<PAGE>

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                   FORM 10-Q

(Mark One)

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

                 For the quarterly period ended June 28, 1999

                                      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 333-04261

                                AmeriKing, Inc.
            (Exact name of registrant as specified in its charter)

                                   Delaware
                         (State or other jurisdiction
                       of incorporation or organization)

                       2215 Enterprise Drive, Suite 1502
                             Westchester, Illinois
                   (Address of principal executive offices)

                                  36-3970707
                               (I.R.S. employer
                              identification no.)

                                     60154
                                  (Zip code)

        Registrant's telephone number, including area code 708-947-2150

  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

  The number of shares outstanding of each of the registrant's classes of
common stock as of July 30, 1999 was 902,992 of common stock, $.01 par value
per Share (the "Common Stock").

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<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
 <C>        <S>                                                            <C>
 PART I
    Item 1. Financial Statements........................................     2
             Management's Discussion and Analysis of Financial Condition
    Item 2. and Results of Operations...................................    10
    Item 3. Quantitative and Qualitative Disclosures About Market Risk..    14
 PART II
    Item 6. Exhibits, and Reports on Form 8-K 12........................    15
</TABLE>
<PAGE>

                                    PART I

  Certain statements in this Form 10-Q may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of AmeriKing, Inc. ("AmeriKing" or the "Company")
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives; development and
operating costs; advertising and promotional efforts; brand awareness; adverse
publicity; acceptance of new product offerings; availability, locations, and
terms of sites for store development; changes in business strategy or
development plans; quality of management; availability, terms, and deployment
of capital; business abilities and judgment of personnel; availability of
qualified personnel; food, labor, and employee benefit costs; changes in, or
the failure to comply with, governmental regulations; regional weather
conditions; construction schedules; and other factors referenced in this Form
10-Q.
<PAGE>

Item 1. Financial Statements and Supplementary Data

               INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                         AMERIKING, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Consolidated Balance Sheets as of June 28, 1999 and December 28, 1998.....    3

Consolidated Statements of Operations for the quarters ended June 28, 1999
 and June 29, 1998........................................................    4

Consolidated Statements of Operations for the two quarters ended June 28,
 1999 and June 29, 1998...................................................    5

Consolidated Statements of Stockholders' Equity (Deficit) for the two
 quarters ended June 28, 1999 and the fiscal years ended December 28, 1998
 and December 29, 1997....................................................    6

Consolidated Statements of Cash Flows for the two quarters ended June 28,
 1999 and June 29, 1998...................................................    7

Notes to Consolidated Financial Statements................................    8
</TABLE>
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS

                      June 28, 1999 and December 28, 1998

<TABLE>
<CAPTION>
                                                       June 28,
                                                         1999      December 28,
                       ASSETS                        (unaudited)       1998
                       ------                        ------------  ------------
<S>                                                  <C>           <C>
Current assets:
  Cash and cash equivalents......................... $  9,806,000  $ 10,591,000
  Accounts receivable...............................    2,305,000     2,512,000
  Inventories.......................................    3,657,000     2,546,000
  Prepaid expenses..................................    1,011,000       465,000
  Current portion of deferred income taxes..........      123,000       123,000
                                                     ------------  ------------
    Total current assets............................   16,902,000    16,237,000
Property and equipment..............................   77,239,000    62,974,000
Goodwill............................................  174,036,000   145,327,000
Deferred income taxes...............................    1,448,000     1,448,000
Other assets:
  Deferred financing costs..........................    6,033,000     6,597,000
  Deferred organization costs.......................          --          2,000
  Franchise agreements..............................    7,532,000     6,134,000
                                                     ------------  ------------
    Total other assets..............................   13,565,000    12,733,000
                                                     ------------  ------------
Total............................................... $283,190,000  $238,719,000
                                                     ============  ============
<CAPTION>
        LIABILITIES, SENIOR PREFERRED STOCK
         AND STOCKHOLDERS' EQUITY (DEFICIT)
        -----------------------------------
<S>                                                  <C>           <C>
Current liabilities:
  Accounts payable and other accrued expenses....... $ 14,928,000  $ 15,931,000
  Accrued payroll and related expenses..............    8,923,000     8,459,000
  Accrued taxes payable.............................    5,106,000     3,998,000
  Note payable......................................      500,000     2,657,000
  Current portion of long-term debt.................      790,000       753,000
                                                     ------------  ------------
    Total current liabilities.......................   30,247,000    31,798,000
Long-term debt--Less current portion................  220,674,000   175,836,000
Other long-term liabilities.........................    1,859,000       808,000
                                                     ------------  ------------
    Total liabilities...............................  252,780,000   208,442,000
Commitments and contingencies
Senior preferred stock..............................   41,668,000    39,093,000
Stockholders' equity (deficit):
  Preferred stock...................................           75            75
  Common stock......................................        9,030         9,030
  Accumulated deficit...............................  (11,267,105)   (8,825,105)
                                                     ------------  ------------
    Total stockholders' equity (deficit)............  (11,258,000)   (8,816,000)
                                                     ------------  ------------
Total............................................... $283,190,000  $238,719,000
                                                     ============  ============
</TABLE>

                See notes to consolidated financial statements.

                                       3
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

             For the Quarters Ended June 28, 1999 and June 29, 1998
                                  (unaudited)

<TABLE>
<CAPTION>
                                         March 29,           March 30,
                                          1999 to             1998 to
                                         June 28,    % of    June 29,    % of
                                           1999      Sales     1998      Sales
                                        -----------  -----  -----------  -----
<S>                                     <C>          <C>    <C>          <C>
Sales
  Restaurant food sales................ $97,714,000   97.2% $76,568,000   97.2%
  Non-food sales.......................   2,796,000    2.8    2,200,000    2.8
                                        -----------  -----  -----------  -----
    Total sales........................ 100,510,000  100.0   78,768,000  100.0
Restaurant operating expenses:
  Cost of food sales...................  29,907,000   29.8   22,783,000   28.9
  Cost of non-food sales...............   2,273,000    2.3    1,740,000    2.2
  Restaurant labor and related costs...  25,912,000   25.8   20,038,000   25.4
  Occupancy............................  10,087,000   10.0    7,918,000   10.1
  Depreciation and amortization of
   goodwill and franchise agreements...   3,817,000    3.8    2,856,000    3.6
  Advertising..........................   5,172,000    5.1    4,060,000    5.2
  Royalties............................   3,420,000    3.4    2,680,000    3.4
  Other restaurant operating expenses..   8,259,000    8.2    6,537,000    8.3
                                        -----------  -----  -----------  -----
    Total restaurant operating
     expenses..........................  88,847,000   88.4   68,612,000   87.1
General and administrative expenses....   3,874,000    3.9    3,270,000    4.2
Other operating expenses:
  Depreciation expense--office.........     259,000    0.2      206,000    0.3
  Loss on disposal of fixed assets.....     290,000    0.3      113,000    0.1
  Management and directors' fees.......     175,000    0.2      188,000    0.2
                                        -----------  -----  -----------  -----
    Total other operating expenses.....     724,000    0.7      507,000    0.6
                                        -----------  -----  -----------  -----
Operating income.......................   7,065,000    7.0    6,379,000    8.1
Other income (expense):
  Interest expense.....................  (5,472,000)  (5.4)  (4,023,000)  (5.1)
  Amortization of deferred costs.......    (177,000)  (0.2)    (221,000)  (0.3)
  Other income (expense)--net .........    (237,000)  (0.2)      76,000    0.1
                                        -----------  -----  -----------  -----
    Total other expense................  (5,886,000)  (5.8)  (4,168,000)  (5.3)
                                        -----------  -----  -----------  -----
Income before income tax expense.......   1,179,000    1.2    2,211,000    2.8
Income tax expense.....................     385,000    0.4      664,000    0.8
                                        -----------  -----  -----------  -----
Net income.............................     794,000    0.8%   1,547,000    2.0%
Preferred stock dividends (cumulative,
 Undeclared)...........................    (145,000)           (113,000)
Senior preferred stock dividends.......  (1,308,000)         (1,131,000)
Amortization of senior preferred stock
 issuance costs........................     (30,000)            (30,000)
                                        -----------         -----------
Income (loss) available to common
 stockholders.......................... $  (689,000)        $   273,000
                                        ===========         ===========
Weighted average number of shares
 outstanding--basic....................     902,992             902,992
Dilutive effect of warrants............           0              96,998
                                        -----------         -----------
Weighted average number of common
 shares outstanding--diluted...........     902,992             999,990
                                        -----------         -----------
Net income (loss) per common share--
 basic................................. $     (0.76)        $      0.30
                                        ===========         ===========
Net income (loss) per common share--
 diluted............................... $     (0.76)        $      0.27
                                        ===========         ===========
</TABLE>

                See notes to consolidated financial statements.

