UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    FORM 10-Q



(Mark One)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934.

For the quarter ended December 28, 1996

                                       OR

     [ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934.


For the transition period from __________ to __________


Commission file number 0-17229


                            DAKA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                              04-3024178
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


One Corporate Place, 55 Ferncroft Road, Danvers, MA                        01923
(Address of principal executive offices)                              (Zip Code)


                                 (508) 774-9115
              (Registrant's telephone number, including area code)


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



Number of shares of Common  Stock,  $.01 par value,  outstanding  at February 6,
1997: 11,129,058.


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                            DAKA INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                                          December 28,      June 29,
                                                                                                              1996            1996
                                                                                                             ------          ------
                                                                                                           (Unaudited)
<S>                                                                                                         <C>             <C>
ASSETS:
Current assets:
   Cash and cash equivalents .......................................................................        $ 13,449        $ 11,708
   Accounts receivable, net ........................................................................          47,704          36,699
   Inventories .....................................................................................          11,000          10,119
   Prepaid expenses and other current assets .......................................................           8,456           5,265
                                                                                                            --------        --------
     Total current assets ..........................................................................          80,609          63,791
                                                                                                            --------        --------

Property and equipment, net ........................................................................         128,128         124,563
Investments in, and advances to, affiliates ........................................................           5,000           5,000
Other assets, net ..................................................................................          34,206          32,717
Deferred income taxes ..............................................................................           5,486           5,486
                                                                                                            --------        --------
                                                                                                            $253,429        $231,557
                                                                                                            ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable ................................................................................        $ 27,414        $ 17,772
   Accrued expenses ................................................................................          15,570          15,110
   Current portion of long-term debt ...............................................................          23,545           1,507
   Deferred income taxes ...........................................................................             787             787
                                                                                                            --------        --------
     Total current liabilities .....................................................................          67,316          35,176
                                                                                                            --------        --------

Long-term debt .....................................................................................          95,558          98,355
Other long-term liabilities ........................................................................          12,606          12,978
Minority interests .................................................................................           1,098           2,181

Commitments and contingencies (Note 3)

Stockholders' equity:
Series A Preferred Stock, $.01 par value, $100 liquidation preference; 1,000,000
   shares authorized; 11,912 shares issued and
   outstanding at December 28, 1996 and June 29, 1996 ..............................................            --              --
Common Stock, $.01 par value; 30,000,000 shares authorized;
   11,129,058 and 11,120,900 shares issued and outstanding at
   December 28, 1996 and June 29, 1996, respectively ...............................................             111             111
Capital in excess of par value .....................................................................          71,947          71,907
Retained earnings ..................................................................................           4,793          10,849
                                                                                                            --------        --------
     Total stockholders' equity ....................................................................          76,851          82,867
                                                                                                            --------        --------
                                                                                                            $253,429        $231,557
                                                                                                            ========        ========
</TABLE>

See notes to unaudited condensed consolidated financial statements.


<PAGE>


                            DAKA INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               Quarters Ended                 Six Months Ended
                                                                               --------------                 ----------------
                                                                          December        December        December        December
                                                                          28, 1996        30, 1995        28, 1996        30, 1995
                                                                         ----------      ----------      ----------       ---------
<S>                                                                       <C>             <C>             <C>             <C>
Revenues:
   Sales ...........................................................      $ 104,597       $ 103,834       $ 194,817       $ 194,084
   Management and other fees .......................................          2,736           4,366           5,053           7,599
                                                                          ---------       ---------       ---------       ---------
                                                                            107,333         108,200         199,870         201,683
                                                                          ---------       ---------       ---------       ---------

Costs and expenses:
   Cost of sales and operating expenses ............................         89,242          87,011         170,389         162,466
   Selling, general and administrative expenses ....................         12,010           9,627          22,880          18,757
   Depreciation and amortization ...................................          5,561           4,222          10,941           8,141
                                                                          ---------       ---------       ---------       ---------
                                                                            106,813         100,860         204,210         189,364
                                                                          ---------       ---------       ---------       ---------

Income (loss) from operations ......................................            520           7,340          (4,340)         12,319
Other income (expense):
   Interest expense ................................................          3,110           1,440           5,183           2,861
   Interest income .................................................            (92)            (96)           (205)           (200)
                                                                          ---------       ---------       ---------       ---------
Income (loss) before income taxes and minority interests
                                                                             (2,498)          5,996          (9,318)          9,658
Income tax expense (benefit) .......................................           (865)          2,357          (3,243)          3,737
Minority interests .................................................            (27)           (177)            (53)           (150)
                                                                          ---------       ---------       ---------       ---------
Net income (loss) ..................................................         (1,606)          3,816          (6,022)          6,071
Preferred Stock dividend                                                         48            --                48            --
                                                                          ---------       ---------       ---------       ---------
Net income (loss) available for Common Stockholders ................      $  (1,654)      $   3,816       $  (6,070)      $   6,071
                                                                          =========       =========       =========       =========

Earnings (loss)  per share:
   Primary .........................................................      $   (0.15)      $    0.38       $   (0.55)      $    0.66
   Fully diluted ...................................................      $   (0.15)      $    0.35       $   (0.55)      $    0.57
</TABLE>

See notes to unaudited condensed consolidated financial statements.


