SECURITIES AND EXCHANGE COMMISSION
                                              Washington D.C.   20549


                                                    FORM 10-QSB

                                    QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934


For the Three Months Ended                           Commission File Number
     September 28, 1997                                        0-22315


                                             ARTHUR TREACHER'S, INC
                                         7400 Baymeadows Way, Suite 300
                                        Jacksonville, Florida 32256
                                                  (904) 739-1200


         Utah                                                22-2312917
(State of Incorporation)                  (I.R.S. Employer Identification No.)



     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,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X] No[ ]



     At October 31, 1997, the latest  practicable  date,  there were  14,399,548
shares of Common Stock outstanding, $.01 par value.










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                                            ARTHUR TREACHER'S, INC.


                                                       INDEX

                                                                         PAGE

PART I.           FINANCIAL INFORMATION

         Item 1.           Unaudited Financial Statements:

                           Consolidated Balance Sheets for                   3-4
                           September 28, 1997 and June 30, 1997

                           Consolidated Statements of Operations             5
                           for the three months 
                           July 1, 1997 through September 28, 1997 and
                           July 1, 1996 through September 29, 1996

                           Consolidated Statements of Cash Flows             7
                           for the three months 
                           July 1, 1997 through September 28, 1997 and 
                           July 1, 1996 through September 29, 1996

                           Notes to Consolidated Financial Statements        8


         Item 2.           Management's Discussion and Analysis of
                           Financial Condition and Results of Operations.    9



PART II.          OTHER INFORMATION                                         12



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                                              ARTHUR TREACHER'S INC.

                                            CONSOLIDATED BALANCE SHEETS

                                       SEPTEMBER 28, 1997 AND JUNE 30, 1997


ASSETS                                           September                 June
                                                   1997                    1997
                                               (unaudited)             (audited)
CURRENT ASSETS

 Cash and cash equivalents                    $  705,256            $  867,847
 Accounts receivable, net of allowance
  for doubtful accounts of $26,653 in 
   September 1997 and $25,900 in June 1997       163,270               137,598
 Inventories                                     277,846               288,663
 Prepaid Expenses                                249,533               181,544
 Other                                            18,906                     0
         TOTAL CURRENT ASSETS                  1,414,811             1,475,652

OTHER ASSETS
 Security deposits                               139,116               151,451
 Goodwill                                        312,934               317,016
 Other                                            89,613                 8,233
         TOTAL OTHER ASSETS                      541,663               476,700

PROPERTY AND EQUIPMENT, at cost
 Land                                           150,000                150,000
 Buildings                                      306,300                306,300
 Leasehold improvements                       4,143,011              4,160,812
 Furniture, Fixtures and Equipment            3,146,969              3,166,180 
          TOTAL PROPERTY AND EQUIPMENT        7,746,280              7,783,292

Less - accumulated depreciation               2,357,273              2,112,778

         PROPERTY AND EQUIPMENT, NET          5,389,007              5,670,514
                                                                               

         TOTAL ASSETS                        $7,345,481             $7,622,866


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                                             ARTHUR TREACHER'S INC.

                                            CONSOLIDATED BALANCE SHEETS

                                       SEPTEMBER 28, 1997 AND JUNE 30, 1997


LIABILITIES AND STOCKHOLDERS' EQUITY (Deficit)         September           June
                                                         1997              1997
                                                      (unaudited)      (audited)

CURRENT LIABILITIES
 Accounts payable                                    $1,311,529      $1,050,956
 Accrued expenses and taxes withheld                    559,962         654,527
 Current maturities of long-term debt                   445,837         369,863
         TOTAL CURRENT LIABILITIES                    2,317,328       2,075,346

LONG-TERM DEBT, net of current portion                1,419,379       1,570,305
Other liabilities                                       405,856         392,705
         TOTAL LIABILITIES                            4,142,563       4,038,356

STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred Stock                                        577,200         577,200
 Common Stock                                           143,992         143,992
 Additional Paid-in-capital                           9,704,248       9,704,248
 Accumulated Deficit                                 (7,222,522)     (6,840,930)

         TOTAL STOCKHOLDERS' EQUITY                   3,202,918       3,584,510
                                                                               

TOTAL LIABILITIES and STOCKHOLDERS' EQUITY           $7,345,481      $7,622,866



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                                              ARTHUR TREACHER'S INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                            FOR THE THREE MONTHS ENDED


                                              July 1, 1997    July 1, 1996
                                                 through         through
                                           September 28,1997  September 29, 1996
                                             (unaudited)          (unaudited)

