CHOCK FULL O NUTS CORP
10-Q, 1994-06-14
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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



For Quarter Ended April 30, 1994 Commission File Number 1-4183



                          CHOCK FULL O' NUTS CORPORATION                      
   (Exact Name of Registrant As Specified In Its Charter)




   New York                                                 13-0697025    _   
   (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                       Identification No.)



   370 Lexington Avenue, New York, N.Y.                         10017 
   (Address of Principal Executive Offices)                   (Zip Code)


Registrant's Telephone Number, including Area Code     (212) 532-0300           
         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      


No. of Shares of Common Stock ($.25 par value) outstanding as of 
June 10, 1994 - 10,119,032 

   

   CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

   INDEX

                                                                    Page No.
PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

   Unaudited Condensed Consolidated Balance Sheets -
  April 30, 1994 and July 31, 1993                              1 & 2 of 16

   Unaudited Condensed Consolidated Statements of Operations-
  Three Months Ended April 30, 1994 and 1993                        3 of 16

   Unaudited Condensed Consolidated Statements of Operations -
  Nine Months Ended April 30, 1994 and 1993                         4 of 16

   Unaudited Condensed Consolidated Statements of Cash Flows -
  Nine Months Ended April 30, 1994 and 1993                         5 of 16

   Unaudited Condensed Consolidated Statement of Stockholders' Equity -
  April 30, 1994                                                6 & 7 of 16

   Notes to Unaudited Condensed Consolidated Financial 
  Statements - April 30, 1994                          8, 9, 10 & 11  of 16

Item 2.   Management's Discussion and Analysis of 
  Financial Condition and Results of Operations           12, 13 & 14 of 16


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                        15 of 16

Item 6.   Exhibits and Reports on Form 8-K                         15 of 16

Signatures                                                         16 of 16

PART I. FINANCIAL INFORMATION
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

                                     April 30,                July 31,
                                         1994                    1993   
                                   (Unaudited)                  (Note)

ASSETS
Current assets:
   
  Cash and cash equivalents        $7,058,702             $   5,469,159

  Receivables, principally
   trade, less allowances
   for doubtful accounts and
   discounts of $1,119,000
   and $1,081,000                  26,843,745                25,319,816

  Inventories                      41,133,581                38,385,397

  Net assets of product line
   held for sale                                             24,970,356

  Marketable securities            25,153,984   

  Prepaid expenses and other        3,430,596                 3,222,586

     Total current assets         103,620,608                97,367,314

Property, plant and 
 equipment - at cost   $94,765,048               $91,098,376 

  Less allowances for
   depreciation and
   amortization    (40,219,273)    54,545,775  (35,502,700)  55,595,676

Real estate held for 
 sale or development, at cost       5,404,243                 5,404,243

Other assets and deferred charges  29,966,887                31,040,452

Excess of cost over net
 assets acquired                    6,115,423                 5,896,404

                                 $199,652,936              $195,304,089



Note:   The balance sheet at July 31, 1993 has been derived from the audited 
     financial statements at that date, restated for the adoption of FASB 109.
         
See notes to unaudited condensed consolidated financial statements.




1 of 16
<PAGE>
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS



                                                 April 30,         July 31,
                                                     1994             1993  
                                                (Unaudited)          (Note)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

  Accounts payable                                $12,510,189   $ 10,804,095 

  Accrued expenses                                 13,001,740     13,605,564 

  Income taxes                                      1,938,244        935,359 

        Total current liabilities                  27,450,173     25,345,018 

Long-term debt, excluding current
 installments                                      107,166,268   108,092,174 

Other noncurrent liabilities                         2,095,412     5,003,738 

Deferred income taxes                                3,878,000     3,878,000 

Stockholders' equity:
  Common stock, par value $.25 per share;
    Authorized 50,000,000 shares:
    Issued 10,594,554 and 10,592,264
       shares                                        2,648,639     2,648,066 
    Additional paid-in-capital                      47,274,704    47,255,836 
    Retained earnings                               17,937,907    10,457,264 
    Cost of 475,522 and 275,522 shares in treasury  (6,573,719)   (4,723,719)
    Deferred compensation under stock bonus
      plan and employees' stock ownership plan      (1,799,448)   (2,227,288)
    Unfunded pension losses                           (425,000)     (425,000)

          Total stockholders' equity                59,063,083    52,985,159 

                                                  $199,652,936  $195,304,089 



Note:   The balance sheet at July 31, 1993 has been derived from the audited
      financial statements at that date, restated for the adoption of FASB 109.

