PICCADILLY CAFETERIAS INC
10-K, 1994-09-28
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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549
                                      FORM 10-K

[X]  Annual  Report  Pursuant  to  Section  13  or  15(d)  of the
       Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended June 30, 1994
                          _____________

[ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 [No Fee Required]

For the transition period from ______________  to _________________
          
Commission file Number         0-9037
                          _______________

                         Piccadilly Cafeterias, Inc.
                         ____________________________

               (Exact name of registrant as specified in its charter)
          
          Louisiana                               72-0604977
     ________________________                  ________________
 (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)             Identification No.)

          3232 Sherwood Forest Blvd., Baton Rouge, Louisiana    70816
        _______________________________________________________________
          (Address of principal executive offices)          (Zip Code)

Registrant's telephone number,  including area code (504) 293-9440
                                                    _______________

       Securities registered pursuant to Section 12(b) of the Act:
Title of each class               Name of each exchange on which registered
          
 Common Stock                        New York Stock Exchange
___________________               _____________________________

        Securities registered pursuant to Section 12(g) of the Act:
          None
       ______________
      (Title of class)

          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 [   ]

          Indicate  by  check  mark  if  disclosure  of  delinquent  filers
          pursuant  to  Item  405  of   Regulation   S-K (229.405  of  this
          chapter) is not contained herein, and will not  be  contained, to
          the  best  of  registrant's  knowledge,  in  definitive proxy  or
          information statements incorporated by reference  in  Part III of
          this Form 10-K or any amendment to this Form 10-K.        [   ]

          The  aggregate  market  value  of  the voting stock held by  non-
          affiliates of the registrant based on  the  closing price of such
          stock on September 20, 1994 was $68,175,259.

          The  number  of shares outstanding of Common Stock,  without  par
          value, as of September 20, 1994 was 10,141,399.


                             DOCUMENTS INCORPORATED BY REFERENCE

            Portions of  the  Annual Shareholders Report for the year ended
            June 30, 1994 are incorporated by reference into Part II.
            Portions of the proxy  statement  for  the  year ended June 30,
            1994 are incorporated by reference into Part III.
            Exhibit Index is on Page 15.


<PAGE> 2


                                        PART I
            Item 1.  Business

            General Development of Business

            Piccadilly Cafeterias, Inc. was incorporated  under the laws of
            Louisiana  in 1965 and is the successor to various  predecessor
            corporations   and  partnerships  which  operated  "Piccadilly"
            cafeterias beginning  with the acquisition of the first unit in
            1944.  Except where the  context otherwise indicates, the terms
            "Company", "Piccadilly", and  "Registrant" as used herein refer
            to  Piccadilly  Cafeterias,  Inc.,  its  predecessors  and  its
            subsidiaries.
            
            At June 30, 1994, the Company  operated  130  cafeterias  in 16
            states.    Of  these,  63  were  in  suburban malls, 22 were in
            suburban  strip  centers,  and  45 were free-standing  suburban
            locations.  Approximately 10 new  cafeterias are expected to be
            opened  during the year ending June  30,  1995.  The  following
            table sets  forth  certain information regarding development of
            the Company's cafeteria  chain during the five years ended June
            30, 1994:

<TABLE>
<CAPTION>

____________________________________________________________________________________________________
           Year Ended June 30                           1994      1993      1992      1991     1990
____________________________________________________________________________________________________
<S>                                                    <C>        <C>       <C>       <C>      <C>
Net sales per unit (in thousands)<FN1>                 $1,916     $1,868    $1,880    $1,903   $2,001

Units opened                                                3          1         3         2        9

Units closed                                                4         11         5         0        0

Units open at year-end                                    130        131       141       143      141

Total customer volume (in thousands)                   48,098     50,564    54,298    56,441   58,155


<FN1> Excludes cafeterias opened or closed during period.