<PAGE>


                            DAKA INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            Six months ended December 28, 1996 and December 30, 1995
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  December      December
                                                                                                  28, 1996      30, 1995
                                                                                                 ----------    ----------
<S>                                                                                              <C>           <C>
Cash flows from operating activities:
Net income (loss) ..........................................................................     $ (6,022)     $  6,071
Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
   Depreciation and amortization ...........................................................       11,290         8,268
   Loss on sale of property and equipment ..................................................         --             793
   Minority interests ......................................................................          (53)         (150)
Change in assets and liabilities:
   Accounts receivable .....................................................................      (11,005)      (15,927)
   Inventories .............................................................................         (881)       (1,133)
   Other assets ............................................................................       (5,154)       (4,057)
   Accounts payable and accrued expenses ...................................................       10,102         2,000
   Other long-term liabilities .............................................................         (372)          878
                                                                                                 --------      --------
     Net cash used in operating activities .................................................       (2,095)       (3,257)
                                                                                                 --------      --------
Cash flows from investing activities:
Purchase of property and equipment .........................................................      (21,067)      (31,315)
Proceeds from sale of property and equipment ...............................................          488            90
Investments in, and advances to, affiliates ................................................         --             (98)
Sale of marketable securities ..............................................................         --             172
Purchase of ServiceMaster limited partnership interest .....................................       (2,538)         --
                                                                                                 --------      --------
     Net cash used in investing activities: ................................................      (23,117)      (31,151)
                                                                                                 --------      --------
Cash flows from financing activities:
Increase in line-of-credit .................................................................       19,150        25,200
Proceeds from credit facilities ............................................................         --             854
Repayment of long-term debt ................................................................       (1,035)         (536)
Proceeds from sale-leaseback facility ......................................................        8,832         8,250
Other, net .................................................................................            6           863
                                                                                                 --------      --------
     Net cash provided by financing activities .............................................       26,953        34,631
                                                                                                 --------      --------

Net increase  in cash and cash equivalents .................................................        1,741           223

Cash and cash equivalents, beginning of period .............................................       11,708        10,538
                                                                                                 --------      --------
Cash and cash equivalents, end of period ...................................................     $ 13,449      $ 10,761
                                                                                                 ========      ========

Supplemental cash flow disclosures:
Interest paid ..............................................................................     $  4,299      $  2,617
Income taxes (received) paid ...............................................................     $ (1,543)     $  4,271
</TABLE>

During the six months ended  December 28, 1996 and December 30, 1995 the Company
acquired certain  equipment by entering into capital leases  aggregating  $1,156
and $326, respectively.

See notes to unaudited condensed consolidated financial statements.

<PAGE>



                            DAKA INTERNATIONAL, INC.
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                 FINANCIAL STATEMENTS Six months ended December
                         28, 1996 and December 30, 1995
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

1.  Summary of Significant Accounting Policies

The accompanying  unaudited condensed  consolidated financial statements include
the  accounts  of  DAKA   International,   Inc.   and  its   majority-controlled
subsidiaries   ("DAKA"  or  the  "Company")   including  Daka,  Inc.   ("Daka"),
Fuddruckers,  Inc.  ("Fuddruckers"),   Champps  Entertainment,  Inc.  ("CEI"  or
"Champps"),  The Great Bagel and Coffee  Company  ("Great Bagel and Coffee") and
Americana Dining Corp.  ("ADC").  The  accompanying  December 30, 1995 unaudited
condensed  consolidated  financial  statements have been restated to reflect the
business  combinations  accounted  for  as   poolings-of-interests   more  fully
described in Note 2. Significant  intercompany  balances and  transactions  have
been eliminated in consolidation.

The Company is a diversified  restaurant  company  serving  customers  through a
variety of channels. The Company's Fuddruckers and Champps subsidiaries (CEI and
ADC) operate in casual and upscale restaurant settings, respectively, throughout
the United States and in Canada,  Australia  and the Middle East.  The Company's
Great Bagel and Coffee subsidiary  primarily serves coffee,  bagels and sandwich
items in a cafe setting in western  locations of the United  States.  Restaurant
operations  are conducted  through  Company-owned  and  franchised  stores.  The
Company's  Daka  subsidiary  is  a  leading  contract   foodservice   management
corporation operating throughout the United States.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  include all  adjustments,  consisting of normal recurring
adjustments,  necessary  for the fair  presentation  of  financial  position and
results  of  operations.   The  accompanying  unaudited  condensed  consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K for the fiscal year ended June 29, 1996. The unaudited consolidated
results of operations for the quarter and six months ended December 28, 1996 and
December 30, 1995 are not  necessarily  indicative  of the results that could be
expected for a full year.

Fiscal Year

The Company's  fiscal year ends on the Saturday closest to June 30. For purposes
of these notes to the  consolidated  financial  statements,  the quarter and six
months ended December 28, 1996 and December 30, 1995 are referred to as 1997 and
1996, respectively.

Classifications

Certain   reclassifications  have  been  made  to  the  prior  year's  financial
statements in order to conform to the 1997 presentation.  Such reclassifications
had no effect on previously reported results of operations.

Significant Estimates

In the process of preparing its financial statements,  the Company estimates the
appropriate  carrying  value of  certain  assets and  liabilities  which are not
readily  apparent  from other  sources.  The primary  estimates  underlying  the
Company's  financial  statements  include  allowances for potential bad debts on
accounts and notes receivable, the useful lives and recoverability of its assets
such as property  and  intangibles,  fair values of financial  instruments,  the
realizable  value of its tax assets and accruals for health  insurance and other
matters.  Management  bases its  estimates  on certain  assumptions,  which they
believe are  reasonable  in the  circumstances,  and while actual  results could
differ from those  estimates,  management  does not  believe  that any change in
those assumptions in the near term would have a material effect on the Company's
financial position or the results of operations.


<PAGE>


Earnings (Loss) Per Share

Primary earnings (loss) per share are computed using the weighted average number
of  common  and  common   equivalent  shares  (dilutive  options  and  warrants)
outstanding.  The  calculation of fully diluted  earnings per share includes the
shares  issuable  upon  conversion  of the  Preferred  Stock  which  amounted to
approximately 264,700 shares in 1996, and the shares issuable upon conversion of
the 7% Convertible  Subordinated Notes (the "Notes") which amounted to 1,003,750
in 1996.  Fully diluted  earnings per share assumes that the Preferred Stock and
Notes were  converted  into Common Stock as of the beginning of the fiscal year,
unless they are  anti-dilutive,  and reflect the elimination of interest expense
related to the Notes, net of the related income tax effect,  and the elimination
of dividends related to the Preferred Stock.

