SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|x |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|- |  | ---------------------------------------------------------------------------------------
|  |  |                                                                                        
|  |  | For the Quarterly Period Ended September 24, 2000.                                     
|  |  |                                                                                        
|  |  | or                                                                                     
|  |  |                                                                                        
|o |  | Transition Report Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
|  |  |                                                                                        
|  |  | For the Transition Period from ____________ to ____________.                           



Commission file number 0-25721.

BUCA, Inc.(Exact name of registrant as specified in its Charter)

|Minnesota(State or other jurisdiction ofincorporation or organization)            | 41-1802364(I.R.S. Employer

Identification No.)
|--------------------------------------------------------------------------------- | -----------------------------------------------
|                                                                                  |                                                
|1300 Nicollet Mall                                                               
|Minneapolis, Minnesota(Address of principal executive offices)                    | 55403(Zip Code)                                
|                                                                                  |                                                
|(612) 288-2382(Registrant's telephone number, including area code)               
|                                                                                  |                                                
|(Former name, former address and formerfiscal year, if changed since last report)
|                                                                                  |                                                

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 o

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Common stock, $.01 par value, 14,184,963 shares as of November 6, 2000.

INDEX

BUCA, INC. AND SUBSIDIARIES

|                                                              |                                                                                                                        |    |  | Page
|------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | -- |  | ----
|PART I.FINANCIALINFORMATION                                   |                                                                                                                       
|                                                              |                                                                                                                        |    | 
|Item 1.                                                       | Financial Statements                                                                                                   |    |  |     
|                                                              |                                                                                                                        |    |  |     
|                                                              | Consolidated Balance Sheets - December 26, 1999 and September 24, 2000                                                 | 3 
|                                                              |                                                                                                                        |   
|                                                              | Consolidated Statements of Operations - Thirteen and Thirty-Nine Weeks Ended September 26, 1999 and September 24, 2000 | 4 
|                                                              |                                                                                                                        |    |  |     
|                                                              | Consolidated Statements of Cash Flows - Thirteen and Thirty-Nine Weeks Ended September 26, 1999 and September 24, 2000 | 5 
|                                                              |                                                                                                                        |    |  |     
|                                                              | Notes to Consolidated Financial Statements                                                                             | 6 
|                                                              |                                                                                                                        |    |  |     
|Item 2.                                                       | Management's Discussion and Analysis of Financial Condition and Results of Operations                                  | 7 
|                                                              |                                                                                                                        |    |  |     
|Item 3.                                                       | Quantitative and Qualitative Disclosures about Market Risk                                                             | 11
|                                                              |                                                                                                                        |    |  |     
|PART II.  OTHER INFORMATION                                   |                                                                                                                       
|                                                              |                                                                                                                       
|Item 1.  
Legal Proceedings                                   | 12                                                                                                                    
|                                                              |                                                                                                                       
|Item 2.  
Changes in Securities and Use of Proceeds           | 12                                                                                                                    
|                                                              |                                                                                                                       
|Item 3.  
Defaults upon Senior Securities                     | 12                                                                                                                    
|                                                              |                                                                                                                       
|Item 4.  
Submission of Matters to a Vote of Security Holders | 12                                                                                                                    
|                                                              |                                                                                                                       
|Item 5.  
Other Information                                   | 12                                                                                                                    
|                                                              |                                                                                                                       
|Item 6.  
Exhibits and Reports on Form 8-K                    | 12                                                                                                                    
|                                                              |                                                                                                                       
|SIGNATURES                                                    | 14                                                                                                                    
|                                                              |                                                                                                                       









|PART 1. |  | FINANCIAL INFORMATION
|------- | - | ---------------------

|Item 1. |  | Financial Statements
|------- |  | --------------------

BUCA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share data)(Unaudited)

|                                                                           | December 26,

