.0% of earnings before taxes for 2000 and
1999.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company's  restaurants  generate cash  immediately  through sales.  The
majority  of new  restaurants  are  profitable  within the second  period  after
opening.  The  Company  does not have  significant  assets  in the form of trade
receivables or inventory,  and often receives several weeks of trade credit from
food  and  supply  purveyors;   therefore,  the  Company's  operations  generate
substantial cash which is available to fund new  restaurants.  The investment of
cash  flow  from  operations  in  restaurant  property  and  equipment  and  the
repurchase of common stock may result in a "working  capital  deficit"  (current
liabilities   exceeding  current  assets)  which,  to  a  considerable   extent,
represents interest-free financing from trade creditors that the Company intends
to continue to utilize.

     The Company  currently has an unsecured  revolving  line of credit of up to
$50  million,  with  interest  payable  at  the  option  of the  Company  at the
applicable  "eurodollar rate,"  "certificate of deposit rate," or the "reference
rate" of the bank at the time of the  advance.  On July 1,  2002,  providing  no
default or event of default has occurred and is  continuing,  the line of credit
is convertible,  at the Company's option, to a three-year term loan, maturing on
July 1, 2005.  As of and for the periods ended April 19, 2000 and April 21, 1999
the Company had no borrowings outstanding under this credit line.

     In 1995, HomeTown Buffet issued $41.5 million in aggregate principal amount
of 7.0%  subordinated  convertible  notes due on December 1, 2002. The notes are
convertible  into shares of the Company's  common stock at a conversion price of
$11.67,  subject  to  adjustment  under  certain  conditions,  at any time until
maturity.  The notes are  subordinated  in right of payment to all  existing and
future senior indebtedness of the Company.  The notes became redeemable in whole
or in part,  at the option of the Company,  at any time on or after  December 2,
1998.  During  1998,  $35,000 of the notes were  converted  into 3,000 shares of
common stock at the discretion of the  debtholder.  There were no conversions in
1999 and the first quarter of 2000.

                                        8

<PAGE>

     On  May  12,  1998,  the  Company's  Board  of  Directors   authorized  the
expenditure of up to $40 million for the purchase of  outstanding  shares of the
Company's  common stock, to be effected from time to time in transactions on the
Nasdaq  National  Market or otherwise.  On June 3, 1999, the Company's  Board of
Directors  authorized the expenditure of up to an additional $40 million for the
purchase of  outstanding  shares of the Company's  common stock,  to be effected
from time to time in transactions on the Nasdaq National Market or otherwise. As
of April 19, 2000 and  December  29,  1999,  the Company had  repurchased  $47.1
million of its common stock (4,326,000 shares at an average price of $10.88).

     The  Company  requires  significant  amounts of capital to fund its growth.
During 2000, the Company  expects to open  approximately  16 to 20  restaurants,
approximately  8  to  10  buffet   restaurants  and  8  to  10  non-core  buffet
restaurants.  The Company expects to spend  approximately  $38 to $43 million in
aggregate on these new restaurants,  for leasehold  improvements  depending upon
the level of contributions obtained from landlords.  The Company also expects to
spend $7 to $10 million in various  remodeling and improvement costs at existing
facilities.  In addition,  the Company  periodically  evaluates  the purchase of
existing restaurants and/or restaurant concepts.

     The Company also  expects to spend  approximately  $6.0 million  during the
first half of 2000 on its new  corporate  office  location  in Eagan,  Minnesota
which was completed in March 2000.

     The Company has traditionally located its restaurants within or adjacent to
strip  or  neighborhood  shopping  centers  in  principally  leased  facilities.
However, depending upon the availability of suitable mall locations, or in order
to  obtain  optimal  locations  within  particular  markets,  the  Company  also
purchases or ground-leases land on which it constructs freestanding restaurants.
It is anticipated that substantially all of the restaurants to be opened in 2000
will be freestanding units. The capital expenditure  required for a freestanding
location  can be over 100%  greater  than for a mall  location.  If the  Company
further pursues development of freestanding locations, the cost per location and
related  cash  requirements  will  increase  substantially  over  the  Company's
historical costs of development and may not be offset by landlord  contributions
that typically have been associated with in-line mall locations.  The Company is
also finding that new,  particularly full service,  restaurant concepts have had
the impact of increasing pre-opening costs for each location.