                                       4
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

           For the Two Quarters Ended June 28, 1999 and June 29, 1998
                                  (unaudited)

<TABLE>
<CAPTION>
                                      December 29,         December 30,
                                        1998 to              1997 to
                                        June 28,    % of     June 29,    % of
                                          1999      Sales      1998      Sales
                                      ------------  -----  ------------  -----
<S>                                   <C>           <C>    <C>           <C>
Sales
  Restaurant food sales.............. $179,221,000   97.4% $145,581,000   97.1%
  Non-food sales.....................    4,838,000    2.6     4,315,000    2.9
                                      ------------  -----  ------------  -----
    Total sales......................  184,059,000  100.0   149,896,000  100.0
Restaurant operating expenses:
  Cost of food sales.................   54,326,000   29.5    43,449,000   29.0
  Cost of non-food sales.............    3,897,000    2.1     3,643,000    2.4
  Restaurant labor and related costs.   48,627,000   26.4    38,592,000   25.7
  Occupancy..........................   19,172,000   10.4    15,395,000   10.3
  Depreciation and amortization of
   goodwill and Franchise agreements.    7,306,000    4.0     5,632,000    3.8
  Advertising........................    9,415,000    5.1     7,716,000    5.1
  Royalties..........................    6,273,000    3.4     5,095,000    3.4
  Other restaurant operating
   expenses..........................   15,140,000    8.3    12,752,000    8.5
                                      ------------  -----  ------------  -----
    Total restaurant operating
     expenses........................  164,156,000   89.2   132,274,000   88.2
General and administrative expenses..    7,900,000    4.3     6,303,000    4.2
Other operating expenses:
  Depreciation expense--office.......      522,000    0.3       380,000    0.3
  Loss on disposal of fixed assets...      214,000    0.1       154,000    0.1
  Management and directors' fees.....      338,000    0.2       350,000    0.2
                                      ------------  -----  ------------  -----
    Total other operating expenses...    1,074,000    0.6       884,000    0.6
                                      ------------  -----  ------------  -----
Operating income.....................   10,929,000    5.9    10,435,000    7.0
Other income (expense):
  Interest expense...................   (9,974,000)  (5.4)   (8,031,000)  (5.4)
  Amortization of deferred costs.....     (446,000)  (0.2)     (405,000)  (0.3)
  Other income (expense)--net .......     (188,000)  (0.1)     (223,000)  (0.1)
                                      ------------  -----  ------------  -----
    Total other expense..............  (10,608,000)  (5.7)   (8,659,000)  (5.8)
                                      ------------  -----  ------------  -----
Income before income tax expense.....      321,000    0.2     1,776,000    1.2
Income tax expense...................      128,000    0.1       533,000    0.3
                                      ------------  -----  ------------  -----
Net income...........................      193,000    0.1%    1,243,000    0.9%
Preferred stock dividends
 (cumulative, undeclared)............     (288,000)            (225,000)
Senior preferred stock dividends.....   (2,575,000)          (2,262,000)
Amortization of senior preferred
 stock issuance costs................      (60,000)             (60,000)
                                      ------------         ------------
Loss available to common
 stockholders........................ $ (2,730,000)        $ (1,304,000)
                                      ============         ============
Weighted average number of shares
 outstanding--basic and diluted......      902,992              902,992
                                      ------------         ------------
Net loss per common share--basic and
 diluted............................. $      (3.02)        $      (1.44)
                                      ============         ============
</TABLE>

                See notes to consolidated financial statements.

                                       5
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

  For the Two Quarters Ended June 28, 1999 and the Fiscal Years Ended December
                                    28, 1998
                             and December 29, 1997

<TABLE>
<CAPTION>
                                          Additional     Retained
                         Preferred Common   Paid-In      Earnings
                           Stock   Stock    Capital     (Deficit)       Total
                         --------- ------ -----------  ------------  ------------
<S>                      <C>       <C>    <C>          <C>           <C>
BALANCE--December 30,
 1996...................    $75    $8,933 $ 7,277,992  $ (6,854,000) $    433,000
  Dividends on senior
   preferred stock......                   (4,112,000)                 (4,112,000)
  Amortization of senior
   preferred stock
   issuance costs.......                     (129,000)                   (129,000)
  Recapitalization of
   common stock.........               97         903                       1,000
  Net loss..............                                 (2,034,000)   (2,034,000)
                            ---    ------ -----------  ------------  ------------
BALANCE--December 29,
 1997...................     75     9,030   3,037,895    (8,888,000)   (5,841,000)
  Dividends on senior
   preferred stock......                   (2,927,895)   (1,750,105)   (4,678,000)
  Amortization of senior
   preferred stock
   issuance costs.......                     (110,000)                   (110,000)
  Exercise of stock
   options..............
  Net Income............                                  1,813,000     1,813,000
                            ---    ------ -----------  ------------  ------------
BALANCE--December 28,
 1998...................     75     9,030         --     (8,825,105)   (8,816,000)
  Dividends on senior
   preferred stock......                                 (2,575,000)   (2,575,000)
  Amortization of senior
   preferred stock
   issuance costs.......                                    (60,000)      (60,000)
  Net Income............                                    193,000       193,000
                            ---    ------ -----------  ------------  ------------
BALANCE--June 28, 1999..    $75    $9,030 $       --   $(11,267,105) $(11,258,000)
                            ===    ====== ===========  ============  ============
</TABLE>



                See notes to consolidated financial statements.

                                       6
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

           For the Two Quarters Ended June 28, 1999 and June 29, 1998
                                  (unaudited)

<TABLE>
<CAPTION>
                                                     December 29,   December
                                                       1998 to     30, 1997 to
                                                       June 28,     June 29,
                                                         1999         1998
                                                     ------------  -----------
<S>                                                  <C>           <C>
Cash flows from operating activities:
Net Income.......................................... $    193,000  $ 1,243,000
  Adjustments to reconcile net loss to net cash
   flows from operating activities:
  Depreciation and amortization.....................    8,275,000    6,418,000
  Loss on disposal of fixed assets..................      214,000      154,000
  Changes in:
    Accounts receivable.............................      207,000      955,000
    Inventories.....................................   (1,111,000)     446,000
    Prepaid expenses................................     (546,000)     585,000
    Accounts payable, accrued and other long-term
     liabilities....................................    1,620,000    3,954,000
                                                     ------------  -----------
      Net cash flows from operating activities......    8,852,000   13,755,000
Cash flows from investing activities:
  Purchase of restaurant franchise agreements,
   equipment and goodwill...........................  (46,220,000)  (5,952,000)
  Cash paid for franchise agreements................     (349,000)    (130,000)
  Cash paid for property and equipment..............   (5,868,000)  (3,827,000)
                                                     ------------  -----------
      Net cash flows used for investing activities..  (52,437,000)  (9,909,000)
Cash flows from financing activities:
  Advances under line of credit.....................   45,280,000    1,500,000
  Cash paid for financing costs.....................       82,000     (127,000)
  Payments on short-term debt.......................   (2,157,000)         --
  Payments on long-term debt and capital leases.....     (405,000)    (325,000)
                                                     ------------  -----------
      Net cash flows from financing activities......   42,800,000    1,048,000
                                                     ------------  -----------
Net change in cash and cash equivalents.............     (785,000)   4,894,000
Cash and cash equivalents--Beginning of year........   10,591,000    7,532,000
                                                     ------------  -----------
Cash and cash equivalents--End of quarter........... $  9,806,000  $12,426,000
                                                     ============  ===========
Supplemental disclosures of cash flow information:
  Cash paid during the two quarters for interest.... $  9,657,000  $ 8,025,000
                                                     ============  ===========
  Cash paid during the two quarters for income
   taxes............................................ $     10,000  $    69,000
                                                     ============  ===========
Supplemental disclosure of noncash investing and
 financing activities:
  Senior preferred stock dividends.................. $  2,575,000  $ 2,262,000
  Amortization of senior preferred stock issuance
   costs............................................       60,000       60,000
                                                     ------------  -----------
      Total......................................... $  2,635,000  $ 2,322,000
                                                     ============  ===========
</TABLE>


                See notes to consolidated financial statements.

                                       7
<PAGE>

                        AMERIKING, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

  In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all of the adjustments necessary (consisting of
normal and recurring accruals) to present fairly the Company's financial
position as of June 28, 1999 and December 28, 1998, the results of operations
for the one and two quarters ended June 28, 1999 and June 29, 1998 and cash
flows for the two quarters ended June 28, 1999 and June 29, 1998. These
financial statements should be read in conjunction with the Company's annual
report on Form 10-K for the fiscal year ended December 28, 1998 filed on March
24, 1999.

  The results of operations for the quarter and two quarters ended June 28,
1999 and June 28, 1998 are not necessarily indicative of the results to be
expected for the full fiscal year.