The weighted average number of shares used in the computation of earnings (loss)
per share for 1997 and 1996 are as follows:

                             Quarters Ended                 Six Months Ended
                             --------------                 ----------------
                         December       December       December        December
                         28, 1996       30, 1995       28, 1996        30, 1995
                        ----------     ----------     ----------       ---------

Primary ............... 11,129,058      9,916,136     11,126,536       9,135,627
Fully diluted ......... 11,129,058     11,362,202     11,126,536      11,319,927

Accounting Pronouncements Not Yet Adopted

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation,"  which will be effective for the Company beginning June 30, 1996.
SFAS  No.  123  requires  expanded   disclosures  of  stock-based   compensation
arrangements  with employees and encourages (but does not require)  compensation
cost to be measured  based on the fair value of the equity  instrument  awarded.
Companies are permitted, however, to continue to apply APB Opinion No. 25, which
recognizes  compensation  cost  based  on the  intrinsic  value  of  the  equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to its
stock-based  compensation awards to employees and will disclose the required pro
forma effect on results from operations and earnings per share.

2.  Merger  with  Champps  Entertainment,  Inc.  and The Great  Bagel and Coffee
    Company

In February 1996,  CEI  Acquisition,  Corp., a wholly-owned  subsidiary of DAKA,
merged with Champps whereupon Champps became a wholly-owned  subsidiary of DAKA.
In April 1996,  the Company also merged with The Great Bagel and Coffee  Company
("Great  Bagel  and  Coffee")   whereupon   Great  Bagel  and  Coffee  became  a
wholly-owned subsidiary of DAKA (collectively the "Mergers").

The Mergers have been accounted for as  poolings-of-interests  and, accordingly,
the  Company's  previously  issued  condensed  financial  statements  have  been
restated to include  the  accounts of Champps and Great Bagel and Coffee for all
periods presented.


<PAGE>



3.  Commitments and Contingencies

Leases

In January,  1997, Fuddruckers obtained a commitment for a $7,500 sale-leaseback
financing  facility from  Franchise  Finance  Corporation  of America  ("FFCA").
Pursuant to the terms of the facility,  Fuddruckers may sell and lease back from
FFCA up to six Fuddruckers  restaurants to be constructed,  in which Fuddruckers
has an ownership interest in the real estate and pay a commitment fee of 1.5% of
the sale price of each property  sold to FFCA.  The sale price is limited to the
lesser of 80% of the fair market  value of the  property  or $1,250.  The unused
commitment  expires on January 30, 1998.  The leases provide for a fixed minimum
rent plus  additional  rent based on a  percentage  of sales and  provide for an
initial lease term of 20 years with two 5-year  renewal  options  exercisable at
the option of Fuddruckers.  The terms and conditions of the  sale-leaseback  are
such that they do not meet the  criteria for  treatment as capital  leases under
SFAS No. 13 - "Accounting for Leases."

Put/Call Agreement

In fiscal 1995, Daka,  through a newly formed 80.01% owned limited  partnership,
Daka Restaurants,  L.P. ("DRLP"),  acquired certain educational  foodservice and
corporate  dining  contracts  from   ServiceMaster   Management   Services  L.P.
("SMMSLP").

In connection  with the acquisition by DRLP, the Company and SMMSLP entered into
a Put/Call  Agreement  whereby  SMMSLP was  permitted  to require the Company to
purchase its 19.99%  limited  partnership  interest in DRLP  anytime  during the
ten-year term of the partnership for a purchase price equal to $2,600,  adjusted
for SMMSLP's portion of any net undistributed  earnings/losses  of DRLP. On July
13, 1996,  SMMSLP  exercised  its Put right  pursuant to the  provisions  of the
Put/Call  Agreement.  In October 1996, the Company paid $2,538 to SMMSLP for its
19.99% limited partnership interest in DRLP.

Litigation

On October 18,  1996, a purported  class action  lawsuit was filed in the United
States District Court for the District of Massachusetts on behalf of persons who
acquired the  Company's  stock  between  October 30, 1995 and  September 9, 1996
(Venturino et al. V. DAKA  International,  Inc. And William H. Baumhauer,  Civil
Action No. 96-12109-GAO).  The complaint alleges violations of federal and state
securities  laws  by,  among  other  things,  allegedly  misrepresenting  and/or
omitting   material   information   concerning  the  results  and  prospects  of
Fuddruckers  during that period and seeks  compensatory  damages and  reasonable
costs and expenses,  including  counsel fees.  Counsel for the  plaintiffs  have
informed  the Company  that they intend to amend the  complaint  and the parties
have agreed to extend the time to answer or otherwise  respond to the  complaint
until 45 days  after  receipt  of an amended  complaint.  Based on the  original
complaint,  the Company  believes  that the case is without merit and intends to
defend itself vigorously.  The Company has not yet received the proposed amended
complaint and therefore  cannot  comment on how the plaintiffs  allegations  may
change.

The  Company is also  engaged  in various  other  legal  actions  arising in the
ordinary course of business. The Company believes,  based upon consultation with
legal counsel, that the ultimate outcome will not have a material adverse effect
on the Company's financial condition, results of operations or liquidity.

Letters of Credit

As of December 28, 1996, the Company has approximately $5 million of outstanding
letters of  credit.  The  outstanding  letters  of credit  reduce the  Company's
borrowing  capacity under its  line-of-credit  agreement (see Note 4 of Notes to
Unaudited Condensed Consolidated Financial Statements).


<PAGE>



4.  Debt

On October 15, 1996, the Company amended its revolving  line-of-credit agreement
(the "October Agreement"), principally to decrease the Company's borrowing limit
from $150 million to $125 million,  change the maturity date to October 1, 1997,
restrict  restaurant  expansion and capital  expenditures and amend certain loan
covenants.  Borrowing  rates were increased to a 3% margin and a 1.75% margin on
fixed basis and variable basis borrowings,  respectively, and the commitment fee
increased to .50% per annum on the unused portion.