1999 |         | September 24,

2000 |  
|-------------------------------------------------------------------------- | ------------------ | ------- | ------------------- | -
|ASSETS                                                                     |                    |         |                     |  
|CURRENT ASSETS:                                                            |                    |         |                     |  
|Cash and cash equivalents                                                  | $                  | 1,726   |                     | $
|Marketable securities                                                      |                    |        |                     |  
|Accounts receivable                                                        |                    | 1,261   |                     |  
|Inventories                                                                |                    | 2,293   |                     |  
|Deferred income taxes                                                      |                    | 1,259   |                     |  
|Prepaid expenses and other                                                 |                    | 1,034   |                     |  
|                                                                           |                    |         |                     |  
|Total current assets                                                       |                    | 7,573   |                     |  
|                                                                           |                    |         |                     |  
|PROPERTY AND EQUIPMENT, net                                                |                    | 63,763  |                     |  
|OTHER ASSETS                                                               |                    | 4,609   |                     |  
|                                                                           |                    |         |                     |  
|                                                                           | $                  | 75,945  |                     | $
|                                                                           |                    |         |                     |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                       |                    |         |                     |  
|CURRENT LIABILITIES:                                                       |                    |         |                     |  
|Accounts payable                                                           | $                  | 5,303   |                     | $
|Accrued expenses                                                           |                    | 6,614   |                     |  
|Current maturities of long-term debt                                       |                    | 50      |                     |  
|                                                                           |                    |         |                     |  
|Total current liabilities                                                  |                    | 11,967  |                     |  
|                                                                           |                    |         |                     |  
|LONG-TERM DEBT, less current maturities                                    |                    | 1,688   |                     |  
|OTHER LIABILITIES                                                          |                    | 581     |                     |  
|                                                                           |                    |         |                     |  
|SHAREHOLDERS' EQUITY:                                                      |                    |         |                     |  
|Undesignated stock, 5,000,000 authorized, none issued and outstanding      |                    |         |                     |  
|Common stock, $.01 par value - 10,810,295 and 14,151,565 shares issued and |                    |         |                     |  
|outstanding, respectively                                                  |                    | 108     |                     |  
|Additional paid-in capital                                                 |                    | 76,547  |                     |  
|Accumulated deficit                                                        |                    | (14,413 | )                   |  
|                                                                           |                    |         |                     |  
|                                                                           |                    | 62,242  |                     |  
|Notes receivable from shareholders                                         |                    | (533    | )                   |  
|                                                                           |                    |         |                     |  
|Total shareholders' equity                                                 |                    | 61,709  |                     |  
|                                                                           |                    |         |                     |  
|                                                                           | $                  | 75,945  |                     | $
|                                                                           |                    |         |                     |  

See notes to consolidated financial statements.






BUCA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except share and per share data) (Unaudited)

|Thirteen Weeks Ended                                             |   |                                                                               | Thirty-Nine Weeks Ended |  
|---------------------------------------------------------------- | - | ----------------------------------------------------------------------------- | ----------------------- | -
|                                                                
|Restaurant sales                                                 | $ | 18,641                                                                        |                         | $
|Restaurant costs:                                                |   |                                                                               |                         |  
|Product                                                          |   | 5,162                                                                         |                         |  
|Labor                                                            |   | 6,065                                                                         |                         |  
|Direct and occupancy                                             |   | 3,811                                                                         |                         |  
|Depreciation and amortization                                    |   | 841                                                                           |                         |  
|                                                                 |   |                                                                               |                         |  
|Total restaurant costs                                           |   | 15,879                                                                        |                         |  
|General and administrative expenses                              |   | 1,543                                                                         |                         |  
|Preopening costs                                                 |   | 1,114                                                                         |                         |  
|                                                                 |   |                                                                               |                         |  
|Operating income                                                 |   | 105                                                                           |                         |  
|Interest income                                                  |   | (178                                                                          | )                       |  
|Interest expense                                                 |   | 50                                                                            |                         |  
|Subordinated debt conversion costs                               |   |                                                                              |                         |  
|                                                                 |   |                                                                               |                         |  
|Income (loss) before income taxes and

       extraordinary item |   | 233                                                                           |                         |  
|Benefit (provision) for income taxes                             |   | 1                                                                             |                         |  
|                                                                 |   |                                                                               |                         |  
|Income (loss) before extraordinary item                          |   | 234                                                                           |                         |  
|Extraordinary loss on extinguishments of debt                    |   |                                                                              |                         |  
|                                                                 |   |                                                                               |                         |  
|Net income (loss)                                                | $ | 234                                                                           |                         | $
|                                                                 |   |                                                                               |                         |  
|Cumulative preferred stock dividends, accretion                  |   |                                                                               |                         |  
|                                                                 |   | of preferred stock to redemption value, and change in redeemable common stock |                         | 
|                                                                 |   |                                                                               |                         |  
|Net income (loss) applicable to common stock                     | $ | 234                                                                           |                         | $
|                                                                 |   |                                                                               |                         |  
|Net income (loss) per common share - basic:                      |   |                                                                               |                         |  
|Income (loss) before extraordinary item                          | $ | 0.02                                                                          |                         | $
|                                                                 |   |                                                                               |                         |  
|Net income (loss) applicable to common stock                     | $ | 0.02                                                                          |                         | $
|                                                                 |   |                                                                               |                         |  
|Weighted average common shares outstanding                       |   | 10,694,138                                                                    |                         |  
|                                                                 |   |                                                                               |                         |  
|Net income (loss) per common share - diluted:                    |   |                                                                               |                         |  
|Income (loss) before extraordinary item                          | $ | 0.02                                                                          |                         | $
|                                                                 |   |                                                                               |                         |  
|Net income (loss) applicable to common stock                     | $ | 0.02                                                                          |                         | $
|                                                                 |   |                                                                               |                         |  
|Weighted average common shares outstanding                       |   | 11,376,219                                                                    |                         |  
|                                                                 |   |                                                                               |                         |  