</TABLE>                              
                             __________________________________


            During  1988,  the  Company  acquired  substantially all of the
            assets  of  the  Ralph  &  Kacoo's  seafood  restaurant  chain,
            headquartered   in   Baton  Rouge,  Louisiana,  including   six
            restaurants, a warehouse  and  seafood distribution facility, a
            catering  facility,  and a seafood  processing  facility.   The
            Company  holds  a  federally  registered  tradename,  "Ralph  &
            Kacoo's," and a federally  registered  trademark on its Ralph &
            Kacoo's catfish logo.
            
            At June 30, 1994 the Company operated seven "Ralph and Kacoo's"
            seafood restaurants in Louisiana, Mississippi  and  Texas.  One
            Ralph & Kacoo's seafood restaurant is expected to be  opened in
            the year ending June 30, 1995.  The following table sets  forth
            certain  information  regarding  development  of  the Company's
            restaurant chain during the five years ended June 30, 1994:

<TABLE>
<CAPTION>

____________________________________________________________________________________________________
           Year Ended June 30                           1994      1993      1992      1991     1990
____________________________________________________________________________________________________
<S>                                                    <C>       <C>       <C>       <C>      <C>    
Net sales per unit (in thousands)<FN1>                 $3,343    $3,362    $3,151    $3,995   $4,241
Units opened                                                0         0         1         3        0
Units closed                                                0         2         1         0        0
Units open at year-end                                      7         7         9         9        6


<FN1>    Excludes restaurants opened or closed during period.
</TABLE>

Although the  Company's  operations are in the southern, southwestern, and
western regions of the United States, the Company does not consider its 
growth to be limited to such areas.  During the year ended June 30, 1994, 
the Company opened its first cafeterias in Kansas City, Kansas and St. Louis, 
Missouri. During  the year ending June 30, 1995, the Company expects to open  
its first cafeterias in Louisville, Kentucky and Chicago, Illinois. 
Piccadilly evaluates numerous potential expansion locations each year, 
focusing on demographic  data  such  as  population densities, population 
profiles, income levels, traffic counts, as well as the extent of competition. 
The number of new cafeterias and restaurants that the  Company can open depends
upon its ability to secure appropriate locations, generate necessary financial
Resources, and develop personnel for expansion.

<PAGE> 3

Financial Information about Industry Segments
_______________________________________________

Under the provisions of Statement 14 of the Financial Accounting Standards
Board, the Company has determined that, during all periods included herein,
its business constituted a single reportable industry segment --  "cafeteria
and restaurant operations."

Cafeteria and Restaurant Operations
____________________________________

The Company's cafeterias seat from 250 to 450 customers each.  Each unit
offers a wide variety of food, at reasonable prices,  and with the convenience
of cafeteria service, to a diverse luncheon and dinner  clientele.   Cafeteria
personnel  cook  and prepare from scratch substantially all food served.   All
items  are prepared  from  standardized  recipes.  Menus  are  varied  at  the
discretion  of  unit  management  in  response  to  local  and  seasonal  food
preferences.

Like  most industry participants, the Company purchases foodstuffs (other than
some basic staples) through local or regional suppliers in small quantities in
order to  better  ensure freshness.  As a result, inventory is kept relatively
low; average per-cafeteria-inventory  at  June  30, 1994 was $15,000.  Food is
typically purchased on 30-day credit terms and sold  for  cash within such 30-
day period, thereby favorably affecting cash flow.
            
Ralph  &  Kacoo's  restaurants  seat  from  250 to 600 customers  each.  These
restaurants are full-service menu facilities.   All  of  the  food  served  is
cooked  and  prepared  by  the  restaurant  staff  from  standardized recipes.
Substantially all of the food, supplies, and other materials  required for the
preparation of meals are supplied by the Company-owned commissary.

The  commissary,  located  in  Baton  Rouge, Louisiana, contains approximately
26,500 square feet of restaurant food and  supplies storage.  Seafood accounts
for approximately 50% of inventory at the commissary.   In  order  to  provide
consistent  quality,  selection, and price throughout the year, the commissary
purchases in-season seafood in quantities sufficient to supply the restaurants
during  periods  when such  products  would  otherwise  not  be  available  at
reasonable prices in the marketplace.  On the average, seafood inventory turns
approximately once  every four months.  Inventory maintained at the commissary
at June 30, 1994, was  approximately  $2,692,000  while the average restaurant
inventory level at year-end was approximately $44,000.   The commissary is not
dependent upon a single supplier nor a small group of suppliers.