TOTAL REVENUE                                 $5,885,766             $2,184,477

OPERATING EXPENSES :
   Cost of Sales, including occupancy
         except depreciation                   3,062,703              1,182,376
   Operating Expenses                          2,433,086                788,575
   Depreciation and Amortization                 262,093                 68,674
   General and Administrative and Franchise 
   services                                      438,734                428,415
TOTAL OPERATING EXPENSES                       6,196,616              2,468,040

        LOSS FROM OPERATIONS                    (310,850)              (283,563)

OTHER INCOME, net                                (70,742)              (118,438)

                  NET LOSS                     ($381,592)             ($402,001)

NET LOSS PER COMMON SHARE                         ($0.03)                ($0.04)

AVERAGE SHARES OUTSTANDING                    14,399,248             11,145,996




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                                             ARTHUR TREACHER'S INC.
                                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                               FOR THE THREE MONTHS


                                           July 1, 1997             July 1, 1996
                                             through                   through
                                            September                 September
                                            28, 1997                  29, 1996 
                                           (unaudited)               (unaudited)

Operating activities:
   Net loss                                  (381,592)                 (402,001)
Adjustments to reconcile net loss 
to net cash used in operating activities:
   Depreciation and amortization              262,093                    68,674
   Loss on disposition of restaurants               -                    24,994
   (increase) decrease in accounts 
          receivable                          (25,672)                   (3,859)
   (increase) decrease in deposits 
          and other assets                      2,356                     4,840
   (increase) decrease in prepaid expenses    (67,989)                  (47,401)
   (increase) decrease in inventory            10,817                   (38,522)
   (Decrease) increase in accounts payable    260,573                   113,771
   (Decrease) increase in accrued 
          expenses and other liabilities      (94,565)                  (98,541)
          Net cash (used in) and provided
               by operating activities        (33,979)                 (378,045)

Investing activities:
   Purchase acquisitions of restaurants                                (230,974)
   Deposits in escrow                                                   (28,004)
   Capital expenditures                       (53,660)
   Proceeds from disposition of restaurants         -                    19,500 
          Net cash used in investing 
               activities                     (53,660)                 (239,478)

Financing activities:
   Issuance of common stock                                              99,051
   Cash received from common stock subscribed                           359,105
   Principal payments on long-term debt       (74,952)                  (67,630)
          Net cash provided by 
               financing activities           (74,952)                  390,526

Net (decrease) increase in cash 
     and cash equivalents                    (162,591)                 (226,997)

Cash and cash equivalents beginning 
     of period                                867,847                   990,683 
Cash and cash equivalents end of period       705,256                   763,686 

Supplemental disclosure of cash flow information:
   Cash paid for interest                      22,857                    36,476 

Supplemental disclosure of noncash transactions:
   Seller finance debt incurred 
          in restaurant purchase                                         69,962 


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                                             ARTHUR TREACHER'S, INC.

                             NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                                SEPTEMBER 28, 1997


NOTE 1 - BASIS OF PRESENTATION


     The accompanying  interim unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission,
and reflect all adjustments  which, in the opinion of management,  are necessary
to properly  state the results of  operations  and financial  position.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted pursuant to such rules and regulations  although management
believes that the disclosures are adequate to make the information presented not
misleading.  The results of  operations  are not  necessarily  indicative of the
results  for  the  full  year.  These  financial  statements  should  be read in
conjunction  with the  financials  and notes  thereto  included in the Company's
audited  financial  statements  included  in the Form 10K-SB for the fiscal year
ended June 30, 1997 filed  with the  Securities  and  Exchange  Commission  on
September 2, 1997.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation:  The interim consolidated financial statements
include the accounts of the company and its wholly-owned subsidiaries.

MIE Hospitality,  Inc., a wholly-owned subsidiary, which operates 31 Arthur
Treacher's Fish and Chip's restaurants in Pennsylvania, New York, New Jersey and
Delaware.

Arthur  Treacher's  Management  Co., a  wholly-owned  subsidiary,  provides
payroll services to the company.

Arthur  Treacher's  Advertising  Co., a wholly-owned  subsidiary,  provides
certain advertising services to the company and the franchisee's.


NOTE 3 - COMMITMENTS AND CONTINGENCIES


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     The Company is involved in various other claims and legal  actions  arising
in the ordinary course of business.  In the opinion of management,  the ultimate
disposition  of these  matters  will not have a material  adverse  effect on the
Company's consolidated results of opeations or financal position.

     The Company has entered into an  agreement  with the former  president  and
Chief Executive Officer to provide consulting  services to the Company at a rate
of $100,000 per year for two years,  which commenced June 1, 1996 and terminates
on May 31, 1998.

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                                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                                       OF OPERATIONS AND FINANCIAL CONDITION


Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995.