See notes to consolidated financial statements



BUCA, INC, AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


|                                                                                                        | Thirteen Weeks Ended |         | Thirty-Nine Weeks Ended | 
|------------------------------------------------------------------------------------------------------- | -------------------- | ------- | ----------------------- | 
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                   |                      |         |                         | 
|Net income (loss)                                                                                       | $                    | 234     |                         | 
|Adjustments to reconcile net income (loss) to net cash

              provided by operating activities: |                      |         |                         | 
|Depreciation and amortization                                                                           |                      | 841     |                         | 
|Deferred income taxes                                                                                   |                      | 26      |                         | 
|Loss on early extinguishment of debt                                                                    |                      |        |                         | 
|Change in assets and liabilities:                                                                       |                      |         |                         | 
|Accounts receivable                                                                                     |                      | (587    | )                       | 
|Inventories                                                                                             |                      | (426    | )                       | 
|Prepaid expenses and other                                                                              |                      | (66     | )                       | 
|Accounts payable                                                                                        |                      | (1,716  | )                       | 
|Accrued expenses                                                                                        |                      | 3,597   |                         | 
|Other                                                                                                   |                      | 54      |                         | 
|                                                                                                        |                      |         |                         | 
|Net cash provided by operating activities                                                               |                      | 1,957   |                         | 
|                                                                                                        |                      |         |                         | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                   |                      |         |                         | 
|Purchase of available for sale marketable securities                                                    |                      |        |                         | 
|Sale and maturity of available for sale marketable securities                                           |                      | 7,450   |                         | 
|Purchase of property and equipment                                                                      |                      | (10,668 | )                       | 
|(Increase) decrease in other assets                                                                     |                      | (324    | )                       | 
|                                                                                                        |                      |         |                         | 
|Net cash used in investing activities                                                                   |                      | (3,542  | )                       | 
|                                                                                                        |                      |         |                         | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                   |                      |         |                         | 
|Proceeds from line of credit borrowings                                                                 |                      |        |                         | 
|Payment on line of credit                                                                               |                      |        |                         | 
|Proceeds from issuance of long-term debt                                                                |                      | 774     |                         | 
|Principal payments on long-term debt                                                                    |                      | (33     | )                       | 
|Loan and lease acquisition costs                                                                        |                      |        |                         | 
|Collection on notes receivable from shareholders                                                        |                      | 22      |                         | 
|Repurchase of common stock                                                                              |                      |        |                         | 
|Net proceeds from issuance of common stock                                                              |                      |        |                         | 
|                                                                                                        |                      |         |                         | 
|Net cash provided by financing activities                                                               |                      | 763     |                         | 
|                                                                                                        |                      |         |                         | 
|                                                                                                        |                      |         |                         | 
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                                                 |                      | (822    | )                       | 
|                                                                                                        |                      |         |                         | 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                        |                      | 1,942   |                         | 
|                                                                                                        |                      |         |                         | 
|                                                                                                        |                      |         |                         | 
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                              | $                    | 1,120   |                         | 
|                                                                                                        |                      |         |                         | 

See notes to consolidated financial statements.







BUCA, INC. AND SUBSIDIARIESNOTES TO FINANCIAL STATEMENTS(Unaudited)

1.  NATURE OF BUSINESS AND BASIS OF PRESENTATION

BUCA, Inc. and subsidiaries ("we", "us", or "our") develops and operates family-style, immigrant Southern Italian restaurants located in Arizona, California, Colorado, District of
Columbia, Florida, Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Nevada, New York, Ohio, Pennsylvania, Texas, Washington, and Wisconsin under the name of BUCA di BEPPO.

The accompanying financial statements have been prepared by us without audit and reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary for a fair
statement of financial position and the results of operations for the interim periods. The statements have been prepared in accordance with generally accepted accounting principles and with the regulations of the Securities and Exchange Commission ("
SEC"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such SEC rules and regulations. Operating
results for the thirteen and thirty-nine weeks ended September 24, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000.

The balance sheet at December 26, 1999 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles
for complete financial statements.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 summarized the SEC's view in applying
generally accepted accounting principles to selected revenue recognition issues. We are required to apply SAB 101 in the fourth quarter of 2000, retroactive to the first quarter of 2000. We continue to review SAB 101 and at this time do not expect the
adoption of SAB 101 to have any effect on our financial position or results of operations. We record sales at the time that food and liquor is served.

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133. "Accounting for Derivative Instruments and Hedging Activities," which will be
effective for the Company in fiscal year 2001. The statement, as amended by SFAS No. 138 issued June 2000, requires that all derivatives be recognized in the financial statements as either assets or liabilities measured at fair market value. The statement
also specifies new methods of accounting for hedging transactions. We have not yet determined the impact of SFAS 133 and 138, if any, to the financial statements.

For further information, refer to the financial statements and notes for the fiscal year ended December 26, 1999 included in our Annual Report on Form 10-K.

2.  NET INCOME (LOSS) PER SHARE

Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted income (loss) per share assumes conversion of the convertible subordinated
debentures and convertible preferred stock as of the beginning of the year and exercise of stock options and warrants using the treasury stock method, if dilutive. Dilutive net loss per share for the thirty-nine week period ended September 26, 1999 is the
same as basic net loss per share due to the antidilutive effect of the assumed exercise of stock options, warrants, convertible subordinated debentures, and convertible preferred stock securities.