Each cafeteria and restaurant is operated as a separate unit under the control
of a manager and associate manager who have responsibility  for  virtually all
aspects  of  the  unit's business including purchasing, food preparation,  and
employee matters.   Twelve  district  managers, under the supervision of three
region managers, the president, and the  chief  executive officer, oversee and
regularly  inspect cafeteria operations. Three district  managers,  under  the
supervision  of  a  region  manager  and  the chief executive officer, oversee
restaurant operations.  The Company employed  approximately  7,300  persons at
June  30,  1994,  of  whom  all  but  77  general  office  employees worked at
Piccadilly's 137 cafeteria and restaurant locations and its commissary.

The food service industry is highly competitive.  Competitive  factors include
food  quality and variety, price, customer service, location, the  number  and
proximity of competitors, decor, and public reputation.  The Company considers
its principal  competitors to be other cafeterias, casual dining concepts, and
fast-food operations.   Like  other  food service operations, the Company must
remain attuned to changes in both consumer  preferences for food and habits in
patronizing eating establishments.
            
Customer  volume at established cafeterias and  sales  volume  at  established
restaurants  are  generally  higher in the Company's second fiscal quarter and
lower  in the third quarter.  These  patterns  reflect  the  general  seasonal
fluctuations of the retail industry.
            
Cost of  sales  is  affected  by  statutory minimum wage rates.  The Company's
operations are subject to federal,  state,  and  local  laws  and  regulations
relating to environmental protection, including regulation of discharges  into
the  air  and  water,  and relating to safety and labor, including the Federal
Occupational Safety and  Health Act and wage and hour laws.  Additionally, the
Company's operations are regulated  pursuant to state and local sanitation and
public health laws.  Operating units  utilize  electricity  and  natural  gas,
which  are  subject  to  various  federal and state regulations concerning the
allocation  of energy.  The Company's  operating  costs  have  been  and  will
continue to be affected by increases in the cost of energy.


<PAGE> 4

Item 2.  Properties

All but 18 of  the  cafeterias and restaurants operated by the Company at June
30, 1994, were held under  long-term  leases  with  differing  provisions  and
expiration  dates.  The 18 cafeterias and restaurants not held under long-term
leases are owned.   Leases  provide for monthly rentals, typically computed on
the basis of a fixed amount plus  a  percentage of sales.  Most leases contain
provisions permitting the Company to renew  for  one  or more specified terms.
These  leases  are  scheduled to expire, exclusive of renewal  provisions, as
follows:

                                 ________________________________________
                                     Five-year
                                      periods        Units    Units
                                  ending June 30    Operating  Closed
                                 _______________________________________        

                                        1998           46        1
                                        2003           27        1
                                        2008           31       11
                                        2013           14        3
                                        2018            1        -
                                 _______________________________________
                                       Total          119       16
                                 =======================================
                                        _________________________

Reference is made to  Note D of the Notes to Consolidated Financial Statements
for certain additional information regarding the Company's leases.
            
All cafeterias and restaurants  have  been constructed or remodeled since 1984
and  all cafeteria equipment is maintained  and  modernized  as  necessary  to
maintain  appearance  and  utility.  For a discussion of the Company's current
remodeling  program see Management's  Discussion  and  Analysis  of  Financial
Condition and  Results  of  Operations  on  pages  10  and  11  of  the Annual
Shareholders Report for the year ended June 30, 1994.  The list below provides
a  general geographic review of the locations of the Company's cafeterias  and
restaurants at June 30, 1994:

                                 __________________________________________
                                    State       Cafeterias    Restaurants
                                 __________________________________________

                                   Alabama           6
                                   Arizona           4
                                   California        1
                                   Florida          22
                                   Georgia          18
                                   Kansas            1
                                   Louisiana        26           5
                                   Mississippi       3           1
                                   Missouri          2
                                   North Carolina    5
                                   Oklahoma          5
                                   South Carolina    2
                                   Tennessee        11
                                   Texas            17          1
                                   Virginia          7

                                      ___________________________________

The  Company  utilizes  generally standardized building configurations for its
new cafeterias and restaurants  in terms of seating, food display, preparation
areas, and other factors and attempts  to  build  out  floor space to maximize
efficient use of available space.

