======================================================================

                   SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                    ______________________________

                               FORM 10-K
 (Mark One)
      [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

            For the Fiscal Year Ended March 26, 2000

                                    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: 333-62615
                     ______________________________

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

        Delaware                                        13-4010466
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

   9304 Forest Lane, Suite 200
        Dallas, Texas                                  75243
 (Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code:  (214) 343-7800
                       ______________________________

       Securities registered pursuant to Section 12(b) of the Act:
                                 None

        Securities registered pursuant to Section 12(g) of the Act:
                                 None
                         ______________________________

    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 by check mark if disclosure of delinquent filers pursuant to Item
 405 of Regulation S-K is not contained herein, and will not be contained,
 to the best of registrant's knowledge, in definitive proxy statements
 incorporated by reference in Part III of this Form 10-K or any amendment
  to this Form 10-K. [  ]

   As of March 26, 2000, 100 shares of Common Stock, $.01 par value, were
outstanding and held by Roma Restaurant Holdings, Inc.

===========================================================================


                              ROMACORP, INC.
                       INDEX TO ANNUAL REPORT ON FORM 10-K

                     For the Fiscal Year Ended March 26, 2000

   PART I

   ITEM 1.    BUSINESS.....................................      2

   ITEM 2.    PROPERTIES.................................        6

   ITEM 3.    LEGAL PROCEEDINGS..........................        7

   ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
                SECURITY HOLDERS...........................      7

   PART II

   ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND
                RELATED STOCKHOLDER MATTERS.................     8

   ITEM 6.    SELECTED FINANCIAL DATA......................      8

   ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS..........    9

   ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK...........................    13

   ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....   14

   ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURES.........   14

   PART III

   ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE
               REGISTRANT..................................    15

   ITEM 11.   COMPENSATION OF EXECUTIVE OFFICERS............   16

   ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                OWNERS AND MANAGEMENT.......................   21

   ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED
                TRANSACTIONS.................................  21

   PART IV

   ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                REPORTS ON FORM 8-K..........................  22


      
<PAGE>
                              PART I


   ITEM 1.  BUSINESS

       Romacorp, Inc. (the "Company") is the operator and franchisor of the
   largest national, casual dining chain specializing in ribs with 228
   restaurants located in 29 states in the United States and in 20 foreign
   countries and territories. Founded in Miami in 1972, the Company's
   restaurants are primarily located in Florida, Texas and California. Both
   the Tony Roma's name and its "Famous for Ribs" and "Tony Roma's A Place
   for Ribs" slogans are well-recognized throughout the United States. The
   restaurants offer a full and varied menu, including ribs, chicken,
   steaks, seafood, salads and other menu items in a casual atmosphere that
   is suitable for the entire family. Since the inception of Tony Roma's,
   its baby-back ribs have won numerous consumer and industry awards in over
   25 markets. In addition to its award-winning ribs, the menu features its
   signature deep fried onion ring loaf. As of March 26, 2000, the Company
   operated 58 Company-owned and two joint-venture restaurants in 14 states
   and through its subsidiaries, franchised 97 restaurants in 20 states and
   71 restaurants in international locations.

      The Tony Roma's concept is designed to serve a demographically and
   geographically diverse customer base, with high quality food at moderate
   prices. Entrees typically range in price from $4.99 to $12.99 for lunch
   and $4.99 to $19.99 for dinner. Dessert selections range in price from
   $1.99 to $3.99. Tony Roma's restaurants are generally located in
   free-standing buildings with approximately 200 seats and separate bar areas.
   The restaurants have a fun, comfortable atmosphere with distinctive and
   varied decor and provide consumers with high quality, friendly service.
   The Tony Roma's concept is appropriate for a wide variety of casual
   dining occasions, including family dinners and business lunches.

      To assure consistent product quality and to obtain optimum pricing,
   purchases of food and restaurant equipment for the Tony Roma's
   restaurants are made through a centralized purchasing function in its
   corporate office in Dallas, Texas. The Company negotiates directly with
   meat processors for its rib inventory, which is principally maintained
   in various independent warehouses. Inventory is then shipped to
   restaurants via commercial distributors. Produce and dairy products are
   obtained locally. Food and equipment pricing information is also
   generally available to the Tony Roma's franchisee community.

      The Company is generally not dependent upon any one supplier for
   availability of its products; its food and other products are generally
   available from a number of acceptable sources. The Company has a policy
   of maintaining alternate suppliers for most of its baseline products. The
   Company does not manufacture any products or act as a middleman.

      The Company utilizes local advertising for individual restaurants and
   broadcast advertising where market penetration is efficient, as well as
   public relations activities aimed at individual restaurants and entire
   markets.  The Company's advertising campaigns emphasize freshness,
   quality food, good service and value. During the fiscal year ended March
   26, 2000 ("fiscal 2000") the Company's expenditures for advertising were
   3.4% of Company-owned restaurant revenues.

      The Company (then Romacorp) was acquired in June 1993 by NPC
   International, Inc. ("NPC"). On April 24, 1998, a recapitalization
   agreement (the "Recapitalization") effective June 28, 1998 was executed
   pursuant to which the former Romacorp, Inc. was renamed Roma Restaurant
   Holdings, Inc. ("Holdings") and the assets, liabilities and operations
   of Holdings were contributed to its newly-created, wholly-owned
   subsidiary, Romacorp, Inc. ("Romacorp"). In the Recapitalization that was
   executed by Holdings, NPC and Sentinel Capital Partners, L.P.
   ("Sentinel"), Holdings redeemed stock held by NPC and NPC forgave and
   contributed to the capital of the Company a payable to NPC in the amount
   of $33,731,000. After the Recapitalization, NPC held 20% and Sentinel,
   through certain affiliates, held 80% of the equity of Holdings. In
   conjunction with this transaction, $75,000,000 of 12% Senior Notes were
   issued by the Company. The Company paid Holdings a dividend of
   $75,351,000 consisting primarily of the proceeds from the 12% Senior
   Notes, which was used by Holdings, along with Sentinel's equity
   contribution, to effect the Recapitalization. This transaction was
   accounted for as a leveraged recapitalization with the assets and
   liabilities of the Company retaining their historical value.

   Management Changes

      In June 2000, the Company announced the departure of Robert B. Page
   as President and Chief Executive Officer.  Other management changes that
   occurred during June 2000 included the departures of Jeff Waldrop, Vice
   President of Operations; Scott Knode, Vice President of Real Estate and
   Development; and Ron Long, Vice President of Purchasing. The Company is
   actively recruiting to fill the President, Vice President of Operations
   and Vice President of Purchasing positions at the date of this filing.
   During the interim period, Richard A. Peabody, Vice President, Finance
   and Chief Financial Officer has been named President (Acting).

   Franchised Restaurants

      Although the first Tony Roma's opened in 1972, franchising wasn't a
   key element of Tony Roma's growth strategy until 1984. At March 26, 2000,
   the Company had 50 franchisees operating 168 units worldwide. The largest
   franchise holder operates a chain of 21 Tony Roma's restaurants. Although
   there are some individual unit franchisees, the Company seeks to attract
   franchisees who can develop several restaurants.

      New domestic franchisees pay an initial franchise fee of $50,000 and
   a continuing royalty of 4% of gross sales.  In addition, franchisees are
   required to contribute 0.5% of gross sales to a joint marketing account
   and may be required to participate in local market advertising
   cooperatives. All potential franchisees must meet certain operational and
   financial criteria.

      In return for the domestic franchisee's initial fee and royalties, the
   Company provides a variety of services, including: (1) real estate
   services, site selection criteria and review/advice on construction cost
   and administration; (2) pre-opening and opening assistance, which include
   an on-site training team to assist in recruitment, training,
   organization, inventory planning and quality control; (3) centralized and
   system-wide purchasing opportunities; (4) in-store management training
   programs, advertising and marketing programs; and (5) various
   administrative and training programs developed by the Company.

      International franchisees receive a modified version of the services
   described above. Currently, international franchises require a fee of
   $30,000 per unit and royalty rate of 3% of gross sales. However, costs
   associated with visits to international locations by Company personnel
   are borne by the international franchisee. International franchise
   holders also contribute 0.25% to a joint marketing account.

   Competition

      The restaurant industry is highly competitive with respect to price,
   value, service, location and food quality.  Tony Roma's has developed
   brand identity within the casual theme segment and is the only national
   chain to focus on ribs. On a local and regional basis, the Company
   competes with smaller chains, which also specialize in ribs, and with
   larger concepts that include ribs as a menu item.

   Employees

      As of March 26, 2000, the Company employed approximately 3,600
   persons, including full-time and part-time personnel, of whom
   approximately 3,530 were restaurant employees and 70 were restaurant
   supervision and corporate employees. Company restaurants employ an
   average of approximately 60 full-time or part-time employees. None of the
   Company's employees are covered by collective bargaining agreements, and
   the Company has never experienced a major work stoppage, strike, or labor
   dispute. The Company considers its employee relations to be good.

   Trade Names, Trademarks and Service Marks

      The trade name "Tony Roma's" and all other trademarks, service marks,
   symbols, slogans, emblems, logos, and designs used in the Tony Roma's
   restaurant system are of material importance to its business. The
   domestic trademark and franchise rights are owned by Roma Dining LP, an
   affiliate of Romacorp, Inc., and international trademarks and franchise
   rights are owned by Roma Systems, Inc., a wholly owned subsidiary of
   Romacorp, Inc. A subsidiary, Roma Franchise Corporation, through a
   license with Roma Dining LP, offers and services franchises in the United
   States and Roma Systems, Inc. offers services and franchises
   internationally. The use of these trademarks and franchise rights are
   licensed to franchisees under franchise agreements for use with respect
   to the operation and promotion of their Tony Roma's restaurants.


    The location of the Company-owned and franchised restaurants as of March
    26, 2000 is as follows:

   State                          Company-Owned   Joint Venture   Franchised
   ----------                     -------------   -------------   ----------
   Alabama.........................        4          0               0
   Alaska............................      0          0               1
   Arizona..........................       0          0               6
   Arkansas.......................         1          0               0
   California......................        4          1              32
   Colorado........................        0          0               5
   Florida.......................         21          0               2
   Georgia..........................       1          0               0
   Hawaii..........................        0          0               4
   Indiana........................         0          0               1
   Kentucky........................        0          0               2
   Louisiana.......................        1          0               0
   Maine.........................          0          0               1
   Maryland.........................       1          0               0
   Minnesota......................         0          0               2
   Missouri........................        1          0               0
   Nebraska......................          0          0               1
   Nevada...........................       3          0               3
   New York........................        0          0               1
   North Carolina...................       2          0               0
   Ohio..........................          0          0               4
   Oklahoma........................        2          0               0
   Oregon.......................           0          0               3
   South Carolina..................        1          0               2
   Tennessee.......................        3          0               0
   Texas.......................           13          1               4
   Utah.........................           0          0               7
   Washington.....................         0          0              13
   Wisconsin..................             0          0               3
                                       -------     ------        ------
        Total U.S...............          58          2              97
                                       ======      ======        ======

   Foreign Country/Territory                                  Franchised
   ---------------------------                                ----------
   Aruba........................                                     1
   Canada.......................                                    14
   China.....................................                        1
   El Salvador...............................                        1
   Germany..................................                         1
   Guam..................................                            2
   Hong Kong..................................                       3
   Indonesia.................................                        2
   Japan.................................                            9
   Korea.................................                            4
   Mexico................................                           12
   Peru..................................                            2
   Phillippines...............................                       1
   Puerto Rico................................                       3
   Saipan...............................                             1
   Singapore.............................                            2
   Spain..........................                                   9
   Taiwan........................                                    1
   Thailand...............................                           1
   Venezuela...............................                          1
                                                                 -------
             Total International.........                           71
                                                                 =======


   Seasonality
      Tony Roma's restaurant sales are traditionally higher from January to
   March due to an increase in vacation and part-time residence activity in
   warm weather climates and resort locations where a significant
   number of the Company's restaurants are located.