3.  SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental cash flow information for the period ended:

| |                                                                               | Thirteen Weeks Ended |   | Thirty-Nine Weeks Ended
| | ----------------------------------------------------------------------------- | -------------------- | - | -----------------------
|
| | Cash paid during year for:                                                    |                      |   |                        
| | Interest expense                                                              |                      | $ | 59                     
| | Income taxes                                                                  |                      |   | 25                     
| | Non-cash investing and financing activities:                                  |                      |   |                        
| | Shareholder receivable from issuance of common

            stock             |                      |   | 180                    
| | Shareholder receivable reduction due to retirement

            of stock      |                      |   |                       
| | Conversion of convertible subordinated debenture to

            common stock |                      |   |                       
| | Accretion of redeemable preferred stock to redemption          value          |                      |   |                       
| | Dividends accrued on redeemable preferred stock                               |                      |   |                       
| | Change in value of redeemable common stock                                    |                      |   |                       







Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General

At September 24, 2000 we owned and operated 50 full service, dinner-only restaurants that offer high quality, immigrant Southern Italian cuisine served family-style in large portions in a fun and energetic atmosphere
that parodies the decor and ambiance of post-War Italian/American restaurants. Since late 1996, we have pursued a rapid but disciplined expansion strategy, opening two restaurants in 1996, five in 1997, eight in 1998, 15 in 1999, and 17 through October
2000. We intend to open 17 new restaurants in fiscal 2001, of which we expect twelve to open in the first half of fiscal 2001.

In the past, the sales growth pattern of our new restaurants in the first two years of operation differed from the typical sales growth pattern for new restaurants in most other casual dining concepts. Our restaurants
typically experienced lower sales during the first few periods after opening, with gradually increasing restaurant sales during the remainder of the restaurants' first year of operation. In the second year of operation, our restaurants experienced
significant comparable restaurant sales growth. Due to the high sales volumes of our new restaurant openings during the past twelve months, particularly in markets where we have multiple restaurants, we believe that this "discovery" growth
pattern over the first two years of operation has moderated. While we still rely primarily on word-of-mouth advertising and repeat business to generate increased restaurant sales, our new restaurant openings in existing markets, and even some of our new
restaurant openings in new markets, have experienced a core base of loyal customers from the first week of opening. We continue to expect that our restaurants will, on average, generate increased sales in the second year of operation, although we believe
that the rate of increase will be reduced from the levels experienced in the past. We continue to expect that, in general, our mature restaurants, those restaurants over two years old, will generate moderate sales increases each year. However, as this
base of mature restaurants continues to grow, any impact from new restaurant openings on comparable restaurant sales will continue to lessen. In light of these higher sales volumes at our newly opened restaurants, beginning in fiscal 2001, we will change
our calculation of comparable restaurant sales from a twelve month method to 18 months, which is more prevalent in industry practice.

We have expanded the use of daily specials and begun other measures to build sales in existing restaurants and reduce our product costs as a percentage of restaurant sales. Every day, every restaurant offers from two
to four specials. These daily specials are selected from a list of approximately 75 recipes. These daily sales typically are priced higher than normal menu items and generate higher margins. We have also added three of our most popular daily specials to
our regular menu (Mozzarella Caprese, Prosciutto Rollato and Tortoni), which are the highest priced menu items in their categories.

Our restaurant sales are comprised almost entirely of the sales of food and beverages. Product costs include the costs of food and beverages. Labor costs include direct hourly and management wages, bonuses, taxes and
benefits for restaurant employees. Direct and occupancy costs include restaurant supplies, marketing costs, rent, utilities, real estate taxes, repairs and maintenance and other related costs. Depreciation and amortization principally includes
depreciation on capital expenditures for restaurants. General and administrative expenses are composed of expenses associated with all corporate and administrative functions that support existing operations, management and staff salaries, employee
benefits, travel, information systems and training and market research. Preopening costs consist of direct costs related to hiring and training the initial restaurant workforce and certain other direct costs associated with opening new restaurants.
Interest (income) expense includes the net cost of interest expense on debt and interest income on invested assets.



Results of Operations

Our operating results for the thirteen and thirty-nine week periods ended September 26, 1999 and September 24, 2000 expressed as a percentage of restaurant sales were as follows:





















|                                                                                           | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
|------------------------------------------------------------------------------------------ | -------------------- | -----------------------
|
|Restaurant sales                                                                           |                      | 100.0                  
|Restaurant costs:                                                                          |                      |                        
|Product                                                                                    |                      | 27.7                   
|Labor                                                                                      |                      | 32.5                   
|Direct and occupancy                                                                       |                      | 20.4                   
|Depreciation and amortization                                                              |                      | 4.5                    
|                                                                                           |                      |                        
|Total restaurant costs                                                                     |                      | 85.2                   
|General and administrative expenses                                                        |                      | 8.3                    
|Preopening costs                                                                           |                      | 6.0                    
|                                                                                           |                      |                        
|Operating income                                                                           |                      | 0.6                    
|Interest income                                                                            |                      | (1.0                   
|Interest expense                                                                           |                      | 0.3                    
|                                                                                           |                      |                        
|Income before subordinated debt conversion costs,

    income taxes and extraordinary item |                      | 1.2                    
|                                                                                           |                      |                        