  Inventories--Inventories consist primarily of restaurant food and supplies
and are stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method.

  Net Income (Loss) Per Common Share--In calculating earnings per share,
earnings available to common stockholders is the same for both the basic and
diluted calculations. Diluted earnings per share was the same as basic
earnings per share during the two quarters ended June 28, 1999 due to the
antidilutive effect of the stock options and warrants in the respective
quarters. The diluted earnings per share was $.03 lower than the basic
earnings per share for the quarter ended June 29, 1998.

   Start Up Costs--Effective at the beginning of fiscal 1998, the Company
adopted AICPA Statement of Position No. 98-5 "Start-up Activities" (SOP 98-5).
SOP 98-5 requires companies to expense, as incurred, costs associated with
start-up activities. Previously, the Company amortized such costs over a
twelve month period when a restaurant was brought into service. The effect of
such adoption was to charge to expense $299,000 of such costs in the first
quarter of fiscal 1998.

  Reclassifications--Certain information in the consolidated financial
statements for the quarter ended June 29, 1998 have been reclassified to
conform to the current reporting format.

  New Accounting Standards--In June 1998, the FASB issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." This Statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. The Statement will require the Company to recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those derivative instruments at fair value. This Statement will be effective
for the Company in the third quarter of 2000. At June 28, 1999, the Company
has no derivative instruments or hedging activities.

  Computer Software--Effective at the beginning of fiscal 1999, the Company
adopted AICPA Statement of Position No. 98-1 "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1
provides guidance on accounting for the costs of computer software developed
or obtained for internal use. The guidance provided by SOP 98-1 is similar to
the accounting practices of the Company prior to the adoption of SOP 98-1 and
the adoption of SOP 98-1 is not expected to result in materially different
capitalized amounts.

                                       8
<PAGE>

2. Acquisitions

  On June 9, 1999, the Company purchased one restaurant in Georgia for
approximately $.6 million including transaction fees and acquisition related
expenditures.

  On April 30, 1999, the Company purchased nine restaurants in Illinois for
approximately $6.0 million including transaction fees and acquisition related
expenditures.

  On April 13, 1999, the Company purchased one restaurant in Virginia for
approximately $.5 million including transaction fees and acquisition related
expenditures.

  On April 7, 1999, the Company purchased three restaurants in North Carolina
for a nominal amount including transaction fees.

  On February 16, 1999, the Company purchased 30 restaurants in Wisconsin and
the Upper Peninsula of Michigan for approximately $24.3 million including
transaction fees and acquisition related expenditures.

  On February 1, 1999, the Company purchased two restaurants in Illinois for
approximately $1.0 million including transaction fees and acquisition related
expenditures.

  On December 31, 1998, the Company purchased 13 restaurants in Ohio for
approximately $11.1 million including transaction fees and acquisition related
expenditures.

                                       9
<PAGE>

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

Overview

  Restaurant sales include food sales and merchandise sales. Merchandise sales
include convenience store sales at the Company's dual-use facilities (of which
the Company currently has ten), as well as sales of promotional products at
the Company's restaurants. Historically, merchandise sales have contributed no
more than 3.0% to restaurant sales. Promotional products, which account for
the majority of merchandise sales, are generally sold at or near the Company's
cost.

  EBITDA represents operating income plus interest, taxes, depreciation and
amortization and other expenses. While EBITDA should not be construed as a
substitute for operating income or a better indicator of liquidity than cash
flow from operating activities, which are determined in accordance with
generally accepted accounting principles, EBITDA is included to provide
additional information with respect to the ability of the Company to meet its
future debt service, capital expenditure and working capital requirements. In
addition, management believes that certain investors find EBITDA to be a
useful tool for measuring the ability of the Company to service its debt.
EBITDA is not necessarily a measure of the Company's ability to fund its cash
needs. See the Consolidated Statements of Cash Flows of the Company and the
related notes to the Consolidated Financial Statements included herein.

  The Company includes in the comparable restaurant sales analysis discussed
below only those restaurants that have been in operation for a minimum of
twelve months. For a restaurant not operating for the entire prior annual
period, the sales for the interim period in the prior year are compared to
that for the comparable interim period in the indicated year.

Quarter ended June 28, 1999 Compared to Quarter ended June 29, 1998

  Restaurant Sales. Total sales increased $21.7 million or 27.6% during the
quarter ended June 28, 1999, to $100.5 million, from $78.8 million during the
quarter ended June 29, 1998, due primarily to the inclusion of the 59 and 30
restaurants purchased in 1999 and 1998, respectively. In addition, the Company
developed 6 and 17 restaurants in 1999 and 1998 respectively. Newly acquired
restaurants accounted for $22.5 million of the total increase in restaurant
sales, while new restaurant development accounted for $4.7 million of the
increase in sales. Sales at the comparable restaurants, including only those
restaurants owned by the Company at June 28, 1999, decreased 6.4% for the
quarter ended June 28, 1999.

  Restaurant Operating Expenses. Total restaurant operating expenses increased
$20.2 million, or 29.5% during the quarter ended June 28, 1999, to $88.8
million from $68.6 million in the quarter ended June 29, 1998. As a percentage
of sales, restaurant operating expenses increased 1.3%, to 88.4% during the
quarter ended June 28, 1999 from 87.1% during the quarter ended June 29, 1998.

  Cost of food sales increased $7.1 million and increased 0.9% as a percentage
of sales to 29.8% during the quarter ended June 28, 1999 from 28.9% during the
quarter ended June 29, 1998. The increase in cost of food sales is the result
of an increase in the number of stores that have been acquired and developed
since the same quarter last year. In addition, the percentage increase is
related to the higher discounting of food related to increased promotional
activity.

  Cost of non-food sales increased $0.5 million during the quarter ended June
28, 1999, and increased 0.1% as a percentage of sales to 2.3% during the
quarter ended June 28, 1999 from 2.2% in the quarter ended June 29, 1998.

                                      10
<PAGE>

  Restaurant labor and related costs increased $5.9 million during the quarter
ended June 28, 1999, and increased 0.4% as a percentage of restaurant sales to
25.8% during the quarter ended June 28, 1999 from 25.4% in the quarter ended
June 29, 1998. The increase in restaurant labor and related costs was
primarily due to the increased number of stores and the additional labor
associated with them. In addition, the percentage increase is due to the
effect of lower sales volumes on the fixed component of salaries.

  Depreciation and amortization increased $0.9 million during the quarter
ended June 28, 1999, to $3.8 million from $2.9 million in the quarter ended
June 29, 1998. As a percentage of sales, depreciation and amortization expense
increased 0.2% to 3.8% in the quarter ended June 28, 1999 from 3.6% in the
quarter ended June 29, 1998. The increase is due primarily to the increase in
goodwill amortization resulting from the newly acquired restaurants.

  Occupancy and other restaurant operating expenses including advertising and
royalties increased $5.7 million during the quarter ended June 28, 1999 and
decreased 0.1% as a percentage of sales to 26.8% in the quarter ended June 28,
1999 from 26.9% in the quarter ended June 29, 1998. This increase is primarily
due to the inclusion of newly acquired and developed restaurants.

  General and Administrative Expenses. General and administrative expenses
increased $0.6 million to $3.9 million during the quarter ended June 28, 1999
and decreased 0.3% as a percent of sales to 3.9% during the quarter ended June
28, 1999 from 4.2% during the quarter ended June 29, 1998. The increase in
general and administrative expenses is due to staff increases and related
costs associated with the newly acquired and developed restaurants. The
percentage decrease is due to a proportionately lower increase in G&A expenses
in relation to the increase in sales from the newly acquired and developed
restaurants.

  Operating Income. Operating income increased $0.7 million to $7.1 million
during the quarter ended June 28, 1999 from $6.4 million for the quarter ended
June 29, 1998. As a percentage of sales, operating income decreased 1.1%, to
7.0% during the quarter ended June 28, 1999 from 8.1% for the quarter ended
June 29, 1998. This change is primarily a result of the factors discussed
above.

  Other Income (Expense). Other income (expense) increased $1.7 million during
the quarter ended June 28, 1999 to $5.9 million from $4.2 million in the
quarter ended June 29, 1998. The increase in other income (expense) is due to
higher interest expense related to the increase in the line of credit due to
the 1999 and 1998 acquisitions.

  EBITDA. As defined in Item 2, EBITDA increased $1.9 million to $11.6 million
for the quarter ended June 28, 1999 from $9.7 million for the quarter ended
June 29, 1998. As a percentage of restaurant sales, EBITDA decreased 0.8%, to
11.6% for the quarter ended June 28, 1999 from 12.4% for the quarter ended
June 29, 1998.