     Sources of capital for  restaurants  to be opened or  converted in 2000 and
early 2001 are anticipated to be funded from existing cash and cash equivalents,
cash provided by operations, credit

                                        9

<PAGE>

received from trade suppliers, landlord contributions for leasehold improvements
and current and expected future bank financing.  The Company believes that these
sources will be adequate to finance  operations and the  additional  restaurants
and conversions included in the Company's restaurant  development plans for 2000
and early 2001.  However,  in order to remain  prepared for further  significant
growth in future  years,  the Company will  continue to evaluate  its  financing
needs and seek additional  funding if appropriate.  The Company has not paid any
cash  dividends on its common stock and,  pursuant to its credit  agreement,  is
restricted  from declaring or paying cash dividends  without the approval of the
Company's lender.

NON-PERFORMING RESTAURANTS

     The Company evaluates impairment of individual  restaurants whenever events
or changes in circumstances indicate the carrying amount of a restaurant may not
be  recoverable.  If  individual  restaurant  sales  during the year do not meet
management's  expectations  it is  reasonably  possible,  although not currently
quantifiable,  that the Company will incur impairment charges.  The Company sold
three underperforming restaurants during the quarter which generated a charge of
$1,139,000.  The Company has reviewed the other underperforming locations and is
considering  options for these  locations  including  expanding  advertising  or
conversion to a different brand or concept.

FORWARD-LOOKING INFORMATION

     This Form 10-Q,  together  with the  Company's  Form 10-K and other ongoing
securities  filings,  press  releases,  conference  calls and  discussions  with
securities analysts, and other communications  contains certain  forward-looking
statements that involve risks and uncertainties.  These statements relate to the
Company's  future  plans,   objectives,   expectations  and  intentions.   These
statements  may be  identified  by the  Company  through  use of  words  such as
"expects,"  "anticipates,"  "intends,"  "plans"  and  similar  expressions.  The
Company's  actual results could differ  materially from those disclosed in these
statements,  to various  factors,  including  the following  "RISK  FACTORS" and
factors set forth elsewhere in this Form 10-Q. The Company assumes no obligation
to publicly  release the results of any  revision or updates to  forward-looking
statements  or these  risk  factors to reflect  future  events or  unanticipated
occurrences.

     RISK FACTORS

     Current  and  prospective   shareholders   should  carefully  consider  the
following risk factors before trading in the Company's securities.  This list of
risk factors is not exclusive.  If any of the following  risks  actually  occur,
they could have a material

                                       10

<PAGE>

negative  effect  on the  Company's  business,  financial  condition,  operating
results or cash  flows.  This could  cause the  trading  price of the  Company's
securities  to  decline,  and  security  holders  may lose  part or all of their
investment in the Company.

                  RISKS ASSOCIATED WITH NEW DEVELOPMENT

     The Company has historically added restaurants each year either through new
construction, acquisition, or both. It currently expects that this practice will
continue  in 2000.  However,  a large  number  of  variables  affect  restaurant
development  and the Company cannot predict with certainty the ultimate level of
restaurant additions,  if any, in any particular fiscal year. This is due to the
unique aspects associated with development transactions,  such as the date sites
become available,  the speed with which the Company can obtain required permits,
the  availability of construction  labor and materials,  and how quickly the new
restaurants can be staffed. These factors also make it difficult to predict when
new restaurants will open and produce revenue.

     Variables influencing new restaurant additions include the level of success
in identifying  suitable  locations and the negotiation of acceptable leases and
land  purchases.  This may become more  difficult as  competition  heightens for
optimal  sites.  Other  variables  include,  but are  not  limited  to,  general
competitive factors,  land covenants restricting the Company's use of sites, and
signage restrictions imposed by land owners or governmental entities.

     Traditionally,  the  Company  has used  cash flow  from  operations  as its
primary funding for restaurant additions. The Company cannot guarantee that this
source of capital will be sufficient to attain the desired development levels if
adverse  changes  occur  affecting  revenues,  profitability  or cash  flow from
operations.  Reductions in landlord  contributions  towards  construction  costs
would also reduce the capital  available for development.  The Company's ability
to purchase  (rather  than build)  additional  restaurants  also  depends on the
factors  described in this  section,  as well as other  factors.  These  factors
include the Company's  ability to convert  purchased  restaurants  to one of the
Company's existing  restaurant concepts and to integrate them into the Company's
business or, alternatively,  to successfully operate the acquired business using
its existing format.