See notes to unaudited condensed consolidated financial statements.



2 of 16
<PAGE>
   CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

   UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                           Three Months Ended April 30,
                                                  1994         1993

Revenues:            
  Net sales                                   $61,467,118    $67,667,967
  Rentals from real estate                        507,263        477,957 

                                               61,974,381     68,145,924 

Cost and expenses:
  Cost of sales                                41,307,351     41,901,973 
  Selling, general and       
    administrative expenses                    18,838,018     22,230,682 
  Expenses of real estate                         450,083        399,197 

                                               60,595,452     64,531,852 

    Operating profit                            1,378,929      3,614,072 

Interest and dividend income                      464,077         81,332 

Interest expense                               (2,206,533)    (2,782,925)

Other income - net                                 27,731         23,585

    (Loss)/income from continuing operations
      before income taxes                        (335,796)       936,064 

Income taxes                                      (66,000)       448,500 

    (Loss)/income from continuing operations     (269,796)       487,564 

Discontinued operations - loss on disposition                   (535,116)
    
                             
Net (loss)                                      $(269,796)      $(47,552)

Income/(loss) per share
  Primary                  
     Continuing operations                          $(.03)         $ .05 

     Net (loss)                                     $(.03)         $(.01)

  Fully diluted
     Continuing operations                          $(.03)         $ .05 
     
     Net (loss)                                     $(.03)         $(.01)


See notes to unaudited condensed consolidated financial statements.



   3 of 16
<PAGE>
CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

   UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                Nine Months Ended April 30,
                                                    1994          1993
Revenues:
  Net sales                                    $194,511,125    $183,766,846 
  Rentals from real estate                        1,564,199       1,393,210 

                                                196,075,324     185,160,056 

Cost and expenses:
  Cost of sales                                 128,184,432     116,128,167 
  Selling, general and       
    administrative expenses                      59,956,235      56,672,703 
  Expenses of real estate                         1,279,219       1,156,318 

                                                189,419,886     173,957,188 


    Operating profit                              6,655,438      11,202,868 

Interest and dividend income                        820,207         741,843 


Gain on sales of marketable securities                              335,577 
Gain on sale of product line                     13,208,393 

Interest expense                                 (6,551,336)     (7,441,756)

Other (deductions) - net                            (10,059)         (6,253)

    Income from continuing operations
      before income taxes                        14,122,643       4,832,279

Income taxes                                      6,642,000       2,017,500

    Income from continuing operations             7,480,643       2,814,779

Discontinued operations:
    Income from operations, net of income      
     taxes of $1,339,000                                          1,103,029
    Loss on disposition                                          (3,171,239)
                                                                 (2,068,210)
Net income                                       $7,480,643        $746,569 

Income per share
  Primary               
     Continuing operations                             $.73           $.28 

     Net income                                        $.73           $.08 

  Fully diluted
     Continuing operations                             $.51           $.28 
   
     Net income                                        $.51           $.08 

See notes to unaudited condensed consolidated financial statements.
4 of 16
<PAGE>
   CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

   UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                   Nine Months Ended April 30,
                                                           1994         1993

Operating Activities - Continuing Operations:
 Income from continuing operations                   $7,480,643    $ 2,814,779
 Adjustments to reconcile income from 
  continuing operations to net cash provided
   by operating activities:
  Depreciation and amortization of
   property, plant and equipment                      4,716,573      4,972,678 
  Amortization of deferred compensation
   and deferred charges                               3,308,321      3,323,122 
  Gain on sale of marketable securities                               (335,577)
  Gain on sale of product line                      (13,208,393)
  Other, net                                           (696,433)    (1,734,925)
  Changes in operating assets and liabilities:   
     (Increase)/decrease in accounts receivable      (1,204,455)       284,853
     (Increase) in inventory                         (2,742,184)    (5,277,705)
     (Increase)/decrease in prepaid expenses           (202,898)     1,062,438 
     (Decrease)/Increase in accounts payable,
       accrued expenses and income taxes               (923,025)       438,800 
NET CASH (USED IN)/PROVIDED BY CONTINUING OPERATIONS (3,471,851)     5,548,463 
Investing Activities - Continuing Operations:
 Proceeds from sale and collection of principal
   of marketable securities                           1,846,828     20,648,985 
 Purchases of marketable securities                 (27,000,812)
 Purchases of property, plant and equipment          (3,520,816)    (6,185,633)
 Proceeds from sale of product line                  38,109,205 
 Increase in assets held for sale                    (1,093,071)
 Acquisition of businesses                             (467,288)   (55,390,488)
NET CASH PROVIDED BY/(USED IN)          
 CONTINUING OPERATIONS                                7,874,046    (40,927,136)
Financing Activities - Continuing Operations:
 Proceeds from long-term debt                                       40,287,192 
 Principal payments on long-term debt                  (905,906)    (1,287,925)
 Purchase of treasury stock                          (1,850,000)
 Other                                                  (56,746)    (2,382,589)
NET CASH (USED IN)/PROVIDED BY CONTINUING          
 OPERATIONS                                          (2,812,652)    36,616,678 
Increase in Cash and 
  Cash Equivalents - Continuing Operations            1,589,543      1,238,005 
Cash and cash equivalents at beginning   
   of period - continuing operations                  5,469,159      2,529,123 