     Information set forth herein contains  "forward-looking  statements"  which
can be identified by the use of forward-looking  terminology such as "believes,"
"expects,"  "may," "should" or  "anticipates"  or the negative  thereof or other
variations thereon or comparable terminology,  or by discussions of strategy. No
assurance can be given that the future  results  covered by the  forward-looking
statements will be achieved. The Company cautions readers that important factors
may affect the Company's  actual  results and could cause such results to differ
materially from forward-looking  statements made by or on behalf of the Company.
Such factors include,  but are not limited to, changing market  conditions,  the
impact of competition, pricing and acceptance of the Company's products.

Overview

     The Company's  principal sources of revenues are from the operations of the
Company owned  restaurants  and the receipt of royalties from  franchisees.  The
Company's cost of sales includes  food,  supplies and occupancy  costs (rent and
utilities at Company owned stores).  Operating  expenses  include labor costs at
the Company  owned stores and  advertising,  marketing  and  maintenance  costs.
Franchise  services  and  selling  expenses  include  fees  payable to  regional
representatives  and their expenses and the salary of the Company's  Director of
Franchise Services.  General and administrative  expenses includ' costs incurred
for  corporate  support and  administration,  including the salaries and related
expenses of personnel at the Company's  headquarters  in  Jacksonville,  Florida
(except  the  Director  of  Franchise  Services),  the  costs of  operating  the
headquarters  offices (rent and utilities) and certain related costs (travel and
entertainment).

Results of Operations

The following discussions are based on the financial results for the following 
periods:
    Unaudited interim financial statements for the three months ended
    September 28, 1997 and three months ended September 29, 1996.
The results for the three  months ended  September  29, 1996 do not include
the  operations of M.I.E.  Hospitality,  Inc. which was acquired on November 27,
1996.

1997 Three months and 1996 Three months

The Company's revenues increased from $2,184,477 for the three month period
ended  September  29,  1996 to  $5,885,766,  for the three  month  period  ended
September 28, 1997,
                                                         9
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an increase of 169%.  This increase was  primarily  driven by the Company's
acquisition of MIE  Hospitality,  Inc.  ("MIE"),  which  produced  $3,603,389 in
revenues.  The  increase  in  revenues  was  also  stimulated  by new  marketing
campaigns and new menu promotion items such as scallops, oysters, popcorn shrimp
and jumbo shrimp.

The Company's total operating  expenses  increased by 151% or $3,728,576 to
$6,196,616  for the three month period ended  September 28, 1997 compared to the
same period last year. 93% of the increase was  attributable to the operation of
the 31 restaurants  acquired in the MIE purchase which totaled $3,460,816 of the
increase.  Total cost and expenses as a percentage to revenues  improved 9% from
the same period last year.

The most significant  increase from revenues came from net restaurant sales
(defined as total restaurant sales less coupons, promotions and discounts) which
increased  182.1% or $3,276,450  to $5,075,970  compared to the same period last
year of $1,799,520.  The restaurants acquired in the purchase of MIE contributed
$3,138,531 on the increase in net restaurant sales. Franchise and royalty income
decreased 31.2% or $96,212 to $212,609  primarily  because of the acquisition of
the MIE  Hospitality,  Inc.,  which owned 31  franchised  restaurants.  Regional
representative  fees  declined  in  conjunction  with the  purchase  of  several
franchise restaurants compared to the same period last year.

Cost  of  sales  from  restaurant  operations  declined  by  6.77%  on  net
restaurant  sales compared to the same period last year.  This  improvement  was
primarily  caused by reducing  contract  prices with  several  major  suppliers,
improving cost controls and new promotional price points.

General and  administrative  cost increased by 12.4% or $35,371 to $320,056
for the three month period ended September 28, 1997 compared to $284,685 for the
same period  last year.  This was  primarily  a result of the various  legal and
accounting  charges  incurred for NASD  registration  and the  preparation  of a
registration statement with the Securities and Exchange Commission.

Interest  expense  increased  19.3% to $45,743 for the three  month  period
ended  September  28, 1997  compared  to $38,357 the same period last year.  The
increase in interest expense was a function of the recent acquisitions.

Depreciation and amortization increased to 281.7% to $262,093 for the three
month period ended  September 28, 1997 from $68,674  compared to the same period
last  year.  This  increase  is  primarily   driven  by  the   acquisitions  and
construction  of new  restaurants  which  occurred  subsequent to the comparable
period ended September 29, 1996.

The Company  considers loss before other income  (expense) and depreciation
and  amortization  to  be  a  key  indicator  of  performance.   This  loss  has
significantly  decreased by 77.3% to $48,757 for the period ended  September 28,
1997 compared to
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<PAGE>

214,889 the same period last year. This improvement was primarily a result
of  the  acquisition  of  MIE  which  contributed  a net  gain  from  restaurant
operations of $305,770 for the three month period ended September 28, 1997.

