U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                          WASHINGTON,  D.C.    20549
                                   FORM  10-KSB/A

[X]  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934
     For  the  Fiscal  Year  Ended  December  31,  1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  ________  TO  ________

     Commission  File  Number  000-23174

     THE  QUIZNO'S  CORPORATION
     (Name  of  small  business  issuer  as  specified  in  its  charter)


 COLORADO                                          84-1169286
---------                                          ----------
 (State  or  other  jurisdiction  of
 incorporation  or  organization)            (I.R.S.  Employer
                                            Identification  No.)

 1099  18TH  STREET,  SUITE  2850
DENVER,  COLORADO                                    80202
-----------------                                    -----
(Address  of  Principal  Executive  Offices)      (Zip  Code)


 (303)  291-0999
 ---------------
 (ISSUER'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:
 Common  Stock,  $.001  par  value
----------------------------------

Check whether the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Securities Exchange Act during the past 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  [  ]

Check  if  there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment  to  this  Form  10-KSB.  [  ]

The  registrant's  revenue  for  the  fiscal year ending December 31, 1997 was
$12,107,662.

The  aggregate  market  value  of  the  registrant's  common  stock  held  by
non-affiliates  of  the  registrant  as  of  March  23, 1998 was approximately
$7,798,000  (for  purposes  of  the  foregoing  calculation  only, each of the
registrant's  officers  and  directors  is  deemed  to  be  an  affiliate).

There  were  2,934,224  shares  of registrant's common stock outstanding as of
March  23,  1998.

DOCUMENTS  INCORPORATED  BY  REFERENCE:    Portions  of the registrant's Proxy
Statement  that  will  be filed with the Securities and Exchange Commission in
connection  with  the  registrant's  annual  meeting  of  stockholders  are
incorporated  by  reference  in  Part  III  of  this  Form  10-KSB.

TRANSITIONAL  SMALL  BUSINESS DISCLOSURE FORMAT (CHECK ONE): Yes [  ]  No [X]

<PAGE>

ITEM  13.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)         Exhibits required by Item 601 of Regulation S-B.  The Company
                 -----------------------------------------------
will  furnish to its shareholders of record as of the record date for its 1998
Annual  Meeting  of  Stockholders,  a copy of any of the exhibits listed below
upon  payment of $.25 per page to cover the costs of the Company of furnishing
the  exhibits.

Item  No.                       Exhibit  Description
---------          ----------------------------------------------

2.1                Articles  of  Merger  Merging Schaden & Schaden into The 
                   Quizno's Operating Company, incorporated by reference to
                   Exhibit 2(ii) to the Company's Form  8-K,  filed  November 4,
                   1994.

2.2                Asset Purchase Agreement, among The Quizno's Acquisition 
                   Company, Bain's  Deli  Franchise  Associates,  through  its 
                   General  Partner,  Gemini Enterprises,  Ltd., Gemini One, 
                   Inc. And Jolles #4 Partnership, dated November 12,  1997,
                   incorporated by reference to Exhibit 2.1 to Form 8-K, filed 
                   by the Company  with  the  SEC  on  November  26,  1997.

3.1                Amended  and  Restated  Articles of Incorporation of the 
                   Company, incorporated  by  reference  to  Exhibit  3(a)  to
                   the Company's Registration Statement  on  Form  SB-2  (Reg.
                   No.  33-72378-D).

3.2                Articles of Amendment to the Articles of Incorporation of 
                   the Company authorizing  146,000 shares of Class A Cumulative
                   Convertible Preferred Stock, incorporated  by  reference to 
                   Exhibit 3.2 to the Company's Form 10-KSB, dated
                   March  28,  1997.

3.3                Articles  of Amendment changing the Company name,
                   incorporated by reference  to  Exhibit 3.3 to the Company's
                   Form 10-KSB, dated March 28, 1997.

3.4                By-laws of the Company, incorporated by reference to Exhibit
                   3.4 to the  Company's  Form  10-KSB,  dated  March 28, 1997.

3.5                Articles of Amendment to Articles of Incorporation of the
                   Company authorizing  100,000  shares  of Class B Preferred 
                   Stock and 200,000 shares of Class  C  Cumulative  Convertible
                   Preferred  Stock.

4.1                Form of certificate evidencing Common Stock, $.001 par value,
                   of the Company,  incorporated  by  reference  to  Exhibit 
                   4.1  to  the  Company's Registration  Statement  on  Form 
                   S-3  (Reg.  No.  333-38691).

