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 22, 1998                      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.)

                   10260 Viking Drive, Eden Prairie, MN 55344
                    (Address of principal executive offices)

                                 (612) 942-9760
                         (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 3, 1998
                -----                 ----------- -- -- ---- -- ----
       Common Stock, $.01 par value         45,523,499 shares




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<PAGE>





                         BUFFETS, INC. AND SUBSIDIARIES


                                      INDEX


                                                       Page No.


 PART I.  FINANCIAL INFORMATION

 Item 1.  Consolidated Financial Statements:

          Consolidated Balance Sheets-
          December 31, 1997 and April 22, 1998...........   3

          Consolidated Statements of Operations-
          Sixteen Weeks ended April 23, 1997
          and April 22, 1998.............................   4

          Consolidated Statements of Cash Flows-
          Sixteen Weeks ended April 23, 1997 and
          April 22, 1998.................................   5

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

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

PART II.  OTHER INFORMATION..............................   11
















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<PAGE>



Part I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS

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

                                                         DECEMBER 31,  APRIL 22,
                                                            1997         1998
                                                         ------------  ---------
                                                              (in thousands)
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ..............................  $ 43,030   $ 60,472
  Receivable from landlords ..............................     1,430      2,057
  Inventory ..............................................     4,934      4,016
  Prepaid rents ..........................................                  909
  Other current assets ...................................     1,986      1,966
  Refundable income taxes ................................     1,313
  Deferred income taxes ..................................    12,418     12,550
                                                            --------   --------
    TOTAL CURRENT ASSETS .................................    65,111     81,970

PROPERTY AND EQUIPMENT:
  Land ...................................................    15,688     15,688
  Buildings ..............................................    31,773     32,348
  Equipment ..............................................   246,006    252,370
  Leasehold improvements .................................   203,874    209,056
                                                            --------   --------
                                                             497,341    509,462
  Less accumulated depreciation and amortization .........   166,694    178,640
                                                            --------   --------
                                                             330,647    330,822
GOODWILL, net of accumulated amortization of $1,615 and
 $2,072, respectively ....................................     5,624      5,517
OTHER ASSETS .............................................     2,194      2,049
                                                            --------   --------
                                                            $403,576   $420,358
                                                            ========   ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable .......................................  $ 29,910   $ 27,573
  Accrued payroll and related benefits ...................    15,520     17,832
  Accrued rents ..........................................    15,640     15,300
  Accrued sales taxes ....................................     3,393      4,489
  Accrued insurance ......................................     5,561      6,436
  Accrued store closing costs ............................     7,955      7,478
  Other accrued expenses .................................     5,310      7,365
  Income taxes ...........................................                4,132
  Current portion of capital leases ......................     2,239      2,157
                                                            --------   --------
    TOTAL CURRENT LIABILITIES ............................    85,528     92,762

LONG-TERM DEBT ...........................................    41,500     41,500
LONG-TERM PORTION OF CAPITAL LEASES ......................     2,954      2,258
DEFERRED INCOME ..........................................       212         91
DEFERRED INCOME TAXES ....................................     6,695      6,417

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 45,371 and
    45,470 shares, respectively ..........................       454        455
  Additional paid-in capital .............................   117,626    118,403
  Retained earnings ......................................   148,607    158,472
                                                            --------   --------
    TOTAL STOCKHOLDERS' EQUITY ...........................   266,687    277,330
                                                            --------   --------
                                                            $403,576   $420,358
                                                            ========   ========


                 See Notes to Consolidated Financial Statements.

                                        3

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



                                         SIXTEEN WEEKS ENDED
                                        ----------------------
                                        APRIL 23,    APRIL 22,
                                         1997          1998
                                        --------     --------
            (in thousands, except per share amounts)

RESTAURANT SALES .................     $240,741      $256,829

RESTAURANT COSTS:
  Food costs .....................       83,779        84,556
  Labor costs ....................       73,801        78,511
  Direct and occupancy costs .....       58,951        59,872
                                       --------      --------
    Total restaurant costs .......      216,531       222,939
                                       --------      --------

RESTAURANT PROFITS ...............       24,210        33,890

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES .........       13,270        17,893
OTHER SITE CLOSING COSTS..........                        200
                                       --------       -------
                                         10,940        15,797

OTHER (EXPENSE) INCOME ...........         (485)          244
                                       --------       -------

EARNINGS BEFORE INCOME TAXES .....       10,455        16,041
INCOME TAXES .....................        4,080         6,176
                                       --------       -------

NET EARNINGS .....................     $  6,375       $ 9,865
                                       ========       =======

EARNINGS PER SHARE:
  Basic...........................         $.14          $.22
                                       ========       =======
  Diluted.........................         $.14          $.21
                                       ========       =======

WEIGHTED AVERAGE COMMON SHARES
ASSUMED OUTSTANDING:
  Basic...........................       45,191        45,399
  Diluted.........................       45,440        49,572


                 See Notes to Consolidated Financial Statements.