Two Quarters ended June 28, 1999 Compared to Two Quarters ended June 29, 1998

  Restaurant Sales. Total sales increased $34.2 million or 22.8% during the
two quarters ended June 28, 1999, to $184.1 million, from $149.9 million
during the two quarters ended June 29, 1998, due primarily to the inclusion of
the 59 and 30 restaurants purchased in 1999 and 1998, respectively. In
addition, the Company developed 6 and 17 restaurants in 1999 and 1998
respectively. Newly acquired restaurants accounted for $37.1 million of the
total increase in restaurant sales, while new restaurant development accounted
for $8.7 million of the increase in sales. Sales at the comparable
restaurants, including only those restaurants owned by the Company at June 28,
1999, decreased 6.9% for the two quarters ended June 28, 1999.

  Restaurant Operating Expenses. Total restaurant operating expenses increased
$31.9 million, or 24.1% during the two quarters ended June 28, 1999, to $164.2
million from $132.3 million during the two quarters ended June 29, 1998. As a
percentage of sales, restaurant operating expenses increased 1.0%, to 89.2%
during the two quarters ended June 28, 1999 from 88.2% during the two quarters
ended June 29, 1998.

                                      11
<PAGE>

  Cost of food sales increased $10.9 million to $54.3 million and increased
0.5% as a percentage of sales to 29.5% during the two quarters ended June 28,
1999 from 29.0% during the two quarters ended June 29, 1998. The increase in
cost of food sales is the result of an increase in the number of stores that
have been acquired and developed since the same quarter last year. In
addition, the percentage increase is related to the higher discounting of food
related to increased promotional activity.

  Cost of non-food sales increased $0.3 million during the two quarters ended
June 28, 1999, and decreased 0.3% as a percentage of sales to 2.1% during the
two quarters ended June 28, 1999 from 2.4% during the two quarters ended June
29, 1998. The percentage decrease is due to improved margins at the
convenience stores.

  Restaurant labor and related costs increased $10.0 million to $48.6 million
during the two quarters ended June 28, 1999, and increased 0.7% as a
percentage of restaurant sales to 26.4% during the two quarters ended June 28,
1999 from 25.7% during the two quarters ended June 29, 1998. The increase in
restaurant labor and related costs was primarily due to the increased number
of stores and the additional labor associated with them. In addition, the
percentage increase is due to the effect of lower average sales volumes on the
fixed component of salaries.

  Depreciation and amortization increased $1.7 million during the two quarters
ended June 28, 1999, to $7.3 million from $5.6 million during the two quarters
ended June 29, 1998. As a percentage of sales, depreciation and amortization
expense increased 0.2% to 4.0% during the two quarters ended June 28, 1999
from 3.8% during the two quarters ended June 29, 1998. The increase was due
primarily to the increase in goodwill amortization resulting from the newly
acquired restaurants.

  Occupancy and other restaurant operating expenses including advertising and
royalties increased $9.0 million to $50.0 million during the two quarters
ended June 28, 1999 and decreased 0.1% as a percentage of sales to 27.2%
during the two quarters ended June 28, 1999 from 27.3% during the two quarters
ended June 29, 1998. This increase is primarily due to the inclusion of newly
acquired and developed restaurants.

  General and Administrative Expenses. General and administrative expenses
increased $1.6 million to $7.9 million during the two quarters ended June 28,
1999 and increased 0.1% as a percent of sales to 4.3% during the two quarters
ended June 28, 1999 from 4.2% during the two quarters ended June 29, 1998. The
increase in general and administrative expenses is due to staff increases and
related costs associated with the newly acquired and developed restaurants.

  Operating Income. Operating income increased $0.5 million to $10.9 million
during the two quarters ended June 28, 1999 from $10.4 million for the two
quarters ended June 29, 1998. As a percentage of sales, operating income
decreased 1.1%, to 5.9% during the two quarters ended June 28, 1999 from 7.0%
for the two quarters ended June 29, 1998. This change is primarily a result of
the factors discussed above.

  Other Income (Expense). Other income (expense) increased $1.9 million during
the two quarters ended June 28, 1999 to $10.6 million from $8.7 million during
the two quarters ended June 29, 1998. The increase in other income (expense)
is due to higher interest expense related to the increase in the line of
credit due to the 1999 and 1998 acquisitions.

  EBITDA. As defined in Item 2, EBITDA increased $2.3 million to $19.3 million
for the two quarters ended June 28, 1999 from $17.0 million for the two
quarters ended June 29, 1998. As a percentage of restaurant sales, EBITDA
decreased 0.8%, to 10.5% for the two quarters ended June 28, 1999 from 11.3%
for the two quarters ended June 29, 1998.

Liquidity and Capital Resources

  Net cash flows from operating activities decreased $4.9 million during the
two quarters ended June 28, 1999, to $8.8 million, from $13.7 million during
the two quarters ended June 29, 1998. The decrease is primarily due to a
decrease in net income coupled with fluctuations in working capital, exclusive
of short term borrowings.


                                      12
<PAGE>

  Capital spending for the two quarters ended June 28, 1999 was $52.4 million
of which $46.2 million included transaction fees and related expenditures for
the acquisition of 30 restaurants in Wisconsin and Michigan, 13 restaurants in
Ohio, 11 restaurants in Illinois, 1 restaurant in Georgia, 3 restaurants in
North Carolina, and 1 restaurant in Virginia. In addition, the Company
developed 6 new restaurants during the two quarters ended June 28, 1999.

  During the two quarters ended June 28, 1999, borrowings of $45.3 million
were incurred of which included $41.1 million for the acquisition of 59
restaurants in Illinois, Ohio, Wisconsin, Michigan, Georgia, Virginia and
North Carolina. The remainder of the borrowings related to new restaurant
development, existing restaurants and corporate infrastructure additions.

  The Company has budgeted approximately $400,000 for the development of each
of its new restaurants. The Company anticipates it will spend approximately an
additional $3.0 to $6.0 million annually for other capital expenditures. The
Company has committed to BKC that for the foreseeable future (i) it will make
capital expenditures on its existing restaurants equal to 1% of its gross
sales and (ii) it will spend an amount equal to 1% of its gross sales on local
advertising. The actual amount of the Company's cash requirements for capital
expenditures depends on, among other things, the number of new restaurants
opened or acquired and the costs associated with such restaurants and the
number of franchises subject to renewal and the costs associated with bringing
the related restaurants up to BKC's then current design specifications in
connection with these franchise renewals.

  The Company is structured as a holding company with no independent
operations, as the Company's operations are conducted exclusively through its
wholly owned subsidiaries. The Company's only significant assets are the
capital stock of its subsidiaries. As a holding company, the Company's cash
flow, its ability to meet its debt service requirements and its ability to pay
cash dividends on the Senior Preferred Stock are dependent upon the earnings
of its subsidiaries and their ability to declare dividends or make other
intercompany transfers to the Company. Under the terms of the indenture
pursuant to which the Senior Notes were offered (the "Indenture"), the
Company's subsidiaries may incur certain indebtedness pursuant to agreements
that may restrict the ability of such subsidiaries to make such dividends or
other intercompany transfers necessary to service the Company's obligations,
including its obligations under the Senior Notes, the Senior Preferred Stock
and any 13% Subordinated Exchange Debentures due 2008 (the "Exchange
Debentures") the Company may exchange pursuant to the Indenture. The Indenture
restricts, among other things, the Company's and its Restricted Subsidiaries'
(as defined in the Indenture) ability to pay dividends or make certain other
restricted payments, including the payment of cash dividends on or the
redemption of the Senior Preferred Stock, to incur additional indebtedness, to
encumber or sell assets, to enter into transactions with affiliates, to enter
into certain guarantees of indebtedness, to make restricted investments, to
merge or consolidate with any other entity and to transfer or lease all or
substantially all of their assets. In addition, (i) the Company's Amended and
Restated Credit Agreement (as defined) with the BankBoston, N.A. and other
lenders thereto contains other and more restrictive covenants and prohibits
the Company's subsidiaries from declaring dividends or making other
intercompany transfers to the Company in certain circumstances and (ii)
agreements reached with BKC contain restrictions with respect to dividend
payments and intercompany loans.

  The Company believes that available cash on hand together with its available
credit of $12.1 million under its Amended and Restated Credit Agreement, will
be sufficient to cover its working capital, capital expenditures, planned
development and debt service requirements for the remainder of fiscal 1999.

Year 2000

  The Year 2000 ("Y2K") problem is the result of computer programs being
written using two digits rather than four to define the applicable year. Any
of the Company's programs that have time-sensitive software may recognize a
date using "00" as the year 1900, rather than the year 2000. This could result
in a major system failure or miscalculations.


