SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:   September 30, 1997

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from   to

Commission file number: 0-24736

                    Famous Sam's Group, Inc.
(Exact name of small business issuer as specified in its charter)

      Nevada                                   88-0361701
(State or other jurisdiction of            (I.R.S. employer
incorporation or organization)          identification number)

1999 Broadway, Ste. 3235, Denver, Colorado         80202
  (Address of principal executive offices)       (Zip Code)

Issuer's telephone number, including area code:  (303) 292-2992

Indicate by check mark whether the issuer (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:  As of
October 13, 1997, there were approximately 390,367 shares
outstanding.

Item 1.  Financial Statements

                     FAMOUS SAM'S GROUP, INC.
                  (a development stage company)

                         BALANCE SHEETS

                          September 30, 1997   December 31, 1996
                              (unaudited)

ASSETS:

Current Assets              $    ---     $     ---
Other Assets                $    ---     $     ---

       Total Assets         $    ---     $     ---

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities
    Accounts payable        $ 75,920     $  47,083

Total Current Liabilities:  $ 75,920     $  47,083

Stockholders' Equity
 Common stock, $.001 par
   value, 12,010,000 shares
   issued and outstanding
   on December 31, 1997,
   and 390,367 shares
   issued and outstanding
   on September 30, 1997     3,868,809     3,868,809
Deficit accumulated during
   development stage        (3,944,729)   (3,915,892)

Total Liabilities and
   Stockholders' Equity
     (Deficit)              $   ---     $        ---


The accompanying notes form an integral part of these statements.


                  FAMOUS SAM'S GROUP, INC.
               (a development stage company)

                    STATEMENTS OF OPERATIONS

                    Nine months ended September 30,
                               (unaudited)

                              1997             1996

Revenues                   $   ---          $   ---
Expenses                    28,837              ---
Net Gain (Loss)            $(28,837)        $   ---
Net Gain (Loss) per
   common share             (.0738)               *

Weighted average shares     390,367         12,010,000

* - Less than $.001 per share.

The accompanying notes form an integral part of these statements.
                    FAMOUS SAM'S GROUP, INC.
                  (a development stage company)

                    STATEMENTS OF CASH FLOWS

                             Nine Months Ended September 30
                                      (Unaudited)
                                       1997        1996

Cash Flows Provided (Used) by
Operating activities:

  Net Loss (Gain)                    $ 28,837    $   ---
  (Increase) in accounts payable      (28,837)       ---
   Net cash flows provided (used)
     by operating activities         $   ---     $   ---

Cash Flows Provided by Investing
    Activities:                      $   ---     $   ---

Cash Flows Provided by Financing
    Activities:                      $   ---     $   ---

Increase (Decrease) in cash:         $   ---     $   ---

Cash at beginning of the period:     $   ---     $   ---
Cash at end of period:               $   ---      $   ---


The accompanying notes form an integral part of these statements.


                    FAMOUS SAM'S GROUP, INC.
                  (a development stage company)

                    Notes to Financial Statements
                            (Unaudited)

In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation
of the financial condition of registrant have been included, and
the disclosures are adequate to make the information presented not
misleading.

Note 1.  A summary of significant accounting policies is currently
on file with the U.S. Securities and Exchange Commission in
registrant's Form 10SB.

Note 2.  The loss per share was computed by dividing net loss by
the weighted average number of shares of common stock outstanding
during the period.

Note 3.  Registrant has not declared or paid dividends on its
common shares since inception.
Note 4.  The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and do
not include all information and footnotes required by generally
accepted accounting principles for complete financial statements.

Note 5.  Income taxes have not been provided for in that registrant
has not had a tax liability from inception to the date of these
notes.

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

Results of Operations:

The Company, previous to 1994, operated solely as a research and
development facility.  From October, 1993, until April 23, 1996,
the Company merely held a minority stake in a partnership, which
was transferred to a liquidating trust on this latter date. As a
result of the recision on March 11, 1997, of the acquisition of
Famous Sam's Franchise Corporation (Famous Sam's), which had
occurred on July 24, 1996, the Company had no operations during the
first nine months of 1997 or during 1996.  The Company had no
revenues or income in the first nine months of 1997, or during 1996
or 1995 from any source whatsoever.

The Company's expenses during the first nine months of 1997 and the
year ended December 31, 1996, as a result of the recision of the
Famous Sam's acquisition, and the year ended December 31, 1995,
were entirely administrative in nature.  No meaningful comparison
can be made between 1997 and 1996 since the Company had no
operations during this time and incurred only administrative
expenses.

Liquidity and Capital Resources:

The Company transferred all of its outstanding liabilities to trust
on April 23, 1996.  All liabilities incurred subsequent to April
23, 1996, and prior to March 11, 1997, were satisfied by Famous
Sam's, with the exception of the legal fees of Mr. Pierce.  The
Company had no other source of liquidity during the first half of
1997 or during 1996, other the largesse of Mr. Pierce in his
extension of credit prior to becoming affiliated with the Company. 
The Company had no source of liquidity during 1995, and, as a
result, became delinquent in payments to its creditors, one of whom
sued for payment and obtained a judgement.  In fulfillment of a
condition precedent to closing of the Famous Sam's acquisition,
management arranged for the advancement of sums to satisfy in full
these former obligations of the Company, as previously transferred
to the liquidating trust, and assigned in consideration its claims
in this regards against the trust.  The Company presently has no
source of liquidity.



                  PART II - OTHER INFORMATION

Item 1.  Litigation

No material legal proceedings to which the Company (or any officer
or director of the Company, or any affiliate or owner of record or
beneficially of more than five percent of the common stock of the
Company, to management's knowledge) is a party or to which the
property of the Company is subject is pending and no such material
proceeding is known by management of the Company to be
contemplated.

Item 2.  Change in Securities

This item is not applicable to the Company for the period covered
by this report.

Item 3.  Defaults Upon Senior Securities

This item is not applicable to the Company for the period covered
by this report.

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

There were no meetings of security holders during the period
covered by this report; thus, this item is not applicable.

Item 5.  Other Information

There is no additional information which the Company is electing to
report under this item at this time.

Item 6.  Exhibits and Reports on Form 8-K

None.

                         SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 this 13th day of October, 1997.

FAMOUS SAM'S GROUP, INC.
(Registrant)

By:  /s/ Mark S. Pierce
        Mark S. Pierce, Chief Executive 
        and Financial Officer


By:  /s/ Mark S. Pierce
        Director