   Government Regulation

      All of the Company's operations are subject to various federal, state
   and local laws that affect its business, including laws and regulations
   relating to health, sanitation, alcoholic beverage control and safety
   standards. To date, federal and state environmental regulations have not
   had a material effect on the Company's operations, but more stringent and
   varied requirements of local governmental bodies with respect to zoning,
   building codes, land use and environmental factors have in the past
   increased, and can be expected in the future to increase, the cost of,
   and the time required for, opening new restaurants. Difficulties or
   failures in obtaining required licenses or approvals could delay or
   prohibit the opening of new restaurants. In some instances, the Company
   may have to obtain zoning variances and land use permits for its new
   restaurants. The Company believes it is operating in compliance with all
   material laws and regulations governing its operations.

      The Company is also subject to the Fair Labor Standards Act, which
   governs such matters as minimum wages, overtime and other working
   conditions. A substantial majority of the Company's food service
   personnel are paid at rates related to the minimum wage and other
   employment laws and regulations. Accordingly, increases in the minimum
   wage result in higher labor costs.

      In recent years many states have enacted laws regulating franchise
   operations. Much of this legislation requires detailed disclosure in the
   offer and sale of franchises and the registration of the franchisor with
   state administrative agencies. The Company is also subject to Federal
   Trade Commission regulations relating to disclosure requirements in the
   sale of franchises. Additionally, certain states have enacted, and others
   may enact, legislation governing the termination and non-renewal of
   franchises and other aspects of the franchise relationship that are
   intended to protect franchisees. These matters may result in some
   modifications in the Company's franchising activities and some delays or
   failures in enforcing certain of its rights and remedies under license
   and lease agreements. The laws that apply to franchise operations and
   relationships are developing rapidly and the Company is unable to predict
   the effect on its intended operations of additional requirements or
   restrictions that may be enacted or promulgated or of court decisions
   that may be adverse to franchisors.

   Cautionary Factors That May Affect Future Results, Financial Condition
   or Business

      In order to take advantage of the safe harbor provisions for
   forward-looking statements adopted by the Private Securities Litigation
   Reform Act of 1995, the Company is hereby identifying important risks,
   uncertainties and other factors that could affect the Company's actual
   results of operations, financial condition or business and could cause
   the Company's actual results of operations, financial condition or
   business to differ materially (1) from its historical results of
   operations, financial condition or business or (2) the results of
   operation, financial condition or business contemplated by forward-
   looking statements made in this Annual Report on Form 10-K or elsewhere
   orally or in writing by, or on behalf of, the Company. Except for the
   historical information contained in this Annual Report on Form 10-K, the
   statements made in this Annual Report on Form 10-K are forward-looking
   statements that involve such risks, uncertainties and other factors that
   could cause or contribute to such differences including, but not limited
   to, those described below.

       Consumer Demand and Market Acceptance.  Food service businesses are
   often affected by changes in consumer tastes, national, regional and
   local economic conditions and demographic trends. The performance of
   individual restaurants may be adversely affected by factors such as
   traffic patterns, demographic considerations and the type, number and
   location of competing restaurants. Multi-unit food service chains such
   as the Company's can also be materially and adversely affected by
   publicity resulting from food quality, illness, injury and other health
   concerns or operating issues stemming from the activities of one
   restaurant or a limited number of restaurants, including restaurants
   operated by the franchisor or another franchisee.

       Training and Retention of Skilled Management and Other Restaurant
   Personnel.  The Company's success depends substantially upon its ability
   to recruit, train and retain skilled management and other restaurant
   personnel.  There can be no assurance that labor shortages, economic
   conditions or other factors will not adversely affect the ability of the
   Company to satisfy its requirements in this area.

      Ability to Locate and Secure Acceptable Restaurant Sites. The success
   of restaurants is significantly influenced by location. There can be no
   assurance that current locations will continue to be attractive or that
   additional locations can be located and procured as demographic patterns
   change. It is possible that the current locations or economic conditions
   where restaurants are located could decline in the future, resulting in
   potentially reduced sales in those locations. There is also no assurance
   that further sites will produce the same results as past sites.

       Competition.  The Company's future performance will be subject to a
   number of factors that affect the restaurant industry generally,
   including competition. The restaurant business is highly competitive and
   the competition can be expected to increase. Price, restaurant location,
   food quality, quality and speed of service and attractiveness of
   facilities are important aspects of competition as are the effectiveness
   of marketing and advertising programs. The competitive environment is
   also often affected by factors beyond the Company's or a particular
   restaurant's control.  The Company's restaurants compete with a wide
   variety of restaurants ranging from national and regional restaurant
   chains, some of which have substantially greater financial resources than
   the Company, to locally owned restaurants. There is also active
   competition for advantageous commercial real estate sites suitable for
   restaurants.

       Unforeseeable Events and Conditions. Unforeseeable events and
   conditions, many of which are outside the control of the Company, can
   affect consumer patterns in the restaurant industry. These events
   include, among others, weather patterns, severe storms and power outages
   and natural disasters. Specific examples include, but are not limited to,
   the Company's concentration of Tony Roma's operations and franchisees in
   Florida, California and Texas, all of which are areas that have
   historically suffered from severe weather and natural disasters. There
   can be no assurance that the Company's operations will not be adversely
   affected by such events in the future.

       Commodities Costs, Labor Shortages and Costs and Other Risks.  The
   Company's dependence on frequent deliveries of fresh produce and
   groceries subjects it to the risk that shortages or interruptions in
   supply, caused by adverse weather or other conditions, could adversely
   affect the availability, quality and costs of ingredients used in the
   Company's restaurants. Specifically, certain ingredients such as baby-
   back ribs and chicken constitute a large percentage of the total cost of
   the Company's food products. Unforeseeable increases in the cost of these
   specific ingredients could significantly increase the Company's cost of
   sales and correspondingly decrease the Company's operating income.  In
   addition, unfavorable trends or developments concerning factors such as
   inflation, increased food, labor and employee benefit costs (including
   increases in hourly wage and minimum unemployment tax rates), regional
   weather conditions, interest rates and the availability of experienced
   management and hourly employees may also adversely affect the food
   service industry in general and the Company's results of operations and
   financial condition in particular.


   ITEM 2.   PROPERTIES

       Romacorp, Inc. selects all company-operated restaurant sites, and has
   the right to approve all franchised restaurant locations.  Sites are
   selected using a screening model to analyze locations with an emphasis
   on projected financial return, demographics (such as population density,
   age and income distribution), analysis of restaurant competition in the
   area, and an analysis of the site characteristics, including
   accessibility, traffic counts, and visibility.

      The current costs of constructing, equipping, and opening a new
   freestanding restaurant range from $1,625,000 to $2,985,000, including
   approximately $680,000 to $1,250,000 for land, approximately $495,000 to
   $1,100,000 for sitework, construction, and landscaping, and approximately
   $450,000 to $635,000 for furniture and opening costs. The cost of
   developing new Company restaurants will vary, primarily because of
   varying costs of land, sitework, signage and labor.

      Units that are constructed within existing structures or mall areas are
   typically less costly. The Company has developed standardized restaurant
   designs using a freestanding building to be situated on a 1-1/2 acre
   site.  The design is continually revised and refined.

        The 58 Company-owned Tony Roma's restaurants at March 26, 2000 are
   owned and leased as follows:


         Leased from unrelated parties                  27
         Land and building owned                        21
         Building owned by the Company and land leased  10
                                                       ---
                                                        58
                                                       ===

      Some of the Company's leases contain percentage rent clauses,
   typically 5% to 6% of gross sales, against which the minimum rent is
   applied, and most are net leases under which the Company pays taxes,
   maintenance, insurance, repairs and utility costs.


   ITEM 3.   LEGAL PROCEEDINGS

      The Company and its subsidiaries are engaged in ordinary and routine
   litigation incidental to its business, but management does not anticipate
   that any amounts that the Company may be required to pay by reason of
   such litigation, net of insurance reimbursements, will have a materially
   adverse effect on the Company's financial position.


   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      There were no matters submitted to a vote of the Company's sole
   security holder, Roma Restaurant Holdings, Inc., during the fourth
   quarter of the fiscal year ended March 26, 2000.


      
<PAGE>
                          PART II


   ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS

      There is no established public trading market for the Company's common
   stock.


   ITEM 6.   SELECTED FINANCIAL DATA

      The following table should be read in conjunction with "Management's
   Discussion and Analysis of Financial Condition and Results of Operations"
   and the audited consolidated financial statements and the notes related
   thereto of the Company included elsewhere in this report.


                                        Fiscal Year Ended
                           March 26, March 28, March 29, March 23,  March 24,
                              2000     1999      1998      1997       1996
                           -------   -------    -------   -------    -------
                                      (Dollars in thousands)
   Income Statement Data:
    Revenues
     Net restaurant sales    $109,952   $93,213  $86,408  $68,778  $51,499
     Net franchise revenues     9,145     8,723    8,482    8,526    7,570
                             --------    ------  -------  -------  -------
        Total revenues       $119,097  $101,936  $94,890  $77,304  $59,069

     Depreciation and
       amortization            $6,652    $6,670   $7,197   $5,425   $3,993
     Asset impairment and other
      loss provisions......     1,486         -        -        -    3,500
     Operating income......     9,088    10,467    8,883    7,001    2,029
     Net interest expense....   9,741     8,147    2,412    1,550      876
     Income tax expense
        (benefit)                (179)      925    2,315    2,017      545
     Income (loss) before
      cumulative effect of a change
      in accounting principle and
      extraordinary item....     (333)    1,661    4,165    3,476      351
     Cumulative effect of a change
      in accounting principle,
       net of tax..............  (513)        -        -        -        -
     Extraordinary gain on early
      retirement of debt, net of
       tax................        592         -        -        -        -
     Net income (loss)....      $(254)   $1,661   $4,165   $3,476     $351
   Other Financial Data:
   Cash flows provided by (used in):
     Operating activities...  $11,513    $9,844   $9,874   $9,416   $5,355
     Investing activities...   (9,258)   (9,524) (10,686) (24,758) (16,491)
     Financing activities...   (2,216)     (320)     812   15,342   10,909
   Balance Sheet Data:
     Facilities and equipment,
       net                    $60,704   $57,046  $52,600  $46,516  $25,755
     Total assets...........   83,711    84,317   74,747   68,724   50,104
     Total borrowings and
     payables to affiliate (1) 77,242    80,290   35,717   34,611   19,574
     Shareholder's equity
     (deficit) (2).........    (8,938)   (8,667)  31,292   27,127   23,651
      Other Data:
     EBITDA (3).............. $17,367   $17,403  $16,089  $12,468   $9,265
     EBITDA Margin (3)(4)....   14.6%     17.1%    17.0%    16.1%    15.7%

   -------------------
   (1)  Includes current portion of long-term borrowings.
   (2)  See "Item I Business" for a description of the Recapitalization
        which was effective June 28, 1998.
   (3)  As used herein, "EBITDA" represents net income before the
        cumulative effect of a change in accounting principle and
        extraordinary item plus: (1) net interest; (2) income taxes; (3)
        depreciation and amortization including amortization of start-up
        costs; (4) loss provisions; and (5) impairments of long-lived
        assets. The Company has included information concerning EBITDA in
        this Form 10-K because it believes that such information is used by
        certain investors as one measure of an issuer's historical ability
        to service debt. EBITDA is not a measure determined in accordance
        with Generally Accepted Accounting Principles and should not be
        considered as an alternative to, or more meaningful than, earnings
        from operations or other traditional indications of an issuer's
        operating performance. EBITDA as presented may not be comparable to
        EBITDA or other similarly titled measures defined and presented by
        other companies.
   (4)  EBITDA margin represents EBITDA divided by total revenues.


   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

   Results of Operations

      The following table sets forth the Company's historical consolidated
   revenues for fiscal 2000, 1999 and 1998:

                                                    Fiscal Year
                                              2000     1999      1998
                                             ------   ------    ------
   Revenues                                    (Dollars in millions)
     Net restaurant sales...........        $110.0      $93.2    $86.4
     Net franchise revenues........            9.1        8.7      8.5
                                            ------     ------    -----
       Total revenues................       $119.1     $101.9    $94.9
                                            ======     ======    =====


      The following table sets forth certain consolidated historical
   financial data for the Company expressed as a percentage of net
   restaurant sales for fiscal 2000, 1999 and 1998:

                                                     Fiscal Year
                                              2000      1999       1998
                                             ------    ------     ------
   Net restaurant sales..                    100.0%    100.0%     100.0%
   Cost of sales.....................         32.0%     33.7%      33.6%
   Direct labor............                   31.3%     30.9%      30.9%
   Other (1)...................               24.0%     23.4%      24.3%
       Total restaurant expenses......        87.3%     88.0%      88.8%
                                             ------    ------     ------
   Income from Company-owned restaurant
    operations................                12.7%     12.0%      11.2%
                                             ======     =====     ======
   -----------------
   (1)  Other operating expenses include rent, depreciation and
        amortization, advertising, utilities, supplies, and insurance among
        other costs directly associated with operation of restaurant
        facilities.