Cash and Cash Equivalents at End of Period -
   Continuing Operations                             $7,058,702    $ 3,767,128 


See notes to unaudited condensed consolidated financial statements.





   5 of 16
<PAGE>
   CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

   UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                                    Common Stock              
                                            Issued               In Treasury
                                       Shares     Amount     Shares     Amount
                                                    In Thousands

Balance at July 31, 1993 - as reported   10,592   $2,648        276    $4,724
Restatement due to adoption of FASB 109                               
Balance at July 31, 1993 - as restated   10,592    2,648        276     4,724
Net income
Conversion of subordinated debentures         3        1

Purchase of treasury stock                                      200     1,850

Deferred compensation under stock
  bonus plan and employees' stock
  ownership plan:
    Amortization
                                  
Balance at April 30, 1994                10,595   $2,649        476    $6,574









See notes to unaudited condensed consolidated financial statements.

























6 of 16
<PAGE>

   CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES

   UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                           Deferred
                         Compensation
                          Under Stock
                         Bonus Plan and   Unfunded   Additional
                        Employees' Stock   Pension   Paid-In       Retained
                          Ownership Plan    Losses   Capital       Earnings
                                            In Thousands                    

Balance at July 31, 1993 -   
 as reported                   $2,227      $ 425      $47,256       $11,809
Restatement due to adoption 
 of FASB 109                                                         (1,352)
Balance at July 31, 1993 
 as restated                    2,227        425       47,256        10,457
Net income                                                            7,481     
Purchase of treasury stock
Conversion of subordinated debentures                      19
Deferred compensation under stock
  bonus plan and employees' stock
  ownership plan:                       
    Amortization                 (428)                                

Balance at April 30, 1994      $1,799      $ 425      $47,275      $ 17,938

See notes to unaudited condensed consolidated financial statements.
























7 of 16
<PAGE>

CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


April 30, 1994
(A) The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X.  Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting principles 
for complete financial statements.  In the opinion of management, all 
adjustments (consisting of normal recurring accruals) considered necessary for 
a fair presentation have been included.  Operating results for the three and 
nine months ended April 30, 1994 and 1993 are not necessarily indicative of 
the results that may be expected for a full fiscal year.  For further 
information, refer to the consolidated financial statements and footnotes 
thereto included in the Company's annual report on Form 10-K for the year 
ended July 31, 1993.

(B) In April 1993, the Company and Jimbo's Jumbos, Incorporated ("JJI") entered
into an agreement to merge JJI with and into a company controlled by John W. 
Kluge and his affiliates. Pursuant to the merger, which was consummated on 
July 8, 1993, the Company, as well as all other stockholders of JJI received 
$6.93 per share for each share owned.  The  proceeds ($32,917,500) were used 
to reduce outstanding bank debt incurred for the acquisition of Cain's Coffee 
Co. (see Note E).  A loss of $3,171,000 was incurred in connection with the 
sale and was charged to discontinued operations, of which $2,636,000 had been 
provided for in the three months ended January 31, 1993. The Company has 
restated its financial statements to present the operating results of JJI for 
the three and nine months ended April 30, 1993 as a discontinued operation.  

(C) Primary per share data are based on the weighted average number of common 
shares outstanding of 10,119,000 and 10,288,000, respectively, for the three 
months ended April 30, 1994 and 1993 and 10,198,000 and 10,240,000, 
respectively, for the nine months ended April 30, 1994 and 1993.  The three 
and nine month periods ended April 30, 1993 have been retroactively adjusted 
for a 3% stock dividend distributed in July 1993.  Fully diluted earnings per 
share assumes conversion of outstanding debentures.

