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
  July 12, 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 August 23, 2000
           -----                        ----------- -- -- ---------------
Common Stock, $.01 par value                    41,612,949 shares


                                       1
<PAGE>


                         BUFFETS, INC. AND SUBSIDIARIES


                                      INDEX
                                      -----


                                                                        Page No.
                                                                        --------

 PART I. FINANCIAL INFORMATION

 Item 1.  Consolidated Financial Statements:

          Condensed  Consolidated  Statements of Earnings-
          Twenty-Eight Weeks ended July 14, 1999 and
          July 12, 2000 and Twelve  Weeks ended
          July 14, 1999 and July 12, 2000 (Unaudited)........................ 3

          Condensed Consolidated Balance Sheets-
          December 29, 1999 and July 12, 2000 (Unaudited).................... 4

          Condensed Consolidated Statements of Cash Flows-
          Twenty-Eight Weeks ended July 14, 1999
          and July 12, 2000 (Unaudited)...................................... 5

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

 Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations ............................... 8

 PART II. OTHER INFORMATION .................................................19


                                       2
<PAGE>

                         BUFFETS, INC. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

                                   (UNAUDITED)
<TABLE>

                                      TWENTY-EIGHT WEEKS ENDED     TWELVE WEEKS ENDED
                                      ------------------------     ------------------
                                        JULY 14,     JULY 12,      JULY 14,   JULY 12,
                                         1999         2000          1999        2000
                                        -------      -------       -------    -------
                                          (in thousands, except per share amounts)

<S>                                    <C>           <C>           <C>        <C>
RESTAURANT SALES.....................  $500,875      $542,941      $223,037   $240,201

RESTAURANT COSTS:
         Food .......................   159,533       172,326        69,492     75,649
         Labor ......................   155,076       166,908        68,050     73,275
         Direct and occupancy .......   112,930       117,742        49,763     52,000
                                       --------      --------      --------   --------
         Total restaurant ...........   427,539       456,976       187,305    200,924
                                       --------      --------      --------   --------

RESTAURANT PROFITS ..................    73,336        85,965        35,732     39,277

SELLING, GENERAL AND
         ADMINISTRATIVE EXPENSES.....    37,885        42,249        16,141     17,157
IMPAIRMENT OF ASSETS AND
         SITE CLOSING COSTS..........     1,148         1,808           819        669
                                       --------      --------      --------   --------
                                         34,303        41,908        18,772     21,451

OTHER INCOME ........................     1,683         2,272           744      1,188
                                       --------      --------      --------   --------
EARNINGS BEFORE INCOME TAXES ........    35,986        44,180        19,516     22,639

INCOME TAXES ........................    13,675        16,790         7,415      8,605
                                       --------      --------      --------   --------

NET EARNINGS ........................  $ 22,311      $ 27,390      $ 12,101   $ 14,034
                                       ========      ========      ========   ========


EARNINGS PER SHARE:
         Basic.......................      $.51          $.66          $.28       $.34
                                       ========      ========      ========   ========
         Diluted.....................      $.49          $.62          $.27       $.32
                                       ========      ========      ========   ========

WEIGHTED AVERAGE COMMON SHARES
ASSUMED OUTSTANDING:
         Basic.......................    43,499        41,563        42,514     41,585
         Diluted.....................    47,362        45,482        46,437     45,771


</TABLE>


            See Notes to Condensed Consolidated Financial Statements.

                                       3

<PAGE>

Part I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS

                         BUFFETS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                          DECEMBER 29,  JULY 12,
                                                             1999        2000
                                                          -----------   ------
                    (in thousands, except par value amounts)
                                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents ...........................  $ 72,260      $108,611
   Receivable from landlords ...........................     1,092         1,001
   Inventory  ..........................................     4,705         4,645
   Prepaid and other current assets ....................     8,946         9,859
  Deferred income taxes ................................    14,448        16,223
                                                          --------      --------
      TOTAL CURRENT ASSETS .............................   101,451       140,339

PROPERTY AND EQUIPMENT:
   Land.................................................    21,652        23,394
   Building.............................................    41,855        48,903
   Equipment ...........................................   279,317       282,971
   Leasehold improvements ..............................   247,141       253,737
                                                          --------      --------
                                                           589,965       609,005
   Less accumulated depreciation and amortization ......   236,308       247,439
                                                          --------      --------
                                                           353,657       361,566

