Exhibit  3.5

SS:    Form  D-4
Submit  in  Duplicate
Filing  Fee:    $25.00

                       This document must be typewritten
                                   MAIL TO:
                          COLORADO SECRETARY OF STATE
                              CORPORATIONS OFFICE
                           1560 Broadway, Suite 200
                            Denver, Colorado 80202
                                (303) 894-2251

                             ARTICLES OF AMENDMENT
                                    TO THE
                           ARTICLES OF INCORPORATION

Pursuant  to  the  provisions  of  the  Colorado Business Corporation Act, the
undersigned  corporation  adopts  the  following  Articles of Amendment to its
Articles  of  Incorporation:

FIRST:    The  name  of  the  Corporation  is  The  Quizno's  Corporation.

SECOND:    The  following  amendment  to  the Amended and Restated Articles of
Incorporation  was  duly adopted by the Board of Directors without shareholder
action  effective  October  15,  1997,  in  accordance  with the provisions of
Section  7-106-102  of  the  Colorado  Business  Corporation  Act.

"RESOLVED,  that  Article  II  of  the  Amended  and  Restated  Articles  of
Incorporation  is hereby amended by adding the following paragraphs to Article
II:

"Class  B  Cumulative  Preferred  Stock.
 --------------------------------------

a.     General.  One Hundred Thousand (100,000) shares of authorized preferred
       -------
stock is hereby designed as the Class B Cumulative Preferred Stock (the "Class
B  Preferred  Stock").

b.          Conversion.
            ----------

(i)    Subject  to  the  following paragraph, and after October 15, 2002, each
share  of  Class  B Preferred Stock shall be convertible on any of the monthly
dividend  payment  dates  set  forth  in paragraph d. below into the number of
shares  (which  may be a number less than one (1) and may result in fractional
shares)  of  the  Corporation's  common  stock, par value $.001 per share (the
"Common  Stock") that is equal to the quotient determined by dividing $5.00 by
the  then  current  market  price  of  a  share of the Common Stock determined
pursuant  to  the  Valuation  Procedure in the Investment Agreement after such
date.

<PAGE>



(ii)    If  at  any  time  the  Corporation reorganizes, consolidates, merges,
exchanges  shares,  or  sells,  leases,  exchanges  or  transfers  all  or
substantially  all  of  its  assets,  then  as  a part of such reorganization,
consolidation,  merger,  share  exchange or sale, lease, exchange or transfer,
provision  shall  be  made  so that each holder of shares of Class B Preferred
Stock  will thereafter be entitled to receive upon conversion of his shares of
Class  B Preferred Stock, the number of shares of stock or other securities or
property  of  the  Corporation,  or  successor corporation resulting from such
reorganization, consolidation, merger, share exchange or sale, lease, exchange
or  transfer, which the holder would have received had he converted his shares
of  Class  B  Preferred  Stock immediately prior to the effective time of such
reorganization, consolidation, merger, share exchange or sale, lease, exchange
or  transfer.   In the event of a distribution, including a stock dividend, in
shares  of Common Stock, or any reclassification, subdivision (stock split) or
combination  (reverse  stock  split)  of Common Stock, the conversion rate set
forth  in  clause  (i)  above  shall be adjusted so that the holder of Class B
Preferred  Stock  shall receive the kind and amount of shares of Common Stock,
or  other  securities or property, which the holder would have received had he
converted  his  shares  of  Class  B Preferred Stock immediately prior to such
distribution,  reclassification,  subdivision  or  combination.

c.          Redemption.    At the option of the Corporation, shares of Class B
            ----------
Preferred  Stock  may  be redeemed, in whole or in part, on any of the monthly
dividend  payment dates set forth in paragraph c. below, at a redemption price
of  $5.00  per  share,  plus  an  amount  equal to unpaid cumulative dividends
accrued  to  the  date of redemption as provided in paragraph c. below, if the
holders  of  such shares of Class B Preferred Stock are given thirty (30) days
notice  of  such  redemption.    The  Corporation  may  not  redeem any of the
Corporation's  common stock (the "Common Stock"), any Class A Preferred Stock,
or  any  Class C Preferred Stock or any other capital stock of equal or lesser
priority  to  the Class B Preferred Stock unless and until the Corporation has
redeemed  all  outstanding  shares  of  the  Class  B  Preferred  Stock  or
substantially  all  such share have been converted as provided in paragraph b.
above.