(D) Inventories are stated at the lower of cost (first-in,first-out) or market.
The components of inventory consist of the following:

                                    April 30,       July 31,
                                        1994           1993    
  
  Finished goods                 $25,031,289    $24,657,182
  Raw materials                   11,743,403      9,139,425
  Supplies                         4,358,889      4,588,790
                                 $41,133,581    $38,385,397









8 of 16
<PAGE>

(E) In December 1992, the Company acquired the stock of Cain's Coffee Co. 
("Cains") and certain trademarks related to that business from Nestle' 
Beverage Company and an affiliate for approximately $52,000,000 in cash.  
Cain's business consists primarily of sales of coffee and related products to 
food service customers in parts of the Midwest and Southwest.  In connection 
with the acquisition, which has been accounted for as a purchase transaction, 
the Company acquired assets with a fair value of approximately $55,750,000 
(including trademarks, covenant not to compete and customer list of 
$20,900,000, included in other assets and deferred charges on the consolidated
balance sheets) and assumed liabilities of approximately $3,750,000.  The 
Company used the proceeds (approximately $20,500,000) from the sale of a 
substantial portion of its marketable securities to finance a portion of the 
purchase price and financed the remainder through additional borrowings from 
its Banks.

The following pro forma unaudited results of operations assume the acquisition
of Cains occurred at August 1, 1992, and give effect to certain adjustments, 
including depreciation of property, plant and equipment, amortization of a 
covenant not to compete, trademarks and customer lists and interest expense 
resulting from the acquisition and related financing.

                                             Nine Months
                                                   Ended
                                                April 30,  
                                                    1993      
 Net sales                                  $207,126,000
 Income from continuing operations          $  3,022,000
 Income from continuing operations 
  per share                                 $        .30 
 Net income                                 $    954,000
 Net income per share                       $        .09


(F) Under the Company's amended and restated revolving credit and term loan 
agreements (collectively the "Loan Agreements") with National Westminster Bank
USA and Chemical Bank (the "Banks"), the Company may, from time to time, borrow
funds from the Banks, provided that the total principal amount of all such 
loans outstanding at any time may not exceed $40,000,000.  Interest (7.5% at 
April 30, 1994) on all such loans is equal to prime rate plus three quarters of
a percent, subject to adjustment based on the level of loans outstanding.  
Outstanding borrowings under the Loan Agreements may not exceed certain 
percentages of and are collateralized by, among other things, the trade 
accounts receivable and inventories, and substantially all of the machinery and
equipment and real estate of the Company and its subsidiaries.  All loans made 
under the term loan agreement ($10,000,000 at April 30, 1994) are to be repaid 
in December 1997.  Pursuant to the terms of the Loan Agreements, the Company 
and its subsidiaries, among other things, must maintain a minimum net worth and
meet ratio tests for liabilities to net worth and coverage of fixed charges and
interest, all as defined.  The Loan Agreements also provide, among other 
things, for restrictions on dividends (except for stock dividends) and require 
repayment of outstanding loans with excess cash flow, as defined.





9 of 16
<PAGE>


(G) In November 1992, the Company acquired a controlling interest in a
partnership which owns Dana Brown Private Brands, Inc., a company which 
markets and sells coffee and tea products, servicing food retailers and 
distributors located primarily in the Midwest.  The purchase price was 
$2,000,000, plus approximately $2,500,000 for the cost of inventory.  
The pro forma effects on the Company's operations as if this business had 
been acquired on August 1, 1992 are not material.

(H) Prepaid expenses and other on the unaudited condensed consolidated balance
sheets includes deferred income taxes of $1,442,000.

(I) On October 8, 1993, the Company and Gourmet Coffees of America, Inc.("GCA")
entered into an agreement to sell Hillside Coffee of California, Inc. 
("Hillside") to GCA.  Pursuant to the agreement, which was consummated on 
November 19, 1993, the Company received (a) $38,500,000 in cash and (b) 75,000 
shares of stock representing approximately one-half of one percent of the 
equity of GCA.  The operating profits of Hillside, before intercompany 
charges, for the period August 1, 1993 to November 19, 1993 and the nine 
months ended April 30, 1993, included in the results of operations are as 
follows:

                                        Period from          
                                        August 1, 1993 to Nine months ended 
                                        November 19, 1993    April 30, 1993

 Net sales                                     $9,557,000       $21,011,000
 Cost and expenses: 
   Cost of sales                                4,169,000         8,594,000
   Selling, general and
     administrative expenses                    3,566,000         8,533,000
                                                7,735,000        17,127,000 

 Operating profit                              $1,822,000        $3,884,000

(J) In February 1992, the Financial Accounting Standards Board issued Statement
No. 109, "Accounting for Income Taxes."  The Company adopted the provisions of
the standard in its financial statements as of and for the three months ended
October 31, 1993 and restated its fiscal 1993, 1992, 1991 and 1990 financial 
statements.  The effect of adopting Statement 109 was to increase income from 
continuing operations by $147,000 in 1993 and 1992 and $12,000 in 1991 and 
1990.  The cumulative effect of adopting Statement 109 as of July 31, 1990, 
decreased the beginning balance of retained earnings by $1,670,000.