Thirteen Weeks Ended September 26, 1999 Compared to the Thirteen Weeks Ended September 24, 2000

Restaurant Sales. Restaurant sales increased by $14.8 million, or 79.4%, to $33.4 million in the third quarter of fiscal 2000 from $18.6 million in the third quarter of fiscal 1999. The total increase consisted of
restaurant sales of approximately $14.0 million at 25 new restaurants opened within the last 15 months and approximately $800,000 in comparable restaurant sales increases. Comparable restaurant sales increased by 4.3% in the third quarter of fiscal 2000,
due primarily to an increase in our average check from approximately $20 in the third quarter of fiscal 1999 to approximately $21 in the third quarter of fiscal 2000. This increase in our average check was a result of our price increase of approximately
2% implemented at the beginning of fiscal 2000 and to the increased sales of specials and "To Go" items. We expect our comparable restaurant sales increase in the fourth quarter of fiscal 2000 to be comparable to that experienced in the third
quarter of fiscal 2000.

Product. Product costs increased by $3.7 million to $8.9 million in the third quarter of fiscal 2000 from $5.2 million in the third quarter of fiscal 1999. Product costs as a percentage of restaurant sales decreased to
26.5% in the third quarter of fiscal 2000 from 27.7% in the third quarter of fiscal 1999. This decrease resulted from management's efforts to reduce product costs and from the price increase taken at the beginning of fiscal 2000. We expect product costs
as a percentage of sales in the fourth quarter of fiscal 2000 to be slightly lower than that experienced in the third quarter of fiscal 2000.

Labor. Labor costs increased by $4.5 million to $10.6 million in the third quarter of fiscal 2000 from $6.1 million in the third quarter of fiscal 1999. Labor costs decreased as a percentage of restaurant sales to
31.8% in the third quarter of fiscal 2000 from 32.5% in the third quarter of fiscal 1999. This decrease was a result of management's efforts to reduce these costs, particularly at new restaurants, and to the price increase taken at the beginning of fiscal
2000. We expect labor costs as a percentage of sales in the fourth quarter of fiscal 2000 to be comparable with the third quarter.

Direct and Occupancy. Direct and occupancy costs increased by $2.9 million to $6.7 million in the third quarter of fiscal 2000 from $3.8 million in the third quarter of fiscal 1999. Direct and occupancy costs as a
percentage of restaurant sales decreased to 20.1% in the third quarter of fiscal 2000 from 20.4% in the third quarter of fiscal 1999. This decrease as a percentage of restaurant sales was a result of the increased sales volumes because the majority of the
direct and occupancy costs are fixed in nature. We expect direct and occupancy costs to decrease in the fourth quarter compared with the third quarter due to increased sales resulting from the additional week in the fourth quarter.

Depreciation and Amortization. Depreciation and amortization expenses increased by $749,000 to $1,590,000 in the third quarter of fiscal 2000 from $841,000 in the third quarter of fiscal 1999. This increase was
primarily the result of depreciation recognized on capital expenditures for new restaurants.



General and Administrative. General and administrative expenses increased by $286,000 to $1,829,000 in the third quarter of fiscal 2000 from $1,543,000 in the third quarter of fiscal 1999. General and administrative
expenses as a percentage of restaurant sales decreased to 5.5% in the third quarter of fiscal 2000 from 8.3% in the third quarter of fiscal 1999. We expect that general and administrative expenses will continue to increase in dollar amount in the future,
but continue to decrease as a percentage of restaurant sales because our expansion plans will require proportionately smaller incremental increases in general and administrative expenses.

Preopening. Preopening costs increased by $274,000 to $1,388,000 in the third quarter of fiscal 2000 from $1,114,000 in the third quarter of fiscal 1999. Preopening costs decreased as a percentage of sales to 4.2% in
the third quarter of fiscal 2000 from 6.0% in the third quarter of fiscal 1999. We expect preopening costs to decrease both in amount and as a percentage of sales in the fourth quarter of fiscal 2000 due to the opening of one restaurant during the quarter
compared with four restaurants opened in the fourth quarter of fiscal 1999.

Interest (Income) Expense. Net interest income increased $30,000 to $158,000 in the third quarter of fiscal 2000 from $128,000 in the third quarter of fiscal 1999. The increase in net interest income primarily resulted
from higher investment yields during the third quarter of fiscal 2000 compared to the third quarter of fiscal 1999. We expect net interest income to decrease during the fourth quarter of 2000 due to fewer invested assets during the quarter.

Provision / Benefit for Income Taxes. The provision for income taxes in the third quarter of fiscal 2000 represents our estimate of our income tax rate for fiscal 2000. In the third quarter of fiscal 1999, we
recognized a small tax benefit due to the expected utilization of our net operating loss carry-forwards. At the end of fiscal 1999, we recorded a $1.8 million benefit for income taxes as the utilization of our tax loss carry-forwards from prior years was
deemed more likely than not. We expect these net operating loss carry-forwards to be utilized prior to their expiration.