<PAGE>

d.         Dividends.  The holder of record of each share of Class B Preferred
           ---------
Stock  shall  receive  a cumulative monthly dividend of $0.053125 per share of
Class  B  Preferred  Stock.  Dividends on the Class B Preferred Stock shall be
payable,  out of funds at the time legally available for payment of dividends,
in  equal monthly amounts on the first business day of each month in each year
beginning  with  November  1997 for so long as shares of the Class B Preferred
Stock  are  outstanding,  except  that  dividends  on  the  shares  of Class B
Preferred  Stock  payable on the first dividend payment date shall commence to
accrue  and  shall be cumulative from and including October 15, 1997.  If such
dividend  is  not paid as of any such monthly dividend payment date, the right
to  such  payment  shall  accrue  to  the holders of the shares of the Class B
Preferred  Stock  and  become  an  obligation of the Corporation until paid in
full.    Such unpaid dividends shall compound monthly until paid, and shall be
paid  as  soon  as  dividends  are  legally able to be paid under the Colorado
Business Corporation Act.  No dividends shall be paid or set apart for payment
on any Common Stock, any Class A Preferred Stock, any Class C Preferred Stock,
or  any  other capital stock of the Corporation of equal or lessor priority to
the Class B Preferred Stock, unless and until all accrued and unpaid dividends
on  the  Class  B Preferred Stock shall have been paid.  The Corporation shall
not issue any class of stock  with rights to receive dividends or rights to be
redeemed  or  rights  to  receive  payment on liquidation of equal or superior
priority  to  the  Class B Preferred Stock without the affirmative vote of the
holders  of  a majority of the shares of the Class B Preferred Stock.  Class B
Preferred  Stock shall be ranked senior to the Class A Preferred Stock and the
Class  C  Preferred  Stock  of  the  Corporation.

e.          Liquidation  or  Dissolution.    In  the event of any voluntary or
            ----------------------------
involuntary  liquidation, or winding up of the affairs of the Corporation, the
       --
holders  of  the  issued  and  outstanding  Class  B  Preferred Stock shall be
entitled  to receive for each share of Class B Preferred Stock a dollar amount
equal  to  $5.00 plus all then accrued and unpaid cumulative dividends, before
any distribution of the assets of the Corporation shall be made to the holders
of  any  other  capital  stock.  The Corporation may not pay any amount in the
event of a liquidation or winding up of the Corporation, to the holders of any
Common  Stock,  any Class A Preferred Stock, or any Class C Preferred Stock or
any  other  capital stock of equal or lesser priority to the Class B Preferred
Stock,  unless  and  until  the Corporation has redeemed the Class B Preferred
Stock  or  the  holders  of  Class  B Preferred Stock have received their full
liquidation  preferences  as provided herein.  A reorganization, consolidation
or  merger  of  the  Corporation, a share exchange, a sale, lease, exchange or
transfer  of  all  or  substantially  all of its assets as an entirety, or any
purchase  or redemption of stock of the Corporation of any class, shall not be
regarded  as  a "liquidation, dissolution, or winding up of the affairs of the
Corporation"  within  the  meaning  of  this  paragraph  d.