 Under Statement 109, the liability method is used in accounting for income 
taxes.  Under this method, deferred tax assets and liabilities are determined 
based on differences between financial reporting and tax bases of assets and 
liabilities and are measured using the enacted tax rates and laws that will be 
in effect when the differences are expected to reverse.  Prior to the adoption 
of Statement 109, income tax expense was determined using the deferred method. 
Deferred tax expense was based on items of income and expense that were 
reported in different years in the financial statements and tax returns and 
were measured at the tax rate in effect in the year the differences 
originated. 
10 of 16
<PAGE>



(K) On March 11, 1994, the Company acquired for approximately $467,000 all the 
operating assets and liabilities of a company engaged in the commercial 
franchising and operation of drive through food service establishments 
primarily engaged in the sale of gourmet coffee complimented by fresh bakery 
goods, sandwiches and ancillary products.  The acquisition is being accounted 
for as purchase.  Based  on a preliminary allocation of  the purchase price, 
the excess of cost over not assets acquired (approximately $360,000) is being 
amortized over a period of 15 years using the straight-line method.  The pro 
forma effects on the Companys operations as if this business had been 
acquired on August 1, 1992 are not material.   















































11 of 16
<PAGE>


CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operations

 The following is Management's discussion and analysis of certain 
significant factors that have affected the Company's operations during the 
periods included in the accompanying unaudited condensed consolidated 
statements of operations.

 In December 1992, the Company acquired the stock of Cain's Coffee Co. 
("Cains") and certain trademarks related to that business from Nestle' Beverage
Co. and an affiliate for $52,000,000 in cash.  The business of Cains consists 
primarily of sales of coffee and related products to food service customers in 
parts of the Midwest and Southwest.  See Note E to the Company's unaudited 
condensed consolidated financial statements as of and for the three and nine 
months ended April 30, 1994.

 In November 1992, the Company acquired a controlling interest in a 
partnership which owns Dana Brown Private Brands, Inc. ("Dana Brown"), a 
company which markets and sells coffee and tea products, servicing food 
retailers and distributors located primarily in the Midwest.  The purchase 
price was $2,000,000, plus approximately $2,500,000 for the cost of inventory. 
See Note G to the Company's unaudited condensed consolidated financial 
statements as of and for the three and nine months ended April 30, 1994.

 In April 1993, the Company and Jimbo's Jumbos, Incorporated ("JJI") 
entered into an agreement to merge JJI with and into a company controlled by 
John W. Kluge and his affiliates.  Pursuant to the merger, which was 
consummated on July 8, 1993, the Company, as well as all other stockholders of 
JJI, received $6.93 per share for each share owned (see Note B to the Company's
unaudited condensed consolidated financial statements as of and for the three 
and nine months ended April 30, 1994). A loss of $3,171,000 was incurred in 
connection with the sale and was charged to discontinued operations. The 
proceeds ($32,917,500) were used to reduce outstanding bank debt incurred for 
the acquisition of Cain's. The business of JJI consisted primarily of (1) 
shelling farmers' stock peanuts into commercial and seed grades of raw peanuts 
for sale to commercial processors of peanuts, seed dealers and farmers and (2) 
processing and packaging of in-shell peanuts and nuts, shelled peanuts and 
nuts, for sale to supermarkets.

 On October 8, 1993, the Company and Gourmet Coffees of America, Inc. 
("GCA") entered into an agreement to sell Hillside Coffee of California, Inc. 
("Hillside") to GCA. Pursuant to the agreement, which was consummated on 
November 19, 1993, the Company received (a) $38,500,000 in cash and (b) 75,000 
shares of stock representing approximately one-half of one percent of the 
equity of GCA. See Note I to the Companys unaudited condensed consolidated 
financial statements as of and for the three months ended April 30, 1994.  A 
pre-tax gain of approximately $13,200,000 was recorded on the sale and 
approximately $25,000,000 of the proceeds have been invested in short term 
marketable securities. Hillside's business consisted of roasting, packing, 
distributing and marketing specialty coffee to supermarkets.