At December 28,  1996,  the Company was not in  compliance  with the net income,
debt  service,  minimum  tangible  net worth,  fixed charge  coverage,  interest
coverage and capital  expenditure  covenants.  On February 7, 1997,  the Company
obtained a waiver of  noncompliance  related to such  covenants from its lenders
and  renegotiated  certain terms and  conditions of the October  Agreement  (the
"February  Agreement").  Under the February  Agreement,  the Company's borrowing
limit was reduced to $115 million,  the maturity date was extended to January 2,
1998,  and its loan  covenants  amended.  The  February  Agreement  requires the
Company to repay principal balances as follows:

      Date                                            Amount
      ----                                            ------
      May 31, 1997                               $  5.0 million
      June 30, 1997                                10.0 million
      July 31, 1997                                 0.5 million
      August 31, 1997                               0.5 million
      September 30, 1997                            0.5 million
      October 31, 1997                              1.0 million
      November 30, 1997                             2.5 million
      December 31, 1997                             5.0 million
                                                 --------------
                                                 $ 25.0 million
                                                 ==============

Accordingly, the Company has classified approximately $22 million of outstanding
borrowings  as current in the balance sheet as of December 28, 1996. At December
28, 1996, the Company had available  borrowings under the February  Agreement of
approximately $2.9 million.



<PAGE>


5.  Segment Information

The Company  operates in the  contract  foodservice  management  and  restaurant
industries.  The table below  presents  selected  results of operations  for the
Company's  businesses for the quarter and six months ended December 28, 1996 and
December 30, 1995, respectively.

<TABLE>
<CAPTION>
                                                                                      Quarters Ended             Six Months Ended
                                                                                      --------------             ----------------
                                                                                  December      December      December     December
                                                                                  28, 1996      30, 1995      28, 1996     30, 1995
                                                                                  --------      --------      --------     --------
<S>                                                                               <C>           <C>           <C>          <C>
Revenues:
   Sales from profit and loss contracts ....................................      $ 56,041      $ 61,266      $ 96,690     $110,104
   Management and other fees ...............................................         1,429         1,512         2,382        2,582
   Restaurant sales - Fuddruckers ..........................................        33,175        31,202        68,120       64,730
   Franchising income - Fuddruckers ........................................           948         2,609         1,855        4,581
   Restaurant sales - Champps ..............................................        14,067        10,728        27,547       18,021
   Franchising income - Champps ............................................           148           157           265          264
   Unit sales - Specialty Concepts .........................................         1,314           638         2,460        1,229
   Franchising income - Specialty Concepts                                             211            88           551          172
                                                                                  --------      --------      --------     --------
     Total revenues ........................................................      $107,333      $108,200      $199,870     $201,683
                                                                                  ========      ========      ========     ========
Foodservice:
   Sales from profit and loss contracts ....................................      $ 56,041      $ 61,266      $ 96,690     $110,104
   Operating expenses:
     Labor costs ...........................................................        18,035        19,619        32,785       36,253
     Product costs .........................................................        20,787        22,795        35,920       40,011
     Other operating expenses ..............................................         7,404         8,416        14,170       16,033
     Depreciation and amortization .........................................         1,429         1,384         2,727        2,673
                                                                                  --------      --------      --------     --------
   Income from profit and loss contracts ...................................         8,386         9,052        11,088       15,134
   Management and other fees ...............................................         1,429         1,512         2,382        2,582
                                                                                  --------      --------      --------     --------
   Income from foodservice operations ......................................         9,815        10,564        13,470       17,716
                                                                                  --------      --------      --------     --------
Fuddruckers:
   Sales from restaurant operations ........................................        33,175        31,202        68,120       64,730
   Operating expenses:
     Labor costs ...........................................................        10,195         8,976        21,024       18,240
     Product costs .........................................................         9,168         8,837        19,093       18,128
     Other operating expenses ..............................................        10,626         8,790        21,403       17,736
     Depreciation and amortization .........................................         2,390         1,762         4,701        3,649
                                                                                  --------      --------      --------     --------
   Income from restaurant operations .......................................           796         2,837         1,899        6,977
   Franchising income - Fuddruckers ........................................           948         2,609         1,855        4,581
                                                                                  --------      --------      --------     --------
                                                                                                                         
   Income from restaurant and franchising operations .......................         1,744         5,446         3,754       11,558
                                                                                  --------      --------      --------     --------
Champps:
   Sales from restaurant operations ........................................        14,067        10,728        27,547       18,021
   Operating expenses:
     Labor costs ...........................................................         4,536         3,660         9,098        5,914
     Product costs .........................................................         4,012         3,094         7,992        5,158
     Other operating expenses ..............................................         3,287         2,339         6,461        4,046
     Depreciation and amortization .........................................         1,095           828         2,325        1,367
                                                                                  --------      --------      --------     --------
   Income from restaurant operations .......................................         1,137           807         1,671        1,536
   Franchising income - Champps                                                        148           157           265          264
                                                                                  --------      --------      --------     --------
   Income from restaurant and franchising operations .......................         1,285           964         1,936        1,800
                                                                                  --------      --------      --------     --------


<PAGE>


Specialty Concepts:
   Sales from unit operations ......................................                 1,314           638         2,460        1,229
   Operating expenses:
     Labor costs ...................................................                   567           136         1,057          266
     Product costs .................................................                   278           261           708          519
     Other operating expenses ......................................                   347            88           678          162
     Depreciation and amortization .................................                   167            29           285           50
                                                                                  --------       -------       -------      -------
  Income (loss) from unit operations ...............................                   (45)          124          (268)         232
   Franchising income - Specialty Concepts .........................                   211            88           551          172
                                                                                  --------       -------       -------      -------
   Income from unit and franchising operations .....................                   166           212           283          404
                                                                                  --------       -------       -------      -------
Income from operations before selling,
  general and administrative expenses ..............................                13,010        17,186        19,443       31,478
                                                                                  --------      --------      --------     --------

Selling, general and administrative expenses (1):
   Foodservice .....................................................                 2,093         2,027         4,186        4,310
   Fuddruckers .....................................................                 4,160         3,280         7,244        6,115
   Champps .........................................................                   851           978         1,881        1,733
   Specialty Concepts ..............................................                   596           110         1,221          180
   Corporate .......................................................                 4,790         3,451         9,251        6,821
                                                                                  --------      --------      --------       -------
     Total .........................................................                12,490         9,846        23,783       19,159
                                                                                  --------      --------      --------       -------