Thirty-Nine Weeks Ended September 26, 1999 Compared to the Thirty-Nine Weeks Ended September 24, 2000

Restaurant Sales. Restaurant sales increased by $41.3 million, or 84.9%, to $89.9 million for the first three quarters of fiscal 2000 from $48.6 million for the first three quarters of fiscal 1999. The total increase
consisted of restaurant sales of approximately $38.4 million at 31 new restaurants opened within the last 21 months and approximately $2.9 million in comparable restaurant sales increases. Comparable restaurant sales increased by 6.2% in the first three
quarters fiscal 2000, due primarily to an increase in our average check from approximately $20 in the first three quarters of fiscal 1999 to approximately $21 in the first three quarters of fiscal 2000. This increase in our average check was a result of
our price increase of approximately 2% implemented at the beginning of fiscal 2000 and to the increased sales of specials and "To Go" items.

Product. Product costs increased by $10.3 million to $23.8 million for the first three quarters of fiscal 2000 from $13.5 million for the first three quarters of fiscal 1999. Product costs as a percentage of restaurant
sales decreased to 26.5% for the first three quarters of fiscal 2000 from 27.7% for the first three quarters of fiscal 1999. This decrease resulted from management's efforts to reduce product costs and from the price increase taken at the beginning of
fiscal 2000.

Labor. Labor costs increased by $13.2 million to $28.9 million for the first three quarters fiscal 2000 from $15.7 million for the first three quarters of fiscal 1999. Labor costs decreased slightly as a percentage of
restaurant sales to 32.1% for the first three quarters of fiscal 2000 from 32.2% for the first three quarters of fiscal 1999.

Direct and Occupancy. Direct and occupancy costs increased by $7.7 million to $17.7 million for the first three quarters of fiscal 2000 from $10.0 million for the first three quarters of fiscal 1999. Direct and
occupancy costs as a percentage of restaurant sales decreased to 19.7% for the first three quarters of fiscal 2000 from 20.5% for the first three quarters of fiscal 1999. This decrease as a percentage of restaurant sales was primarily a result of
increased sales volumes and owning some or all of the property at 15 restaurant locations at the end of the third quarter of fiscal 2000 compared to five at the end of the third quarter of fiscal 1999. Increased sales volumes generally reduce direct and
occupancy costs as they are primarily fixed in nature. Owning restaurant properties reduces the required amount of rent to be paid under a lease obligation and increases the amount of depreciation expense charged.

Depreciation and Amortization. Depreciation and amortization expenses increased by $2.2 million to $4.4 million for the first three quarters of fiscal 2000 from $2.2 million for the first three quarters of fiscal 1999.
This increase was primarily the result of depreciation recognized on capital expenditures for new restaurants.

General and Administrative. General and administrative expenses increased by $1.0 million to $5.4 million for the first three quarters of fiscal 2000 from $4.4 million for the first three quarters of fiscal 1999.
General and administrative expenses as a percentage of restaurant sales decreased to 6.0% for the first three quarters of fiscal 2000 from 9.1% for the first three quarters of fiscal 1999.

Preopening. Preopening costs increased by $1.1 million to $3.8 million for the first three quarters of fiscal 2000 from $2.7 for the first three quarters of fiscal 1999. Preopening costs decreased as a percentage of
sales to 4.2% for the first three quarters of fiscal 2000
from 5.6% for the first three quarters of fiscal 1999. The increase in the amount of preopening costs was a result of 16 restaurants opened in the first three quarters of fiscal 2000 compared to 11 restaurants opened in the first three quarters of fiscal
1999. The decrease in preopening costs as a percentage of sales are due to higher sales from a larger base of restaurants as well as comparable restaurant sales increases.

Interest (Income) Expense. Net interest income increased $30,000 to $66,000 for the first three quarters of fiscal 2000 from $36,000 for the first three quarters of fiscal 1999.

Provision / Benefit for Income Taxes. The provision for income taxes in the first three quarters of fiscal 2000 represents our estimate of our income tax rate for fiscal 2000. For the first three quarters of fiscal
1999, we recognized a small tax benefit due to the expected utilization of our net operating loss carry-forwards. At the end of fiscal 1999, we recorded a $1.8 million benefit for income taxes as the utilization of our tax loss carry-forwards from prior
years was deemed more likely than not. We expect these net operating loss carry-forwards to be utilized prior to their expiration.

Liquidity and Capital Resources

Prior to fiscal 1999, we had incurred significant net losses, primarily due to restaurant development and the costs of hiring senior management to develop and implement our expansion strategy. In the past, we generated
income from our restaurant operations, but incurred aggregate net losses of $6.1 million through December 26, 1999. We have funded our capital requirements through sales of equity securities, debt financing and sale-leaseback arrangements. Net cash
provided by operating activities was $5.0 million for the first three quarters of fiscal 2000 compared with $3.1 million for the first three quarters of fiscal 1999. We expect to continue to generate cash from operating activities in future periods.