        The following table sets forth the Company's system-wide number of
   restaurants and restaurant sales for fiscal 2000, 1999 and 1998:

                                                      Fiscal Year
                                               2000       1999     1998
                                              -----      -----    -----
   Restaurants open (at end of fiscal year):
   Company-operated................             58         50       45
   Joint venture.......................          2          2        2
   Franchise...........................        168        159      147
                                             -----       ----    -----
      Total.........................           228        211      194
                                             =====       ====    =====

   System-wide restaurant sales: (Dollars in millions)
   Company-operated restaurant sales.......  $110.0      $93.2   $86.4
   Joint venture restaurant sales..........     3.3        3.3     3.3
   Franchise restaurant sales............     288.1      261.9   261.2
                                             ------     ------  ------
       Total..............................   $401.4     $358.4  $350.9
                                             ======     ======  ======


 Fiscal 2000 Compared to Fiscal 1999

      Net restaurant sales. Net restaurant sales for the fifty-two weeks
   ended March 26, 2000 increased $16.7 million, or 18.0%, to $110.0 million
   from $93.2 million for the fifty-two weeks ended March 28, 1999. This
   increase was due primarily to the addition of eight restaurants during
   fiscal 2000 and the full year effect of six restaurants opened during
   fiscal 1999.  In addition, comparable store sales increased 1.7% in
   fiscal 2000 for restaurants opened for more than 18 months.

      Net franchise revenues. Net franchise revenues for fiscal 2000
   increased $422,000 to $9.1 million due primarily to an increase in
   royalty income resulting from a net increase of nine franchised units
   during the year and a 1.5% comparable store sales increase. The revenue
   increase was partially offset by an increase in franchise support
   services.

      Cost of sales. Cost of sales decreased to 32.0% of net restaurant
   sales in fiscal 2000 compared with 33.7% in fiscal 1999 due primarily to
   lower average rib costs per pound.

      Direct labor. Direct labor costs, which include restaurant employees
   salaries, wages, benefits, bonuses and related taxes increased to 31.3%
   of net restaurant sales in fiscal 2000 compared with 30.9% in fiscal 1999
   due primarily to increased costs for hourly employees.

      Other. Other operating expenses increased to 24.0% of net restaurant
   sales in fiscal 2000 compared with 23.4% in fiscal 1999 due primarily to
   increases in advertising and rent expenses. The increase in rent expense
   is due primarily to the impact of six sale-leaseback transactions that
   were completed in fiscal 1999 and fiscal 2000.

      General and administrative expenses. General and administrative
   expenses increased $3.1 million in fiscal 2000 due in part to the full
   year impact of additional staffing and related expenses that resulted
   from the Recapitalization in fiscal 1999. The Company also experienced
   increases in management training and field supervisory expense.  The
   effect of expensing pre-opening costs as incurred in fiscal 2000 rather
   than amortizing such costs over 12 months in fiscal 1999 was $930,000 of
   additional expense in fiscal 2000.

      Asset impairments and other loss provisions.  The Company recorded a
   charge of $464,000 to reduce the asset carrying value of one under-
   performing store and recorded an additional $100,000 of expense related
   to the planned closure of that unit. The Company also recorded an expense
   of $922,000 to reduce the book value of its investment in two joint
   ventures and to reserve for the related receivables from the joint
   ventures.

      Interest expense. Interest expense increased $1.6 million due to the
   full year impact of the Senior Notes that were issued in June 1998 in
   conjunction with the Recapitalization.

       Miscellaneous.  Miscellaneous income decreased to $141,000 in fiscal
   2000 from $266,000 in fiscal 1999 due primarily to the inclusion of
   $169,000 of business interruption insurance proceeds in fiscal 1999
   related to a restaurant destroyed by fire in fiscal 1998.

        Tax provision.  The Company's tax provision for fiscal 2000 resulted
   in an effective tax rate of 35%. See Note 7 of the Notes to Consolidated
   Financial Statements for a further discussion of the effective tax rate.

        Cumulative effect of a change in accounting principle.  Effective
   March 29, 1999, the Company adopted Statement of Position 98-5,
   "Accounting for Costs of Start-up Activities" ("SOP 98-5"), which
   requires the Company to expense pre-opening costs as incurred rather than
   the previous policy of amortizing those costs over a 12-month period, and
   to report the initial adoption as a cumulative effect of a change in
   accounting principle. Accordingly, $513,000 in pre-opening costs net of
   taxes were recorded during the first quarter of the fiscal year ended
   March 26, 2000 as a change in accounting principle.

         Extraordinary gain on early retirement of debt. During the fourth
   quarter of fiscal 2000, the Company repurchased Senior Notes with a face
   value of $6 million at a discount resulting in an after-tax gain of
   $592,000.

   Fiscal 1999 Compared to Fiscal 1998

         Net restaurant sales. Net restaurant sales for fiscal 1999 increased
   $6.8 million, or 7.9%, to $93.2 million from $86.4 million in fiscal
   1998. This increase was due primarily to the addition of six restaurants
   and an increase in comparable sales growth of 1.8% for restaurants open
   for more than 18 months, partly offset by one less week of sales in
   fiscal 1999 versus fiscal 1998. In addition, menu prices were increased
   in November 1999 by a weighted average of 6%.

        Net franchise revenues. Net franchise revenues for fiscal 1999
   increased $241,000 to $8.7 million due to a decrease in bad debt expense
   and an increase in net franchise fees.  These increases were partly
   offset by a decrease in royalty income, resulting from one less week of
   operations in fiscal 1999 versus fiscal 1998.  Comparable store sales
   were down 4.4%, primarily a result of the devaluation of Asian currency.

        Cost of sales. Cost of sales as a percentage of net restaurant sales
   remained basically unchanged at 33.7% versus 33.6% a year ago with
   average rib costs per pound over the year being relatively flat compared
   to the prior year.

        Direct labor. Direct labor as a percentage of net restaurant sales
   remained unchanged at 30.9%.

        Other. Other operating expenses for fiscal 1999 decreased to 23.4%
   from 24.3% primarily due to a decrease in rent and advertising expenses,
   partly offset by an increase in depreciation expense resulting from the
   addition of new restaurants. Rent expense declined as a percentage of
   sales due to an increase in the number of owned restaurants versus leased
   restaurants.

        General and administrative expenses. General and administrative
   expenses increased $151,000 to $9.4 million primarily due to increased
   corporate staff, which was necessary under the new ownership, increased
   professional fees and the addition of the management fee related to the
   Recapitalization. These increases were offset by a decrease in pre-
   opening costs resulting from fewer openings in fiscal 1999 than in 1998.
   Pre-opening costs were amortized over a 12-month period following a
   restaurant opening.

        Interest expense. Interest expense increased $5.7 million due to
   interest from the $75 million Senior Notes issued June 1998 in the
   Recapitalization.

       Miscellaneous. Miscellaneous income for fiscal 1999 includes $169,000
   for business interruption insurance proceeds related to a restaurant
   destroyed by fire in the prior year.

        Tax provision. The Company's tax provision for fiscal 1999 resulted
   in an effective tax rate of 35.8%, which is consistent with the prior
   year rate of 35.7%. See Note 7 of the Notes to Consolidated Financial
   Statements for a further discussion of the effective tax rate.

   Liquidity and Capital Resources

      The Company has a working capital deficit of $9.2 million at March 26,
   2000, which is common in the restaurant industry, as restaurant companies
   do not typically require a significant investment in accounts receivable
   or inventory. The working capital deficit increased from $4.4 million at
   March 28, 1999 due to the usage of ribs in storage, write-offs of
   pre-opening costs related to the adoption of SOP 98-5 and increases in
   accounts payable and accrued liabilities.

      Concurrently with the consummation of the Recapitalization and the
   issuance of $75 million in Senior Notes, the Company entered into a
   Revolving Credit Facility. This five-year facility initially provided for
   borrowings in an aggregate principal amount of up to $15 million with
   interest, at the Company's option, of prime rate or up to six-month LIBOR
   plus 2.25%. A commitment fee of .375% is payable monthly on any unused
   commitments. During the fourth quarter of fiscal 2000, the Company
   utilized $4.8 million of the facility to repurchase $6 million of the
   Company's Senior Notes. As of March 26, 2000, $8.2 million was
   outstanding under the facility.

      In April 2000, the Company executed the First Amendment to Credit
   Agreement (the "Amended Credit Agreement") which modified the terms of
   the Revolving Credit Facility. The Amended Credit Agreement provides for
   borrowings in an aggregate principal amount of up to $25 million until
   April 2001; $24 million until April 2002; $22.5 million until April 2003;
   and $20.5 million until June 2003 at which time the maximum borrowing is
   reduced to $5.5 million. The terms of the Amended Credit Agreement
   provide for interest rates ranging from the prime rate to prime plus 1.0%
   or the six-month LIBOR plus 2.25% to LIBOR plus 3.25%. The Company
   expects to pay the maximum interest rate during the first year of the
   Amended Credit Agreement. Subsequent to executing the Amended Credit
   Agreement, the Company utilized $9.6 million to repurchase Senior Notes
   with a face value of $12.0 million.

      In September 1998, the Company obtained a commitment from a financial
   group to purchase, at the Company's option, eleven restaurants at a price
   not to exceed $1.75 million each or $19 million in the aggregate and to
   subsequently enter into a leaseback agreement with the Company as lessee.
   The lease agreement provides for an initial minimum annual rent of 10%
   of the purchase price, which will increase 6% on the third anniversary
   of the lease and an additional 6% every three years thereafter. The lease
   term will be for 15 years with two five-year renewal options. The minimum
   annual rent for the renewal option periods will be set at fair market
   value. This commitment originally was to expire on June 30, 2000 but has
   been extended for a time sufficient to complete transactions related to
   three additional properties. During fiscal 1999, $5.4 million of
   sale-leaseback transactions were completed. During fiscal 2000, an additional
   $5.9 million of sale-leaseback transactions were completed resulting in
   total deferred gain under the arrangement of $717,000. This deferred gain
   is reflected on the Consolidated Balance Sheets and will be recognized
   over the 15-year initial term of the new leases.

      The Company believes cash flow generated from operations and working
   capital are principal indicators of its liquidity condition. The
   Company's principal sources of liquidity on both a long-term and
   short-term basis are cash flow generated from operations, the Revolving
   Credit  Facility and the commitment from a financial group to purchase and
   leaseback eleven restaurant properties.

      Net cash provided by operating activities was $11.5 million in fiscal
   2000 compared to $9.8 million in fiscal 1999. During fiscal 2000,
   inventories decreased by $2.0 million reflecting the usage of ribs in
   storage that were purchased during the prior year, while accounts payable
   increased by $1.4 million due primarily to the increased number of units.
   During fiscal 2000, a note from a franchisee with a remaining principal
   balance of $674,000 was collected. Net cash provided by operating
   activities during fiscal 1999 was $9.8 million compared to $9.9 million
   during fiscal 1998.

      The Company utilized $9.3 million to fund investing activities during
   fiscal 2000. Capital expenditures were $15.1 million during fiscal 2000
   and were funded primarily through cash flow from operations and $5.9
   million of net proceeds from the sale of assets related to the
   sale-leaseback transactions. The Company opened eight new units and completed
   one major rebuild during fiscal 2000. Approximately $14.7 million of the
   capital expenditures were for the construction of new or rebuilt units.
   The Company's net cash flows used in investing activities during fiscal
   1999 was $9.5 million with capital expenditures of $15.1 million offset
   by sale-leaseback proceeds of $5.5 million.

      Financing activities for fiscal 2000 included the utilization of $4.8
   million of the Revolving Credit Facility to repurchase $6.0 million of
   Senior Notes. Excluding this repurchase of Senior Notes, the Company had
   reduced its outstanding debt under the facility by $1.9 million during
   fiscal 2000.