Operating income (loss) ............................................                   520         7,340        (4,340)      12,319

Interest expense ...................................................                 3,110         1,440         5,183        2,861
Interest income ....................................................                   (92)          (96)         (205)        (200)
                                                                                  --------      --------      --------     --------
Income (loss) before income taxes and minority interests
                                                                                    (2,498)        5,996        (9,318)       9,658
Income tax expense (benefit) .......................................                  (865)        2,357        (3,243)       3,737
Minority interests .................................................                   (27)         (177)          (53)        (150)
                                                                                  --------      --------      --------     --------
Net income (loss) ..................................................                (1,606)        3,816        (6,022)       6,071
Preferred Stock dividend ...........................................                    48          --              48         --
                                                                                  --------      --------      --------     --------
Net income (loss) available for common
  stockholders .....................................................              $ (1,654)     $  3,816      $ (6,070)    $  6,071
                                                                                  ========      ========      ========     ========
</TABLE>

(1)  Includes depreciation expense of $480, $219, $903 and $402 for the quarters
     and six months ended December 28, 1996 and December 30, 1995, respectively.

<PAGE>


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

                              RESULTS OF OPERATIONS

Certain Factors Affecting Future Operating Results

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Such  statements  involve  certain risks and  uncertainties  that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements including uncertainties regarding the effectiveness of initiatives to
lower selling,  general and  administrative  expenses and to improve  operations
within the core  businesses.  Certain  factors which may cause such a difference
include,  but are not  limited  to,  the  following:  the  impact  of  increased
competition in the bidding process for foodservice contracts against competitors
with  significant   financial  resources  and  market  share;  the  exercise  by
foodservice  clients  of their  right to  terminate  contracts  which  typically
provide for  termination  upon 30 to 60 days  notice;  the impact of  increasing
competition  in the casual and upscale  casual dining  segment of the restaurant
industry;  changes in general economic conditions which impact consumer spending
for  restaurant  occasions;   adverse  weather  conditions;   competition  among
restaurant  companies for attractive sites and unforeseen  events which increase
the cost to develop and/or delay the development and opening of new restaurants;
increases in the cost of product, labor and other resources necessary to operate
both the restaurants and the foodservice facilities;  unforeseen difficulties in
integrating  acquired  businesses;  the amount and rate of growth of general and
administrative  expenses  associated  with  building  a  strengthened  corporate
infrastructure  to support  operations;  the availability and terms of financing
for the Company and any changes to that financing; the revaluation of any of the
Company's assets (and related expenses);  and the amount of, and any changes to,
tax rates.

Summary

The Company  recorded a net loss for the quarter  ended  December 28,  1996,  of
$(1.6) million, or $(0.15) per share,  compared with net income of $3.8 million,
or $0.35 per share,  for the same period last year.  The Company also reported a
net loss of $(6.0)  million,  or $(0.55) per share,  for the first six months of
fiscal 1997 compared  with net income of $6.1 million,  or $0.57 per share (on a
fully diluted basis), for the first six months of fiscal 1996.

Total revenues for the quarter and six months ended December 28, 1996, decreased
approximately 1.0% to $107.3 million and $199.9 million, respectively,  compared
with $108.2 million and $201.7 million,  respectively,  in the same periods last
year.

Operating  margins  for the  quarter  and the first six  months of fiscal  1997,
compared  with the prior  year,  were  primarily  impacted by lower sales in the
foodservice  segment,  continued declines in comparable  restaurant sales in the
Fuddruckers segment,  lower Fuddruckers franchise revenues,  and higher selling,
general and administrative expenses.

The results of the prior year second  quarter and six months  results  have been
restated to reflect the Company's  merger with Champps  Entertainment,  Inc. and
The  Great   Bagel  and   Coffee   Company,   which   were   accounted   for  as
poolings-of-interests.

At December 28,  1996,  the Company was not in  compliance  with its net income,
debt service,  minimum  tangible net worth,  fixed charge  coverage and interest
coverage  covenants.  On  February  7, 1997,  the  Company  obtained a waiver of
noncompliance  related  to such  covenants  from its  lender,  and  renegotiated
certain  terms and  conditions  of its  existing  line-of-credit  facility  (see
Financial  Condition and  Liquidity  and Note 4 of Notes to Unaudited  Condensed
Consolidated Financial Statements). The Company expects that compliance with its
existing loan  agreement will be maintained  during the remaining  terms of such
agreement.




<PAGE>



Selling, General and Administrative Expenses

Selling,  general  and  administrative  expenses  increased  approximately  $2.6
million and $4.6 million to $12.5  million and $23.8 million for the quarter and
six months ended  December 28, 1996,  respectively.  These  increases  primarily
reflect the impact of costs  associated with the terminated  venture with Kmart,
increased marketing costs for Fuddruckers,  higher overhead, including severance
costs,  associated with the Specialty Concepts segment and ongoing investment in
divisional   infrastructures.   Higher   depreciation  and  amortization   costs
associated with the Company's  continued  investment in new information  systems
have  also  contributed  to  the  overall  increase  in  selling,   general  and
administrative  expenses in fiscal  1997.  Selling,  general and  administrative
expenses  expressed as a percentage of managed  volume,  which includes  managed
volume  in  the  foodservice   business  as  well  as  sales  at   Company-owned
Fuddruckers,  Champps and Specialty  Concepts  locations,  increased to 9.3% and
9.8% for the quarter  and six months  ended  December  28,  1996,  respectively,
compared with 7.3% and 7.8% for the same periods last year. The Company  expects
to lower the level of selling,  general  and  administrative  expenses  over the
balance of fiscal 1997 as its near-term  expansion  plans have moderated and the
effect of certain events described herein are not expected to continue to impact
operations.