GOODWILL ...............................................    16,393        15,782
OTHER ASSETS ...........................................     6,134         8,065
                                                          --------      --------
                                                          $477,635      $525,752
                                                          ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable ....................................  $ 34,209      $ 34,762
   Accrued payroll and related benefits ................    23,777        28,793
   Accrued rents .......................................    19,757        19,238
   Accrued sales taxes .................................     4,033         5,588
   Accrued insurance....................................     5,945         7,729
   Accrued store closing costs..........................     4,401         5,294
   Other accrued expenses ..............................     7,848        10,086
   Income taxes payable.................................         -         8,553
   Current portion of capital leases....................       686             -
                                                          --------      --------
      TOTAL CURRENT LIABILITIES ........................   100,656       120,043

LONG-TERM DEBT .........................................    41,465        41,465
MINORITY INTEREST.......................................       265           318
DEFERRED INCOME TAXES ..................................    28,866        29,637

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
      41,604 shares, respectively ......................       415           416
   Additional paid-in capital ..........................   111,152       111,667
   Retained earnings ...................................   194,816       222,206
                                                          --------      --------
      TOTAL STOCKHOLDERS' EQUITY .......................   306,383       334,289
                                                          --------      --------
                                                          $477,635      $525,752
                                                          ========      ========


            See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>




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

<TABLE>
                                                              Twenty-Eight Weeks Ended
                                                              ------------------------
                                                                JULY 14,     JULY 12,
                                                                 1999          2000
                                                                -------      -------
                                                                    (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
      <S>                                                       <C>         <C>
      Net earnings ...........................................  $22,311     $ 27,390
      Adjustments to reconcile net earnings
         to net cash provided by operating activities:
         Depreciation and amortization .......................   23,429       22,824
         Impairment of assets and site closing costs..........    1,148        1,808
         Deferred income taxes ...............................    1,139       (1,004)
         Other (net)..........................................      102          117
         Changes in assets and liabilities net of
          acquisitions:
            Inventory ........................................      535           60
            Prepaid and other current assets .................    2,434         (913)
            Other assets .....................................      (14)         124
            Accounts payable .................................   (1,366)         553
            Accrued payroll and related benefits .............    2,872        5,016
            Accrued store closing costs.......................     (645)         893
            Other accrued expenses ...........................    3,283        4,943
            Income taxes payable .............................    4,002        8,553
                                                                -------     --------

            Total adjustments ................................   36,919       42,974
                                                                -------     --------

            Net cash provided by operating activities.........   59,230       70,364

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures, net of retirements ...............  (22,037)     (34,142)
      Purchase of restaurants, less cash acquired ............   (6,742)           -
      Cash received from landlords ...........................    2,166          340
                                                                -------     --------

            Net cash used in investing activities ............  (26,613)     (33,802)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from exercise of employee stock options........      253          475
      Repurchase of common stock..............................  (28,299)           -
      Payments on capital leases..............................   (1,279)        (686)
                                                                -------     --------

            Net cash used in financing activities ............  (29,325)        (211)
                                                                -------     --------

NET INCREASE IN CASH AND CASH EQUIVALENTS ....................    3,292       36,351

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD ...................  $97,350     $108,611
                                                                =======     ========

Supplemental disclosures of cash flow information:

Cash paid during the period for:
      Interest (net of capitalized interest of $167
          and $252 in 1999 and 2000, respectively)............  $ 1,583     $  1,451
      Income taxes ...........................................    5,448        9,086

</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>

                         BUFFETS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   In the  opinion of  Management,  the  accompanying  unaudited  consolidated
     financial  statements  contain all adjustments  (consisting  only of normal
     recurring  adjustments)  necessary to present fairly the financial position
     of Buffets,  Inc. and  subsidiaries  as of July 12, 2000 and the results of
     operations  for the twelve  weeks ended July 14, 1999 and July 12, 2000 and
     the results of operations and cash flows for the  twenty-eight  weeks ended
     July 14, 1999 and July 12, 2000.

2.   These  statements   should  be  read  in  conjunction  with  the  Notes  to
     Consolidated  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 in this quarterly report.