   Rib Pricing

      Baby-back ribs represent approximately 25% of the Company's cost of
   sales. Because ribs are a by-product of pork processing, their price is
   influenced largely by the demand for boneless pork. Historically, the
   cost of baby-back ribs has been volatile. Significant changes in the
   prices of ribs could significantly increase the Company's cost of sales
   and adversely effect the business, results of operations and financial
   condition of the Company. The Company has historically maintained an
   inventory of ribs in storage to minimize the risk of these price
   fluctuations and potential shortages. As of March 26, 2000, the Company
   had significantly depleted its inventory of ribs in storage, thereby
   increasing its exposure to rising costs due to required purchases on the
   open market. During fiscal 2001, it is projected that the average price
   of ribs will be 20%-25% higher than prices experienced during fiscal
   2000.

   Effects of Inflation

      Inflationary factors such as increases in food and labor costs
   directly affect the Company's operations. Because many of the Company's
   restaurant employees are paid on an hourly basis, changes in rates
   related to federal and state minimum wage and tip credit laws will effect
   the Company's labor costs. The Company cannot always effect immediate
   price increases to offset higher costs and no assurance can be given that
   the Company will be able to do so in the future.

   Year 2000 Issue

      In conjunction with the Recapitalization, the Company entered into a
   Transition Financial and Accounting Services Agreement (the "Transition
   Services Agreement") with its former parent, NPC International, Inc.
   (NPC) pursuant to which NPC provides accounting services, payroll
   services and the use of NPC's proprietary point-of-sale system. During
   1999, management reviewed NPC's plans for Year 2000 compliance and
   verified that NPC had completed all modifications and testing, including
   the point-of-sale system. The Company has experienced no Year 2000
   related disruptions. Since the majority of the testing and verification
   was performed by NPC, the Company incurred minimal cost related to the
   Year 2000 compliance effort.

   Forward-Looking Comments

      The statements under "Management's Discussion and Analysis of
   Financial Condition and Results of Operations" and other statements that
   are not historical facts contained in this Annual Report on Form 10-K are
   forward-looking statements that involve estimates, risks and
   uncertainties, including but not limited to: consumer demand and market
   acceptance risk; the level of and the effectiveness of marketing
   campaigns by the Company; training and retention of skilled management
   and other restaurant personnel; the Company's ability to locate and
   secure acceptable restaurant sites; the effect of economic conditions,
   including interest rate fluctuations; the impact of competing restaurants
   and concepts; new product introductions, product mix and pricing; the
   cost of commodities and other food products; labor shortages and costs
   and other risks detailed in this Annual Report on Form 10-K.

   Recent Accounting Pronouncements

      In June 1998, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"),
   "Accounting for Derivative Instruments and Hedging Activities." "SFAS No.
   133 establishes accounting and reporting standards for derivative
   instruments and hedging activities. In June 1999, the FASB issued
   Statement of Financial Accounting Standards No. 137 ("SFAS No. 137"),
   "Accounting for Derivative Instruments and Hedging Activities - Deferral
   of the Effective Date of FASB Statement No. 133," which defers the
   effective date of SFAS No. 133 until the Company's first quarter
   financial statements in fiscal 2002. The Company is currently not
   involved in derivative instruments or hedging activities, and therefore,
   will measure the impact of this statement as it becomes necessary.

   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      The Company is exposed to market risk from changes in interest rates
   on debt and changes in commodity prices, particularly baby-back rib
   prices.

      The Company's exposure to interest rate risk relates to the variable
   rate revolving credit loan that is benchmarked to United States and
   European short-term interest rates. The Company does not use derivative
   financial instruments to manage overall borrowing costs or reduce
   exposure to adverse fluctuations in interest rates. The impact on the
   Company's results of operations of a one point interest rate change on
   the outstanding balance of the variable rate debt as of March 26, 2000
   would be immaterial.

      Baby-back ribs represent approximately 25% of the Company's cost of
   sales. Because ribs are a by-product of pork processing, their price is
   influenced largely by the demand for boneless pork. Historically, the
   cost of baby-back ribs has been volatile. Significant changes in the
   prices of ribs could significantly increase the Company's cost of sales
   and adversely effect the business, results of operations and financial
   condition of the Company. The Company actively manages its rib costs
   through supply commitments in advance of a specific need. However, the
   arrangements are terminable at will at the option of either party without
   prior notice. Therefore, there can be no assurance that any of the supply
   commitments will not be terminated in the future. As a result, the
   Company is subject to the risk of substantial and sudden price increases,
   shortages or interruptions in supply of such items, which could have a
   material adverse effect on the business, financial condition and results
   of operations of the Company.

      The Company purchases certain other commodities used in food
   preparation. These commodities are generally purchased based upon market
   prices established with vendors. These purchase arrangements may contain
   contractual features that limit the price paid by establishing certain
   price floors or caps. The Company does not use financial instruments to
   hedge commodity prices because these purchase arrangements help control
   the ultimate cost paid and any commodity price aberrations are generally
   short term in nature.

      This market risk discussion contains forward-looking statements.
   Actual results may differ materially from this discussion based upon
   general market conditions and changes in domestic and global financial
   markets.


   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The financial statements are included under Item 14 of this Annual
    Report.


   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURES

      The Company had no disagreements on accounting or financial matters
   with its independent accountants to report under this Item 9.

      
<PAGE>
                          PART III

   ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The following table sets forth the names and ages of the directors and
   executive officers of the Company.  Executive officers serve at the
   pleasure of the Board of Directors.

     Name                          Age   Position
     ----------------------        ---   -------------------------------
     David S. Lobel . . . . . . .  47    Chairman of the Board of Directors
     Eric D. Bommer . . . . . . .  31    Director
     Philip Friedman. . .  . . . . 53    Director
     John F. McCormack. . .. . . . 41    Director
     Michael J. Myers . . .. . . . 58    Director
     Jeffrey H. Hunter. . .. . . . 37    Vice President, Marketing
     Richard A. Peabody . .. . . . 39    President (Acting) and Chief
                                          Financial Officer
     David G. Short . . . . . . .  61    Vice President, Legal, Secretary
                                         and General Counsel

      David S. Lobel serves as a director of the Company and Roma Restaurant
   Holdings, Inc. ("Holdings"). Mr. Lobel founded Sentinel Capital Partners,
   L.P. ("Sentinel") in 1995 and presently serves as Managing Partner. From
   1981 to 1995, Mr. Lobel was employed by First Century Partners, a venture
   capital affiliate of Salomon Smith Barney, and served as a general
   partner of funds managed by First Century from 1983 to 1995. Mr. Lobel
   serves on the boards of various private companies.

      Eric D. Bommer serves as a director of the Company and Holdings. Mr.
   Bommer joined Sentinel in March 1997 and serves as a Principal of the
   firm. Prior to joining Sentinel, he was an associate at Gefinor
   Acquisition Partners, L.P., a private equity investment partnership, from
   June 1995 to March 1997. From 1993 to 1995, he worked in the Investment
   Banking Division of CS First Boston. From 1992 to 1993, Mr. Bommer worked
   at LaSalle Partners. Mr. Bommer serves on the boards of various private
   companies.

      Philip Friedman serves as a director of the Company and Holdings. Mr.
   Friedman is President of McAlister's Corporation, operator and franchisor
   of the McAlister's Deli restaurant chain. From June 1996 to January 1998,
   Mr. Friedman was President of Panda Management Company, Inc., a developer
   and operator of 300 quick-service chinese restaurants. In addition, from
   June 1986 to the present, Mr. Friedman has been president of P. Friedman
   and Associates, Inc., a restaurant consulting firm.  Mr. Friedman serves
   as a director of Paramark, Inc., Roadhouse Grill, Inc. and Eateries, Inc.

      John F. McCormack serves as a director of the Company and Holdings.
   Mr. McCormack co-founded Sentinel in 1995 and presently serves as Senior
   Partner. From 1990 to 1995, Mr. McCormack served as Vice President at
   First Century Partners, a venture capital affiliate of Salomon Smith
   Barney. From 1983 to 1990, Mr. McCormack was employed by Coopers &
   Lybrand, most recently as a Manager. Mr. McCormack serves on the boards
   of various private companies.

      Michael J. Myers serves as a director of the Company and Holdings. Mr.
   Myers is the President of First Century Partners, a venture capital
   affiliate of Salomon Smith Barney, and has been a Senior Advisory Partner
   to Sentinel since 1995. Mr. Myers co-founded First Century Partners in
   1972 and has served as its President since 1976. Mr. Myers is a director
   of Office Depot and various private companies.

      Jeffrey H. Hunter has been Vice President of Marketing since August
   1998. Mr. Hunter served as Executive Director of Marketing for the
   Captain D's division of Shoney's, Inc. from February 1992 to February
   1998.

      Richard A. Peabody was appointed President (Acting) in June 2000 and
   has been Vice President, Finance and Chief Financial Officer since
   January 2000. Mr. Peabody served as Senior Vice President and Chief
   Financial Officer of Checkers Drive-in Restaurants, Inc. and Rally's
   Hamburgers, Inc. from April 1999 to December 1999 and as Vice President
   and Chief Financial Officer of Checkers from January 1998 to April 1999.
   From December 1996 to December 1997, Mr. Peabody was Chief Administrative
   Officer of Taco Bueno Restaurants, Inc. For more than eight years prior
   to his employment with Taco Bueno Restaurants, Inc., Mr. Peabody held
   various positions with Black-eyed Pea Management Corp.

      David G. Short has been Vice President-Legal, General Counsel and
   Secretary since September 1990. From 1986 to 1990, Mr. Short was Vice
   President, Legal and General Counsel of TGI Friday's, Inc.  Mr. Short
   also served as Vice President of NPC International, Inc. and certain of
   its affiliates until the Recapitalization.


   ITEM 11. COMPENSATION OF EXECUTIVE OFFICERS

      The following summarizes, for each of the three fiscal years ended
   March 26, 2000, March 28, 1999, and March 29, 1998, the compensation
   awarded to, earned by, or paid to each of the persons who qualified as
   a "named executive officer" under item 402(b) of Regulation S-K.

                      Summary Compensation Table

                                                          Long Term
                                                         Compensation
                             Annual Compensation            Awards
                     ----------------------------------   ------------
                                                  Other    Securities
                                                  Annual   Underlying   All
  Name and             Fiscal                 Compensation Options     Other
  Principal Position   Year   Salary     Bonus     (1)      (#)2)   Compensation
  -----------------   -----   -------   -------   -------  -------  ---------
  Robert B. Page (3)   2000   $205,846   $63,365  $4,704      8.8      $ -
  Chief Executive      1999    194,231    38,472   4,668        -        -
  Officer              1998    160,000    23,207   9,760        -        -

  Jeff Waldrop (4)     2000   $156,231   $18,990  $4,704      3.3      $ -
   Vice President,     1999     75,962         -   2,367        -        -
   Operations

  Scott A. Knode (5)   2000   $147,789   $20,428  $4,704      3.3      $ -
   Vice President,     1999     69,712         -   2,315        -        -
   Real Estate
   and Development


  David G. Short       2000   $144,583   $34,482  $8,504      3.3      $ -
   Vice President,     1999    138,998         -   5,052        -        -
   Legal, Secretary    1998    132,500         -   9,147        -        -
   and General Counsel


  Jeffrey H. Hunter    2000   $122,769   $17,308  $4,668      3.3      $ -
   Vice President,     1999     69,231         -   2,721        -        -
   Marketing

   ------------------
   (1)  Includes profit sharing contributions, 401(k) plan matching
        contributions, car allowance and insurance.
   (2)  The options listed were granted pursuant to a non-qualified stock
        option plan of Holdings. Holdings holds 100% of the outstanding
        shares of the Company and issued the options on May 12, 1999.
   (3)  Robert B. Page served as President from  June 1994 to June 2000 at
        which time his employment with the Company ended. He also served as
        Chief Executive Officer of the Company and as a director of the
        Company and Holdings.
   (4)  Jeff Waldrop served as Vice President of Operations from August
        1998 to June 2000 at which time his employment with the Company ended.
   (5)  Scott A. Knode served as Vice President of Real Estate and
        Development from September 1998 to June 2000 at which time his
        employment with the Company ended.