Interest Expense

Interest expense increased  approximately  $1.7 million and $2.3 million to $3.1
million and $5.2 million  during the quarter and six months  ended  December 28,
1996,  respectively,  compared  with $1.4  million and $2.9  million a year ago.
These  increases  reflect  higher  levels of  borrowings in the current year and
higher  borrowing  rates and costs  associated  with the Company's  October 1996
amended and restated credit agreement.  The Company has used the  line-of-credit
to finance capital  expenditures  and working capital  requirements  for new and
existing Company-owned restaurants,  foodservice client facilities and corporate
infrastructure.

Income Taxes

The Company's effective tax benefit rate was approximately 35.0% for the quarter
and six months ended  December 28, 1996,  compared with an effective tax expense
rate of  approximately  39.0% for the comparable  periods last year. The current
year tax rate primarily reflects the impact of certain state tax losses incurred
by the Company on which the Company has established a valuation allowance.

Earnings (Loss) Per Share

Primary and fully diluted  earnings per share  decreased  significantly  for the
quarter and six months ended  December 28, 1996  compared  with the same periods
last year.  The  decrease in primary and fully  diluted  earnings  per share was
attributable to the significant losses incurred in fiscal 1997.


<PAGE>



The following tables set forth,  for the periods  presented,  certain  financial
information  for  the  Company's  business  segments.  For  further  information
relating  to  the  businesses,  see  Note  5 of  Notes  to  Unaudited  Condensed
Consolidated Financial Statements.

Foodservice
<TABLE>
<CAPTION>
                                                   Quarters Ended              Six Months Ended
                                                   --------------              ----------------
                                                December      December      December       December
                                                28, 1996      30, 1995      28, 1996       30, 1995
                                               ---------     ---------     ---------      ---------
<S>                                            <C>           <C>           <C>            <C>
Managed volume:
   Management fee contracts ..............     $  29,552     $  30,760     $  48,851     $  52,131
   Profit and loss contracts .............        56,041        61,266        96,690       110,104
                                               ---------     ---------     ---------     ---------
     Total managed volume ................     $  85,593     $  92,026     $ 145,541     $ 162,235
                                               =========     =========     =========     =========

Sales from profit and loss contracts .....         100.0%        100.0%        100.0%        100.0%
Operating expenses:
   Labor costs ...........................         (32.2)        (32.0)        (33.9)        (32.9)
   Product costs .........................         (37.1)        (37.2)        (37.1)        (36.4)
   Other operating expenses ..............         (13.2)        (13.7)        (14.7)        (14.6)
   Depreciation and amortization .........          (2.5)         (2.3)         (2.8)         (2.4)
                                               ---------     ---------     ---------     ---------
Income from profit and loss contracts ....          15.0%         14.8%         11.5%         13.7%
                                               =========     =========     =========     =========

Income from profit and loss contracts ....     $   8,386     $   9,052     $  11,088     $  15,134
Management  and other fees ...............         1,429         1,512         2,382         2,582
                                               ---------     ---------     ---------     ---------
Income  from  foodservice operations .....     $   9,815     $  10,564     $  13,470     $  17,716
                                               =========     =========     =========     =========
</TABLE>

Daka conducts its operations on the basis of two types of foodservice  contracts
with its clients.  The first type is a management fee contract pursuant to which
a client  pays  Daka a  negotiated  fee for  overseeing  and  administering  its
foodservice  operations and reimburses  Daka for all costs incurred in providing
such service.  Management fee contracts are prevalent where companies  subsidize
foodservice as part of the benefits  provided to employees and in elementary and
secondary  schools.  The second type of  contract is a profit and loss  contract
whereby Daka assumes the risk of profit or loss from the foodservice operations.
While Daka manages the total sales volume  attributable  to both contract types,
generally accepted  accounting  principles require that Daka recognize sales and
expenses  from profit and loss  contracts,  but only the  management  fee amount
derived from  management  fee contracts as earned.  Consequently,  Daka does not
recognize  sales and  related  costs of sales  with  respect to  management  fee
contracts.

Managed volume in the foodservice segment decreased  approximately $6.4 million,
or 7.0%, to $85.6 million for the quarter ended  December 28, 1996 compared with
$92.0  million  in the  comparable  quarter of 1996.  For the six  months  ended
December 28, 1996,  managed volume  decreased  approximately  $16.7 million,  or
10.3%,  to $145.5 million  compared with $162.2 million in 1996. The decrease in
managed volume reflects the impact of no foodservice acquisitions by the Company
in fiscal 1996 or fiscal 1997 and a lower contract retention rate experienced in
fiscal 1996 offset, in part, by improved retention rates in the first six months
of fiscal 1997 and higher location foodservice sales volumes.

Income  from  foodservice  operations  decreased  7.1% to $9.8  million  for the
quarter ended December 28, 1996 as compared with $10.6 million in the comparable
quarter of 1996.  Operating  margins as a  percentage  of sales  increased  0.2%
resulting  from lower  operating  expenses  offset,  in part,  by higher  labor,
depreciation and amortization expenses expressed as a percentage of sales in the
second  quarter.  Income from  foodservice  operations  for the six months ended
December 28, 1996 decreased  24.0% to $13.5 million  compared with $17.7 million
for the comparable period last year.  Operating margins as a percentage of sales
for the first six months of fiscal 1997 decreased 2.2% primarily  reflecting the
impact of higher labor and product  costs  experienced  in the first  quarter of
fiscal 1997.


