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:    June 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)

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

4221 E.  Pontatoc Canyon Dr., Tucson, Arizona          85718
 (Address of principal executive offices)           (Zip Code)

Issuer's telephone number, including area code:     (520) 577-6611

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
August 15, 1997, there were approximately 390,367 shares
outstanding.


I.  PART I -  FINANCIAL INFORMATION

Item 1.  Financial Statements





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

                         BALANCE SHEETS
                           June 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, 390,367 shares
   issued and outstanding     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

                                    Six months ended June 30, 
                                           (Unaudited)
                                     1997                   1996

Revenues                      $      ----            $      ----

Expenses                            1,971                   ----
Net Gain (Loss)                    (1,971)           $      ----

Net Gain (Loss)
    per common share                *                   *

Weighted average shares:
390,367 - 1997; 12,010,000 - 1996

* - Less than $.01 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


                              Six Months Ended June 30
                                    (Unaudited)
                               1997                      1996

Cash Flows Provided (Used) by
    Operating activities:
       Net Loss (Gain)           $  ----                $   ----
      (Increase) in accounts
          payable                   ----                    ----
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 which had occurred on July 24,
1996, the Company had no operations during the first half of 1997
or during 1996.  The Company had no revenues or income in the first
half of 1997, or during 1996 or 1995 from any source whatsoever.

The Company's expenses during the first half 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, and all other liabilities, to the limited extent
that there were any, during the year and to the date of the
recision of the Famous Sam's acquisition on March 11, 1997, with
the exception of the legal fees of Mr. Pierce, were satisfied by
Famous Sam's.  The Company had no other source of liquidity during
the first quarter 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, 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.

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 18th day of August, 1997.

FAMOUS SAM'S GROUP, INC.
(Registrant)

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

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