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

                            AMENDMENT NUMBER 2 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, 1996

                        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, 1997, was $8,117,830

As of March 15, 1997, there were 2,144,733 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 1997 are incorporated by 
reference in Parts II and III.

<PAGE>

                           EXPLANATORY STATEMENT

This Amendment No. 2 to the Annual Report on Form 10-K for Lucor, Inc. for the 
fiscal year ended December 31, 1996 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
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>

                                  Signature



    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)