The  Company  continues  to  pursue  strategies to increase the  capacity  and
utilization of its cafeterias.  Although  most of the Company's cafeterias are
single-line,  33 of the Company's cafeterias  are  double-line  which  provide
increased capacity  at  peak hours.   The Company does not currently intend to
convert any of its single-line cafeterias to double-line.

Piccadilly's general offices  occupy  approximately  two-thirds  of a Company-
owned  45,000 square foot office building completed in 1974 and located  on  a
Company-owned  tract  comprising  approximately  five  acres  in  Baton Rouge,
Louisiana.  The remainder of the building is leased to commercial tenants.

<PAGE> 5
Item 3.  Legal Proceedings

The  Company  is  not  a  party to and does not have any property that is  the
subject of any legal proceedings  pending  or, to the knowledge of management,
threatened, other than ordinary routine litigation  incidental to its business
and proceedings which are not material or as to which  management believes the
Company has adequate insurance.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Executive Officers of the Registrant

On September 27, 1994 James W. Bennett resigned as Chairman of the Board and 
Chief Executive Officer of the Company.  Dr. Paul W. Murrill has been named
Chairman of the Board.  A committee of the Board, chaired by Dr. Murrill,
will begin a search for a new Chief Executive Officer.  In the interim,
the Board has appointed a Management Committee to assume the responsibilities
of the office of the chief executive officer.  The members of the Management
Committee are Malcolm T. Stein, who is chairman of the committee, Ronald A.
LaBorde and James E. Durham.

Executive  officers are elected annually by the Board of  Directors  and  hold
office until  a  successor  is  duly  elected.   The  names  and  positions of
executive officers of the Registrant, together with a brief description of the
business  experience  of each such person during the past five years,  is  set
forth below.

W. Scott Bozzell, Vice President  and  Assistant  Controller, age 31, has held
that  position  since May 1992.  He joined the Company  in  December  1988  as
Assistant Controller.

James E. Durham Jr.,  age  60,  became  Region Manager in 1981 and was elected
Senior Executive Vice President in August 1988.  Mr. Durham is a member of the
Management Committee.

Frederick E. Fuchs Jr., Executive Vice President  and Director of Real Estate,
age 47, has held that position since June 1986.

Jere W. Goldsmith Jr., Executive Vice President and  Region  Manager,  age 48,
has held that position since February 1992. From May 1987 to February 1992  he
was Executive Vice President and Director of Training.

Ronald  A.  LaBorde, age 38, Treasurer, Chief Financial Officer, and Executive
Vice President,  has held such positions since January 1992.  Prior to that he
was Executive Vice President, Secretary, and Controller.  Mr. LaBorde is a 
member of the Management Committee.

D. Thomas Landry,  Executive  Vice  President  and  Director  of  Maintenance,
Construction,  Design,  and  Equipment  Manufacturing,  age 42, has held  that
position since May 1992.  From July 1990 to May 1992 he was Vice President and
Director  of  Maintenance.   Before joining the Company in January  1989,  Mr.
Landry was a senior project manager with a mechanical contractor.

Robert P. Listen, Executive Vice President and Director of Technical Services,
age  46, has held that position  since  December  1992.   From  July  1987  to
November 1992 he was Executive Vice President and a district manager

Mark L. Mestayer, Executive Vice President, Secretary, and Controller, age 36,
has held such positions since May 1992.  From January 1992 to May 1992, he was
Vice President  and  Controller.   Prior  to  that,  he was Vice President and
Controller, Ralph & Kacoo's, since joining the Company in December 1988.

Joseph S. Polito, Executive Vice President and Director  of  Training, age 52,
has held that position since November 1992.  From 1987 to October 1992, he was
Executive Vice President and a district manager.