   Employment Agreements

       In connection with the Recapitalization, the Company entered into
   an employment agreement with Mr. Page. The agreement provides for: (1)
   a three year employment term with an initial base of $200,000 per year
   and a bonus, based upon EBITDA objectives, up to 50% of base
   compensation; (2) severance benefits and noncompetition, nonsolicitation
   and confidentiality agreements in certain situations; and (3) the grant
   of certain stock options in Holdings; and (4) other terms and conditions
   of Mr. Page's employment. Mr. Page's base compensation is reviewed
   annually.

      In January 2000, the Company entered into a letter of agreement with
   Richard A. Peabody that provides he is entitled to a severance payment
   of up to 12 months of his base salary in the event his position is
   eliminated due to a change of control of the Company. The payments will
   cease at such time as Mr. Peabody obtains employment elsewhere with a
   comparable salary and responsibilities to his current position.

   Option Grants in Last Fiscal Year

      The following tables set forth information regarding options of
   Holdings granted to the named executive officers during fiscal 2000.

                               Individual Grants
                  -----------------------------------------       Potential
                                                                 Realizable
                                                                   Value at
                          % of Total                        Assumed Annual
               Number of     Options                         Rates of Stock
              Securities   Granted to   Exercise          Price Appreciation
              Underlying    Employees    or Base                  for Option
                 Options      in         Price    Expiration       Term (1)
  Name           Granted  Fiscal Year  ($/Share)    Date     5% ($)   10%($)
  -----------   ---------  ----------  --------- ---------  -------  ------
  Robert B. Page
    (2)....        8.8     21.6%      $12,500    5/12/09   $69,178  $175,312
  Jeff Waldrop
    (2)......      3.3      8.1%      $12,500    5/12/09   $25,942   $65,742
  Scott A. Knode
    (2)......      3.3      8.1%      $12,500    5/12/09   $25,942   $65,742
  David G. Short   3.3      8.1%      $12,500    5/12/09   $25,942   $65,742
  Jeffrey H.
     Hunter...     3.3      8.1%      $12,500    5/12/09   $25,942   $65,742

   -------------------
   (1) Calculated over a ten-year period, representing the terms of the
       options. These are assumed rates of appreciation and are not
       intended to forecast future appreciation of Holdings common stock.
   (2) The employment by the Company of Robert B. Page, Jeff Waldrop and
       Scott A. Knode ended in June 2000. In accordance with the terms of
       the stock option plan, options are exercisable within 30 days of
       the employee's termination date at which time the option expires.



   Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
   Option Values

       Set forth below is information with respect to options exercised by
   the named executive officers during fiscal 2000 and the number and value
   of unexercised stock options held by such named executive officers at the
   end of the fiscal year.

                                                                  Value of
                                                               Unexercised
                                               Number of       In-the-Money
                                         Unexercised Options        Options
                                              at FY-End(#)  at FY-End($)(1)
                                             -------------   --------------
               Shares Acquired    Value       Exercisable/     Exercisable/
   Name         on Exercise(#)   Realized($)  Unexercisable    Unexercisable
   ----------    ------------   -----------   ------------    -------------
   Robert B. Page
    (2)...........    -0-          -0-            3.0/5.8         -0-/-0-
   Jeff Waldrop
    (2)............   -0-          -0-            1.1/2.2         -0-/-0-
   Scott A. Knode
    (2)..........     -0-          -0-            1.1/2.2         -0-/-0-
   David G. Short...  -0-          -0-            1.1/2.2         -0-/-0-
   Jeffrey H. Hunter  -0-          -0-            1.1/2.2         -0-/-0-

   --------------------------
   (1) The common stock of Holdings is not traded on a public market. This
       value of unexercised options is based on internal estimates.
   (2) The employment by the Company of Robert B. Page, Jeff Waldrop and
       Scott A. Knode ended in June 2000.

   Compensation of Directors

      The Company reimburses directors for out-of-pocket expenses incurred
   by them in connection with services provided in such capacity.  Mr. Myers
   receives a quarterly payment of $7,500. Mr. Friedman receives a quarterly
   payment of $3,500 and a payment of $1,000 per Board of Directors meeting.
   In addition, on May 12, 1999, Mr. Friedman was awarded a stock option
   grant to purchase .88 shares of Holdings common stock at $12,500 per
   share, which option vests 25% a year over four years.

   Compensation Committee Interlocks and Insider Participation

      No member of the Compensation Committee is or has been an officer
   or employee of the Company or any of its subsidiaries or had any
   relationship requiring disclosure pursuant to Item 404 of Regulation S-K.
   In fiscal 2000, no executive officer of the Company served as a director
   of another entity, one of whose executive officers served on the
   Compensation Committee or on the Company's Board of Directors. The
   Company's Board of Directors, including members of the Compensation
   Committee, also comprise the Board of Directors for Holdings, which owns
   100% of the outstanding common stock of the Company.

      The Company reimbursed Sentinel for all out-of-pocket expenses
   incurred in connection with the Recapitalization. In addition, pursuant
   to a management agreement, Sentinel receives a management fee equal to
   $300,000 per year for the first two years of the term of the management
   agreement and $500,000 per year thereafter, and will be reimbursed for
   certain out-of-pocket expenses incurred in connection with Sentinel's
   services provided to the Company.

   Report of the Compensation and Benefits Committee

      The Compensation Committee of the Board of Directors, comprised of
   the undersigned non-employee directors of the Company, has the
   responsibility for determining compensation plans for all executive
   officers. Any recommendations are submitted to the full Board of
   Directors for approval.

      The Compensation Committee has adopted a policy that the Company's
   executive compensation plan should have three principal components:

        -     Competitive base salaries. In order to attract and retain
              high-quality management, the Company should offer appropriate
              salaries commensurate with the skills and experience of the
              individual. The Compensation Committee considers
              recommendations by the Chief Executive Officer in determining
              other executive base salaries,
              as well as information on industry practice.

       -      A short-term bonus plan. To encourage and reward near-term
              improvements in the Company's performance, the Compensation
              Committee determined to offer an annual bonus plan based on
              EBITDA objectives.  "EBITDA"represents net income before the
              cumulative effect of a change in accounting principle and
              extraordinary item plus: (1) net interest; (2) income taxes; (3)
              depreciation and amortization including amortization of start-up
              costs; (4) loss provisions; and (5) impairments of long-lived
              assets. The Compensation Committee believes EBITDA is an important
              measure in determining the value of a privately-held company.
              Provision also has been made for discretionary bonuses in certain
              situations.

        -     A long-term incentive plan. The Compensation Committee determined
              to establish a long-term incentive plan to accomplish the
              following objectives:

                -  reward sustained performance;
                -  balance short-term and long-term focus;
                -  attract and retain qualified management;
                -  build executive equity ownership;
                -  align executive and ownership interest; and
                -  minimize adverse financial statement impact of awards.

       To these ends, the Compensation Committee determined that stock option
   awards to purchase common stock of Holdings are effective in
   accomplishing the desired objectives.

       The Compensation Committee is responsible for reviewing and recommending
   base salary changes for executive officers.  Effective with the
   completion of the Recapitalization, Mr. Page was appointed Chief
   Executive Officer, and a compensation package was determined based upon
   industry averages, the size of the Company and Mr. Page's industry
   experience. Compensation for other executive officers was determined by
   considering market data for each officer's position, level of
   responsibility, experience and past performance, as applicable.

      The executive short-term bonus plan for fiscal 2000 was based upon an
   EBITDA target which, when met, would pay a pre-determined bonus to each
   executive officer.

      The Compensation Committee also recommends awards under Holdings non-
   qualified stock option plan.  On May 12, 1999, stock option grants
   totaling 40.7 shares were made to the Chief Executive Officer, the named
   executive officers and certain other key employees. During the year,
   options to purchase 3.3 shares lapsed. Options to purchase 5.5 shares
   were granted to the new Chief Financial Officer and another key employee
   on May 8, 2000. Each of these grants reflect an exercise price of $12,500
   per share, which was determined to be the fair market value at the date
   of grant as required by the stock option plan.

      Federal income tax legislation has limited the deductibility of
   certain compensation paid to the Chief Executive Officer and covered
   employees to the extent the compensation exceeds $1,000,000.
   Performance-based compensation and certain other compensation, as
   defined, is not subject to the deduction limitation of this regulation.
   It is not currently anticipated that any covered employee would earn
   annual compensation in excess of the $1,000,000 limit under existing or
   proposed compensation plans. The Company continually reviews its
   compensation plans to minimize or avoid potential adverse effects of this
   legislation. The Compensation Committee will consider recommending such
   steps as may be required to qualify annual and long-term incentive
   compensation for deductibility if that appears appropriate at some time
   in the future.


                      Members of the Compensation and Benefits Committee



                                     David S. Lobel, Chairman

                                     Michael J. Myers








   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth certain information as to the number
   of shares of common stock of the Company beneficially owned by the sole
   shareholder.


                                         Number        Percent
   Name                                  of shares     of class
   ---------------------------           ---------     --------
   Roma Restaurant Holdings, Inc. (1)       100          100%

   ----------------------
   (1)  As of March 26, 2000, the outstanding stock of Roma Restaurant
        Holdings, Inc. was owned 22.2% by Sentinel Capital Partners, 37.0%
        by Sentinel Capital Partners II, 19.8% by NPC International, Inc.
        and the remaining 13.8% by unrelated third parties. The address of
        Sentinel Capital Partners and Sentinel Capital Partners II is  777
        Third Avenue, 32nd Floor, New York, New York 10017 and the address
        of NPC International, Inc. is 14400 College Blvd., Lenexa, Kansas
        66762.


   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Transitional Financial and Accounting Services Agreement

        In June 1998, the Company entered into the Transitional Financial
   and Accounting Services Agreement (the "Transition Services Agreement")
   whereby NPC  continued to provide administrative services to the Company
   for an initial fee of $16,000 per week for a period of up to one year.
   Services provided include accounting services, payroll services and use
   of NPC's proprietary point-of-sale ("POS") system. As part of the
   Transition Services Agreement, the Company was granted a perpetual
   license to use the POS system. Effective March 29, 1999, the Company
   amended the contract whereby services will continue through July 2001
   with a weekly base service fee of $14,300 during fiscal 2000, $15,000
   during fiscal 2001, and $15,750 during fiscal 2002. In addition to the
   base fee, an incremental weekly fee shall be paid for each restaurant
   opened on or after March 29, 1999 in the amount of $160 for fiscal 2000,
   $170 for fiscal 2001 and $180 for fiscal 2002. Pursuant to the Transition
   Services Agreement, the Company paid NPC $777,000 and $564,000 during
   fiscal 2000 and fiscal 1999, respectively. Management expects to extend
   the Transition Services Agreement under terms and costs similar to these
   currently in place.

   Payment of Certain Fees and Expenses

       The Company reimbursed Sentinel for all out-of-pocket expenses
   incurred in connection with the Recapitalization. In addition, pursuant
   to a management agreement, Sentinel receives a management fee equal to
   $300,000 per year for the first two years of the term of the management
   agreement and $500,000 per year thereafter, and will be reimbursed for
   certain out-of-pocket expenses. The Company paid Sentinel $313,000 and
   $231,000 during fiscal 2000 and fiscal 1999, respectively.



                                 PART IV


   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

    The following documents are filed as part of this report:

    (1)   Financial Statements:

          The response to this portion of Item 14 is submitted as a
          separate section of this report.  See Index to Financial
          Statements at page F-1.

    (2)   Financial Statement Schedules:

          All schedules have been omitted as the required information is
          inapplicable or the information is presented in the financial
          statements or related notes.

    (3)   Exhibits:

          The exhibits listed on the accompanying index to exhibits at
          page 24 are filed as part of this Annual Report on Form 10-K.

    (4)   Reports on Form 8-K:

          No reports on Form 8-K were filed during the quarter ended March
          26, 2000.








                                 SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
   Exchange Act of 1934, the undersigned Registrant has duly caused this
   report to be signed on its behalf by the undersigned, thereunto duly
   authorized in the City of Dallas, the State of Texas, on June 23, 2000.


                                         By:   /s/Richard A. Peabody
                                               -------------------------
                                         Name: Richard A. Peabody
                                        Title: President (Acting) and Chief
                                                 Financial Officer

       Pursuant to the requirements of the Securities Exchange Act of 1934,
   this report has been signed by the following persons on behalf of the
   Registrant and in the capacities and on the dates indicated.