     Acquisitions  involve a number of risks  that  could  adversely  affect the
Company's operating results,  including the diversion of management's attention,
the assimilation of the operations and personnel of the acquired companies,  the
amortization  of  acquired  intangible  assets  and  the  potential  loss of key
employees. No

                                       11

<PAGE>

assurances  can be given that any  acquisition or investment by the Company will
not  materially  and adversely  affect the Company or that any such  acquisition
will enhance the  Company's  business.  If the Company ever  determines  to make
major acquisitions of other businesses or assets, the Company may be required to
sell  additional   equity  or  debt  securities  or  obtain   additional  credit
facilities.  The  sales,  if any,  of  additional  equity  or  convertible  debt
securities could result in additional dilution to the Company's stockholders.

                          RESTAURANT OPERATIONAL RISKS

     The Company's restaurant  operations are affected by changes in the cost of
food and labor and its ability to  anticipate  such changes.  Operations  depend
upon  the  complete  and  timely  delivery  of food  and  non-food  items to the
restaurants.   Consequently,   interruptions  in  the  flow  of  such  products,
variations  in product  specifications,  changes in  product  costs and  similar
factors can have a material impact on the Company's results.

     In  recent  years,   other  reputable  food  service  companies  have  been
materially and adversely impacted by food-borne illness incidents. Some of these
incidents involved third party food suppliers and transporters  outside of their
reasonable control.  The Company has rigorous internal  standards,  training and
other  programs to attempt to minimize the risk of these  occurrences.  However,
the Company  cannot  guarantee  that these  efforts  will be fully  effective in
preventing  all  food-borne  illnesses.   New  illnesses  resistant  to  current
precautions may also develop in the future.

     The  Company  also  shares  a risk  common  to all  multi-unit  foodservice
businesses.  Specifically,  one or more  instances  of  food-borne  illness in a
Company or franchised  restaurant,  poor health  inspection  scores, or negative
publicity  can  have  a  material  negative  impact  extending  far  beyond  the
restaurant  involved to affect some or all of the  Company's  other  foodservice
operations.  This risk exists even if it is later  determined that the incidents
were  wrongly  attributed  to the  Company's  restaurants,  or that the negative
publicity was false or misleading.

     The Company's buffet  restaurants  utilize a service format that is heavily
dependent  upon  self-service  by its  customers.  Any  development  that  would
materially impede or prohibit the Company's continued use of a self-service food
service approach would have a material  adverse impact on the Company's  primary
business.

     The Company has from time to time pursued various  research and development
concepts.  These have related to its core buffet restaurant  business as well as
its non-buffet restaurant business.

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<PAGE>



These are  undertaken on a trial basis only and the opening of such  restaurants
does not necessarily indicate that the Company will expand the concepts.

     The Company has achieved  considerable  success with  television  marketing
programs in recent years. Marketing programs are generally most effective in the
period  immediately  following their introduction when they initiate trial usage
by new customers.  The Company's current television marketing programs have been
active in certain markets for over a year. It is therefore  possible that future
advertising in these markets will be less successful than when the programs were
first aired. The final level of television advertising expenditures in 2000 will
depend on the  effectiveness  of the  commercials,  the availability and cost of
advertising air time, and changes in the Company's marketing priorities.

     The  Company  periodically  reviews  the  operating  results of  individual
restaurants  to determine if impairment  charges on  underperforming  assets are
necessary,  and the need for restaurant closings, and it is reasonable to expect
that such actions will be required  from time to time in the future.  Impairment
charges  reduce the profits of the  Company.  They are  required  by  accounting
principles  when an asset,  such as a  restaurant,  performs  so poorly that the
Company  determines that the asset is worth less than its value as stated in the
Company's accounting records.

     The Company's sales volumes fluctuate seasonally,  and are generally higher
in the summer months and lower in the winter months overall.

     The  Company  has  not  experienced  a  significant   overall  impact  from
inflation. If operating expenses increase due to inflation, the Company recovers
increased  costs by increasing  menu prices.  However,  competition may limit or
prohibit such increases, as discussed in the section below entitled "COMPETITIVE
RISKS."

     Previous  results at the Company's  restaurants  and at the Company overall
may not be  indicative of future  performance,  as a result of any or all of the
risk factors discussed in the various sections in this report 10-K incorporating
the words "RISK FACTORS."