4.2                Form of Representative's Warrant, incorporated by reference
                   to Exhibit 4(b)  to  the  Company's  Registration  Statement
                   on  Form  SB-2  (Reg.  No. 33-72378-D).

9.1                Voting  Trust Agreement between Richard E. Schaden and 
                   Richard F. Schaden,  dated  July  14, 1994, incorporated by
                   reference to Exhibit A to the Schedule 13-D, dated July 14,
                   1994, filed by Richard E. Schaden and Richard F. Schaden.

9.2                First Amendment to Voting Trust Agreement dated November 4,
                   1994, incorporated  by  reference  to  Exhibit  a to the
                   Amendment No. 1 to Schedule 13-D,  dated  November  4, 1994,
                   filed  by Richard E. Schaden and Richard F. Schaden.

9.3                Second Amendment to Voting Trust Agreement dated September 5,
                   1996, incorporated  by  reference to Exhibit 9.3 to the 
                   Company's Form 10-KSB, dated March  28,  1997.

10.1               Employment  Agreement of Mr. Richard E. Schaden, incorporated
                   by reference  to  Exhibit  10(a)  to the Company's 
                   Registration Statement on Form SB-2  (Reg.  No.  33-72378-D).

10.2               Employment  Agreement of Mr. Richard F. Schaden, incorporated
                   by reference  to  Exhibit  10(b)  to the Company's 
                   Registration Statement on Form SB-2  (Reg.  No.  33-72378-D).

10.3               Employee Stock Option Plan, incorporated by reference to 
                   Exhibit 99.1 to  the  Company's  Registration  Statement  on
                   Form S-8 (Reg. No. 333-45549).

10.4               Amended and Restated Stock Option Plan for Non-Employee
                   Directors and Advisors  incorporated  by  reference  to  
                   Exhibit  99.2  to  the  Company's Registration  Statement
                   on  Form  S-8  (Reg.  No.  333-45549).

10.5               Indemnity  Agreement between the Company and Richard E.
                   Schaden, incorporated  by  reference  to  Exhibit  10(e)  to
                   the Company's Registration Statement  on  Form  SB-2  (Reg. 
                   No.  33-72378-D).

10.6               Indemnity  Agreement between the Company and Richard F.
                   Schaden, incorporated  by  reference  to  Exhibit  10(f)  to
                   the Company's Registration Statement  on  Form  SB-2  (Reg. 
                   No.  33-72378-D).

10.7               Indemnity  Agreement  between the Company and Patrick E. 
                   Meyers, incorporated  by  reference  to  Exhibit  10(g)  to
                   the Company's Registration Statement  on  Form  SB-2  (Reg. 
                   No.  33-72378-D).

10.8               Indemnity  Agreement between the Company and Brownell M.
                   Bailey, incorporated  by  reference  to  Exhibit  10(h)  to
                   the Company's Registration Statement  on  Form  SB-2  (Reg.
                   No.  33-72378-D).

10.9               Indemnity Agreement between the Company and Frederick H. 
                   Schaden, incorporated  by  reference  to  Exhibit  10(i)  to
                   the Company's Registration Statement  on  Form  SB-2  (Reg.
                   No.  33-72378-D).

10.10              Indemnity Agreement between the Company and J. Eric Lawrence.

10.11              Indemnity Agreement between the Company and Mark L. Bromberg.

10.12              Form  of  Franchise  Agreement.

10.13              Form of Area Director Marketing Agreement, incorporated by
                   reference to  Exhibit  10.12  to  the  Company's  10-KSB 
                   dated  March  28,  1997.

10.14              Office Lease for the Company, incorporated by reference to
                   Exhibit 10.14  to  the  Company's  Form  10-KSB,  dated 
                   March  28,  1997.

10.15              Amendment  to  Employment Agreement between the Company and
                   Mr. Richard  E.  Schaden,  dated  February  29, 1996,
                   incorporated by reference to Exhibit  10.15  to  the
                   Company's  10-KSB,  dated  March  29,  1996.

10.16              Amendment  to  Employment Agreement between the Company and
                   Mr. Richard  F.  Schaden,  dated  February  29, 1996, 
                   incorporated by reference to Exhibit  10.16  to  the
                   Company's  10-KSB,  dated  March  29,  1996.

10.17              Deferment  Agreement  between  the  Company  and  Illinois
                   Food Management,  Inc.,  dated  February  27,  1996, 
                   incorporated  by reference to Exhibit  10.17  to  the
                   Company's  10-KSB,  dated  March  29,  1996.