<PAGE>

Fuddruckers
<TABLE>
<CAPTION>
                                                         Quarters Ended           Six Months Ended
                                                         --------------           ----------------
                                                     December      December     December      December
                                                     28, 1996      30, 1995     28, 1996      30, 1995
                                                    ---------     ---------     ---------     ---------
<S>                                                 <C>           <C>           <C>           <C>      
Restaurant sales ................................   $  33,175     $  31,202     $  68,120     $  64,730
                                                    =========     =========     =========     =========

Sales from Fuddruckers-owned restaurants ........       100.0%        100.0%        100.0%        100.0%
Operating expenses:
   Labor costs ..................................       (30.7)        (28.8)        (30.9)        (28.2)
   Product costs ................................       (27.7)        (28.3)        (28.0)        (28.0)
   Other operating expenses .....................       (32.0)        (28.2)        (31.4)        (27.4)
   Depreciation and amortization ................        (7.2)         (5.6)         (6.9)         (5.6)
Income from restaurant operations ...............         2.4%          9.1%          2.8%         10.8%
                                                    =========     =========     =========     =========

Income from restaurant operations ...............   $     796    $    2,837    $    1,899    $    6,977
Franchising income ..............................                     2,609         1,855         4,581

                                                                                                    948
Income from restaurant and franchising operations   $   1,744    $    5,446    $    3,754     $  11,558
                                                    =========     =========     =========     =========

Number of restaurants (end of period):
   Fuddruckers-owned                                                                  121           102
   Franchised                                                                          78            76
                                                                                ---------     ---------
     Total restaurants                                                                199           178
                                                                                =========     =========
</TABLE>

Sales in Fuddruckers-owned  restaurants increased approximately $2.0 million, or
6.3%,  to $33.2  million for the quarter  ended  December 28, 1996 compared with
$31.2 million for the  comparable  period last year. For the first six months of
fiscal 1997,  sales  increased  approximately  $3.4  million,  or 5.2%, to $68.1
million  compared with $64.7 million for the comparable  period last year. These
increases  reflect the net addition of 19 new  Fuddruckers-owned  restaurants in
the first six months of fiscal 1996 offset primarily by an 8.3% and 9.4% decline
in  comparable  restaurant  sales for the quarter and first six months of fiscal
1997,  respectively,  and lower per restaurant  average sales volumes within the
Fuddruckers segment compared to last year.

Income from restaurant  operations for the quarter decreased  approximately $2.0
million, or 71.9%, to $0.8 million compared with $2.8 million a year ago. Income
from operations for the first six months of fiscal 1997 decreased  approximately
$5.1 million,  or 72.8%, to $1.9 million  compared with $7.0 million a year ago.
Operating  margins  continue to be negatively  impacted by poor sales levels and
higher depreciation and amortization expenses associated with new store openings
offset,  in part,  by the  impact of new menu  changes  and a 3% price  increase
effective in early December, 1996.

Franchise income decreased  approximately  $1.7 million and $2.7 million for the
quarter and six months ended December 28, 1996,  respectively.  These  decreases
are primarily  related to slower  international  expansion by the Company in the
current year.  Royalty  income from  domestic  franchised  restaurants  remained
consistent  for the quarter and first six months of fiscal 1997 compared to last
year.


<PAGE>


Champps
<TABLE>
<CAPTION>
                                                         Quarters Ended            Six Months Ended
                                                         --------------            ----------------
                                                     December     December       December      December
                                                     28, 1996     30, 1995       28, 1996      30, 1995
                                                    ---------     ---------     ---------     ---------
<S>                                                 <C>           <C>           <C>           <C>      
Restaurant sales ................................   $  14,067     $  10,728     $  27,547     $  18,021
                                                    =========     =========     =========     =========

Sales from Champps-owned restaurants ............       100.0%        100.0%        100.0%        100.0%
Operating expenses:
   Labor costs ..................................       (32.2)        (34.1)        (33.0)        (32.8)
   Product costs ................................       (28.5)        (28.9)        (29.0)        (28.6)
   Other operating expenses .....................       (23.4)        (21.8)        (23.5)        (22.5)
   Depreciation and amortization ................        (7.8)         (7.7)         (8.4)         (7.6)
                                                    ---------     ---------     ---------     ---------
Income from restaurant operations ...............         8.1%          7.5%          6.1%          8.5%
                                                    =========     =========     =========     =========

Income from restaurant operations ...............  $    1,137     $     807     $   1,671     $   1,536
Franchising income ..............................         148           157           265           264
                                                    ---------     ---------     ---------     ---------
Income from restaurant and franchising
 operations .....................................  $    1,285     $     964     $   1,936     $   1,800
                                                    =========     =========     =========     =========
Number of restaurants (end of period):
   Champps-owned ................................                                      11             9
   Franchised ...................................                                      10             9
                                                                                ---------     ---------
     Total restaurants ..........................                                      21            18
                                                                                =========     =========
</TABLE>

Sales in Champps-owned  restaurants  increased  approximately  $3.3 million,  or
31.1%,  to $14.1 million for the quarter ended December 28, 1996,  compared with
$10.7  million a year  ago.  For the first  six  months  of fiscal  1997,  sales
increased  approximately $9.5 million,  or 52.9%, to $27.5 million compared with
$18.0  million a year ago.  These  increases  reflect  the  addition  of six new
Champps-owned  restaurants in fiscal 1996, one new  Champps-owned  restaurant in
the second quarter of fiscal 1997,  positive  quarterly  increases in comparable
restaurant  sales and higher per restaurant  average sales volumes for the first
six months of fiscal 1997.

Income from restaurant  operations for the quarter increased  approximately $0.3
million, or 40.9%, to $1.1 million compared with $0.8 million a year ago. Income
from operations for the first six months of fiscal 1997 increased  approximately
$0.2 million,  or 8.8%,  to $1.7 million  compared with $1.5 million a year ago.
Operating  margins have been  directly  impacted by the  increase in  comparable
restaurant sales and improved product and labor costs offset, in part, by higher
depreciation  and amortization  expenses  associated with new store openings and
pre-opening  costs.  Franchise  income  for the  quarter  and six  months  ended
December 28, 1996 remained consistent with last year.