                          HUMAN RESOURCE RELATED RISKS

     The Company  operates in the service  industry and is  extremely  dependent
upon the availability of qualified restaurant  personnel.  Availability of staff
varies widely from location to location.  Difficulty in recruiting and retaining
personnel can increase the cost of restaurant  operations and temporarily  delay
the openings of new restaurants.  It can also cause higher employee  turnover in
the

                                       13

<PAGE>

affected restaurants.  Additionally,  competition for qualified employees exerts
pressure on wages paid to attract qualified personnel, resulting in higher labor
costs, together with greater expense to recruit and train them.

     The  operation of buffet style  restaurants  is materially  different  than
certain  other  restaurant  concepts.  Consequently,  the retention of executive
management that is familiar with the Company's core business is important to the
Company's  continuing  success.  The departure of multiple executives in a short
period of time could have an adverse impact on the Company's business.

     Various  employment  related legal risks also exist, which are discussed in
more detail in the sections below entitled  "REGULATORY FACTORS" and "LITIGATION
RISKS."

                  RISKS ASSOCIATED WITH NON-COMPANY OWNED RESTAURANT OPERATIONS

     The  Company  is  limited  in the  manner  in  which  it can  regulate  its
franchised  restaurants,  especially  in real-time.  If a franchised  restaurant
fails to meet the Company's franchisor  operating  standards,  the Company's own
restaurants  could be adversely  affected due to customer  confusion or negative
publicity.  A similar risk exists with respect to totally unrelated  foodservice
businesses if customers  mistakenly associate such unrelated businesses with the
Company's own operations.

                  RISKS ASSOCIATED WITH GENERAL CONDITIONS

     The  confidence of consumers  generally,  together with changes in consumer
preferences, can have a significant impact on the Company's results. Positive or
negative trends in weather condition can have an exceptionally  strong influence
on the  Company's  business.  This effect is heightened by the fact that most of
the Company's  restaurants  are in  geographic  areas  experiencing  extremes in
weather.  The Company's success also depends to a significant  extent on factors
affecting  discretionary  consumer  spending,   including  economic  conditions,
disposable  consumer  income and consumer  confidence.  Adverse changes in these
factors could reduce guest traffic or impose practical limits on pricing, either
of which could  materially  adversely affect the Company's  business,  financial
condition, operating results or cash flows.

                  COMPETITIVE RISKS

     The  Company  operates  in  a  highly  competitive  industry.   Competitive
pressures  may have the affect of  limiting  the  Company's  ability to increase
prices, with consequent pressure on operating

                                       14

<PAGE>

earnings.  This environment  makes it more difficult for the Company to continue
to provide high service levels while  maintaining  the Company's  reputation for
superior value, without adversely affecting operating margins.

                  REGULATORY FACTORS

     The Company is subject to  extensive  government  regulation  at a federal,
state and  local  government  level.  These  include,  but are not  limited  to,
regulations  relating  to the  sale  of food  (and  alcoholic  beverages  in the
Company's full service  restaurants).  In the past, the Company has been able to
obtain and maintain  necessary  governmental  licenses,  permits and  approvals.
However,  difficulty or failure in obtaining  them in the future could result in
delaying or canceling  the opening of new  restaurants.  Local  authorities  may
suspend or deny renewal of the Company's governmental licenses if they determine
that the  Company's  conduct does not meet the  standards  for initial  grant or
renewal.  Although the Company has satisfied governmental licensing requirements
for its existing  restaurants,  the Company cannot be sure that these  approvals
will be forthcoming at future locations. This risk would be even higher if there
was a major change in the licensing  requirements  affecting the Company's types
of restaurants.

     The Company is also subject to certain  states'  "dram shop"  statutes with
respect to its restaurants that serve alcohol.  These statutes generally provide
a person injured by an intoxicated  person the right to recover  damages from an
establishment  that served alcoholic  beverages to the intoxicated  person.  The
Company carries liquor liability coverage as part of its existing  comprehensive
general  liability  insurance.  If the Company were to significantly  expand the
number of  restaurants  serving  alcohol,  an adverse  trend in alcohol  related
judgments  in excess  of the  Company's  insurance  coverage,  or the  Company's
failure  to  obtain  and  maintain  insurance  coverage,  could  materially  and
adversely affect the Company.