 The discussion and analysis that follows relates solely to the continuing 
operations of the Company.



12 of 16 
<PAGE>

CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operations - Continued

 Net sales decreased $6,201,000 or 9.2% and increased $10,744,000 or 5.8% 
for the three and nine months ended April 30, 1994, respectively, compared to 
the comparable periods of the prior year.  The decrease in net sales for the 
quarter was primarily due to the loss of sales from Hillside due to its 
disposition on November 19, 1993. The increase in net sales for the nine months
was primarily due to sales of Cains and Dana Brown (both acquired in the second
quarter of the prior fiscal year) partially offset by the loss of sales from 
Hillside. Cain's and Dana Brown were accounted for as purchases, and, 
therefore, were not included prior to their respective dates of acquisition.

 Operating profits from food products were $1,322,000 and $6,370,000 
decreases of 63% and 42% for the three and nine months ended April 30, 1994, 
respectively, compared to $3,535,000 and $10,966,000 for the comparable periods
of the prior year.  The decrease in operating profits for the quarter resulted
primarily from decreased gross margins and reduced operating profits from 
Hillside (due to its disposition), partially offset by reduced selling, general
and administrative expenses.  The reduced gross margins  were attributable to 
the inability to increase selling prices (due to competition) commensurate with
the increased costs of coffee. Selling, general and administrative expenses 
decreased in the quarter primarily due to reduced payroll, brokerage, promotion
and bad debt expenses.  The decrease in operating profits for the nine months 
resulted primarily from decreased gross margins and reduced operating profits 
from Hillside (due to its disposition), partially offset by the operations of 
Cains (included for the entire period for the current nine months) and reduced
selling, general and administrative expenses for operations included in both 
the current and prior year.  The reduced gross margins were attributable to the
inability to increase selling prices (due to competition) commensurate with the
increased costs of coffee.  Selling, general and administrative expenses 
decreased in the nine months period due to reduced advertising and payroll 
costs, partially offset by increased coupon costs.

 (Loss)/income from continuing operations was $(270,000) and $7,481,000 or 
$(.03) and $.73 per share for the three and nine months ended April 30, 1994, 
respectively, compared to $488,000 and $2,815,000 or $.05 and $.28 per share 
for the comparable periods of the prior year.  The difference for the quarter 
was primarily due to decreased operating profits from food products, partially 
offset by decreased interest expense, increased investment income and decreased
income taxes.  The difference for the nine months was primarily due to the gain
on sale of Hillside Coffee of California, Inc. (the Company's specialty coffee 
product line) of $7,068,000 or $.69 per share, partially offset by decreased 
operating profits from food products, decreased interest expense and decreased 
income taxes.

Liquidity and Capital Resources

 As of April 30, 1994, working capital was approximately $76,000,000 and 
the ratio of current assets to current liabilities was approximately 3.8 to 1.

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CHOCK FULL O' NUTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Liquidity and Capital Resources - Continued


 On November 19, 1993, the Company consummated the sale of Hillside Coffee 
of California, Inc. and received, among other consideration, $38,500,000 in 
cash which has substantially been invested in short-term marketable securities.
See Note I to the Company's unaudited consolidated financial statements as of 
and for the three and nine months ended April 30, 1994.

 The Company believes that its cash flow from operations, its amended 
agreements with its Banks and its short-term investments provide sufficient 
liquidity to meet its working capital and capital requirements.

The recent significant price rise in the cost of coffee in May and June 
has caused the Company to increase its selling prices for coffee.  The Company
is unable to estimate the impact of the recent selling price increases and 
possible further increases in the cost of coffee on future operating results.




































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Part 2.    Other Information

Item 1.    Legal Proceedings

           None

Item 6.    Exhibits and Reports on Form 8-K

       a)  Exhibits - none

        b)  Reports on Form 8-K - none















































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SIGNATURES


  Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant duly caused this Report of Form 10-Q to be signed on its behalf 
by the undersigned, thereunto duly authorized.

        CHOCK FULL O' NUTS CORPORATION
                (Registrant)





June 14,  1994                                  
                                            Marvin I. Haas
                                            Vice Chairman of the Board and
                                            Chief Executive Officer


June 14, 1994                                   
                                            Howard M. Leitner
                                            President and Chief Financial and
                                            Accounting Officer


































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