10.18              Investment Agreement between the Company and Retail and 
                   Restaurant Growth  Capital,  L.P.  ("RRGC"),  a Delaware  
                   limited partnership, dated as of December 31, 1996, 
                   incorporated by reference to Exhibit 10.18 to the Company's
                   Form  10-KSB,  dated  March  28,  1997.

10.19              Senior  Subordinated  Convertible Promissory Note (with Form
                   of Warrant  attached)  issued  by  the  Company to RRGC, 
                   dated December 31, 1996, incorporated  by reference to 
                   Exhibit 99(a) to Schedule 13D filed by RRGC with the  SEC
                   on  January  9,  1997.

10.20              Security  Agreement  between  the Company and RRGC, dated as
                   of December 31, 1996, incorporated by reference to Exhibit
                   10.20 to the Company's Form  10-KSB,  dated  March  28, 1997.

10.21              Stockholders' Agreement between the Company and RRGC, dated
                   as of December  31, 1996, incorporated by reference to
                   Exhibit 99(b) to Schedule 13D filed  by  RRGC,  filed  with
                   the  SEC  on  January  9,  1997.

10.22              Amended and Restated Senior Subordinated Convertible
                   Promissory Note issued by  the Company to RRGC, incorporated
                   by reference to Exhibit 99(c) to Schedule  13D/A  filed  by 
                   RRGC  with  the  SEC  on  December  4,  1997.

10.23              First  Amendment  to  Investment Agreement between RRGC and
                   the Company,  dated  October  8,  1997.

10.24              Warrant  to  Purchase  Shares  of  Common Stock of The
                   Quizno's Corporation,  dated  as  of  November  11,  1997
                   and  issued  to  RRGC.

10.25              First Amendment to Security Agreement between the Company
                   and RRGC, dated  as  of  November  11,  1997.

10.26              Amended  and Restated Security Agreement among the Company,
                   The Quizno's  Operating  Company  and  RRGC,  dated  as  of 
                   December  31,  1996.

10.27              License Agreement between The Quizno's's Acquisition Company
                   and Jolles  #4  Partnership,  dated  as  of  November  12, 
                   1997,  incorporated by reference  to  Exhibit  99.1 to
                   Form 8-K, filed by the Company with the Sec in
                   November  26,  1997.

20.1               Risk Factors Section from the Company's Prospectus dated 
                   January 9, 1998  included  in the Registration Statement on
                   Form S-3 filed by the Company (Registration  No.  333-38691).

23.1               Independent Auditors' Consent from Ehrhardt Keefe Steiner
                   & Hottman PC

21.1               List  of  Company  subsidiaries.

27                 Financial Data Schedule

     (b) Reports on Form 8-K.  The Company filed one Report on Form 8-K during
         -------------------
the  last  quarter  of  1997.   Such filing was made on November 26, 1997, and
amended  by  a  Form  8-K/A  filed  on  December  31,  1997 and related to the
acquisition  of  the  assets  and  business  of  Bain's  Deli  by the Company.

<PAGE>

     SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the  Registrant  caused  this  report  to  be  signed  on  its  behalf  by the
undersigned,  thereunto  duly  authorized  on  March  26,  1998.

     THE  QUIZNO'S  CORPORATION



     By: /s/ Richard E. Schaden
   Richard  E.  Schaden,
   President  and  Chief  Executive
   Officer

In  accordance  with the Securities Exchange Act of 1934, this report has been
signed  below  by the following persons on behalf of the Registrant and in the
capacities  indicated  and  on  the  dates  indicated.


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

/s/ Richard E. Schaden      President,  Chief  Executive     April 1, 1998
                            Officer  and  Director
Richard  E.  Schaden        (Principal  Executive  Officer)


/s/ Richard F. Schaden      Vice President, Secretary        April 1, 1998
Richard  F.  Schaden        and  Director


/s/ Brownell M. Bailey      Director                         April 1, 1998
Brownell  M.  Bailey



/s/ Mark L. Bromberg        Director                         April 1, 1998
Mark  L.  Bromberg


/s/ J. Eric Lawrence        Director                         April 1, 1998
J.  Eric  Lawrence

/s/ Frederick H. Schaden    Director                         April 1, 1998
Frederick  H.  Schaden


<PAGE>

/s/ John L. Gallivan        Chief Financial Officer          April 1, 1998
John  L.  Gallivan          and  Treasurer  (Principal 
                            Financial  and  Accounting
                            Officer)