<PAGE> 6

Patrick R. Prudhomme, Executive Vice President and Region Manager, age 44, has
held that position since February 1992.  From January 1989 to February 1992 he
was Vice President and a district manager, Ralph & Kacoo's.  Prior  to that he
was Vice President and a unit manager.

C. Warriner Siddle, Executive Vice President and Region Manager, age  43,  has
held that position since February 1992.  From October 1984 to February 1992 he
was Executive Vice President and a district manager.

Malcolm  T. Stein Jr., President and Chief Operating Officer, age 61, has held
such positions  since  May 1993.  From February 1992 to May 1993 he was Senior
Executive Vice President  and  Chief Operating Officer.  From December 1988 to
February 1992 he was the General  Manager  of  the  Ralph & Kacoo's restaurant
division.  Mr. Stein had been a Region Manager of cafeteria  operations  since
1979.  Mr. Stein is a member of the Management Committee.

Donovan  B. Touchet, Executive Vice President and Director of Data Processing,
age 45, has held that position since June 1988.

Brian G. Von  Gruben, Executive Vice President and Director of Administration,
age 46, has held that position since May 1987.
                                               
                                               PART II

Item 5.  Market  for the Registrant's Common Stock and Related Security Holder
            Matters

Information regarding  Common Stock market prices and dividends, on the inside
front cover of the Annual  Shareholders  Report  for  the  year ended June 30,
1994, is incorporated herein by reference.

Item 6.  Selected Financial Data

"Selected   Financial  Data",  on  the  inside  front  cover  of  the   Annual
Shareholders  Report  for the year ended June 30, 1994, is incorporated herein
by reference.

Item 7.  Management's Discussion  and  Analysis  of  Financial  Condition  and
            Results of Operations

Management's  Discussion  and  Analysis  of Financial Condition and Results of
Operations, on pages 10 and 11 of the Annual  Shareholders Report for the year
ended June 30, 1994, is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

The  following  consolidated  financial  statements  and  supplementary  data,
included on pages 12 through 20 of the Annual Shareholders Report for the year
ended June 30, 1994, are incorporated herein by reference.

Consolidated balance sheets--June 30, 1994 and 1993
Consolidated statements of income--years ended June 30, 1994, 1993 and 1992
Consolidated statements of changes in shareholders' equity--years ended
            June 30, 1994, 1993 and 1992
Consolidated  statements  of  cash flows--years ended June 30, 1994, 1993  and
            1992
Notes to consolidated financial statements--June 30, 1994, 1993 and 1992

Item  9.  Changes in and Disagreements  with  Accountants  on  Accounting  and
               Financial Disclosure

None.

                                               PART III

In accordance  with  General Instruction G (3) to Form 10-K, Items 10, 11, 12,
and 13 have been omitted  since  the  Company  will file with the Commission a
definitive  proxy  statement  complying  with  Regulation  14A  involving  the

<PAGE> 7

election of directors not later than 120 days after  the  close  of its fiscal
year.   The  Company incorporates by reference the information in response  to
such items set forth in its definitive proxy statement.

                                               
                                               PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)   (1)  Financial Statements--The following are incorporated herein by
           reference in this Annual Report on Form 10-K from the indicated 
           pages of the Registrant's Annual Shareholders Report for the year 
           ended June 30, 1994:

                                                               Annual
                                                             Shareholders
                    Description                              Report Page
               ____________________                      ___________________

Consolidated balance sheets--June 30, 1994 and 1993               12
Consolidated statements of income--years ended 
      June 30, 1994, 1993 and 1992                                13
Consolidated statements of changes in shareholders' 
      equity--years ended June 30, 1994, 1993 and 1992            13
Consolidated statements of cash flows--years ended 
     June 30, 1994, 1993 and 1992                                 14
Notes to consolidated financial statements--
     June  30, 1994, 1993 and 1992                              15 - 19
Report of independent auditors                                     20


      (2)  Schedules--The following consolidated schedules and information are
           included in this annual report on Form 10-K on the pages indicated. 
           All other schedules for which provision is made in the applicable 
           accounting regulation of the Securities and Exchange Commission are 
           not required under the related instructions or are inapplicable,
           and therefore have been omitted.