                                      13
<PAGE>

  As part of the first phase of the Company's Y2K compliance program, the
Company conducted an internal review of its computer systems to identify the
systems that could be affected by the Y2K problem, including both "information
technology" systems (such as software that processes daily sales and other
information) and non-informational technology. The Company is in the process
of completing the second phase of its Y2K compliance program, which involves:
(1) the implementation of its existing remediation plan to resolve the
Company's internal Y2K issues, (2) the identification of any potential Y2K
issues with the Company's significant vendors and suppliers and (3) the
evaluation of a contingency plan in the event that the Company or its
significant vendors and suppliers are unable to adequately address Y2K issues
on time. The Company has a September 1999 target date to complete its
implementation efforts.

  Based on assessment efforts to date, the Company presently does not believe
that the Y2K issue will have a material adverse effect on its financial
condition or results of operations. The Company has received assurances from
its major suppliers (including vendors and partners) that they are addressing
the Y2K issue, and that products purchased by the Company from such suppliers
will function properly in year 2000 and thereafter. However, it is impossible
to assess the potential consequences in the event of service interruptions
from suppliers, or in the event that there are disruptions in such
infrastructure areas as utilities, communications, transportation, banking or
government. In the unlikely event that the Company would lose vital utilities
such as electricity, gas, water or communications, the business or operations
could be adversely affected. However, if the point of sale terminals were to
fail, the Company could place a manual check out procedure into place until
the terminals could be brought back on-line with minimal disruption to its
customers. Or, if vital suppliers could not deliver the necessary goods (such
as meat and produce) the Company has enough resources available to obtain
goods from other suitable suppliers. The Company operates a large number of
geographically dispersed stores and has a large supplier base, which should
mitigate any adverse impact.

  The Company estimates it will incur less than $1.0 million in expenses to
ensure that all systems will function properly with respect to dates in the
year 2000. These expenses include the replacement of the Company's I.B.M.
point of sale terminals as well as minor modifications to the point of sale
system. These expenses are not expected to have a material impact on the
financial position, results of operations or liquidity of the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  The Company is subject to market risk associated with fluctuations in
interest rates. Interest rate risk is primarily limited to the Company's
variable rate debt obligations, which totaled $116.0 million at June 28, 1999.
Of this balance, the BankBoston revolver comprised $112.9 million bearing an
interest rate calculated at the lesser of BankBoston's base rate or the
Eurodollar rate plus 2.5%, and the 1995 Franchise Acceptance Corporation
("FAC") Note comprised $1.4 million bearing an interest rate of 2.75% above
FAC's program rate, and the 1998 FAC Note comprised $1.7 million bearing an
interest rate of 2.5% above FAC's program rate. Assuming a 20% increase in
interest rates, the Company would experience an increase in interest expense
of approximately $0.4 million. The Company does not hold any market risk
sensitive financial instruments for trading purposes.

                                      14
<PAGE>

                                    PART II

Item 6. Exhibits, Financial Statement Schedules

                                   Exhibits

  The following exhibits are filed as part of this report.

    11Statement Re: Computation of Earnings Per Share

    12Statement Re: Computation of Ratios

    27Financial Data Schedule

  A list of exhibits included as part of this Form 10-Q or incorporated by
reference is set forth in the Index to Exhibits. Included in the Index to
Exhibits are the following exhibits which constitute management contracts or
compensatory plans or arrangements.

    1.TJC Consulting Agreement

    2.Jaro Employment Agreement

    3.Osborn Employment Agreement

    4.Hubert Employment Agreement

    5.Aaseby Employment Agreement

    6.Vasatka Employment Agreement

    7.New Osborn Employment Agreement

    8.Hothorn Employment Agreement

                              Reports on Form 8-K

  On March 03, 1999, the Company filed a Current Report on Form 8-K,
announcing under Item 2 the consummation of the purchase of 30 restaurants in
Wisconsin and the Upper Peninsula of Michigan.

                                      15
<PAGE>

                                  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, in the City of Westchester, State of
Illinois.

                                          Ameriking, Inc.

       August 2, 1999                     /s/ Lawrence E. Jaro
Date ________________________________     -------------------------------------
                                          Lawrence E. Jaro

       August 2, 1999                     Managing Owner, Chairman and
Date ________________________________     Chief Executive Officer

                                          /s/ Joel Aaseby
                                          -------------------------------------
                                          Joel Aaseby
                                          Chief Financial Officer and
                                          Corporate Secretary (Principal
                                          Financial and Accounting Officer)