<PAGE>

f.      Voting Rights.  Except as otherwise expressly provided in the Colorado
        -------------
Business  Corporation  Act,  holders  of Class B Preferred Stock shall have no
right  to  vote  for  the  election  of  directors  or  for any other purpose,
provided,  however,  that holders of a majority of the Class B Preferred Stock
shall  be  required  to  vote  in  favor  of any proposal to issue a series of
preferred  stock  of  the  Corporation  which is to be senior or substantially
equal  as  to  dividends  or  liquidation preferences to the Class B Preferred
Stock  before  such  preferred  stock  may  be  issued  by  the  Corporation.

Class  C  Cumulative  Convertible  Preferred  Stock.
---------------------------------------------------

a.     General.  Two hundred thousand (200,000) shares of authorized preferred
       -------
stock is hereby designed as the Class C Cumulative Convertible Preferred Stock
(the  "Class  C  Preferred  Stock").

b.          Conversion.
            ----------

(i)  Subject to the following paragraph, each share of Class C Preferred Stock
shall be convertible into one (1) share of the Corporation's common stock (the
"Common  Stock")  on  any  of  the monthly dividend payment dates set forth in
paragraph  d. below, at any time prior to the redemption date after the notice
of  redemption  provided  for  in  paragraph  c.  below  has  been  delivered.

(ii)    If  at  any  time  the  Corporation reorganizes, consolidates, merges,
exchanges  shares,  or  sells,  leases,  exchanges  or  transfers  all  or
substantially  all  of  its  assets,  then  as  a part of such reorganization,
consolidation,  merger,  share  exchange or sale, lease, exchange or transfer,
provision  shall  be  made  so that each holder of shares of Class C Preferred
Stock  will thereafter be entitled to receive upon conversion of his shares of
Class  C Preferred Stock, the number of shares of stock or other securities or
property  of  the  Corporation,  or  successor corporation resulting from such
reorganization, consolidation, merger, share exchange or sale, lease, exchange
or  transfer, which the holder would have received had he converted his shares
of  Class  C  Preferred  Stock immediately prior to the effective time of such
reorganization, consolidation, merger, share exchange or sale, lease, exchange
or transfer.  In the event of a distribution in shares of Common Stock, or any
reclassification,  subdivision  or combination of Common Stock, the conversion
rate  set  forth  in  clause (i) above shall be adjusted so that the holder of
Class  C Preferred Stock shall receive the kind and amount of shares of Common
Stock,  or  other securities or property, which the holder would have received
had  he  converted  his shares of Class C Preferred Stock immediately prior to
such  distribution,  reclassification,  subdivision  or  combination.

<PAGE>

c.          Redemption.    At the option of the Corporation, shares of Class C
            ----------
Preferred  Stock  may  be redeemed, in whole or in part, on any of the monthly
dividend payment dates set forth in paragraph d. below, on or after October 8,
2000, at a redemption price of $5.00 per share, plus an amount equal to unpaid
cumulative  dividends  accrued  to  the  date  of  redemption  as  provided in
paragraph  d. below, so long as the holder of such shares of Class C Preferred
Stock  is  given  sixty  (60)  days  notice  of  such redemption.  The Class C
Preferred  Stock  cannot  be  redeemed  prior to the redemption of the Class B
Preferred  Stock.    If  the  Class C Preferred Stock is redeemed, the Class B
Preferred  Stock  must  be  redeemed  simultaneously.