                                                               Annual Report
                                                               on Form 10-K
                       Description                                  Page
                __________________________                   _________________
           
Schedule V--Property, plant and equipment                            10
Schedule VI--Accumulated depreciation, depletion 
   and amortization of property, plant and equipment                 11
Schedule VIII--Valuation and qualifying accounts                     12
Schedule IX--Short-term borrowings                                   13
Schedule X--Supplementary income statement information               14

         
         (3)  Listing of Exhibits -- See sub-section (c) below.

(b)   No reports on Form 8-K were filed during the last quarter of the year
            covered by this report.

(c)   Exhibits:
            
        (3) (a) Articles of Incorporation, incorporated by reference to Exhibit
                3.1 to Registrant's Form S-1, Registration No. 2-63249 filed 
                December 19,1978 (the "Form S-1"); amendment to Articles of 
                Incorporation, incorporated by reference to Exhibit 3 to 
                Registrant's Form 10-K, File No. 0-9037, filed September 14, 
                1987; amendment to Articles of Incorporation, incorporated by 
                reference to Exhibit 3 to Registrant's  Form  10-K, File No. 
                0-9037, filed September 27, 1988; and amendment to Articles of 
                Incorporation incorporated by reference to Exhibit 3(a) to 
                Registrant's Form 10-K, as amended, File No. 0-9037,  filed 
                September 28, 1989.

            (b) Bylaws of the Company incorporated by reference to Exhibit 3(a)
                to Registrant's Form 10-K, as amended, File No. 0-9037, filed 
                September 14, 1993.

        (4) (a) Piccadilly Cafeterias, Inc. Stockholders Rights Agreement,
                incorporated by reference to Exhibit 4 to the Form 8-K, File 
                No. 0-9037, filed August 22, 1988.
<PAGE> 8

            (b) Note Agreement dated as of January 31, 1989, relating to 
                $30,000,000 principal amount of 10.15% Senior Notes due 
                January 31, 1999, incorporated by reference to Exhibit 4 of 
                the Form 10-Q, File No. 0-9037,  filed  February 11, 1989.

        (10)(a) Piccadilly Cafeterias, Inc., Pension Plan, as amended, dated  
                May 3, 1993 incorporated  by reference to Exhibit 10(a) to 
                Registrant's Form 10-K, as amended, File No. 0-9037, filed 
                September 14, 1993.

            (b) Piccadilly Cafeteria, Inc. Employee Stock Purchase Plan, 
                incorporated by reference to Exhibit A to Registrant's Form 
                S-8, Registration No. 33-17737, filed October  7, 1989 and 
                amendment to Employee Stock Purchase  Plan, incorporated by 
                reference to Exhibit 10(b) to Registrant's Form 10-K, as 
                amended, File No. 0-9037, filed September 27, 1991.

            (c) Piccadilly Cafeterias, Inc. 1988 Stock Option Plan, 
                incorporated by reference to Exhibit 4.1 to Registrant's Form 
                S-8, Registration No. 33-27793, filed March 29, 1989; and 
                amendment to 1988 Stock Option Plan dated August 2, 1993 
                incorporated by reference to Exhibit 10(c) to Registrant's 
                Form10-K, as amended, File No. 0-9037, filed September 14, 
                1993.

        (13)(a) The inside front  cover of the Registrant's Annual Shareholders
                Report for the year ended June 30,1994, containing "Selected 
                Financial Data", is on page 16.

            (b) The inside front cover of the Registrant's Annual Shareholders 
                Report for the year ended June 30, 1994, containing "Stock 
                Information", is on page 17 .

            (c) Pages 10 and 11 of the Registrant's Annual Shareholders Report 
                for the year ended June 30, 1994, containing Management's 
                Discussion and Analysis of Financial Condition and Results of 
                Operations, are on pages 18 through 20.