   Signature               Title                           Date
   -----------------       ------------------------        ----------

   /s/David S. Lobel       Chairman of the Board of        June 23, 2000
   ------------------        Directors
   David S. Lobel

   /s/Richard A. Peabody   President (Acting) and Chief    June 23, 2000
   ----------------------    Financial Officer
   Richard A. Peabody       (principal financial officer
                               and accounting officer)

   /s/Eric D. Bommer       Director                        June 23, 2000
   ---------------------
   Eric D. Bommer

   /s/Philip Friedman      Director                        June 23, 2000
   ---------------------
   Philip Friedman

   /s/John J. McCormack    Director                        June 23, 2000
   ---------------------
   John J. McCormack

   /s/Michael J. Myers     Director                        June 23, 2000
   ---------------------
   Michael J. Myers



      
<PAGE>
                       EXHIBITS INDEX

   Exhibit
   Number      Description
    2.1    Recapitalization Agreement dated April 24, 1998 by and
           among the Company, NPC International, Inc., NPC Restaurant
           Holdings, Inc. and Sentinel Capital Partners, L.P. (1)
    2.2    Assignment Agreement dated July 1, 1998 by and among
           Sentinel, Sentinel Capital Partners II, L.P. ("Sentinel
           II"), Omega Partners, L.P. ("Omega"), Provident Financial
           Group, Inc. ("Provident"), Travelers Casualty and Surety
           Company ("Travelers I"), The Travelers Insurance Company
           ("Travelers II"), The Travelers Life and Annuity Company
           ("Travelers III") and the Phoenix Insurance Company
           ("Phoenix", and together with Sentinel II, Omega,
           Provident, Travelers I, Travelers II, and Travelers III,
           the "Assignees")  (1)
    3.1    Certificate of Incorporation of the Company (1)
    3.2    By-laws of the Company (1).
   10.1    Indenture dated as of July 1, 1998 between the Company, the
           Guarantors named therein
           and United States Trust Company of New York (1)
   10.2    Purchase Agreement dated as of June 26, 1998 among the
           Company, Salomon Brothers Inc.
           and Schroder & Co. Inc.  (1).
   10.3    Registration Rights Agreement dated as of July 1, 1998
           among the Company, the Guarantors
           named therein, Salomon Brothers, Inc. and Schroder & Co.
           Inc. (1)
   10.4    Stockholders Agreement dated as of July 1, 1998 by and
           among the Company, the Assignees and Holdings (1)
   10.5    Registration Rights Agreement dated July 1, 1998 by and
           among the Company, NPC Restaurant Holdings, Inc., Sentinel
           Capital Partners L.P., Sentinel Capital Partners II, L.P.,
           Omega Partners, L.P., Provident Financial Group, Inc.,
           Travelers Casualty and Surety Company, Travelers Insurance
           Company, The Travelers Life and Casualty and The Phoenix
           Insurance Company (1)
   10.6    Transitional Financial and Accounting Services Agreement
           dated as of July 1, 1998 by and among NPC Management, Inc.
           and the Company (1)
   10.7    Management Services Agreement dated as of July 1, 1998 by
           and among the Company and Sentinel (1)
   10.8    Credit Agreement dated as of July 1, 1998 by and among the
           Company, Roma Systems, Inc., Roma Franchise Corporation,
           Roma Holdings, Inc., Roma Dining LP, The Provident Bank
           and various lenders described therein (1)
   10.9    Management Agreement dated as of July 1, 1998 by and among
           the Company and Robert B. Page (2)
  10.9a    Amended and Restated Accounting and Management Information
           Services Agreement dated  January 20, 1999 (2)
 *10.10    Amended Management Agreement dated as of May 12, 1999 by
           and among the Company and Robert B. Page (2)
  10.12    Letter of commitment dated September 4, 1998 to the Company
           from CAPTEC Financial Group, Inc (2).
 *10.13    Letter of employment and agreement dated as of January 3,
           2000 by and among the Company and Richard A. Peabody (3)
  10.14    First Amendment to Credit Agreement dated April 11, 2000 by
           and among the Company,Roma Systems, Inc., Roma Franchise
           Corporation, Roma Holdings, Inc., Roma Dining LP, The
           Provident Bank and various lenders described therein (3)
   21.1    Subsidiaries of the Issuer (3)
   27.1    Financial Data Schedule
   ----------------------
   (1)   Filed as an exhibit to the Company's Form S-4, and incorporated
         herein by reference.
   (2)   Filed as an exhibit to the Company's Form 10-K Annual Report
         for the fiscal year ended March 28, 1999 and incorporated
         herein by reference.
   (3)   Filed herewith.
   (*)   Management contract or compensation plan or arrangement.





              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                          Pages

   Report of Independent Auditors                          F-2

   Consolidated Balance Sheets -  Assets
   As of March 26, 2000 and March 28, 1999                 F-3

   Consolidated Balance Sheets -  Liabilities and
    Stockholder's Equity (Deficit)
   As of March 26, 2000 and March 28, 1999                 F-4

   Consolidated Statements of Operations
       For the fiscal years ended March 26, 2000,
        March 28, 1999 and March 29, 1998                  F-5

   Consolidated Statements of Changes in Stockholder's
   Equity (Deficit)
        For the fiscal years ended March 26, 2000,
        March 28, 1999 and March 29, 1998                  F-6

   Consolidated Statements of Cash Flows
        For the fiscal years ended March 26, 2000,
        March 28, 1999 and March 29, 1998                  F-7

   Notes to Consolidated Financial Statements              F-8






                        REPORT OF INDEPENDENT AUDITORS



   The Board of Directors
   Romacorp, Inc. and Subsidiaries

      We have audited the accompanying consolidated balance sheets of
   Romacorp, Inc. and Subsidiaries (the Company) as of March 26, 2000, and
   March 28, 1999 and the related consolidated statements of operations,
   changes in stockholder's equity (deficit), and cash flows for each of the
   three fiscal years in the period ended March 26, 2000. These financial
   statements are the responsibility of the Company's management. Our
   responsibility is to express an opinion on these financial statements
   based on our audits.

      We conducted our audits in accordance with auditing standards
   generally accepted in the United States. Those standards require that we
   plan and perform the audit to obtain reasonable assurance about whether
   the financial statements are free of material misstatement. An audit
   includes examining, on a test basis, evidence supporting the amounts and
   disclosures in the financial statements. An audit also includes assessing
   the accounting principles used and significant estimates made by
   management, as well as evaluating the overall financial statement
   presentation. We believe that our audits provide a reasonable basis for
   our opinion.

      In our opinion, the financial statements referred to above present
   fairly, in all material respects, the consolidated financial position of
   Romacorp, Inc. and Subsidiaries at March 26, 2000, and March 28, 1999 and
   the consolidated results of their operations and their cash flows for
   each of the three fiscal years in the period ended March 26, 2000, in
   conformity with accounting principles generally accepted in the United
   States.



                                                    Ernst & Young LLP


   Kansas City, Missouri
   April 27, 2000




                         ROMACORP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              (Dollars in Thousands)
                                      ASSETS



                                                  March 26,    March 28,
                                                    2000         1999
                                                  --------     --------
   Current Assets:
      Cash and cash equivalents.................  $    39      $     -
      Accounts receivable, net..............        2,062        1,637
      Inventories of food and supplies..........    1,083        3,051
      Deferred income tax asset..................     755          217
      Prepaid expenses.....................         1,138        1,059
      Preopening costs..........................        -          777
      Other current assets......................       26           14
                                                  -------      -------
           Total current assets............         5,103        6,755

   Facilities and equipment,net................    60,704       57,046
   Notes receivable, net........................        -          719
   Goodwill, net of accumulated amortization
    of $5,918 and $5,184, respectively.....        13,059       13,792
   Deferred income tax asset.................       2,141        1,642
   Other assets..........................             245        1,074
   Debt issuance costs, net of accumulated
     amortization of $452 and $337,
      respectively...................               2,459        3,289
                                                  -------      -------
         Total assets.......................      $83,711      $84,317
                                                  =======     ========





      The accompanying notes are an integral part of these consolidated
      financial statements



                      ROMACORP, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS   (Continued)
                           (Dollars in Thousands)
                    LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)



                                                 March 26,      March 28,
                                                    2000         1999
                                                 ---------     --------
   Current Liabilities:
       Accounts payable.......................   $ 4,291       $ 2,933
       Accrued interest.........................   2,134         2,291
       Current portion of store closure reserve.     100           100
       Checks written in excess of cash..........      -           296
       Other accrued liabilities.................  7,425         5,565
       Accrued income taxes....................      381             -
                                                  ------        ------
            Total current liabilities.......      14,331        11,185

   Senior notes................................   69,000        75,000
   Long-term debt.............................     8,242         5,290
   Store closure reserve......................       391           309
   Deferred gain on sale of assets..............     685             -
   Long-term insurance reserves.................       -         1,200
                                                  ------        ------
            Total liabilities.............        92,649        92,984
                                                  ------        ------
   Stockholder's Equity (Deficit):
   Common stock, $.01 par value; 2,000 shares
     authorized; 100 shares issued
     and outstanding......................             -             -
   Paid-in capital..........................      66,469        66,469
   Retained earnings (deficit):
       Dividends to Holdings...................  (75,368)      (75,351)
       Other..............................           (39)          215
                                                  ------        ------
         Total........................           (75,407)      (75,136)
            Total stockholder's equity
             (deficit).......................     (8,938)       (8,667)
                                                 -------       -------
       Total liabilities and stockholder's
         equity (deficit).....................   $83,711       $84,317
                                                 =======       =======



      The accompanying notes are an integral part of these consolidated
      financial statements

                   ROMACORP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                          (Dollars in Thousands)


                                          For the Fiscal Year Ended
                                      March 26,    March 28,      March 29,
                                         2000         1999            1998
                                      ---------      --------    --------

   Net restaurant sales...........     $109,952      $ 93,213     $ 86,408
   Net franchise revenues......           9,145         8,723        8,482
                                        -------       -------      -------
        Total revenues.......           119,097       101,936       94,890

   Cost of sales...........              35,222        31,399       29,011
   Direct labor..............            34,422        28,836       26,694
   Other.....................            26,375        21,819       21,038
   General and administrative expenses   12,504         9,415        9,264
   Impairment of long-lived assets....      464             -            -
   Other loss provisions..............    1,022             -            -
                                        -------       -------      -------
        Total operating expenses....    110,009        91,469       86,007
                                        -------       -------      -------

   Operating income.................      9,088        10,467        8,883
   Other income (expense):
      Interest expense...............    (9,741)       (8,147)      (2,412)
      Miscellaneous..................       141           266            9
        Income (loss) before income taxes,
         cumulative effect of a change in
         accounting principle and
         extraordinary item............    (512)        2,586        6,480
   Provision (benefit) for income taxes:
      Current..................             594           778        3,138
      Deferred..................           (773)          147         (823)
                                        -------       -------      -------
                                           (179)          925        2,315
                                         -------      -------      -------
   Income (loss) before cumulative effect of
     a change in  accounting principle and
     extraordinary item.................   (333)        1,661        4,165
   Cumulative effect of a change in accounting
     principle, net of tax.........        (513)            -            -
   Extraordinary gain on early retirement
     of debt, net of tax...........         592             -            -
                                        -------       -------      -------
   Net income (loss)............         $ (254)      $ 1,661      $ 4,165
                                        =======       =======      =======

      The accompanying notes are an integral part of these consolidated
      financial statements


                        ROMACORP, INC. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
                            (Dollars in Thousands)


