Filed pursuant to Rules 424(b)(3)
and 424(c) of Regulation C
PROSPECTUS SUPPLEMENT DATED JANUARY 14, 1997
TO PROSPECTUS DATED AUGUST 7, 1996
CAFETERIA OPERATORS, L.P.
12% Senior Secured Notes due December 31, 2001
___________________________________
PLAN OF DISTRIBUTION
On January 14, 1997, The Mutual Life Insurance Company of New
York sold an aggregate principal amount of $3,900,158.95 of the
Notes pursuant to this Prospectus, to Donaldson, Lufkin and
Jenrette for a negotiated price. Such sale includes all Notes
being offered by The Mutual Life Insurance Company of New York
pursuant to this Prospectus. Donaldson, Lufkin and Jenrette may
offer or reoffer any or all of such principal amount it purchased.
RECENT DEVELOPMENTS
Change in Accountants
On the recommendation of the Company's Audit Committee,
Deloitte & Touche LLP ("Deloitte & Touche") was dismissed by the
Board of Directors of the Parent effective September 17, 1996.
There have been no disagreements with Deloitte & Touche on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, during the Parent's two
most recent fiscal years or any subsequent interim period which, if
not resolved to the satisfaction of Deloitte & Touche, would have
caused it to make a reference to the subject matter of the
disagreement(s) in connection with any report issued by Deloitte &
Touche. The Deloitte & Touche report on the financial statements
of the Parent and the Company for the fiscal year ended January 3,
1995, dated March 2, 1995, included an explanatory paragraph which
identified factors which raised substantial doubt about the ability
of the Parent and the Company to continue as going concerns. As a
result of the Restructuring during the first quarter of 1996, and
the significant reduction in the Company's debt burden and
resulting interest expense, the March 28, 1996 reports of Deloitte
& Touche, covering the fiscal year ended January 2, 1996 did not
contain any form of qualification or uncertainty regarding the
financial status of the Parent or the Company.
Effective September 17, 1996, the Board of Directors, on the
recommendation of the Parent's Audit Committee, appointed KPMG Peat
Marwick LLP as the independent public accountants of the Company
and the Parent for the fiscal year ending December 31, 1996.
Directors and Executive Officers
At the 1996 Annual Meeting of Stockholders of the Parent, held
on November 21, 1996 (the "1996 Annual Meeting"), the stockholders
of the Parent elected Suzanne Hopgood, Kevin E. Lewis, Gilbert C.
Osnos, Kenneth F. Reimer, Sanjay Varma and E.W. Williams, Jr. for
one-year terms as directors of the Parent, to hold office until the
1997 Annual Meeting of Stockholders. Biographies of each of these
directors are set forth in the Prospectus under "MANAGEMENT -
Directors and Executive Officers." Mr. Russell A. Belinsky, a
director since January 1996, chose not to stand for reelection.
At the request of the Board of Directors of the Parent,
Kevin E. Lewis continued as President and Chief Executive Officer
of the Parent past the September 30, 1996 date previously
established for his resignation from these positions. On December
24, 1996, Mr. Lewis tendered his resignation from these positions,
effective December 31, 1996. On December 24, 1996, Mr. Lewis
agreed with the Board of Directors of the Parent to remain as
Chairman of the Board into 1997. Mr. Kenneth F. Reimer, a director
of the Parent, was elected interim President and Chief Executive
Officer of the Parent, effective January 1, 1997. Mr. Reimer's
service in these positions may be terminated at any time by either
Mr. Reimer or by the Board of Directors. The biography of Mr.
Reimer is set forth in the Prospectus under "MANAGEMENT --
Directors and Executive Officers."
Third Quarter Operating Results
<TABLE>
<CAPTION>
FINANCIAL DATA (UNAUDITED)
(Amounts in thousands)
Thirteen Weeks Thirteen Thirty-Nine Weeks Thirty-Nine Weeks
Ended Weeks Ended Ended
October 1, Ended October 1, October 3,
1996 October 3, 1996 1995
</CAPTION>
<S> <C> <C> <C> <C>
Sales $ 50,002 $ 53,944 $ 149,497 $ 160,914
Operating Income 2,223 184 7,839 1,427
Interest Expense 59 6,723 182 19,500
Net Income (Loss) $ 2,164 $ (6,539) $ 7,657 $ (18,073)
</TABLE>