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<PAGE>




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

                                                            SIXTEEN WEEKS ENDED
                                                           ---------------------
                                                           APRIL 23,   APRIL 22,
                                                            1997         1998
                                                           --------    --------
                                                              (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings ........................................    $ 6,375     $ 9,865
  Adjustments to reconcile net earnings
    to net cash provided by operating activities:
    Depreciation and amortization ......................     12,316      12,744
    Impairment of assets and site closing costs ........                    200
    Tax benefit from early disposition of common stock .        120         125
    Deferred income ....................................       (121)       (121)
    Deferred income taxes ..............................        874        (410)
  Changes in assets and liabilities:
       Inventory .......................................       (225)        918
       Other current assets ............................      3,283        (889)
       Refundable income taxes .........................                  1,313
       Other assets ....................................        (29)         39
       Accounts payable ................................     (2,881)     (2,337)
       Accrued payroll and related benefits ............        406       2,312
       Accrued store closing costs .....................       (459)       (677)
       Other accrued expenses ..........................      2,008       3,686
       Income taxes currently payable ..................      2,191       4,132
                                                            -------     -------

         Total adjustments .............................     17,483      21,035
                                                            -------     -------

         Net cash provided by operating activities .....     23,858      30,900

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures ..............................    (18,784)    (13,509)
     Cash received from landlords ......................        574         176
                                                            -------     -------
         Net cash used in investing activities .........    (18,210)    (13,333)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of capital leases ........................       (551)       (778)
     Proceeds from exercise of employees' stock options         184         653
     Net cash used in financing activities .............       (367)       (125)
                                                            -------     -------

NET INCREASE IN CASH AND CASH EQUIVALENTS ..............      5,281      17,442

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .........     10,772      43,030
                                                            -------     -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .............    $16,053     $60,472
                                                            =======     =======

Supplemental disclosures of cash flow information:

Cash paid during the period for:
     Interest (net of capitalized interest of $81 and
     $99 in 1997 and 1998, respectively) ...............    $   334     $   285
     Income taxes ......................................        895       1,016



                 See Notes to Consolidated Financial Statements.


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<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 necessary to present fairly 
    the financial position of Buffets, Inc. and subsidiaries as of April 22, 
    1998 and the results of operations and cash flows for the sixteen weeks 
    ended April 23, 1997 and April 22, 1998.

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 31, 1997 and with Management's Discussion  and
    Analysis of Financial Condition and Results of Operations appearing on pages
    7 through 10 of this quarterly report.

3.  Effective January 1, 1998, the Company adopted Statement of Financial 
    Accounting Standards No. 130, "Reporting Comprehensive Income."  For the
    period presented, comprehensive income is the same as net earnings.

4.  On May 11, 1998, the Company reached an agreement in principle to purchase
    11 Country Harvest Buffet restaurants from Country Harvest Buffet 
    Restaurants, Inc. of Seattle, Washington. The transaction is expected to 
    become effective on or about July 2, 1998, subject to the satisfaction of
    certain conditions, including the approval of the Federal Bankruptcy Court 
    overseeing the Chapter 11 bankruptcy proceedings involving Country Harvest.














                                        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 22, 1998
----------------------------------

RESTAURANT  SALES.  Restaurant sales of $256.8 million during the first sixteen
weeks of 1998 represented a 6.7% increase over sales of $240.7 million for the
comparable period of 1997, due to sales generated by new restaurants and
comparable restaurant sales increased by 3.0%.  Six new restaurants opened and
two restaurants (previously reserved for) closed in the first quarter of 1998,
bringing the total number of Company-owned restaurants to 364 at the end of the
quarter (245 Old Country Buffets(R), 113 HomeTown Buffets(R), four The Original
Roadhouse GrillsSM, one PIZZAPLAYSM and one Country Roadhouse Buffet & GrillSM),
compared to 355 restaurants open at the end of the comparable 1997 period.
Average weekly sales per restaurant for the first sixteen weeks of 1998 
increased 3.0% to $44,386 from $43,089 in the comparable period of 1997.  New
restaurants opened during the quarter generated average weekly sales of $66,334,
well above the Company average.  Comparable sales per restaurant were up 3.0% 
for the comparable  periods.  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 86.8% for the first sixteen weeks of 1998 from 90.0% for the first
sixteen weeks of 1997.  Food costs as a percentage of restaurant sales decreased
to 32.9% from 34.8%, primarily due to decreases in various grocery and meat
products.  Labor costs were substantially unchanged at 30.6% in 1998 and 30.7%
in 1997.  Direct and occupancy costs decreased as a percentage of sales to 23.3%
in 1998 from 24.5% in 1997, due to decreases in utilities, repair and 
maintenance, and various other restaurant costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses as a percentage of restaurant sales, inclusive of
marketing, increased to 7.0% in the first sixteen weeks of 1998 from 5.5% in the
first sixteen weeks of 1997.  Such expenses in absolute terms were higher at
$17.9 million for the first sixteen weeks of 1998 from $13.3  million in the
comparable