3.   Restaurant sales are recorded when meals are served to customers. Franchise
     fees and royalties as earned.

4.   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:

<TABLE>
                                               Twenty-Eight     Twenty-Eight        Twelve         Twelve
                                               Weeks Ended      Weeks Ended       Weeks Ended    Weeks Ended
                                                 July 14,         July 12,          July 14,       July 12,
                                                   1999             2000              1999           2000
                                                -----------      -----------       ----------    -----------
<S>                                                <C>             <C>              <C>            <C>
Net earnings .................................     $22,311         $27,390          $12,101        $14,034
Interest on convertible
 subordinated notes (after tax)...............         970             984              415            408
                                                   -------         -------          -------        -------

Income available to common
 shareholders and assumed
 conversion ..................................     $23,281         $28,374          $12,516        $14,442
                                                   =======         =======          =======        =======

Weighted average common
 shares outstanding...........................      43,499          41,563           42,514          41,585
Dilutive effect of:
 Convertible subordinated notes...............       3,553           3,553            3,553           3,553
 Stock options    ............................         310             366              370             633
                                                   -------         -------          -------         -------
Common shares assuming dilution...............      47,362          45,482           46,437          45,771
                                                   =======         =======          =======         =======
</TABLE>


                                       6
<PAGE>



5.   On June 4, 2000,  the Company  entered into an Agreement and Plan of Merger
     with  an  affiliate  of  Caxton-Iseman  Capital,  Inc.  and a  wholly-owned
     subsidiary of that  affiliate,  providing for the merger of the  subsidiary
     into the  Company.  Following  completion  of the merger,  the Company will
     operate as a private company.  It is expected that, after completion of the
     merger,  members  of the  Company's  existing  senior  management  will own
     approximately 16% of the surviving company.  Upon completion of the merger,
     shareholders  of the Company will receive  $13.85 per share of common stock
     that they  hold.  The  completion  of the  merger  is  subject  to  various
     conditions,  including  the  availability  of financing and approval by the
     Company's shareholders.

6.   Six  purported  class  actions  have been  commenced  on behalf of putative
     classes of the Company's public shareholders  seeking,  among other things,
     to enjoin the proposed  merger.  A Court Order on August 7, 2000,  provided
     that the six actions will be consolidated under one name, certain law firms
     be appointed as co-lead counsel and liaison counsel for the plaintiffs, and
     the plaintiffs serve and file a consolidated  and amended  complaint within
     30 days.  The Company's  management  believes the claims alleged in the six
     original complaints are without merit.





                                       7

<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

TWELVE WEEKS ENDED JULY 12, 2000
--------------------------------

RESTAURANT  SALES.  Restaurant sales of $240.2 million during the second quarter
of 2000  represented  a 7.7%  increase  over  sales of  $223.0  million  for the
comparable period of 1999,  primarily due to sales generated by new restaurants,
and a comparable restaurant sales increase of 2.7%. Three new restaurants opened
in the second quarter of 2000. The total number of Company-owned  restaurants at
July 12, 2000 was 403, (252 Old Country Buffet, 127 HomeTown Buffet, 12 Original
Roadhouse Grill, six Granny's Buffet, three Tahoe Joe's Steakhouse,  two Country
Roadhouse  Buffet & Grill and one Soup `N Salad),  compared  to 387  restaurants
open  at the end of the  second  quarter  of  1999.  Average  weekly  sales  per
restaurant for the second quarter of 2000 increased 3.7% to $49,650.

RESTAURANT  COSTS. As a percentage of restaurant  sales,  total restaurant costs
decreased  to 83.6% for the  second  quarter  of 2000 from  84.0% for the second
quarter of 1999.  Food  costs as a  percentage  of  restaurant  sales  increased
modestly to 31.5% from 31.2%,  reflecting overall stability in food costs. Labor
costs were flat,  at 30.5% for both  comparable  periods.  Direct and  occupancy
costs decreased as a percentage of restaurant  sales to 21.6% in 2000 from 22.3%
in 1999, due primarily to better fixed cost absorption  associated with stronger
unit volumes in existing units and higher than system average  volumes  obtained
in new units.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses as a percentage of restaurant sales were slightly above
seven percent of sales in both  comparable  quarters.  Such expenses in absolute
terms  increased 6.3% to $17.2 million for the second quarter of 2000 from $16.1
million  for the  comparable  period of 1999,  primarily  due to an  increase in
advertising  expense  in  the  most  recent  quarter.  Advertising  costs  as  a
percentage of sales were 2.6% in 2000 compared to 2.4% in 1999.