d.         Dividends.  The holder of record of each share of Class C Preferred
           ---------
Stock  shall receive a cumulative monthly dividend of $0.05 per share of Class
C Preferred Stock.  Dividends on the Class C Preferred Stock shall be payable,
out  of funds at the time legally available for payment of dividends, in equal
monthly amounts on the first business day of each month in each year beginning
with  November  1997  for so long as shares of the Class C Preferred Stock are
outstanding,  except  that  dividends on the shares of Class C Preferred Stock
payable  on the first dividend payment date shall commence to accrue and shall
be  cumulative from and including October 8, 1997.  Dividends shall be paid as
provided  above, unless the Board of Directors of the Corporation determine as
to  a specific dividend that it is in the best interests of the Corporation to
put  such  funds  to other use.  Dividends shall not be paid to the holders of
the  Class C Preferred Stock, unless all cumulative dividends due and owing to
the  holders  of Class B Preferred Stock or any other capital stock of greater
priority  have been paid in full.  If such dividend is not paid as of any such
monthly  dividend  payment date, the right to such payment shall accrue to the
holders  of the shares of the Class C Preferred Stock and become an obligation
of  the  Corporation  until  paid in full.  No dividends, other than dividends
payable  solely in shares ranking junior to the Class C Preferred Stock, shall
be  paid  or set apart for payment on any shares ranking junior to the Class C
Preferred Stock unless and until all accrued and unpaid dividends on the Class
C  Preferred  Stock,  shall  have  been  paid  or a sum sufficient for payment
thereof  set  apart.    Whether  another  series of preferred stock is senior,
substantially  equal  or  junior  to  the  Class  C  Preferred  Stock  will be
determined  by  the  Corporation's  Board  of Directors, subject to the voting
requirements  of  the  Colorado  Business  Corporation  Act.  However, Class C
Preferred Stock shall be ranked junior to both the Class A Preferred Stock and
the  Class  B  Preferred  Stock  of  the  Corporation.

<PAGE>

e.          Liquidation  or  Dissolution.    In  the event of any voluntary or
            ----------------------------
involuntary  liquidation, or winding up of the affairs of the Corporation, the
holders  of  the  issued  and  outstanding  Class  C  Preferred Stock shall be
entitled  to receive for each share of Class C Preferred Stock a dollar amount
equal  to  $5.00 plus all then accrued and unpaid cumulative dividends, before
any distribution of the assets of the Corporation shall be made to the holders
of  any other capital stock, except for holders of Class A Preferred Stock and
Class  B  Preferred  Stock,  which  Classes  shall be ranked senior to Class C
Preferred  stock  in  connection  with  liquidation  preferences  under  this
paragraph  e.    No  funds  can  be  paid on liquidation or dissolution of the
Corporation  to the holders of Class C Preferred Stock, unless all amounts due
and owing upon liquidation or dissolution of the Corporation to the holders of
the Class B Preferred Stock and any other capital stock of greater priority to
the  Class  C Preferred Stock shall have been paid in full.  A reorganization,
consolidation  or  merger of the Corporation, a share exchange, a sale, lease,
exchange or transfer of all or substantially all of its assets as an entirety,
or  any purchase or redemption of stock of the Corporation of any class, shall
not  be  regarded as a "liquidation, dissolution, or winding up of the affairs
of  the  Corporation"  within  the  meaning  of  this  paragraph  e.

f.      Voting Rights.  Except as otherwise expressly provided in the Colorado
        -------------
Business  Corporation  Act,  holders  of Class C Preferred Stock shall have no
right  to  vote  for  the  election  of  directors  or  for any other purpose,
provided,  however,  that holders of a majority of the Class C Preferred Stock
shall  be  required  to  vote  in  favor  of any proposal to issue a series of
preferred  stock  of  the  Corporation  which is to be senior or substantially
equal  as  to  dividends  or  liquidation preferences to the Class C Preferred
Stock before such preferred stock may be issued by the Corporation, other than
the  Class  A  Preferred  Stock  and  the  Class  B  Preferred  Stock.