As a result of the  foregoing,  the  Company's net loss  decreased  5.1% to
$381,592 for the three month period ended  September 28, 1997 compared to a loss
of $402,001 for the same period last year. A significant portion of the loss was
due to the increase in depreciation and amortization expense of $193,419.

Liquidity

The Company has financed its operations  principally  from revenues derived
from Company  owned  restaurants,  franchise  royalties,  private  placements of
equity and credit  lines from  various  financial  institutions.  The  Company's
current  liabilities  exceeded its current  assets by $902,517 at September  28,
1997  compared  to  $599,694  at June 30,  1997.  The  Company had cash and cash
equivalents  of $705,256 at September  28, 1997 compared to $867,847 at June 30,
1997.  

Over the past 18  months,  the  Company  has raised  $7,505,313  in private
placements  through  the sale of shares of  common  stock to fund  acquisitions,
develop the Seafood Grille concept and provide working  capital.  The Company is
in the process of a best efforts private  placement  offering of Preferred Stock
to raise between $500,000 and $1,500,000 in capital.

The  Company  anticipates  that it will  need  additional  capital  to fund
investments in capital  expenditures  related to the Seafood Grille concept. The
Company also has begun a restaurant  renovation  program which is being financed
by a $750,000 credit line with a financial institution,  in which the obligation
is secured by certain equipment and leasehold interests in restaurant locations.
Selected  Company owned  restaurants in northeast Ohio and central  Pennsylvania
will  receive new  interiors,  outdoor  signage and exterior  improvements.  The
Company expects to have a significant portion of the renovations completed prior
to the end of November to  capitalize  on the high  traffic  generated  from the
Christmas shopping season.

The promissory note in the principal  amount of $1,139,563  incurred in the
purchase of MIE requires a semi-annual  principal payment of $113,956 on June 1,
1998 in addition to the 8% interest  payment which began on June 1, 1997.  Also,
on September 1, 1998, a promissory  note in the principal  amount of $390,418 is
payable in full to Magee Industrial Enterprises.

For the three month period ended September 28, 1997, management has reduced
the cost of sales by  6.77%,  total  cost and  expenses  by 9.01%,  general  and
administrative costs by
                                                        11
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7.59%  as a  percentage  to  total  revenues  and  reduced  the  loss  from
operations before depreciation and amortization by $166,132 compared to the same
period last year.

For  the  three  month  period  ended   September  28,  1997,  the  Company
experienced a negative  cash flow  resulting  primarily  from cash losses in the
Cincinnati  and Florida  markets,  the  development  of the new  seafood  grille
concept  in  Detroit,  increased  professional  fees  related  to SEC and NASDAQ
registrations   and  lease  obligation   settlements.   Management  is  pursuing
arrangements  to limit its  financial  obligations  and  operating  expenses  at
certain  under  performing  company  owned  restaurants.  On July 28, 1997,  the
Company entered into a management  agreement to operate three restaurants in the
Cincinnati market.  Under the management  agreement,  the manager is responsible
for operating  costs in connection  with these  restaurants and the Company will
receive a fee based on a percentage of the stores  revenues and certain  minimum
monthly payments.  The agreement  transfers  financial  responsibilities  to the
operator,  who will become a franchisee at each  location  upon the  contractual
fulfillment  of  each  lease  for  each  restaurant  being  operated  under  the
management agreement.

The Company  believes  that with its current cash  resources  including the
anticipated issue of Preferred Stock, cash flow from operations,  continued cost
savings and  anticipated  proceeds from a  sale-leaseback  of real estate on one
location in central  Pennsylvania there will be adequate working capital through
September 28, 1998.

Seasonality

The Company derives a significant  portion of its sales during the November
and December  holiday  season,  which is reflected  in the  Company's  operating
results for the second  quarter  ending  December  31. This  seasonal  effect is
dependent upon the general  retailing  environment and customers'  preference to
shopping malls.  Approximately 70% of the Company's  restaurants are in shopping
malls. The Company derives  approximately  15% of its total annual revenues from
operations of the stores located in shopping malls during the holiday season.

PART II           OTHER INFORMATION

                  Item 1            Legal Proceedings

                                            None

                  Item 2            Changes in Securities

                                            None

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                 Item 3            Defaults on Senior Securities

                                            None

                  Item 4         Submission of Matters to a Vote of Shareholders

                                            None

                  Item 5            Other Information

                                            None

                  Item 6            Exhibits and Reports on Form 8-K

                                            None



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.

                                               ARTHUR TREACHER'S, INC.
 
                                                        (Registrant)




                                               /s/ R.  Frank Brown  
                                               R. FRANK BROWN
                                               President, Chief Executive
                                                    Officer and Treasurer
 
Date: November 12, 1997







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