                                                 Additional
                                  Common Stock    Paid-In   Retained
                                Shares   Amount   Capital   Earnings   Total
                                -------  -------  -------   --------   -----
 Balances at March 23, 1997       100      $ -   $17,444     $9,683   $27,127
 Net income....................     -        -         -      4,165     4,165
                                 -----    ------ -------    -------   -------
 Balance at March 28, 1998...     100        -    17,444     13,848    31,292
 Net income from March 29, 1998
  to June 28, 1998.............     -        -         -      1,446     1,446
 Payable to affiliate contributed
    to capital.............         -        -    33,731          -    33,731
                                ------   ------  -------    -------   -------
 Balance at June 28, 1998         100     $  -   $51,175    $15,294   $66,469
                                ======   ======  =======    =======   =======
 Contribution of Holdings net assets
   to Romacorp, Inc. (Note 1)     100     $  -   $66,469    $     -   $66,469
 Dividend to Holdings.......        -        -         -    (75,351)  (75,351)
 Net income from June 29, 1998 to
   March 28, 1999...........        -        -         -        215       215
                                ------   ------  -------    -------   -------
  Balance at March 28, 1999....   100        -    66,469    (75,136)   (8,667)
 Dividend to Holdings........       -        -         -        (17)      (17)
 Net loss.................          -        -         -       (254)     (254)
                               ------    ------   ------    -------   --------
 Balance at March 26, 2000        100     $  -   $66,469   $(75,407)  $(8,938)
                               ======    ======  =======   =========  ========




      The accompanying notes are an integral part of these consolidated
      financial statements

                         ROMACORP INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollars in Thousands)

                                               For the Fiscal Year Ended
                                            March 26,   March 28,   March 29,
                                               2000       1999        1998
                                            -------      -------    -------
   Operating Activities:
   Net income (loss)....................      $(254)     $1,661     $4,165
   Adjustments to reconcile net income
    (loss) to net cash flows
    provided by operating activities:
      Depreciation and amortization..         6,652       5,750      5,260
      Amortization of pre-opening costs           -         920      1,937
      Amortization of debt issuance costs       452         337          -
     Deferred income taxes............         (773)        147       (823)
      Cumulative effect of a change in
       accounting principle, net of tax..       513           -          -
      Impairment of long-lived assets....       464           -          -
      Loss provisions...................      1,022           -          -
      Deferred gain on sale of assets.....      (32)          -          -
      Loss on disposal of assets........         20           -          -
      Gain on repurchase of Senior Notes..     (592)          -          -
    Change in assets and liabilities:
      Accounts receivable, net..........       (425)       (286)       122
      Notes receivable, net............         719          38         57
      Inventories of food and supplies...     1,968      (1,542)      (848)
      Preopening costs.................           -      (1,231)    (1,169)
      Other current assets...........           (91)       (468)       (71)
      Accounts payable..............          1,358       1,839        239
      Accrued interest.............            (157)      2,263        (18)
      Other accrued liabilities.....            642         868      1,023
      Income taxes payable.......                62           -          -
      Other................                     (35)       (452)         -
                                            -------      -------    -------
      Net cash flows provided by operating
           activities..............          11,513       9,844      9,874
                                            -------     -------    -------
   Investing Activities:
   Capital expenditures............         (15,092)    (15,067)   (10,610)
   Proceeds from sale of assets......         5,927       5,445          -
   Changes in other assets, net......           (93)         98        (76)
                                            -------     -------     -------
    Net cash flows used in investing
        activities...............            (9,258)     (9,524)   (10,686)
                                            -------      -------     -------
   Financing Activities:
   Proceeds from (repayments of)Senior
         Notes                              (4,823)      75,000          -
   Dividend to Holdings...............         (17)     (75,351)         -
   Net borrowings under line-of-credit
     agreement....................           2,952        5,290          -
   Debt issuance costs.............            (32)      (3,626)         -
   Payments of debt................              -       (1,333)      (444)
   Change in checks written in excess
    of cash                                   (296)         183       (294)
   Net change in payable to affiliate....        -         (483)     1,550
                                            ------       ------      ------
  Net cash flows provided by (used in)
       financing activities........         (2,216)        (320)       812
Net Change in Cash and Cash Equivalents         39            -          -
Cash and Cash Equivalents At Beginning
        of Year.........................         -            -          -
                                           -------       -------    -------
 Cash and Cash Equivalents At End of
    Year...........................            $39         $  -        $ -
                                           =======       =======    =======

   Supplemental cash flow information:
      Cash paid for interest.......         $9,729       $4,919       $278
                                           =======      =======    =======
      Cash paid for income taxes..            $267          $10        $ -
                                           =======      =======    =======

      The accompanying notes are an integral part of these consolidated
      financial statements


                        ROMACORP, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   Note 1.  Organization, Operation and Basis of Presentation

      The consolidated financial statements reflect the financial
   information of Romacorp, Inc. and Subsidiaries through June 28, 1998,
   the effective date of the Recapitalization (See Note 2). On that date,
   the former Romacorp, Inc. was renamed Roma Restaurant Holdings, Inc.
   ("Holdings") and the assets, liabilities and operations of Holdings were
   contributed to its newly-created, wholly-owned subsidiary, Romacorp
   Operating Corporation, whose name was then changed to Romacorp, Inc.
   Subsequent to June 28, 1998, the consolidated financial statements
   reflect the financial information of the newly-created Romacorp, Inc.
   and subsidiaries (the "Company") and include the Company's operation of
   its owned restaurants and franchise revenue from franchisees' use of
   trademarks and other proprietary information in the operation of Tony
   Roma's restaurants. The Company maintains its corporate office in
   Dallas, Texas, and through its subsidiaries provides menu development,
   training, marketing and other administrative services related to the
   operation of the Tony Roma's concept. All intercompany transactions
   between Romacorp, Inc. and its subsidiaries have been eliminated.

   Note 2. Recapitalization

      The Company (then Romacorp) was acquired in June 1993 by NPC
   International, Inc. ("NPC"). On April 24, 1998, a recapitalization
   agreement (the "Recapitalization") effective June 28, 1998 was executed
   pursuant to which the former Romacorp, Inc. was renamed Roma Restaurant
   Holdings, Inc. ("Holdings") and the assets, liabilities and operations
   of Holdings were contributed to its newly-created, wholly-owned
   subsidiary, Romacorp, Inc. ("Romacorp"). In the Recapitalization that
   was executed by Holdings, NPC and Sentinel Capital Partners, L.P.,
   Holdings redeemed stock held by NPC and NPC forgave and contributed to
   the capital of the Company a payable to NPC in the amount of
   $33,731,000. After the Recapitalization, NPC held 20% and Sentinel
   through certain affiliates ("Sentinel") held 80% of the equity of
   Holdings. In conjunction with this transaction, $75,000,000 of 12%
   Senior Notes were issued by the Company. The Company paid Holdings a
   dividend of $75,351,000 consisting primarily of the proceeds from the
   12% Senior Notes, which was used by Holdings, along with Sentinel's
   equity contribution, to effect the Recapitalization. This transaction
   was accounted for as a leveraged recapitalization with the assets and
   liabilities of Romacorp, Inc. retaining their historical value.

   Note 3.   Summary of Significant Accounting Policies

      Fiscal Year  - The Company operates on a 52 or 53 week fiscal year
   ending on the last Sunday before the last Tuesday in March. The fiscal
   years ended March 26, 2000 and March 28, 1999, each contained 52 weeks.
   The fiscal year ended March 29, 1998 contained 53 weeks.

      Cash Equivalents  - For purposes of the Consolidated Statements of
   Cash Flows, the Company considers all highly liquid debt instruments
   with an original maturity of three months or less to be cash
   equivalents. For each period presented, substantially all cash was in
   the form of depository accounts.

      Inventories -  Inventories of food and supplies are valued at the
   lower of cost (first-in, first-out method) or market.

      Pre-opening Costs  - Effective March 29, 1999, the Company adopted
   Statement of Position 98-5, "Accounting for Costs of Start-up
   Activities" ("SOP 98-5") which requires the Company to expense
   pre-opening costs as incurred rather than the previous policy of amortizing
   those costs over a twelve month period, and to report the initial
   adoption as a cumulative effect of a change in accounting principle.
   Accordingly, $777,000 in pre-opening costs, net of taxes of $264,000,
   were recorded during the first quarter of the fiscal year ended March
   26, 2000 as a change in accounting principle.

      Facilities and Equipment - Facilities and equipment are recorded at
   cost. Depreciation is charged on the straight-line basis for buildings,
   furniture and equipment over the estimated useful life of the asset.
   Leasehold improvements are amortized on the straight-line method over
   the life of the lease or the life of the improvements whichever is
   shorter. Interest is capitalized with the construction of new
   restaurants as part of the asset to which it relates. Interest
   capitalized during fiscal years ended March 26, 2000, March 28, 1999,
   and March 29, 1998 was $236,000, $116,000 and $332,000, respectively.

      Long-lived Assets -  The Company applies the provisions of Statement
   of Financial Accounting Standards No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
   Of" ("SFAS 121") in accounting for its long-lived assets, which requires
   the write-down of certain intangibles and tangible property associated
   with under-performing sites. The Company reviews the assets related to
   store sites on a periodic basis and when events occur or circumstances
   indicate that the asset value of a store is not recoverable, the Company
   evaluates that store for impairment based on estimated future
   nondiscounted cash flows attributable to that store. In the event such
   cash flows are not expected to be sufficient to recover the recorded
   value of the assets, the assets are written down to their estimated fair
   values. The Company's estimates of fair values are based on the best
   information available and require the use of estimates, judgements and
   projections as considered necessary. The effect of applying SFAS 121
   resulted in a reduction of facilities and equipment of $464,000 in the
   fiscal year ended March 26, 2000.

      Goodwill  -  Goodwill represents the excess of cost over the
   identifiable net assets acquired and is amortized on the straight-line
   method over periods ranging from 25 to 40 years.

      Franchise Revenue  - The franchise agreements for Tony Roma's
   restaurants provide for an initial fee and continuing royalty payments
   based upon gross sales, in return for operational support, product
   development, marketing programs and various administrative services.
   Royalty revenue is recognized on the accrual basis, although initial
   fees are not recognized until the franchisee's restaurant is opened.
   Fees for granting exclusive development rights to specific geographic
   areas are recognized when the right has been granted and cash received
   is non-refundable. Net franchise revenue is presented net of direct
   expenses, which include labor, travel and related costs of Franchise
   Business Managers, who operate as liaisons between the franchise
   community and the franchisor. Direct costs also include bad debt expense
   and opening costs, consisting primarily of training expenses.
   Franchisees also participate in national and local marketing programs,
   which are managed by the Company. The related funding for these programs
   is separate and not included in the accompanying financial statements.

       Fair Value of Financial Instruments -  See Note 8 for a discussion of
   the fair value of the Company's Senior Notes. As of March 26, 2000 and
   March 28, 1999, the fair value of the Company's remaining financial
   instruments, including cash equivalents, approximates their carrying
   value.

       Income Taxes -   The Company's results prior to June 28, 1998, were
   included in the consolidated federal income tax return of NPC
   International, Inc. As a result of the Recapitalization (see Note 2),
   the Company began filing its own federal income tax return subsequent to
   June 28, 1998. The provisions for income taxes, reflected in the
   accompanying statements, were calculated for the Company on a separate
   return basis in accordance with the provisions of Statement of Financial
   Accounting Standards No. 109, "Accounting for Income Taxes."

       Insurance Reserves  - The Company is self-insured for certain risks
   and is covered by insurance policies for other risks. The Company
   maintains reserves for their policy deductibles and other program
   expenses using case basis evaluations and other analyses. The reserves
   include estimates of future trends in claim severity and frequency, and
   other factors, which could vary as claims are ultimately settled.
   Reserve estimates are continually reviewed and adjustments are reflected
   in current operations. Changes in deductible amounts could impact both
   the establishment of future reserves and/or the rate of premiums
   incurred.

       Advertising Costs -  Advertising costs are expensed as incurred. The
   Company incurred approximately $3,700,000, $2,700,000, and $2,700,000 of
   such costs during the fiscal years ended March 26, 2000, March 28, 1999
   and March 29, 1998, respectively.

       Use of Estimates - The preparation of financial statements in
   conformity with generally accepted accounting principles requires
   management to make estimates and assumptions that affect the reported
   amounts of assets and liabilities and disclosure of contingent assets
   and liabilities at the date of the financial statements, and the
   reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates.

       Reclassifications -  Certain reclassifications have been made to prior
   years' financial statements to conform to classifications used in the
   current year.