We use cash primarily to fund the development and construction of new restaurants. Capital expenditures were $31.7 million for the first three quarters of fiscal 2000 compared with $26.3 million for the first three
quarters of fiscal 1999. We opened 16 new restaurants in the first three quarters of fiscal 2000 compared to 11 new restaurants in the first three quarters of fiscal 1999. Through September 24, 2000, we have spent approximately $5.4 million on restaurants
that we have opened in the fourth quarter of fiscal 2000 and expect to open in future years. Each new restaurant is expected to require, on average, a total cash investment of between $1.0 million and $1.5 million, excluding preopening costs expected to
range from $175,000 to $210,000. To date, the majority of our restaurants have been renovations of existing facilities ranging in size from 4,500 square feet to 10,400 square feet. We anticipate that future restaurants will typically range in size from
7,500 square feet to 9,000 square feet. In fiscal 2000, we built eight restaurants based upon our prototype designs. These designs are expected to require between $1,500,000 and $2,000,000 in total cash investment per restaurant. This investment
represents an incremental $500,000 increase over the historical cash investment for remodeled restaurants. However, the rental cost on these restaurants is also significantly lower than on remodeled restaurants as our lease costs relate to the land only
and not the building. We have in the past and we may in the future acquire the land for our restaurants. The cost of any land purchases is not included in the cash investment amounts above. In the future, we may refinance any purchases of land or
buildings through sale-leaseback transactions. We cannot predict whether this financing will be available when needed or on terms acceptable to us.

Net cash provided by financing operations was $35.1 million for the first three quarters of 2000 compared with $28.7 million for the first three quarters of fiscal 1999. Financing activities in fiscal 2000 and fiscal
1999 consisted primarily of sales of equity securities as well as long-term debt and line of credit financings. At September 24, 2000, we had a $15 million line of credit, with no amounts outstanding. The line of credit expires in September 2001 and bears
interest at the lower of US Bank's reference rate or LIBOR plus 1.875% to 2.375% (8.535% to 9.035%), dependent upon our meeting certain financial ratios. We are required to pay 0.25% to 0.5% on all unused line of credit funds. The credit agreement
contains covenants that place restrictions on sales of properties, transactions with affiliates, creation of additional debt and other customary covenants. Borrowings under the credit agreement are collateralized by substantially all of our assets. We are
currently negotiating with our lenders to increase the amount of our line of credit and to reduce the fee that we are required to pay on all unused line of credit funds. We cannot predict whether our existing lenders will ultimately agree to these
adjustments.

Our capital requirements, including development costs related to the opening of additional restaurants, have been and will continue to be significant. We will need substantial capital to finance our expansion plans,
which require funds for capital expenditures, preopening costs and initial operating losses related to new restaurant openings. The adequacy of available funds and our future capital requirements will depend on many factors, including the pace of
expansion, the costs and capital expenditures for new restaurant development and the nature of contributions, loans and other arrangements negotiated with landlords. Although we can make no assurance, we believe that current assets, cash flow from
operations and currently available borrowings will be sufficient to fund our capital requirements through the year 2001. To fund future operations, we will need to raise additional capital through public or private equity or debt financing to continue our
current growth rate. In addition, we may from time to time consider acquiring the operations of other restaurants. We may obtain additional equity or debt financing to fund such acquisitions. The sale of additional equity or debt
securities could result in additional dilution to our shareholders. We cannot predict whether additional capital will be available on favorable terms, if at all.

Inflation

The primary inflationary factors affecting our operations are food and labor costs. A large number of our restaurant personnel are paid at rates based on the applicable minimum wage, and increases in the minimum wage
directly affect our labor costs. To date, inflation has not had a material impact on our operating results.

Disclosure Regarding Forward-Looking Statements

This Form 10-Q for the third quarter ended September 24, 2000 contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time the statements were made. When used in this Form 10-Q, the words "anticipate", "
believe", "estimate", "expect", "intend" and similar expressions, as they relate to us, are intended to identify the forward-looking statements. Although we believe that these statements are reasonable, you should be
aware that actual results could differ materially from those projected by the forward-looking statements. Because actual results may differ, readers are cautioned not to place undue reliance on forward-looking statements. The actual number of restaurants
opened during any period could be higher or lower than the projected amount based upon the timing and success of locating suitable sites, negotiating acceptable leases, managing construction and recruiting qualified operating personnel. Our comparable
store sales percentage increases could moderate as a result of competition, general economic conditions, changes in consumer preferences or discretionary consumer spending, or changes in our historical sales growth pattern. Product costs could be
adversely affected by increased distribution prices by SYSCO Corporation or a failure to perform by SYSCO, as well as adverse weather conditions, governmental regulation and general economic conditions. Labor costs could increase due to increases in the
minimum wage as well as competition for qualified employees and the need to pay higher wages to attract sufficient employees. Direct and occupancy costs could be adversely affected by an inability to negotiate favorable lease terms as well as general
economic conditions. General and administrative expenses could increase due to competition for qualified employees and the need to pay higher wages to attract sufficient employees as well as general economic conditions. Our ability to generate net
interest income for the remainder of fiscal 2000 could be adversely affected by the rate of return on our investments, the amount we are able to invest and our need for additional borrowings on our credit facilities. Preopening expenses could increase due
to additional restaurant openings, acceleration in new restaurant openings or increased expenses in opening new restaurants. Our ability to generate cash from operating activities could be adversely affected by increases in expenses as well as decreases
in our average check and guest counts. Additional factors that could cause actual results to differ include: risks associated with future growth; inability to achieve and manage planned expansion; fluctuations in operating results; the need for additional
capital; risks associated with discretionary consumer spending; inability to compete with larger, more established competitors; potential labor shortages; our dependence on governmental licenses; and complaints or litigation from guests. Certain of these
risk factors are more fully discussed in our Annual Report on Form 10-K for the period ended December 26, 1999. We caution you, however, that the list of factors above may not be exhaustive and that those or other factors, many of which are outside of our
control, could have a material adverse effect on us and our results of operations. All forward-looking statements attributable to persons acting on our behalf or us are expressly qualified in their entirety by the cautionary statements set forth here. We
assume no obligation to publicly release the results of any revision or updates to these forward-looking statements to reflect future events or unanticipated occurrences.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates on borrowings under our revolving line of credit that bears interest at the lower of the lending bank's reference rate or LIBOR plus 1.875% to 2.375%.
Because we do not believe that changes in interest rates from the maximum available borrowings under the revolving line of credit are material, we do not believe this risk will be material. We currently do not have any borrowings on our revolving line of
credit.