                                       8
<PAGE>


IMPAIRMENT  OF  ASSETS  AND  SITE  CLOSING   COSTS.   The  Company   closed  one
underperforming  restaurant  during the second  quarter  of 2000,  generating  a
charge of $669,000.

INCOME TAXES.  Income taxes were 38.0% of earnings  before income taxes for both
the 2000 quarter and the 1999 quarter.

TWENTY-EIGHT WEEKS ENDED JULY 12, 2000
--------------------------------------

RESTAURANT  SALES. For the first  twenty-eight  weeks of 2000,  restaurant sales
increased 8.4% to $542.9  million from $500.9 million in 1999,  primarily due to
sales generated by new restaurants, and comparable store sales gains. Comparable
store sales were up 3.1%. Five new restaurants  opened in the first half of both
2000 and 1999.  The  average  weekly  sales per  restaurant  in the 2000  period
increased by 4.3% to $48,119.

RESTAURANT  COSTS.  Restaurant  costs for the first  twenty-eight  weeks in 2000
increased to $457.0  million  from $427.5  million in 1999.  As a percentage  of
restaurant sales, 2000 restaurant costs were 84.2% of sales versus 1999 costs of
85.4%.  Food  costs  decreased  to 31.7% in the 2000  period  from 31.9% for the
comparable  period in 1999.  Labor costs  decreased  to 30.7% from 31.0% for the
comparable  periods.  Direct and occupancy costs decreased to 21.7% in the first
twenty-eight  weeks of 2000 from  22.5% in the  comparable  period in 1999,  due
primarily to better fixed cost absorption with stronger sales volumes in new and
existing units.

SELLING,  GENERAL AND ADMINISTRATIVE  EXPENSES. For the first twenty-eight weeks
of 2000, selling, general and administrative expenses increased to $42.2 million
from $37.9  million in 1999.  This  increase was  primarily due to a increase in
advertising  expense in 2000.  As a percentage  of sales,  selling,  general and
administrative  expenses  increased  to 7.8% in the 2000 period from 7.6% in the
1999 period.  This increase was  primarily  attributable  to higher  advertising
costs,  which for the first  twenty-eight  weeks of 2000 were 2.7% of restaurant
sales compared to 2.4% in the comparable 1999 period.

IMPAIRMENT  OF  ASSETS  AND SITE  CLOSING  COSTS.  The  Company  has  sold  five
underperforming restaurants and closed one underperforming restaurant to date in
2000,  resulting in a charge of $1,808,000 for the twenty-eight week period. The
Company  recorded a loss of  approximately  $1.1 million on the sale of the five
restaurants  and  expenses  of  approximately  $700,000  on the  closure  of one
restaurant.

INCOME TAXES. Income taxes were 38% of earnings before income taxes for both the
2000 and 1999 period.

                                       9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  restaurants  generate cash  immediately  through sales.  The
majority of new restaurants are generally profitable within the eight weeks (the
end of the second accounting period of 13 such periods in our fiscal year) 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.

     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 period  ended July 12,  2000 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.

     The Company's  Board of Directors has authorized  the  expenditure of up to
$80  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 July 12,  2000 the Company  had  repurchased  $47.1
million of its common  stock  (4,326,000  shares at an average  price of $10.88)
since the repurchase program was commenced in 1998.

     The  Company  requires  significant  amounts of capital to fund its growth.
During 2000, the Company  expects to open  approximately  14 to 16  restaurants,
approximately 8 to 10 buffet restaurants and 4 to 6 non-core buffet restaurants.
The Company  expects to spend  approximately  $30 to $35 million in aggregate on
these new restaurants, principally for leasehold improvements depending upon the
level of  contributions  obtained  from  landlords.  The Company also expects to
spend $12 to $15 million in various remodeling and improvement costs at existing
facilities.  In addition,  the Company

                                       10

<PAGE>

periodically  evaluates the purchase of existing  restaurants  and/or restaurant
concepts.

     The Company also spent  approximately $6.0 million during the first half of
2000 on its new corporate  office facility.  This facility in Eagan,  Minnesota,
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.  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 that requires 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. The Company is also finding that new,
particularly full service, restaurant concepts have had the impact of increasing
pre-opening costs for each location.