     Various federal and state labor laws govern the Company's relationship with
its  employees  and affect  operating  costs.  These laws  include  minimum wage
requirements,  overtime,  unemployment tax rates,  workers'  compensation rates,
citizenship    requirements    and   sales   taxes.    Significant    additional
government-imposed  increases in the following areas could materially  adversely
affect the Company's business,  financial  condition,  operating results or cash
flow:
         *        minimum wages
         *        mandated health benefits
         *        paid leaves of absence
         *        increased tax reporting
         *        revisions in the tax payment requirements for employees
                  who receive gratuities

                                       15

<PAGE>



     The Federal Americans with Disabilities Act prohibits discrimination on the
basis of  disability  in  public  accommodations  and  employment.  The  Company
believes  that its  restaurants  are designed to be  accessible to the disabled.
However,  mandated  modifications to the Company's  facilities to make different
accommodations  for  disabled  persons  could  result in material  unanticipated
expense.

     The Company is subject to federal,  state and local laws,  regulations  and
ordinances  that (i)  govern  activities  or  operations  that may have  adverse
environmental  effects, such as discharges to air and water, as well as handling
and disposal practices for solid and hazardous wastes, and (ii) impose liability
for the costs of cleaning up, and certain damages  resulting from, sites of past
spills, disposals or other releases of hazardous materials resulting from, sites
of past spills,  disposals or other releases of hazardous  materials  (together,
"Environmental  Laws"). In particular under applicable  Environmental  Laws, the
Company may be responsible for remediation of  environmental  conditions and may
be subject to  associated  liabilities  (including  liabilities  resulting  from
lawsuits brought by private litigants)  relating to its restaurants and the land
on which its restaurants  are located,  regardless of whether the Company leases
or owns the  restaurants  or land in question  and  regardless  of whether  such
environmental  conditions  were  created by the  Company or by a prior  owner or
tenant.  There can be no assurance  that  environmental  conditions  relating to
prior,  existing  or future  restaurants  or  restaurant  sites  will not have a
material adverse affect on the Company.

                  LITIGATION RISKS

     The Company is from time to time the subject of  complaints  or  litigation
from guests alleging illness, injury or other loss associated with the Company's
restaurants.  Adverse publicity  resulting from these allegations may materially
adversely  affect the Company and the  Company's  restaurants.  This may be true
whether or not the allegations are valid or the Company is liable.  In addition,
employee   claims   against  the   Company   based  on,   among  other   things,
discrimination,  harassment  or wrongful  termination  may divert the  Company's
financial and management  resources that would  otherwise be used to benefit the
future performance of the Company's operations.  The Company has been subject to
these  employee  claims  from time to time,  and a  significant  increase in the
number of these claims or successful  claims could  materially  adversely affect
the Company's business,  financial  condition,  operating results or cash flows.
The Company is currently  defending a lawsuit based on alleged violations of the
securities laws by the Company.  See "LEGAL  PROCEEDINGS" below for a discussion
of this lawsuit and the related risks.


                                       16

<PAGE>



                  RISKS ASSOCIATED WITH PURCHASING, OWNING, OR SELLING THE
COMPANY'S SECURITIES

     The Company's  securities  currently  trade publicly on the NASDAQ National
Market. The market price of the Company's  securities  fluctuate  significantly.
These price  changes do not  necessarily  correlate  to movements in the overall
stock market.  The stock market has from time to time experienced  extreme price
and volume  fluctuations,  which has often been unrelated or disproportionate to
the operating performance of particular companies.  Fluctuations or decreases in
the trading price of the Company's  securities may adversely  affect the ability
of security  holders to trade in the  Company's  securities.  In addition,  such
fluctuations  could  adversely  affect the  Company's  ability to raise  capital
through future equity financings should the Company determine at some point that
it is in its best interest to do so.

PART II.                   OTHER INFORMATION

 Item 1.          Legal Proceedings

                  The Company is involved in various  legal  actions  arising in
                  the normal  course of business.  Management  is of the opinion
                  that their outcome will not have a  significant  effect on the
                  Company's consolidated financial statements.