            (d) Pages 12 through 19 of the Registrant's Annual Shareholders 
                Report for the year ended June 30, 1994, containing the 
                Consolidated Financial Statements and the Notes to the 
                Consolidated Financial Statements, are on pages 21 through 29.

            (e) Page 20 of the Registrant's Annual Shareholders Report for the 
                year ended June 30, 1994, containing the Report of Independent 
                Auditors, is on page 30.

        (21)   List of subsidiaries is on page 31.

        (23)   Consent of independent auditors is on page 32.

        (27)   Financial Data Schedules required in filings on EDGAR are on 
               page 33.

(d)    See response to Item 14(a)(2) of this report.

<PAGE> 9

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                              PICCADILLY CAFETERIAS, INC.
                                            _______________________________
                                                   (Registrant)


                                             By: /s/Ronald A. LaBorde
                                                 ____________________
                                                  Ronald A. LaBorde       
                                             Executive Vice President

                                             Date: September  27, 1994
                                                   ____________________

Pursuant to the requirements of  the  Securities  Exchange  Act  of 1934, this
report  has  been  signed  below  by  the  following persons on behalf of  the
Registrant and in the capacities and on the dates indicated.



/s/ Paul W. Murrill       9/27/94       /s/ James E. Durham, Jr.   9/27/94
________________________  ________      _________________________  _________
Dr. Paul W. Murrill,       Date          James E. Durham, Jr.,       Date
Chairman and Director                    Senior Vice President and
                                         Director*
                   

/s/ O.Q. Quick            9/27/94       /s/ Julia H. R. Hamilton    9/27/94
_______________________   _________     _________________________   ________
O.Q. Quick, Director         Date       Julia H. R. Hamilton,         Date
                                        Director

/s/ Malcolm T. Stein, Jr. 9/27/94      /s/ Mark L. Mestayer         9/27/94
_________________________ _________    __________________________   ________
Malcolm T. Stein, Jr.,      Date       Mark L. Mestayer, Executive    Date
President, Chief Operating             Vice President, Secretary,
Officer and Director*                  and Controller (Principal
                                       Accounting Officer)


/s/ Ronald A. LaBorde      9/27/94
_________________________  _________
Ronald A. LaBorde,           Date
Executive Vice President, 
Chief Financial Officer 
(Principal Financial Officer), 
and Director*


* Member of the Management Committee.


<PAGE> 10
<TABLE>
<CAPTION>
                                          SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

_______________________________________________________________________________________________________________
COL.   A                           COL. B         COL. C         COL. D        COL. E           COL. F
_______________________________________________________________________________________________________________

                                   Balance                                  Other Changes
                                 at Beginning   Additions                   Add (Deduct)      Balance at
Classification                    of Period      at Cost      Retirements     Describe       End of Period
_______________________________________________________________________________________________________________
<S>                            <C>            <C>             <C>           <C>                <C>
Year ended June 30, 1994:

 Land                          $  13,515,362  $  4,504,443    $    50,000   $                  $  17,969,805
 Buildings and leasehold 
  improvements                    92,912,145     8,776,196      1,858,770                         99,829,571
 Furniture and fixtures           81,587,949     9,399,687      3,543,515                         87,444,121
 Machinery and equipment          15,445,583     1,986,764      2,401,295                         15,031,052
 Construction in progress          1,688,952    25,744,233          -        (18,516,652)<FN1>     8,916,533
                               _______________ ______________ _____________ ________________  ________________   
                               $ 205,149,991  $ 50,411,323   $  7,853,580   $(18,516,652)       $229,191,082
                               =============== ============== ============= ================  ================
Year ended June 30, 1993:
 Land                          $  11,445,043  $  2,130,319   $     60,000   $                   $ 13,515,362
 Buildings and leasehold 
   improvements                  102,006,318     2,782,371     11,876,544                         92,912,145
 Furniture and fixtures           84,576,886     2,596,190      5,585,127                         81,587,949
 Machinery and equipment          15,269,338     1,201,190      1,024,945                         15,445,583
 Construction in progress            481,545     3,932,685          -        ( 2,725,278)<FN1>     1,688,952
                               _______________ ______________ ______________ ________________   _______________
                               $ 213,779,130   $12,642,755   $ 18,546,616   $( 2,725,278)      $ 205,149,991
                               =============== ============== ============== ================   ===============
Year ended June 30, 1992:
 Land                          $  11,448,840   $      -      $      3,797   $                  $  11,445,043
 Buildings and leasehold 
   improvements                  102,083,336     4,196,929      4,273,947                        102,006,318
 Furniture and fixtures           84,055,153     4,060,735      3,539,002                         84,576,886
 Machinery and equipment          13,746,732     2,432,945        910,339                         15,269,338
 Construction in progress          1,430,154     3,462,861           -       ( 4,411,470)<FN1>       481,545
                             ________________ ______________ ______________ _________________   _______________
                              $  212,764,215   $14,153,470   $  8,727,085   $( 4,411,470)       $ 213,779,130
                             ================ ============== ============== =================   ===============
<FN1> Amounts represent items transferred to other fixed asset categories and are included in the amounts in Column C.