                                      16
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  1.1      FORM OF UNDERWRITING AGREEMENT FOR NOTES OFFERING....         *
  1.2      FORM OF UNDERWRITING AGREEMENT FOR UNITS OFFERING....         *
  2.1++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN BURGER KING CORPORATION ("BKC") AND NATIONAL
           RESTAURANT ENTERPRISES, INC. ("ENTERPRISES") (Filed
           as exhibit 2.1 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.2++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN JARO ENTERPRISES, INC. AND AMERIKING, INC.
           (FORMERLY KNOWN AS NRE HOLDINGS, INC.) ("AMERIKING")
           (Filed as exhibit 2.2 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.3++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN JARO RESTAURANTS, INC. AND AMERIKING (Filed
           as exhibit 2.3 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.4++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN TABOR RESTAURANTS ASSOCIATES, INC. AND
           AMERIKING (Filed as exhibit 2.4 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  2.5++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER, 1,
           1994, BETWEEN JB RESTAURANTS, INC. AND AMERIKING
           (Filed as exhibit 2.5 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.6++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN CASTLEKING, INC. AND AMERIKING (Filed as
           exhibit 2.6 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.7++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN OSBURGER, INC. AND AMERIKING (Filed as
           exhibit 2.7 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.8++    PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN WHITE-OSBORN RESTAURANTS, INC. AND AMERIKING
           (Filed as exhibit 2.8 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.9++    PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1994,
           BY AND AMONG SHELDON T. FRIEDMAN, BNB LAND VENTURE,
           INC. AND ENTERPRISES (Filed as exhibit 2.9 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  2.10++   ASSET PURCHASE AGREEMENT, DATED JULY 5, 1995, BY AND
           AMONG DMW, INC., DANIEL L. WHITE AND AMERIKING
           COLORADO CORPORATION I (Filed as exhibit 2.10 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  2.11++   ASSET PURCHASE AGREEMENT, DATED JULY 5, 1995, BY AND
           AMONG WSG, INC., DANIEL L. WHITE, SUSAN J. WAKEMAN,
           GEORGE ALAIZ, JR. AND AMERIKING COLORADO CORPORATION
           I (Filed as exhibit 2.11 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  2.12++   PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND
           AMONG QSC, INC., THE SHAREHOLDERS OF QSC, INC. AND
           AMERIKING TENNESSEE CORPORATION I (Filed as exhibit
           2.12 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference).........         *
  2.13++   PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND
           AMONG RO-LANK, INC., THE SHAREHOLDERS OF RO-LANK,
           INC. AND AMERIKING TENNESSEE CORPORATION I (Filed as
           exhibit 2.13 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.14++   PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1995,
           BY AND AMONG C&N DINING, INC. AND AFFILIATES AND
           AMERIKING VIRGINIA CORPORATION I (Filed as exhibit
           2.14 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference).........         *
  2.15++   AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, DATED
           FEBRUARY 7, 1996, BY AND AMONG C&N DINING, INC. AND
           AFFILIATES AND AMERIKING VIRGINIA CORPORATION I
           (Filed as exhibit 2.15 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  2.16++   ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
           BETWEEN THIRTY-FORTY, INC. AND AMERIKING CINCINNATI
           CORPORATION I (Filed as exhibit 2.16 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  2.17++   ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
           BETWEEN HOUSTON, INC. AND AMERIKING CINCINNATI
           CORPORATION I (Filed as exhibit 2.17 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  2.18++   ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
           BETWEEN FIFTH & RACE, INC. AND AMERIKING CINCINNATI
           CORPORATION I (Filed as exhibit 2.18 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  2.19     ASSET PURCHASE AGREEMENT among F&P ENTERPRISES, INC.,
           THE SHAREHOLDERS OF F&P ENTERPRISES, INC. and
           NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as
           exhibit 2.19 to AmeriKing's Form 10-Q for the quarter
           ended March 30, 1998 and incorporated herein by
           reference)...........................................         *
  2.20     AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT among
           F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P
           ENTERPRISES, INC. and NATIONAL RESTAURANT
           ENTERPRISES, INC. (Filed as exhibit 2.20 to
           AmeriKing's Form 10-Q for the quarter ended March 30,
           1998 and incorporated herein by reference)...........         *
  2.21     ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
           SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.21
           to AmeriKing's Form 10-Q for the quarter ended March
           30, 1998 and incorporated herein by reference).......         *
  2.22     ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
           SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.22
           to AmeriKing's Form 10-Q for the quarter ended March
           30, 1998 and incorporated herein by reference).......         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  2.23     AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated
           June 16, 1997 Among F&P ENTERPRISES, INC., THE
           SHAREHOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.23
           to AmeriKing's Current Report on Form 8-K filed on
           July 14, 1997 and incorporated herein by reference)..         *
  2.24     AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated
           June 16, 1997 among F&P ENTERPRISES, INC., THE
           SHAREHOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.24
           to AmeriKing's Current Report on Form 8-K filed on
           July 14, 1997 and incorporated herein by reference)..         *
  2.25     AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated
           June 16, 1997 among NORTH FOODS, INC., THE
           SHAREHOLDERS OF NORTH FOODS, INC. AND NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.25
           to AmeriKing's Current Report on Form 8-K filed on
           July 14, 1997 and incorporated herein by reference)..         *
  2.26     AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated
           June 16, 1997 among NORTH FOODS, INC., THE
           SHAREHOLDERS OF NORTH FOODS, INC. AND NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.26
           to AmeriKing's Current Report on Form 8-K filed on
           July 14, 1997 and incorporated herein by reference)..         *
  2.27     REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997
           among T&B LEASING, THOMAS FICKLING AND WILLIAM
           PRENTICE (the "PARTNERS"), AND CASTLE PROPERTIES,
           LLC. (Filed as exhibit 2.27 to AmeriKing's Current
           Report on Form 8-K filed on July 14, 1997 and
           incorporated herein by reference)....................         *
  2.28     AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT
           dated April 8, 1997 among T&B LEASING, THOMAS
           FICKLING AND WILLIAM PRENTICE (the "PARTNERS") AND
           CASTLE PROPERTIES, LLC. (Filed as exhibit 2.28 to
           AmeriKing's Current Report on Form 8-K filed on July
           14, 1997 and incorporated herein by reference).......         *
  2.29     AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT
           dated June 16, 1997 among T&B LEASING, THOMAS
           FICKLING AND WILLIAM PRENTICE (the "PARTNERS"),
           CASTLE PROPERTIES, LLC AND NATIONAL RESTAURANT
           ENTERPRISES, INC. (Filed as exhibit 2.29 to
           AmeriKing's Current Report on Form 8-K filed on July
           14, 1997 and incorporated herein by reference).......         *
  2.30     AMENDMENT NO. 3 TO THE REAL ESTATE PURCHASE AGREEMENT
           dated June 16, 1997 among T&B LEASING, THOMAS
           FICKLING AND WILLIAM PRENTICE, INVESTORS TITLE
           EXCHANGE CORPORATION, AND NATIONAL RESTAURANT
           ENTERPRISES, INC. (Filed as exhibit 2.30 to
           AmeriKing's Current Report on Form 8-K filed on July
           14, 1997 and incorporated herein by reference).......         *
  2.31     REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997
           among W&W INVESTMENTS LIMITED PARTNERSHIP, THOMAS
           FICKLING AND WILLIAM PRENTICE (the "GENERAL
           PARTNERS"), AND CASTLE PROPERTIES, LLC. (Filed as
           exhibit 2.31 to AmeriKing's Current Report on Form 8-
           K filed on July 14, 1997 and incorporated herein by
           reference)...........................................         *
  2.32     AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT
           dated April 8, 1997 among W&W INVESTMENTS LIMITED
           PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE
           (the "PARTNERS") AND CASTLE PROPERTIES, LLC. (Filed
           as exhibit 2.32 to AmeriKing's Current Report on Form
           8-K filed on July 14, 1997 and incorporated herein by
           reference)...........................................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  2.33     AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT
           dated June 16, 1997 among W&W INVESTMENT LIMITED
           PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE
           (the "GENERAL PARTNERS"), CASTLE PROPERTIES, LLC AND
           NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as
           exhibit 2.33 to AmeriKing's Current Report on Form 8-
           K filed on July 14, 1997 and incorporated herein by
           reference)...........................................         *
  2.34     STOCK PURCHASE AGREEMENT DATED JULY 22, 1997 among
           THE SHAREHOLDERS OF B&J RESTAURANTS, INC., and
           NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as
           exhibit 2.34 to AmeriKing's Form 10-Q for the quarter
           ended June 30, 1997).................................         *
  3.1      AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
           AMERIKING (Filed as exhibit 3.1 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  3.2      AMENDED AND RESTATED BYLAWS OF AMERIKING (Filed as
           exhibit 3.2 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.1      STOCKHOLDERS AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON
           THE SIGNATURE PAGES THERETO (Filed as exhibit 4.1 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.2      CONSENT AND AMENDMENT NO. 1 TO STOCKHOLDERS
           AGREEMENT, DATED NOVEMBER 30, 1994, BY AND AMONG
           AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
           SIGNATURE PAGES THERETO (Filed as exhibit 4.2 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.3      CONSENT AND AMENDMENT NO. 2 TO STOCKHOLDERS
           AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
           AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
           SIGNATURE PAGES THERETO (Filed as exhibit 4.3 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.4      AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND
           AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
           SIGNATURE PAGES THERETO (Filed as exhibit 4.4 to
           AmeriKing's Form 10-K for the year ended December 30,
           1996 and incorporated herein by reference)...........         *
  4.5      MANAGEMENT SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 1,
           1994, BY AND AMONG AMERIKING, TABOR RESTAURANT
           ASSOCIATES, INC., JARO ENTERPRISES, INC., JARO
           RESTAURANTS, INC., JB RESTAURANTS, INC., CASTLEKING,
           INC., WHITE-OSBORN RESTAURANTS, INC., OSBURGER, INC.,
           LAWRENCE JARO, WILLIAM OSBORN, GARY HUBERT, JOEL
           AASEBY, DONALD STAHURSKI AND SCOTT VASATKA (Filed as
           exhibit 4.5 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.6      STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN AMERIKING AND SCOTT VASATKA (Filed as exhibit
           4.6 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference).........         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  4.7      STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN AMERIKING AND DONALD STAHURSKI (Filed as
           exhibit 4.7 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.8      WARRANT AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