     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 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.  The  agreement  and plan of merger with
Caxton-Iseman  Capital,  Inc. and its affiliate  precludes major payment of cash
dividends by the Company prior to the closing date.

ACCOUNTING PRONOUNCEMENTS

     In December 1999, the  Securities  and Exchange  Commission  released Staff
Accounting Bulletin ("SAB") No. 101 which provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
Companies are required to modify their revenue recognition policy to comply with
SAB No.  101 by the  fourth  quarter of fiscal  2000,  retroactive  to the

                                       11

<PAGE>

first quarter of fiscal 2000. While the Company does not believe the adoption of
SAB No.  101 will have a  material  impact on its  recognition  of  revenue,  it
continues to evaluate the potential impact.

     In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative   Instruments  and  Hedging   Activities."  This  Statement  requires
companies to record  derivatives on the balance sheet as assets and liabilities,
measured  at fair value.  Gains or losses  resulting  from  changes in values of
those  derivatives would be accounted for depending on the use of the derivative
and whether it qualifies  for hedge  accounting.  In July 1999,  the FASB issues
SFAS No. 137 delaying the effective  date of SFAS No. 133 for one year to fiscal
years  beginning  after June 15, 2000,  with earlier  adoption  encouraged.  The
Company  has not yet  determined  the  effects  SFAS No.  133  will  have on its
financial position or the results of its operations.

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 has
reviewed all  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,  the  Company's  Form 10-K and  other  ongoing  securities
filings,  press  releases,  conference  calls and  discussions  with  securities
analysts,  and other communications contain 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.

                                       12

<PAGE>


     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 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.

     MERGER

     On June 4, 2000,  the Company  entered into an Agreement and Plan of Merger
with an affiliate of Caxton-Iseman  Capital, Inc. and a wholly-owned  subsidiary
of that affiliate,  providing for the merger of the subsidiary into the Company.
Following  completion  of the  merger,  the  Company  will  operate as a private
company.  It is expected that,  after  completion of the merger,  members of the
Company's existing senior management will own approximately 16% of the surviving
company. Upon completion of the merger, shareholders of the Company will receive
$13.85 per share of common stock that they hold. The completion of the merger is
subject to various  conditions,  including  the  availability  of financing  and
approval  by  the  Company's  shareholders.   If  the  merger  were  not  to  be
consummated, such failure could have a material adverse effect upon 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  to the  extent  described  above  in the  section  captioned
"Liquidity and Capital  Resources."  However, a large number of variables affect
restaurant  development  and the  Company  can not 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

                                       13

<PAGE>

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.  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 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

                                       14

<PAGE>

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.  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  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."

                                       15
<PAGE>

     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-Q 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 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

                                       16

<PAGE>

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 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

                                       17

<PAGE>

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

     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.

                                       18

<PAGE>

          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 and a lawsuit  challenging  the proposed  merger.
See "LEGAL  PROCEEDINGS"  below for a discussion of this lawsuit and the related
risks.

          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 financing 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.

                                       19

<PAGE>

          Securities Litigation
          ---------------------

          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.

          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

                                       20

<PAGE>

          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.

          Litigation Challenging the Merger
          ---------------------------------

          Six  purported  class  actions  (BROWN V.  HATLEN,  ET AL.;  BURTON V.
          HATLEN,  ET AL.;  PIORKOWSKI V. HATLEN,  ET AL.; SHEREN V. HATLEN,  ET
          AL.,  KINGSBERG V. HATLEN,  ET AL.; AND BLECH V. HATLEN,  ET AL.) have
          been   commenced   on  behalf  of  putative   classes  of  the  public
          shareholders  of Buffets in Dakota County  (Minnesota)  District Court
          (the  "Court")  seeking,  among other  things,  to enjoin the proposed
          merger of Buffets with Caxton-Iseman  Capital.  The complaints name as
          defendants Buffets and each member of Buffets' board of directors. The
          complaints  allege,   among  other  things,  that  Buffets'  directors
          breached  their  fiduciary  duties by  approving  the  merger  and not
          maximizing  value  for  Buffets'   shareholders.   In  addition,   the
          complaints  allege that  certain of the  directors  have  conflicts of
          interest  that  prevented  them from acting in the best  interests  of
          Buffets'  shareholders.  By Order  filed on August 7, 2000,  the Court
          ordered  that the six  actions  be  consolidated  under the name IN RE
          BUFFETS,  INC.  SHAREHOLDER  LITIGATION,  that  certain  law  firms be
          appointed as co-lead  counsel and liason  counsel for the  plaintiffs,
          and that the  plaintiffs  serve and file a  consolidated  and  amended
          complaint  within  30  days.  Defendants  have  not yet  received  any
          consolidated or amended complaint.  However, Buffets believes that the
          claims alleged in the six original complaints are without merit.