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period of 1997, primarily as a result of increases in advertising in 1998
compared to the first quarter of 1997 with no marketing  campaign.  Advertising
costs as a percentage of restaurant sales were 1.7% in 1998 compared to .5% in
1997.  The Company is anticipating doubling its marketing spending in 1998
versus the prior year, to approximately $18.0 million which includes the
development of four new television commercials which started airing in March 
of 1998.

INCOME TAXES.  Income taxes were 38.5% of earnings before taxes for the 1998 
quarter and 39.0% in the 1997 quarter.

LIQUIDITY AND CAPITAL RESOURCES

   The  Company's restaurants generate cash immediately through sales.  New
restaurants are generally profitable shortly 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 results 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.  The Company is also required to pay a
commitment fee equal to 1/4 of 1% per annum of the unused balance, payable
quarterly in arrears.  On July 1, 1999, 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, 2002.  As of
April 22, 1998, the Company had no borrowings outstanding under this credit
line.

   In 1995, HomeTown Buffet, Inc., a wholly-owned subsidiary of the Company
("HomeTown"), issued $41.5 million in aggregate principal amount of 7.0%
subordinated convertible notes due on December  1, 2002.  Interest is payable
semi-annually on June 1 and December 1, commencing June 1, 1996. 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 are redeemable in whole or
in part, at the option of the Company, at any time on or after December 2, 1998.

                                        8

<PAGE>



   The Company continues to require substantial amounts of capital to fund its
growth.  The Company currently expects to open a total of approximately 25 new
restaurants and convert three restaurants, principally from Old Country Buffets
to HomeTown  Buffets, during 1998, with six new restaurants already opened and
one conversions completed at April 22, 1998.

   On May 12, 1998, the Company 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.  To date, no such transactions have transpired, and there is 
currently no certainty that such purchases will occur, or at what level.

   The Company has reached an agreement in principle to purchase 11 Country
Harvest BuffetSM restaurants.  The Company may remodel the restaurants to 
another restaurant concept at a cost which is not currently estimable.  The 
Company also expects to spend an aggregate of approximately $45 to $50 million
during 1998 on its restaurants being opened in 1998, depending on the level of
contributions obtained from landlords for leasehold improvements and the amount
of land purchased for freestanding buildings.  The Company anticipates that,
as it further pursues the development of freestanding locations, the cost per
location and related cash requirements will increase substantially over prior
years and that these costs will not be offset by landlord contributions that
typically have been associated with strip mall locations.  The capital 
expenditure required for a freestanding location can be over 100% greater 
than for a mall location.  The Company estimates that approximately 50% of
1998 new locations will be freestanding units, and of the freestanding 
restaurants virtually all will be ground leased rather than owned.  Sources
of capital for restaurant development projects are anticipated to be funds
provided by operations, credit received from trade suppliers, landlord
contributions to leasehold improvements and current bank financing.  The Company
believes that these sources will be adequate to finance operations, purchase
shares of the Company's common stock and the additional restaurants and
restaurant conversions included in the Company's restaurant development plans
for at least through fiscal 1998 and fiscal 1999, subject to the factors
described below in the section captioned "Forward-looking Information."  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.

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

                                        9

<PAGE>



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.

ACCOUNTING PRONOUNCEMENT
    In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which is effective for the Company
beginning January 1, 1998.  SFAS No. 131 redefines how operating segments are
determined and requires disclosures of certain financial and descriptive
information about a company's operating  segments.  The adoption of SFAS No. 131
will result in the Company continuing to operating in one segment, the casual
dining restaurant segment.

FORWARD-LOOKING INFORMATION
    Certain statements in this Quarterly Report (which are summarized below) and
in the Company's press releases and oral statements made by or with the approval
of the Company's executive officers constitute or will constitute "forward-
looking statements."  All forward-looking statements involve risks and
uncertainties, and actual results may be materially different.  The following
factors are among those that could cause the Company's actual results to differ
materially from those set forth in such forward-looking statements.