                  The Company and seven of its present  and/or former  directors
                  and  executive  officers  have been named as  defendants  in a
                  Corrected, Third Amended,  Consolidated Class Action Complaint
                  (the "third complaint")  brought on behalf of a putative class
                  of all  purchasers of common stock of the Company from October
                  26, 1993 through  October 25, 1994 (the "class period") in the
                  United  States  District  Court for the District of Minnesota.
                  The  third   complaint   alleges  that  the  defendants   made
                  misrepresentations  and  omissions of material fact during the
                  class  period with  respect to the  Company's  operations  and
                  restaurant  development  activities,  as a result of which the
                  price  of  the  Company's  stock  allegedly  was  artificially
                  inflated during the class period.  The third complaint further
                  alleges that certain  defendants made sales of common stock of
                  the Company  during the class  period while in  possession  of
                  material   undisclosed   information   about   the   Company's
                  operations and restaurant development  activities.  Plaintiffs
                  allege that the  defendants'  conduct  violated the Securities
                  Exchange  Act of 1934 and seek  damages of  approximately  $90
                  million and an award of attorneys fees, costs and expenses.

                                       17

<PAGE>



                  The defendants have answered the third complaint,  denying all
                  liability and raising various affirmative defenses.  Discovery
                  was substantially  completed as of February 26, 1999. By Order
                  entered on June 17, 1999, as amended by Order dated August 18,
                  1999,  the District  Court  certified  the proposed  plaintiff
                  class.

                  On May 28, 1999, the defendants  moved for summary judgment on
                  all  claims.   Plaintiffs   also  moved  for  partial  summary
                  judgement  against the Company and Mr. Hatlen for a portion of
                  the class  period.  The District  Court heard oral argument on
                  the  respective  motions on December 10, 1999, and denied both
                  the Plaintiffs and Defendants summary judgement motions on May
                  11, 2000.  Management of the Company continues to believe that
                  the action is without merit and is vigorously defending it.

                  The defendants have given notice of the  plaintiffs'  claim to
                  its insurance  carrier.  The insurance  company is reimbursing
                  the  defendants  for a portion of the costs of defense under a
                  reservation of rights. Although the outcome of this proceeding
                  cannot be predicted with certainty,  the Company's  management
                  believes that while the outcome may have a material  effect on
                  earnings in a particular period, the probability of a material
                  effect on the financial condition of the Company,  not covered
                  by insurance, is slight.

 Item 2.          Changes in Securities

                  None

 Item 3.          Defaults upon Senior Securities

                  None

 Item 4.          Submission of Matters to a Vote of Security Holders

                  None

 Item 5.          Other Information

                  None

 Item 6.          Exhibits and reports on Form 8-K
           a)     Exhibits
                  3(a)        Composite Amended and Restated Articles of
                              Incorporation (1)
                  3(b)        By-laws of the Company (2)

                                       18

<PAGE>



                  4(a)        Form of Rights Agreement,  dated as of October 24,
                              1995  between the Company and the  American  Stock
                              Transfer and Trust Company, as Rights Agent (3)
                  27          Financial Data Schedule

(1)  Incorporated by reference to Exhibit 4.1 to Registration  Statement on Form
     S-3 dated June 2, 1993 (Registration No. 33-63694).
(2)  Incorporated by reference to Exhibit 3(b) to Annual Report on Form 10-K for
     the fiscal year ended December 29, 1993.
(3)  Incorporated  by reference to Exhibit 1 to Report on Form 8-K dated October
     24, 1995.

                                       19

<PAGE>

                                   SIGNATURES


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


                                            BUFFETS, INC.
                                            (Registrant)



Date:             June 2, 2000





                                            /s/ Roe H. Hatlen
                                            --------------------------------
                                            Roe H. Hatlen
                                            Chairman of the Board and
                                            Chief Executive Officer
                                            (Principal Executive Officer)



                                            /s/ Richard Michael Andrews, Jr.
                                            --------------------------------
                                            Richard Michael Andrews, Jr.
                                            Chief Financial Officer
                                            (Principal Financial Officer)












                                       20

<PAGE>



                                  EXHIBIT INDEX
                                  -------------


       Exhibits                                            Page
       --------                                            ----

3(a)   Composite Amended and Restated
       Articles of Incorporation.................. Incorporated by Reference

3(b)   By-laws of the Company..................... Incorporated by Reference

4(a)   Form of Rights Agreement, dated as
       of October 24, 1995 between the
       Company and the American Stock Transfer
       and Trust Company, as Rights Agent......... Incorporated by Reference

27     Financial Data Schedule ......................... Filed Electronically




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