           AMERIKING AND THE FIRST NATIONAL BANK OF BOSTON
           (Filed as exhibit 4.8 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.9      COMMON STOCK PURCHASE WARRANT, DATED SEPTEMBER 1,
           1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS
           INC. (Filed as exhibit 4.9 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  4.10     FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT,
           DATED NOVEMBER 30, 1994 (Filed as exhibit 4.10 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.11     SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT,
           DATED FEBRUARY 7, 1996 (Filed as exhibit 4.11 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.12     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO MCIT PLC IN THE AGGREGATE PRINCIPAL
           AMOUNT OF $11,000,000 (Filed as exhibit 4.12 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.13     AMENDED AND RESTATED DEFERRED LIMITED INTEREST
           GUARANTY, DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO
           MCIT PLC (Filed as exhibit 4.13 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  4.14     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO JARO ENTERPRISES, INC. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $1,224,000 (Filed as
           exhibit 4.14 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.15     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO JARO RESTAURANTS, INC. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $112,000 (Filed as
           exhibit 4.15 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.16     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO JB RESTAURANTS, INC. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $2,019,000 (Filed as
           exhibit 4.16 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.17     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO CASTLEKING, INC. IN THE AGGREGATE
           PRINCIPAL AMOUNT OF $385,769 (Filed as exhibit 4.17
           to AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.18     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO WHITE-OSBORN RESTAURANTS, INC. IN
           THE AGGREGATE PRINCIPAL AMOUNT OF $659,231 (Filed as
           exhibit 4.18 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  4.19     SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 30,
           1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS,
           INC. (Filed as exhibit 4.19 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  4.20     COMMON STOCK PURCHASE WARRANT, DATED NOVEMBER 30,
           1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS,
           INC. (Filed as exhibit 4.20 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  4.21     JUNIOR SUBORDINATED NOTE, DATED NOVEMBER 30, 1994,
           FROM AMERIKING TO BANCBOSTON INVESTMENTS, INC. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $600,000 (Filed as
           exhibit 4.21 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.22     SECURED PROMISSORY NOTE, DATED NOVEMBER 21, 1995,
           FROM AMERIKING TENNESSEE CORPORATION I TO BKC IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $6,920,700 (Filed as
           exhibit 4.22 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.23     AMENDMENT TO SECURED PROMISSORY NOTE, DATED MAY 21,
           1996, FROM AMERIKING TENNESSEE CORPORATION I TO BKC
           IN THE AGGREGATE PRINCIPAL AMOUNT OF $6,093,067
           (Filed as exhibit 4.23 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.24     GUARANTY, DATED NOVEMBER 21, 1995, FROM LAWRENCE JARO
           AND WILLIAM OSBORN TO BKC (Filed as exhibit 4.24 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.25     RATIFICATION OF GUARANTY, MAY 21, 1996, FROM LAWRENCE
           JARO AND WILLIAM OSBORN TO BKC (Filed as exhibit 4.25
           to AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.26     PROMISSORY NOTE, DATED NOVEMBER 29, 1995, FROM
           AMERIKING COLORADO CORPORATION I TO FRANCHISE
           ACCEPTANCE CORPORATION LIMITED IN THE AGGREGATE
           PRINCIPAL AMOUNT OF $1,865,000 (Filed as exhibit 4.26
           to AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  4.27     AMENDMENT TO PROMISSORY NOTE, DATED DECEMBER 14,
           1995, FROM AMERIKING COLORADO CORPORATION I TO
           FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as
           exhibit 4.27 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.28     COMMON STOCK PURCHASE WARRANT, DATED FEBRUARY 7,
           1996, FROM AMERIKING TO PMI MEZZANINE FUND, L.P.
           (Filed as exhibit 4.28 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.29     SENIOR SUBORDINATED NOTE, DATED FEBRUARY 7, 1996,
           FROM ENTERPRISES TO PMI MEZZANINE FUND, L.P. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $15,000,000. (Filed as
           exhibit 4.29 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
  4.30     SUBORDINATED GUARANTY, DATED FEBRUARY 7, 1996, FROM
           AMERIKING VIRGINIA CORPORATION I AND AMERIKING
           CINCINNATI CORPORATION I TO PMI MEZZANINE FUND, L.P.
           (Filed as exhibit 4.30 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                    Sequentially
  Exhibit                                                             Numbered
  Number                         Description                            Page
  -------                        -----------                        ------------
 <C>       <S>                                                      <C>
  4.31     SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE,
           DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST
           NATIONAL BANK OF BOSTON, THE OTHER LENDING
           INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
           FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as
           exhibit 4.31 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference).         *
  4.32     SECOND AMENDED AND RESTATED TERM LOAN A NOTE, DATED
           FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST
           NATIONAL BANK OF BOSTON, THE OTHER LENDING
           INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
           FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as
           exhibit 4.32 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference).         *
  4.33     SECOND AMENDED AND RESTATED TERM LOAN B NOTE, DATED
           FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST
           NATIONAL BANK OF BOSTON, THE OTHER LENDING
           INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
           FIRST NATIONAL BANK OF BOSTON, AS (Filed as exhibit
           4.33 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference)..........         *
  4.34     LIMITED GUARANTY, DATED SEPTEMBER 1, 1994, FROM
           AMERIKING TO THE FIRST NATIONAL BANK OF BOSTON, THE
           OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
           THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
           AGENT (Filed as exhibit 4.34 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
  4.35     GUARANTY, DATED FEBRUARY 7, 1996, FROM AMERIKING
           VIRGINIA CORPORATION I AND AMERIKING CINCINNATI
           CORPORATION I TO THE FIRST NATIONAL BANK OF BOSTON,
           THE OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
           THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
           AGENT (Filed as exhibit 4.35 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
  4.36     UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE,
           DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO FFCA
           ACQUISITION CORPORATION (Filed as exhibit 4.36 to
           AmeriKing's Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
  4.37     FORM OF AMENDMENT NO. 1 TO COMMON STOCK PURCHASE
           WARRANT FROM AMERIKING TO PMI MEZZANINE FUND, L.P.....         *
  4.38     INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT
           TO SENIOR NOTES (Filed as exhibit 4.38 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
  4.39     FORM OF SENIOR NOTES (ATTACHED TO EXHIBIT 4.38).......         *
  4.40     INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT
           TO EXCHANGE DEBENTURES (Filed as exhibit 4.40 to
           AmeriKing's Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
  4.41     INTENTIONALLY OMITTED.................................         *
  4.42     FORM OF EXCHANGE DEBENTURES (ATTACHED TO EXHIBIT
           4.40).................................................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  4.43     PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
           TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE
           CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT
           OF $6,100,000 (Filed as exhibit 4.43 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  4.44     CERTIFICATE OF DESIGNATION RELATING TO THE SENIOR
           PREFERRED STOCK (Filed as exhibit 4.44 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  4.45     PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
           TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE
           CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT
           OF $900,000 (Filed as exhibit 4.45 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
  4.46     AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT BY AND
           AMONG AMERIKING, SCOTT VASATKA AND DONALD STAHURSKI
           (Filed as exhibit 4.46 to AmeriKing's Form 10-K for
           the year ended December 30, 1996 and incorporated
           herein by reference).................................         *
  4.47     AMENDMENT NO. 1 TO MANAGEMENT SUBSCRIPTION AGREEMENT
           (Filed as exhibit 4.47 to AmeriKing's Form 10-K for
           the year ended December 30, 1996 and incorporated
           herein by reference).................................         *
  9.1      JARO PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
           AMONG LAWRENCE JARO, TABOR RESTAURANT ASSOCIATES,
           INC., JARO ENTERPRISES, INC., JARO RESTAURANTS, INC.
           AND JB RESTAURANTS, INC. (Filed as exhibit 9.1 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
  9.2      OSBORN PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG WILLIAM OSBORN, CASTLEKING, INC., OSBURGER,
           INC. AND WHITE-OSBORN, INC. (Filed as exhibit 9.2 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.1      SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM
           LOAN AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
           AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK OF
           BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
           SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.1 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.2      SECURITY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
           AMONG ENTERPRISES AND THE FIRST NATIONAL BANK OF
           BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
           SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.2 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.3      AMENDMENT TO SECURITY AGREEMENT, DATED FEBRUARY 7,
           1996, BY AND AMONG ENTERPRISES AND THE FIRST NATIONAL
           BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS LISTED
           ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.3 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 10.4      STOCK PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG AMERIKING AND THE FIRST NATIONAL BANK OF
           BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
           SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.4 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.5      AMENDMENT TO STOCK PLEDGE AGREEMENT, DATED FEBRUARY
           7, 1996, BY AND AMONG AMERIKING AND THE FIRST
           NATIONAL BANK OF BOSTON, THE OTHER LENDING
           INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
           FIRST NATIONAL BANK OF BOSTON AS AGENT (Filed as
           exhibit 10.5 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.6      SECURITY AGREEMENT, DATED FEBRUARY 7, 1996, BY AND
           AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
           CINCINNATI CORPORATION I AND THE FIRST NATIONAL BANK
           OF BOSTON (Filed as exhibit 10.6 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.7      STOCK PLEDGE AGREEMENT, DATED FEBRUARY 7, 1996, BY
           AND AMONG ENTERPRISES, AMERIKING VIRGINIA CORPORATION
           I, AMERIKING CINCINNATI CORPORATION I AND THE FIRST
           NATIONAL BANK OF BOSTON (Filed as exhibit 10.7 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.8      AMENDED AND RESTATED PURCHASE AGREEMENT, DATED
           FEBRUARY 7, 1996, BETWEEN AMERIKING AND MCIT PLC