    The ability of the Company to open new restaurants, and the allocation of
new restaurants among the Company's currently available and future  concepts,
depends on a number of factors, including its ability to find suitable locations
and negotiate acceptable leases and land purchases, its ability to attract and
retain a sufficient number of qualified restaurant managers, the comparative
potential return and risk associated with the particular restaurant concept, and
the availability of capital.  The proportion of new restaurants that will be
freestanding units, either owned or leased, rather than in-line mall locations
will depend upon the availability and cost of suitable mall locations. The costs
of restaurant development and conversion will depend upon the level of
contributions from landlords for leasehold improvements, the actual number of
freestanding sites utilized in such development and whether such sites involve
land purchases, the cost of building supplies and general construction risks and
costs.  The ultimate level of television advertising expenditures in 1998 will
be contingent upon the effectiveness of the commercials, the availability and
cost of advertising air time, and changes in the Company's marketing priorities.
The Company's ability to generate revenue as currently expected, unexpected
expenses and the need for additional funds to react to changes in the 
marketplace, including

                                       10

<PAGE>



unexpected increases in personnel costs and food supply costs, may impact
whether the Company has sufficient cash resources to fund its restaurant
development and conversion plans for 1998 and early 1999 and purchase
outstanding shares of the Company's stock.  The prospect of future restaurant
conversions is contingent upon the costs of the conversions, the financial
return anticipated with such conversion, and the availability of viable
alternative 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.
There is no certainty that currently available sources of cash will remain
available to the Company over time.

    Other factors that could cause actual results of the Company to differ
materially from those contained in any such forward-looking statements include
general economic conditions, the actions of existing and future competitors,
weather factors, the success of conversions, unforseen health and safety
developments regarding restaurant operations, and regulatory constraints.  The
Company assumes no obligation to publicly release the results of any revision or
updates to these forward-looking statements to reflect future events or
unanticipated occurrences.

PART II.
    OTHER INFORMATION

 Item 1.  Legal Proceedings
              IN RE BUFFETS, INC. SECURITIES LITIGATION,  United States District
          Court for the District of Minnesota, Master No. 3-94-1447. This action
          is a consolidation of four separate lawsuits.  The first lawsuit was
          commenced by ZSA Asset Allocation Fund and ZSA Equity Fund on or about
          November 7, 1994. Three other substantially similar actions were filed
          shortly thereafter by alleged shareholders Marc Kushner, Trustee for
          Service Lamp Corp. Profit Sharing Plan, Jerrine Fernandes, and John J.
          Nuttall.  By Pretrial Order No. 1, entered in early January 1995, the
          District Court ordered that the four lawsuits be consolidated into the
          single pending action and that plaintiffs serve and file a
          Consolidated Amended Class Action Complaint (the "Complaint"), which
          was served on or about January 31, 1995.  The Court ordered the
          dismissal of the Complaint upon motion by the defendants, but granted
          plaintiffs leave to replead.  Plaintiffs filed their Second Amended,
          Consolidated Class Action Complaint (the "Second Complaint") on
          December 11, 1995.  Defendants moved to dismiss the Second Complaint.
          On September 11, 1996, the District Court dismissed the

                                       11

<PAGE>



          Second Complaint without prejudice, with leave to plaintiffs to
          replead.  On November 8, 1996, plaintiffs filed their Third Amended,
          Consolidated Class Action Complaint (the "Third Complaint").
          Defendants moved to dismiss the Third Complaint. By Memorandum Opinion
          and Order filed on January 6, 1998, the District Court denied
          defendants' motion to dismiss the plaintiff's Corrected, Third
          Amended, Consolidated Class Action Compaint.

              The Third Complaint is against the Company and several of its
          current and former officers and directors.  In the Third  Complaint,
          plaintiffs seek to represent a putative class consisting of all
          persons and entities (excluding defendants and certain others) who
          purchased shares of the Company's Common Stock during the period
          commencing October 26, 1993 and ending October 25, 1994 (the "Class
          Period").  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.  The Third
          Complaint alleges that the defendants' conduct violated the Securities
          Exchange Act of 1934 and seeks compensatory damages in an unspecified
          amount, prejudgment interest, and an award of attorneys' fees, costs
          and expenses.

              Management of the Company believes that the action is without
          merit and intends to defend it  vigorously.  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 outcome should not have a
          material effect on the financial condition of the Company.

 Item 2.  Changes in Securities

          None

 Item 3.  Defaults upon Senior Securities

          None

                                       12

<PAGE>




 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)
          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.



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<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 4, 1998





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



                                /s/ Clark C. Grant
                                -----------------------------
                                Clark C. Grant
                                Senior Vice President of
                                Finance and Treasurer
                                (Principal Financial
                                Officer)










                                       14

<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


--------------------