   Note 4.  Accounts Receivable

       Accounts receivable consists of the following:

                                            March 26,       March 28,
                                              2000            1999
                                            ---------      ---------
                                            (Dollars in thousands)
   Franchise receivables............        $1,438           $1,303
   Other receivables................           738              408
                                           -------          -------
                                             2,176            1,711
   Allowance for doubtful accounts......      (114)             (74)
                                           -------          -------
        Net receivables..............       $2,062           $1,637
                                           =======          =======

      Franchise receivables represent royalties due based on a percent of
   sales at the franchisees' Tony Roma's restaurants, and for other
   services provided, and fees assessed in accordance with the franchise
   agreement. Other receivables include amounts due for the sale of raw
   materials, principally ribs, which the Company has sold from its supply
   to distributors and franchisees. Other receivables also includes
   "banquet" sales to significant individual customers and other
   miscellaneous items.

      The Company generally does not require collateral on the accounts,
   but has the right to terminate the franchise agreement in the event the
   royalties becomes uncollectible.

   Note 5.  Facilities and Equipment

      Facilities and equipment consists of the following:

                                       Estimated    March 26,    March 28,
                                     Useful Life       2000         1999
                                      ----------    ---------   ---------
                                                   (Dollars in thousands)
   Land.........................                      $14,594    $14,371
   Buildings....................     15-30 years       29,913     26,374
   Leasehold improvements...........  5-20 years       14,356     12,050
   Furniture and equipment.......     3-10 years       20,091     17,112
   Construction in progress........                     4,103      4,756
                                                      -------    -------
                                                       83,057     74,663
   Less accumulated depreciation and
       amortization..................                 (22,353)   (17,617)
                                                     --------    --------
   Net facilities and equipment.......                $60,704    $57,046
                                                      =======    =======

   Note 6. Accrued Liabilities

    Accrued liabilities consists of the following:

                                           March 26,       March 28,
                                              2000            1999
                                           ---------       ---------
                                            (Dollars in thousands)
   Compensation and related taxes.......     $2,540          $2,129
   Insurance claims and administration..      1,284             812
   Taxes other than income and payroll        1,324             961
   Gift certificates..................          851             595
   Other.......................               1,426           1,068
                                            -------         -------
        Total accrued liabilities......      $7,425          $5,565
                                            =======         =======

   Note 7. Income Taxes

    The provision (benefit) for income taxes consists of the following:

                                          For the Fiscal Year Ended
                                      March 26,    March 28,   March 29,
                                         2000        1999         1998
                                      ---------     --------    --------
                                           (Dollars in thousands)
   Current:
      Federal......................      $264         $533       $2,755
      State........................        50           25           99
      Foreign......................       280          220          284
                                      -------      -------      -------
                                          594          778        3,138

   Deferred:
      Federal.......................     (773)         147         (723)
      State.........................        -            -          (26)
      Foreign.......................        -            -          (74)
                                        -------     -------     -------
                                         (773)         147         (823)
                                        -------     -------     -------
   Income tax expense (benefit)......   $(179)        $925       $2,315
                                        =======    =======      =======

      The differences between the provision for income taxes and the
   amount computed by applying the statutory federal income tax rate to
   income (loss) before income taxes, cumulative effect of change in
   accounting principle and extraordinary item are as follows:

                                          For the Fiscal Year Ended
                                      March 26,   March 28,   March 29,
                                         2000       1999        1998
                                       --------  --------    ---------
                                          (Dollars in thousands)
   Tax computed at statutory rate....   $(179)    $905        $2,268
   Goodwill amortization..............    242      244           249
   Tax credits.......................    (292)    (264)         (372)
   State taxes, net of federal effect,
     and other.......................      50       40           170
                                     --------   -------      -------
   Provision for income taxes........   $(179)    $925        $2,315
                                     ========   =======     ========

       During the fiscal year ended March 26, 2000, an income tax benefit
   of $264,000 was recorded as a cumulative effect of a change in
   accounting principle and income tax expense of $319,000 was recorded as
   extraordinary gain on early retirement of debt.

       Deferred income taxes reflect the net tax effects of temporary
   differences between the carrying amounts of assets and liabilities for
   financial reporting purposes and the amounts used for federal and state
   income tax purposes. Significant components of the Company's deferred
   tax assets and liabilities are as follows:

                                                     March 26,   March 28,
                                                      2000        1999
                                                    ---------   ---------
   Deferred tax assets:                           (Dollars in thousands)
      Insurance reserves................               $303        $551
      Store closure reserves............                167         139
      Accrued vacation..................                256         199
      Depreciation and asset impairment
        adjustments....................               1,227         700
      Allowance for doubtful accounts.....               39          25
      Joint venture reserves...............             461           -
      Deferred gain......................               233           -
      Other, net.........................               210         509
                                                    -------     -------
          Total deferred tax assets.........          2,896       2,123
                                                    -------     -------
   Deferred tax liabilities:
      Pre-opening expenses................               -          264
                                                   -------      -------
   Net deferred tax assets................           2,896        1,859
      Current..........................                755          217
                                                   -------      -------
      Non-current......................             $2,141       $1,642
                                                   =======      =======

       A valuation allowance against deferred taxes is required if, based
   on the weight of available evidence, it is more likely than not that
   some or all of the deferred tax assets will not be realized. The Company
   believes that no valuation allowance is necessary.

   Note 8.  Senior Notes

      In conjunction with the Recapitalization on June 28, 1998, the
   Company issued $75 million of 12% Senior Notes due July 1, 2006 (the
   "Senior Notes"). Interest on the notes accrues from the date of issuance
   and is payable in arrears on January 1 and July 1 of each year
   commencing January 1, 1999. As of March 26, 2000 and March 28, 1999, the
   amounts outstanding were $69.0 million and $75.0 million, respectively.
   The Senior Notes are secured by substantially all of the assets of the
   Company. However, the debt outstanding under the Company's revolving
   credit facility has a first priority lien on these same assets. See Note
   9 for a discussion of the revolving credit facility.

      During February 2000, the Company repurchased $6.0 million face value
   of its Senior Notes on the open market at an average price of $803.75
   per $1,000 principal amount. To accomplish this repurchase, the Company
   obtained a waiver of certain restrictions associated with its revolving
   credit facility. The repurchase of the Senior Notes resulted in
   extraordinary gains, net of the write-off of associated debt issuance
   costs and the effect of income taxes, of $592,000. See Note 9 for a
   discussion of additional repurchases of Senior Notes that occurred in
   April 2000.

      As of March 26, 2000, the fair value of the remaining Senior Notes
   is estimated to be in the range of $55.5 million and $58.0 million based
   on the quoted market rates for the debt. As of March 28, 1999, the fair
   value of the Senior Notes was estimated to be in the range of $72.0
   million and $73.5 million.

   Note 9.  Long-term Debt

      Long-term debt as of March 28, 1999 consists of a note payable to a
   bank under a $15 million revolving credit facility which is secured by
   substantially all of the assets of the Company, and bears interest at
   the Company's option of prime rate or up to LIBOR plus 2.25%. Both rates
   are subject to maintaining certain financial covenants, and interest is
   payable upon maturity of the LIBOR or monthly for prime rate advances.
   In addition, a commitment fee based on an annual rate of .375% is
   payable monthly on all unused commitments.

      In April 2000, the Company executed the First Amendment to Credit
   Agreement (the "Amended Credit Agreement") which modified the terms of
   the Revolving Credit Facility. The Amended Credit Agreement provides for
   borrowings in an aggregate principal amount of up to $25 million until
   April 2001; $24 million until April 2002; $22.5 million until April
   2003; and $20.5 million until June 2003 at which time the maximum
   borrowing is reduced to $5.5 million. The Amended Credit Agreement
   expires in April 2005. The terms of the Amended Credit Agreement provide
   for interest rates ranging from the prime rate to prime plus 1.0% or the
   six-month LIBOR plus 2.25% to LIBOR plus 3.25%. Subsequent to executing
   the Amended Credit Agreement, the Company utilized $9.6 million to
   repurchase Senior Notes with a face value of $12.0 million.

   Note 10. Commitments

      The Company leases certain restaurant equipment and buildings under
   operating leases. Rent expense for the fiscal years ended March 26,
   2000, March 28, 1999, and March 29, 1998 was $4,960,000, $3,879,000, and
   $3,879,000, respectively. Included in these amounts were additional
   rentals of approximately $775,000,  $724,000, and $712,000 for the
   fiscal years ended March 26, 2000, March 28, 1999 and March 29, 1998,
   respectively, which are based upon a percentage of sales in excess of a
   base amount as specified in the lease. The majority of the Company's
   leases contain renewal option(s) for 5 to 10 years. Renewal of the
   remaining leases is dependent on mutually acceptable negotiations.

       At March 26, 2000, minimum rental commitments under operating leases
   that have initial or remaining non-cancelable lease terms in excess of
   one year are as follows:

        Fiscal Year
                                     (Dollars in thousands)
        2001............................      $4,172
        2002............................       3,993
        2003............................       3,645
        2004............................       3,351
        2005............................       3,215
        Thereafter.......................     22,246
                                             -------
                                             $40,622
                                             =======

      In September 1998, the Company obtained a commitment from a financial
   group to purchase, at the Company's option, eleven restaurants at a
   price not to exceed $1.75 million each or $19.3 million in the aggregate
   and to subsequently enter into a leaseback agreement with the Company as
   lessee. The lease agreement provides for an initial minimum annual rent
   of 10% of the purchase price, which will increase 6% on the third
   anniversary of the lease and an additional 6% every three years
   thereafter. The lease term will be for 15 years with two five year
   renewal options. The minimum annual rent for the renewal option periods
   will be set at fair market value. This commitment originally was to
   expire on June 30, 2000 but has been extended for a time sufficient to
   complete transactions related to three additional properties in the
   fiscal year ending March 25, 2001.

       During the fiscal years ended March 26, 2000 and March 28, 1999, the
   Company completed $5.9 million and $5.5 million of sale-leaseback
   transactions, respectively. The transactions during the fiscal year
   ended March 26, 2000 resulted in a deferred gain of $717,000. This
   deferred gain is being recognized over the 15-year initial term of the
   new leases.

   Note 11.  Summarized Financial Information

      Summarized financial information for Romacorp Inc., excluding the
   assets, liabilities, and operations of its wholly-owned subsidiaries, is
   as follows (in thousands):

                                       For the Fiscal Year Ended
                                     -------------------------------
                                    March 26,   March 28,   March 29,
                                      2000        1999        1998
                                     --------    --------    --------
   Total revenues........            $109,705     $93,213    $86,408
   Total operating expense....        109,235      92,120     86,496
   Operating income (loss)....            471       1,093        (88)
   Loss before income taxes....        11,945       7,987       3,147
   Net loss..............               7,691       5,210       2,093

                                     March 26,    March 28,   March 29,
                                       2000          1999       1998
                                     -------     --------   ----------
   Current assets.............        $5,340       $6,388      $3,275
   Noncurrent assets........          95,694       88,421      74,957
   Current liabilities........         5,930        2,183       1,641
   Noncurrent liabilities.....        78,318      101,293      45,299


   Note 12. Related Party Transactions

      In June 1998, the Company entered into a Transitional Financial
   and Accounting Services Agreement (the "Transition Services Agreement")
   whereby NPC continued to provide administrative services to the Company
   for an initial fee of $16,000 per week for a period of up to one year.
   Services provided included accounting services, payroll services and use
   of NPC's proprietary restaurant technology system software (the "POS
   System").  As part of the Transition Services Agreement, the Company was
   granted a perpetual license to use the POS System.  Effective March 29,
   1999, the Company amended the contract whereby services will continue
   through July 2001 with a weekly base service fee of $14,300 during
   fiscal 2000, $15,000 during fiscal 2001, and $15,750 during fiscal 2002.
   In addition to the base fee, an incremental weekly fee shall be paid for
   each restaurant opened on or after March 29, 1999 in the amount of $160
   for fiscal 2000, $170 for fiscal 2001 and $180 for fiscal 2002. Pursuant
   to the Transition Services Agreement, the Company paid NPC $777,000 and
   $564,000 during fiscal 2000 and fiscal 1999, respectively.

      The Company reimbursed Sentinel for all out-of-pocket expenses
   incurred in connection with the Recapitalization. In addition, pursuant
   to a management agreement, Sentinel receives a management fee equal to
   $300,000 per year for the first two years of the term of the management
   agreement and $500,000 per year thereafter, and will be reimbursed for
   certain out-of-pocket expenses. The Company paid Sentinel $313,000 and
   $231,000 during fiscal 2000 and fiscal 1999, respectively.