United States
                      Securities and Exchange Commission
                           Washington, D.C. 20549

                           AMENDMENT NUMBER 1 TO
                                FORM 10-K/A
    
            Annual Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
               For the fiscal year ended December 31, 1997

                      Commission File Number 0-25164
       
                                LUCOR, INC.

          Florida                                   65-0195259
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)
  
790 Pershing Road
Raleigh, North Carolina                                27608 
(Address of Principal Executive Offices)            (Zip Code)

                                  919-828-9511
               (Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:

     Class A Common Stock, $.02 par value

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 or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

The aggregate market value of the voting stock held by non-affiliates of the 
Registrant, as of March 15, 1998, was $5,302,411

As of March 15, 1998, there were  2,145,733 shares of the Registrant's Class A 
Common Stock, $.02 par value, outstanding and 702,155 shares of the Registrant's
Class B Common Stock, $.02 par value, outstanding.

Documents Incorporated by Reference

Portions of the Registrant's Proxy Statement (the "Proxy Statement") for the 
Annual meeting of Stockholders to be held in May 1998 are incorporated by 
reference in Parts II and III.

<PAGE>


                     EXPLANATORY STATEMENT

This Amendment No. 1 to the Annual Report on Form 10-K for Lucor, 
Inc. for the fiscal year ended December 31, 1997 is being filed to 
modify Item 14(a)(3) to correct references for certain exhibits 
contained therein.

<PAGE>
                                   PART IV



Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K

 (a)(3) Exhibits:  Unless otherwise indicated, the following exhibits are 
incorporated herein by reference from the Registrant's Registration Statement on
Form S-1, File No. 33-71630 under the same exhibit reference number, and are 
made a part hereof by such reference.

Exhibit
Number 		Exhibit Description

3.1             Articles of Incorporation
3.2             By-Laws of the Registrant
3.3             Amendment to Articles of Incorporation
3.4             Amendment to Articles of Incorporation dated June 27, 1994
4.1             Form of Warrant Agreement
4.2             Form of Common Stock Certificate
4.3             Form of Warrant Certificate
10.1            Area Development Agreement - Carolina Lubes, Inc.
10.2            Right of First Refusal - Carolina Lubes, Inc.
10.3 (1)        Area Development Agreement and Amendment - Cincinnati Lubes,
                Inc.
10.4            Omitted.  This agreement is disclosed in exhibits 10.5 and
                10.6
10.5            Standard License Agreement
10.6            Amendment to Standard License Agreement
10.7 (2)        Amended and Restated Management Agreement of August 1988,
                with Amendments of September 1993 with Carolina Lubes, Inc., 
                Cincinnati Lubes, Inc. and CFA Management, Inc.
10.8 (3)        Deed, Note & Loan Agreement, Millbrook - Carolina Lubes, Inc.
10.12 (4)       Area Development Agreement, Jiffy Lube - Pittsburgh Lubes
10.13 (5)       Management Agreement between Pittsburgh Lubes, Inc. and CFA 
               	Management, Inc.
10.14 (6)       Lucor, Inc. Omnibus Stock Plan
10.15 (7)       Carolina Lubes First Right of Refusal Agreement with Jiffy
                Lube International, Inc. dated December 12, 1994
10.16 (8)       Commercial Note - Centura Bank, Pershing Road
10.17 (9)       Assignment and Assumption Agreement - P.B. Lubes and 
                Carolina Lubes
10.18 (10)      Lucor, Inc. Amended and Restated 1991 Non-Qualified Stock
                Plan
10.20           Standard Lease of Inspection Equipment - Carolina Lubes
10.21 (11)      Citicorp Leasing Credit Facility form of preferred stock
                with designation of rights, and form of Sales Agreement
10.23           Franchise Agreement, Jiffy Lube - Pittsburgh Lubes 
                Inc. and CFA Management, Inc. dated July 1, 1994
10.24 (12)      Form of Loan Agreements with Enterprise Mortgage Acceptance 
                Company, LLC
10.25 (12)      Amendment to the Management Agreement between Carolina Lubes,
                Inc. and CFA Management, Inc.
10.26 (12)      Amendment to the Management Agreement between Cincinnati
                Lubes, Inc. and CFA Management, Inc.
10.27 (12)      Amendment to the Management Agreement between Pittsburgh
                Lubes, Inc. and CFA Management, Inc.
21 (12)		       Subsidiaries of the Company
27 (12)		       Financial Data Schedule
              

(1) Originally filed as Exhibits 10.3 and 10.4 on Registrant's Registration 
Statement on Form S-1, File No. 33-71630.
(2) Originally filed as Exhibit 10.8 on Registrant's Registration Statement on 
Form S-1, File No. 33-71630.
(3) Originally filed as Exhibit 10.14 on Registrant's Registration Statement on 
Form S-1, File No. 33-71630.
(4) Originally filed as Exhibit 10.24 on Registrant's Registration Statement on 
Form S-1, File No. 33-71630.
(5) Originally filed as Exhibit 10.25 on Registrant's Registration Statement on 
Form S-1, File No. 33-71630.
(6) Originally filed as Exhibit 10.26 on Registrant's Form 10-K filed for the 
year ended December 31, 1994.
(7) Originally filed as Exhibit 10.27 on Registrant's Form 10-K filed for the 
year ended December 31, 1994.
(8) Originally filed as Exhibit 10.16 on Registrant's Form 10-K filed for the 
year ended December 31, 1995.
(9) Originally filed as Exhibit 10.17 on Registrant's Form 10-K filed for the 
year ended December 31, 1995.
(10) Originally filed as Exhibit 10.18 on Registrant's Form 10-K filed for the 
year ended December 31, 1994.
(11) Originally filed as Exhibit 10.6 on Registrant's Form 10-K filed for the 
year ended December 31, 1995.
(12) Filed with original filing of the Registrant's Form 10-K for the year ended
December 31, 1997.

<PAGE>

                                  Signatures



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



                                LUCOR, INC.



                                 By /s/ Kendall A. Carr
                                    ________________________________________
                                    Kendall A. Carr, Vice President - Finance

   Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed by the following person on behalf of the Registrant and 
in the capacity indicated on the 13th day of May, 1998.

 

/s/ Kendall A. Carr
__________________________	Vice President - Finance
Kendall A. Carr          	(Principal Financial and Accounting Officer)