Item 2.   Changes in Securities

          Pursuant  to the June 4, 2000  Agreement  and Plan of  Merger  with an
          affiliate of Caxton-Iseman Capital, Inc. and a wholly-owned subsidiary
          of that  affiliate,  the Company agreed that Buffets,  Inc.'s board of
          directors would take all necessary action to exempt the merger and the
          merger agreement from the operation of Buffets' share rights agreement
          and to terminate the outstanding preferred stock purchase rights under
          the rights agreement  immediately before the completion of the merger.
          In furtherance of this requirement,  as of June 4, 2000, the Company's
          board of  directors  approved an  amendment  to the  Company's  rights
          agreement to effect the foregoing.

                                       21

<PAGE>

Item 3.   Defaults upon Senior Securities

          None

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

          The Annual Meeting of  Shareholders  of the Company was held on May 9,
          2000. At the meeting the number of directors of the Company was set at
          seven, seven directors were elected and the appointment  of Deloitte &
          Touche LLP as the Company's  independent auditors for the current year
          was approved, by the following votes:

          Election of Directors     FOR       WITHHOLD    NONVOTES
          ---------------------  ----------   --------    --------
          Walter R. Barry, Jr.  35,896,376    2,041,410
          Marvin W. Goldstein   35,896,676    2,041,110
          Roe H. Hatlen         35,896,676    2.041,110
          Alan S. McDowell      35,896,676    2,041,110
          Kerry A. Kramp        35,896,376    2,041,410
          C. Dennis Scott       35,896,676    2,041,110
          Michael T. Sweeney    35,896,676    2,041,110


                                   FOR        AGAINST    ABSTAIN    NONVOTES
                                 ----------  ---------  ---------   --------
          Approval of the 2000
          Omnibus Stock Plan     29,443,839  7,404,520  1,089,426       1

                                   FOR        AGAINST    ABSTAIN    NONVOTES
                                 ----------   -------    -------    --------
          Approval of auditors   37,888,430    22,238

Item 5.   Other Information

          None

Item 6.   Exhibits and reports on Form 8-K

     a)   Exhibits

          2    Agreement  and Plan of Merger,  dated as of June 4,  2000,  among
               Buffets,  Inc.,  Big Boy  Holdings,  Inc.,  and  Big  Boy  Merger
               Corporation (1)
          3(a) Composite Amended and Restated Articles of Incorporation (2)
          3(b) By-laws of the Company (3)
          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 (4)
          27   Financial Data Schedule

                                       22

<PAGE>



          b)   Reports on 8-K

               Form 8-K filed on June 6,  2000,  with  respect  to the  proposed
               acquisition  of the  Company  by an  affiliate  of  Caxton-Iseman
               Capital, Inc.


(1)  Incorporated  by reference to Exhibit 2 to the Company's  Current Report on
     Form 8-K filed June 6, 2000 (File No. 0-14370).
(2)  Incorporated by reference to Exhibit 4.1 to Registration  Statement on Form
     S-3 dated June 2, 1993 (Registration No. 33-63694).
(3)  Incorporated by reference to Exhibit 3(b) to Annual Report on Form 10-K for
     the fiscal year ended December 29, 1993.
(4)  Incorporated  by reference to Exhibit 1 to Report on Form 8-K dated October
     24, 1995.



                                       23

<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)


August 25, 2000

                                    /s/ Kerry A. Kramp
                                    --------------------------------
                                    Kerry A. Kramp
                                    Chief Executive Officer &
                                    President
                                    (Principal Executive Officer)



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








                                       24

<PAGE>





                                  EXHIBIT INDEX


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

     2    Agreement and Plan of Merger, dated as of
          June 4, 2000, among Buffets, Inc., Big Boy
          Holdings Inc., and Big Boy Merger
          Corporation................................  Incorporated by Reference

     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