<PAGE>


Specialty Concepts
<TABLE>
<CAPTION>
                                                      Quarters Ended               Six Months Ended
                                                      --------------               ----------------
                                                   December       December      December       December
                                                   28, 1996       30, 1995      28, 1996       30, 1995
                                                   --------       --------      --------       --------
<S>                                                <C>            <C>           <C>           <C>     
Unit sales ......................................  $  1,314       $    638      $  2,460      $  1,229
                                                   ========       ========      ========      ========

Sales from unit operations ......................     100.0%         100.0%        100.0%        100.0%
Operating expenses:
   Labor costs ..................................     (43.1)         (21.3)        (43.0)        (21.6)
   Product costs ................................     (21.2)         (40.9)        (28.8)        (42.2)
   Other operating expenses .....................     (26.4)         (13.8)        (27.5)        (13.2)
Depreciation and amortization ...................     (12.7)          (4.6)        (11.6)         (4.1)
                                                   --------       --------      --------      --------
Income from unit operations .....................      (3.4)%         19.4%        (10.9)%        18.9%
                                                   ========       ========      ========      ========

Income (loss) from unit operations .............   $    (45)      $    124      $   (268)     $    232
Franchising income .............................        211             88           551           172
                                                   --------       --------      --------      --------
Income from unit and franchising operations ....   $    166       $    212      $    283      $    404
                                                   ========       ========      ========      ========
</TABLE>

Sales in Specialty Concepts units increased  approximately $0.7 million and $1.2
million to $1.3  million  and $2.5  million  for the  quarter and the six months
ended  December  28,  1996,  respectively,  compared  with $0.6 million and $1.2
million for the  comparable  quarter and six months last year.  These  increases
reflect the  continued  expansion of operations  in  nontraditional  foodservice
venues.  Operating  results  within  the  Specialty  Concepts  segment  remained
unprofitable in fiscal 1997 due to higher operating costs in the Fudd Cafe units
and the  development  and  construction  of the Company's  "Leo's Deli" concept.
Prior year quarterly and six months results, which were immaterial for reporting
purposes in fiscal 1996, except for Great Bagel and Coffee, were combined within
the  foodservice  and Fuddruckers  operations.  At December 28, 1996,  Specialty
Concepts  consisted  of  seven  Fudd  Cafes,  five  Company-owned  and  over  28
franchised  Great  Bagel and  Coffee  units and over 400 French  Quarter  Coffee
locations.


                        FINANCIAL CONDITION AND LIQUIDITY

Working  capital  amounted to $13.3  million at December 28, 1996, a decrease of
$15.3 million compared to working capital of $28.6 million at June 29, 1996. The
decrease  in  working  capital  is  principally  due to the  change  in  current
maturities of its long-term debt offset, in part, by working capital provided by
increases  in accounts  payable.  Capital  expenditures  were  funded  primarily
through the Company's  line-of-credit and approximately $8.8 million of proceeds
from its sale-leaseback facilities for Fuddruckers and Champps restaurants.

On October 15, 1996,  the Company  renegotiated  certain terms and conditions of
its credit  agreement  (the "October  Agreement"),  including (i) decreasing the
Company's  borrowing limit from $150 million to $125 million,  (ii) changing the
maturity  date to  October  1,  1997,  (iii)  increasing  the  interest  rate on
borrowings,  (iv)  restricting  capital  expenditures,  and (v) the  addition of
financial covenants which are restrictive to the Company's business activities.


<PAGE>



At December 28,  1996,  the Company was not in  compliance  with the net income,
debt  service,  minimum  tangible  net worth,  fixed charge  coverage,  interest
coverage and capital expenditures  covenants contained in the October Agreement.
On February 7, 1997, the Company obtained a waiver of  noncompliance  related to
such covenants from its lenders and renegotiated certain terms and conditions of
the October Agreement (the "February Agreement").  Under the February Agreement,
the Company's borrowing limit was reduced to $115 million, the maturity date was
extended  to January 2,  1998,  and its loan  covenants  amended.  The  February
Agreement requires the Company to repay principal balances as follows:

      Date                                            Amount
      ----                                            ------
      May 31, 1997                               $  5.0 million
      June 30, 1997                                10.0 million
      July 31, 1997                                 0.5 million
      August 31, 1997                               0.5 million
      September 30, 1997                            0.5 million
      October 31, 1997                              1.0 million
      November 30, 1997                             2.5 million
      December 31, 1997                             5.0 million
                                                 --------------
                                                 $ 25.0 million
                                                 ==============

Accordingly, the Company has classified approximately $22 million of outstanding
borrowings  as current in the balance sheet as of December 28, 1996. At December
28, 1996, the Company had available  borrowings under the February  Agreement of
approximately $2.9 million.

In January 1997, the Company obtained $7.5 million of  sale-leaseback  financing
for  the  construction  of up to six new  Fuddruckers  restaurants.  Any  unused
commitment  expires on January 30, 1998.  At December  28, 1996,  $40 million of
sale-leaseback financing was also available for the construction of up to twenty
new Champps restaurants.

At December 28, 1996,  the Company had three new  Fuddruckers-owned  restaurants
under  construction  which are  expected to open in the third  quarter of fiscal
1997. The Company also had two new Champps-owned  restaurants under construction
and three  restaurants  under  development  which are expected to open in fiscal
1997 and the  first  half of fiscal  1998,  respectively.  There are no  further
restaurant  expansion or development efforts planned by the Company. The Company
will continue to make improvements at existing restaurants and facilities of its
foodservice  clients,  and will continue to invest in improved  data  processing
systems, pursuant to the terms and conditions of its February Agreement.

Management believes that the curtailment of restaurant expansion,  improved cash
flows from  operations,  existing cash balances and working  capital,  available
sale-leaseback   financing  and  equipment  financing  will  provide  sufficient
liquidity to meet its  obligations,  fund capital  expenditures and service debt
requirements as outlined in the February Agreement.


<PAGE>


                           PART II - OTHER INFORMATION

Item 6:  Exhibits and Reports on Form 8-K

(a) Exhibits

11        Computation Regarding Per Share Earnings

10.25     First Amendment  Agreement,  dated as of February 7, 1997,  among DAKA
          International,  Inc. Subsidiary Guarantors,  The Chase Manhattan Bank,
          N.A.,  Fleet National Bank,  Mellon Bank,  N.A. and The First National
          Bank of Boston.


(b) Reports on Form 8-K
         There  were  no reports  on Form  8-K  filed  during the  quarter ended
         December 28, 1996.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                            DAKA INTERNATIONAL, INC.
                                            (Registrant)

                                     By:    /s/William H. Baumhauer
                                            -----------------------------------
                                            William H. Baumhauer
                                            Chief Executive Officer
                                           (Principal Financial and Principal
                                            Accounting Officer)



Date:    February 10, 1997