We have no derivative financial instruments or derivative commodity instruments in our cash and cash equivalents and marketable securities. We invest our cash and cash equivalents and marketable securities in
investment grade, highly liquid investments, consisting of money market instruments, bank certificates of deposit, overnight investments in commercial paper, and short term government and corporate bonds. We have invested the net proceeds from our public
offerings in similar investment grade and highly liquid investments.

Many of the food products purchased by us are affected by commodity pricing and are, therefore, subject to price volatility caused by weather, production problems, delivery difficulties and other factors that are
outside our control. To control this risk in part, we have fixed price purchase commitments with terms of one year or less for food and supplies from vendors who supply our national food distributor. In addition, we believe that substantially all of our
food and supplies are available from several sources, which helps to
control food commodity risks. We believe we have the ability to increase menu prices, or vary the menu items offered, if needed in response to a food product price increases. To compensate for a hypothetical price increase of 10% for food and supplies, we
would need to increase menu prices by an average of 3%, which is consistent with our average price increase of approximately 2% in fiscal 2000, 3% in fiscal 1998 and 2% in fiscal 1997. Accordingly, we believe that a hypothetical 10% increase in food
product costs would not have a material effect on our operating results.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently subject to various legal actions arising in the normal course of business, none of which are expected to have a material effect on our results of operations, financial condition or cash flows.

Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

|Exhibit No. |  | Description                                                                                                                        |  | Method of Filing        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------
|3.1         |  | Amended and Restated Articles of Incorporation of the Company (1)                                                                  |  | Incorporated ByReference
|3.2         |  | Amended and Restated Bylaws of the Company (2)                                                                                     |  | Incorporated ByReference
|4.1         |  | Specimen Common Stock Certificate (3)                                                                                              |  | Incorporated ByReference
|4.2         |  | Securities Purchase Agreement dated as of October 13, 1998between the Company and the Purchasers (4)                               |  | Incorporated ByReference
|4.3         |  | Non-Statutory Stock Option Agreement between the Company and1204 Harmon Partnership dated as of June 1, 1998 (5)                   |  | Incorporated ByReference
|4.4         |  | Form of stock purchase warrant dated as of October 31, 1997 (6)                                                                    |  | Incorporated ByReference
|10.1        |  | Credit Agreement dated as of September 27, 1999 (7)                                                                                |  | Incorporated ByReference
|10.2        |  | First Amendment to Credit Agreement dated as of October 21, 1999 (8)                                                               |  | Incorporated ByReference
|10.3        |  | Second Amendment to Credit Agreement dated as of December 24, 1999 (9)                                                             |  | Incorporated ByReference
|10.4        |  | Third Amendment to Credit Agreement dated as of March 3, 2000 (10)                                                                 |  | Incorporated ByReference
|10.5        |  | Amendment No.1 to Amended and Restated Employment Agreement dated September 20, 2000 between the Company and Joseph P. Micatrotto. |  | Electronic Transmission 
|27.1        |  | Financial Data Schedule for the quarter ended September 24, 2000                                                                   |  | Electronic Transmission 





(b) Valuation and Qualifying Accounts:

None

(c) Reports on Form 8-K

No reports on Form 8-K were filed during the fiscal quarter ended September 24, 2000.



SIGNATURES

Pursuant to the requirements 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.

BUCA, Inc.(Registrant)

|Date: November 8, 2000 | by: | /s/ Joseph P. MicatrottoJoseph P. Micatrotto,Chairman, President and ChiefExecutive Officer(Principal Executive Officer)
|---------------------- | --- | ------------------------------------------------------------------------------------------------------------------------
|                       |     |                                                                                                                         
|Date: November 8, 2000 | by: | /s/ Greg A. GadelGreg A. GadelChief Financial Officer, Secretary and Treasurer(Principal Financial Accounting Officer)