<PAGE>

g.          Registration  Under  the  Securities  Act  of  1933.
            ---------------------------------------------------

(i)       If at any time after the Class C Preferred Stock becomes convertible
into  Common  Stock,  the  Corporation files a registration statement with the
United  States  Securities  and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), or pursuant to any other act passed after
the  date  hereof,  which  filing  provides  for the sale of securities by the
Corporation  to  the  public, or files a Regulation A Offering Statement under
the  Act,  and, if such filing is upon the demand of other shareholders of the
Corporation,  such shareholders do not object to participation in the offering
by  the holders of the Class C Preferred Stock, the Corporation shall offer to
the  holders  of  the  Class  C  Preferred  Stock or of any shares issued upon
conversion  of  the  Class  C  Preferred Stock, the opportunity to register or
qualify  the  shares  issued  or  to  be issued upon conversion of the Class C
Preferred Stock at the holders' sole expense, regardless of whether the holder
or  holders  of  the  Class  C  Preferred  Stock  may  have previously availed
themselves  of  any  of  the registration rights described in this Section g.;
provided,  however,  that  in  the  case  of  a  Regulation  A  offering,  the
opportunity  to  qualify  shall  be  limited  to  the  amount of the available
exemption after taking into account the securities that the Corporation wishes
to  qualify.    However,  if  an underwriter or sales agent determines in good
faith  that  the  then  current market conditions make it inadvisable to offer
selling  shareholder  shares  to  the  public  or  to limit the amount of such
shares,  the  holders  shall  comply with such determination.  Notwithstanding
anything  to  the  contrary,  this subsection (i) shall not be applicable to a
registration  statement  on  Forms  S-4,  S-8 or their successors or any other
inappropriate forms filed by the Corporation with the United States Securities
and  Exchange  Commission.

<PAGE>

The  Corporation  shall  deliver  written notice to the holders of the Class C
Preferred Stock and to any holders of the shares issued upon conversion of the
Class  C  Preferred Stock of its intention to file a registration statement or
Regulation  A  Offering  Statement under the Act at least 60 days prior to the
filing of such registration statement or offering statement, and the holder or
holders  shall  have  30  days  thereafter  to  request  in  writing  that the
Corporation  register  or qualify the shares of Common Stock to be issued upon
conversion  in accordance with this subsection (i).  Upon the delivery of such
a  written  request  within  the  specified  time,  the  Corporation  shall be
obligated  to  include  in its contemplated registration statement or offering
statement  all  information  necessary or advisable to register or qualify the
shares issuable upon conversion for a public offering, if the Corporation does
file  the contemplated registration statement or offering statement; provided,
however,  that  neither  the delivery of the notice by the Corporation nor the
delivery of a request by a holder shall in any way obligate the Corporation to
file  a  registration  statement  or  offering  statement.    Furthermore,
notwithstanding  the filing of a registration statement or offering statement,
the  Corporation  may,  at  any  time  prior  to  the  effective date thereof,
determine  not  to offer the securities to which the registration statement or
offering statement relates, including the shares to be issued upon conversion.

Holders  exercising  their rights hereunder shall pay all expenses relating to
their  shares  being  sold  pursuant  to the registration statement, including
their  pro  rata share of legal, accounting, consulting, printing, federal and
state  filing  fees,  NASD  fees,  out-of-pocket expenses incurred by counsel,
underwriting commissions, transfer taxes and the underwriter's accountable and
nonaccountable  expense  allowances  attributable to the offer and sale of the
shares  to  be issued upon conversion, accountants and consultants retained by
the  Corporation,  and  miscellaneous  expenses  directly  related  to  the
registration  statement  or  offering  statement  and  the  offering.

(ii)  In  the  event  that  the  Corporation registers or qualifies the shares
issuable  upon  conversion  pursuant  to subsection (i) above, the Corporation
shall  include  in the registration statement or qualification, the prospectus
included  therein,  all  information  and  materials necessary or advisable to
comply with the applicable statutes and regulations so as to permit the public
sale  of  the  shares  issuable upon conversion.  As used in subsection (i) of
this  Section g., reference to the Corporation's securities shall include, but
not  be  limited  to, any class or type of the Corporation's securities or the
securities  of  any  of  the  Corporation's  subsidiaries  or  affiliates."

<PAGE>

The  Quizno's  Corporation



By:____________________________
Its:      Vice  President

and____________________________
Its:    Assistant  Secretary