           (Filed as exhibit 10.8 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.9      PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
           AMERIKING AND MCIT PLC (Filed as exhibit 10.9 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.10     SUBORDINATION AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG BKC, MCIT PLC AND AMERIKING (Filed as
           exhibit 10.10 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.11     AMENDMENT AND CONSENT NO. 1 TO SECURITIES PURCHASE
           AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN AMERIKING
           AND BANCBOSTON INVESTMENTS, INC. (Filed as exhibit
           10.11 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference).........         *
 10.12     INTERCREDITOR AGREEMENT, DATED FEBRUARY 7, 1996, BY
           AND AMONG BKC, AMERIKING VIRGINIA CORPORATION I,
           AMERIKING CINCINNATI CORPORATION I, LAWRENCE JARO,
           WILLIAM OSBORN, GARY HUBERT, ENTERPRISES, AMERIKING
           AND THE FIRST NATIONAL BANK OF BOSTON (Filed as
           exhibit 10.12 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.13     STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995,
           BETWEEN ENTERPRISES AND BKC (Filed as exhibit 10.13
           to AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.14     RATIFICATION OF STOCK PLEDGE AGREEMENT, DATED MAY 21,
           1996, BETWEEN ENTERPRISES AND BKC (Filed as exhibit
           10.14 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference).........         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 10.15     STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995,
           BETWEEN ENTERPRISES AND THE FIRST NATIONAL BANK OF
           BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
           SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.15 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.16     NOTE PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BY
           AND AMONG AMERIKING, ENTERPRISES AND PMI MEZZANINE
           FUND, L.P. (Filed as exhibit 10.16 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.17     FORM OF AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT,
           BY AND AMONG AMERIKING, ENTERPRISES AND PMI MEZZANINE
           FUND, L.P............................................         *
 10.18     SUBORDINATION AGREEMENT, DATED FEBRUARY 7, 1996, BY
           AND AMONG AMERIKING, ENTERPRISES, AMERIKING VIRGINIA
           CORPORATION I, AMERIKING CINCINNATI CORPORATION I,
           AMERIKING TENNESSEE CORPORATION I, AMERIKING COLORADO
           CORPORATION I, LAWRENCE JARO, WILLIAM OSBORN, GARY
           HUBERT AND BKC (Filed as exhibit 10.18 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.19     SALE-LEASEBACK AGREEMENT, DATED FEBRUARY 7, 1996, BY
           AND AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
           TENNESSEE CORPORATION I AND FFCA ACQUISITION
           CORPORATION (Filed as exhibit 10.19 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.20     LEASE, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING
           VIRGINIA CORPORATION I, AMERIKING TENNESSEE
           CORPORATION I AND FFCA ACQUISITION CORPORATION (Filed
           as exhibit 10.20 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.21     FORM OF FRANCHISE AGREEMENT BETWEEN BKC AND
           FRANCHISEE (Filed as exhibit 10.21 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.22     SCHEDULE OF AMERIKING FRANCHISE AGREEMENTS (Filed as
           exhibit 10.22 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.23     FORM OF LEASE AGREEMENT BETWEEN BKC AND LESSEE (Filed
           as exhibit 10.23 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.24     SCHEDULE OF AMERIKING LEASE AGREEMENTS (Filed as
           exhibit 10.24 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.25     FORM OF GUARANTEE, INDEMNIFICATION AND
           ACKNOWLEDGEMENT OF BKC FRANCHISE AGREEMENT (Filed as
           exhibit 10.25 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.26     FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGMENT
           OF BKC LEASE AGREEMENT (Filed as exhibit 10.26 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                    Sequentially
  Exhibit                                                             Numbered
  Number                         Description                            Page
  -------                        -----------                        ------------
 <C>       <S>                                                      <C>
 10.27     CAPITAL EXPENDITURE AGREEMENT, DATED SEPTEMBER 1,
           1994, BY AND AMONG AMERIKING, ENTERPRISES AND BKC
           (Filed as exhibit 10.27 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)............................................         *
 10.28     CAPITAL EXPENDITURE AGREEMENT, DATED NOVEMBER 21,
           1995, BY AND AMONG ENTERPRISES, AMERIKING TENNESSEE
           CORPORATION I AND BKC (Filed as exhibit 10.28 to
           AmeriKing's Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
 10.29     LETTER AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN
           ENTERPRISES AND BKC (Filed as exhibit 10.29 to
           AmeriKing's Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
 10.30     NAPARLO DEVELOPMENT AGREEMENT, DATED FEBRUARY 7, 1996,
           BETWEEN AMERIKING VIRGINIA CORPORATION I AND JOSEPH J.
           NAPARLO (Filed as exhibit 10.30 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
 10.31     MANAGEMENT CONSULTING AGREEMENT, DATED SEPTEMBER 1,
           1994, BY AND AMONG TJC MANAGEMENT CORPORATION,
           AMERIKING AND ENTERPRISES (Filed as exhibit 10.31 to
           AmeriKing's Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
 10.32     INTENTIONALLY OMITTED.................................         *
 10.33     INTERCOMPANY MANAGEMENT CONSULTING AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN ENTERPRISES AND AMERIKING
           (Filed as exhibit 10.33 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)............................................         *
 10.34     AMENDED AND RESTATED TAX SHARING AGREEMENT, DATED
           FEBRUARY 7, 1996, BETWEEN ENTERPRISES AND AMERIKING
           (Filed as exhibit 10.34 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)............................................         *
 10.35     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN LAWRENCE JARO AND
           ENTERPRISES (Filed as exhibit 10.35 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
 10.36     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN WILLIAM OSBORN AND
           ENTERPRISES (Filed as exhibit 10.36 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference).....................         *
 10.37     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN GARY HUBERT AND ENTERPRISES
           (Filed as exhibit 10.37 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)............................................         *
 10.38     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN JOEL AASEBY AND ENTERPRISES
           (Filed as exhibit 10.38 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)............................................         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 10.39     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN SCOTT VASATKA AND
           ENTERPRISES (Filed as exhibit 10.39 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.40     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED MAY
           1, 1997, BETWEEN AUGUSTUS F. HOTHORN AND NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 10.40
           to AmeriKing's Form 10-Q for the three quarters ended
           September 29, 1997 and incorporated herein by
           reference)...........................................         *
 10.41     FORM OF INDEMNIFICATION AGREEMENT BY AND AMONG
           AMERIKING AND EACH OF THE SIGNATORIES TO THIS
           REGISTRATION STATEMENT (Filed as exhibit 10.41 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 10.42     INTENTIONALLY OMITTED................................
 10.43     INTENTIONALLY OMITTED................................
 10.44     LEASE AGREEMENT FOR WESTCHESTER, ILLINOIS
           HEADQUARTERS (Filed as exhibit 10.44 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.45     LOAN AND SECURITY AGREEMENT, DATED NOVEMBER 29, 1995,
           BETWEEN AMERIKING COLORADO CORPORATION I AND
           FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as
           exhibit 10.45 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.46     LOAN AND SECURITY AGREEMENT, DATED JULY 21, 1996,
           BETWEEN AMERIKING TENNESSEE CORPORATION I AND
           FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as
           exhibit 10.46 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)...........................................         *
 10.47     FORM OF INTERCREDITOR AGREEMENT BY AND AMONG BKC,
           AMERIKING, AND THE TRUSTEE AS REPRESENTATIVE OF THE
           HOLDERS OF SENIOR NOTES UNDER THE INDENTURE (ATTACHED
           TO EXHIBIT 4.38).....................................         *
 10.48     RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
           BETWEEN WILLIAM OSBORN AND ENTERPRISES (Filed as
           exhibit 10.48 to AmeriKing's Form 10-K for the year
           ended December 30, 1996 and incorporated herein by
           reference)...........................................         *
 10.49     RECAPITALIZATION AGREEMENT AMONG AMERIKING AND THE
           STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES THERETO
           (Filed as exhibit 10.49 to AmeriKing's Form 10-K for
           the year ended December 30, 1996 and incorporated
           herein by reference).................................         *
 10.50     MEMORANDUM OF UNDERSTANDING BETWEEN BKC AND THE
           COMPANY (Filed as exhibit 10.50 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................         *
 10.51     AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
           CREDIT AND LOAN AGREEMENT, DATED MAY 14, 1996, BY AND
           AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK
           OF BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
           SCHEDULE I THERETO AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.51 to
           AmeriKing's Form 10-K for the year ended December 30,
           1996 and incorporated herein by reference)...........         *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 10.52     ASSIGNMENT AND ACCEPTANCE DATED MAY 14, 1996, BY AND
           AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK
           OF BOSTON AND THE OTHER LENDING INSTITUTIONS, LISTED
           THERETO AND THE FIRST NATIONAL BANK OF BOSTON, AS
           AGENT (Filed as exhibit 10.52 to AmeriKing's Form 10-
           K for the year ended December 30, 1996 and
           incorporated herein by reference)....................         *
 10.53     FORM OF OPERATING AGREEMENT BY AND AMONG BKC,
           AMERIKING ENTERPRISES, AMERIKING COLORADO CORPORATION
           I, AMERIKING ILLINOIS CORPORATION I, AMERIKING
           TENNESSEE CORPORATION I, AMERIKING VIRGINIA
           CORPORATION I AND AMERIKING CINCINNATI CORPORATION I
           (Filed as exhibit 10.53 to AmeriKing's Form 10-K for
           the year ended December 30, 1996 and incorporated
           herein by reference).................................         *
 10.54     THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
           dated as of June 17, 1997 among NATIONAL RESTAURANT
           ENTERPRISES, INC., AMERIKING INC. and BANKBOSTON,
           N.A..................................................         *
 11++++    STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE......
 12++++    STATEMENTS RE: COMPUTATION OF RATIOS.................
 21        SUBSIDIARIES OF AMERIKING (Filed as exhibit 10.21 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 23.1      CONSENT OF MAYER, BROWN & PLATT (Filed as exhibit
           23.1 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference).........         *
 23.2      CONSENT OF DELOITTE & TOUCHE (Filed as exhibit 23.2
           to AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................         *
 24        POWER OF ATTORNEY....................................         *
 25        T-1 FOR EXCHANGE DEBENTURE INDENTURE.................         *
 26        T-1 FOR SENIOR NOTE INDENTURE........................         *
 27++++    FINANCIAL DATA SCHEDULE..............................
</TABLE>
--------
   * Previously filed.
  ++The schedules and exhibits to these agreements have not been filed
   pursuant to Item 601(b)(2) of Regulation S-K. Such schedules and exhibits
   will be filed supplementally upon the request of the Securities and
   Exchange Commission.
++++Superseding exhibit.