</TABLE>
<PAGE> 11

<TABLE>
<CAPTION>

           SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
                                 OF PROPERTY, PLANT AND EQUIPMENT

_______________________________________________________________________________________________________________
COL.   A                           COL. B         COL. C         COL. D        COL. E           COL. F
_______________________________________________________________________________________________________________

                                   Balance                                  Other Changes
                                 at Beginning   Additions                   Add (Deduct)      Balance at
Classification                    of Period      at Cost      Retirements     Describe       End of Period
_______________________________________________________________________________________________________________
<S>                            <C>            <C>             <C>           <C>                <C>

Year ended June 30, 1994:
 Buildings and leasehold 
   improvements                $29,593,622    $  3,440,205    $1,065,155                       $31,968,672
 Furniture and fixtures         48,527,428       6,618,057     2,481,420                        52,664,065
 Machinery and equipment         9,799,938       1,661,810     1,633,145                         9,828,603
                              ______________  ______________ _____________                   _______________
                               $87,920,988     $11,720,072    $5,179,720                       $94,461,340
                              ==============  ============== =============                   ===============
Year ended June 30, 1993:
 Buildings and leasehold 
   improvements                $27,991,286     $  3,239,902   $1,745,373       $107,807<FN1>   $29,593,622
 Furniture and fixtures         44,111,905        7,155,676    3,144,579        404,426<FN1>    48,527,428
 Machinery and equipment         8,499,011        1,444,889      207,718         63,756<FN1>     9,799,938
                              ______________  ______________  ____________  ________________  ______________
                               $80,602,202      $11,840,467   $5,097,670       $575,989        $87,920,988
                              ==============  ==============  ============  ================  ==============
Year ended June 30, 1992:
 Buildings and leasehold 
   improvements                $25,544,875     $  3,440,392   $1,084,693      $  90,712<FN1>  $27,991,286
 Furniture and fixtures         36,911,070        8,219,369    1,260,230        241,696<FN1>   44,111,905
 Machinery and equipment         7,833,797        1,636,020    1,013,317         42,511<FN1>    8,499,011
                             _______________  ______________  ____________  ________________  ______________
                               $70,289,742      $13,295,781   $3,358,240      $ 374,919       $80,602,202
                             ===============  ==============  ============  ================  ==============

<FN1>  Additions to accumulated depreciation on reserved units which have been charged to the allowance for unit closings.

</TABLE>
<PAGE> 12

<TABLE>

                            SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS


_____________________________________________________________________________________________________________
COL. A                            COL. B                COL. C                 COL. D              COL. E
_____________________________________________________________________________________________________________
                                                       Additions
                                                    _______________
                                                               (2)
                                                     (1)      Charged to
                                Balance at         Charged to    Other
                                Beginning          cost and    Accounts-       Deduction--       Balance at
Description                     of Period          expenses    Describe         Describe       End of Period
_____________________________________________________________________________________________________________
<S>                           <C>                                            <C>                <C>
Reserves for Unit Closings:

Year ended June 30, 1993:
 Property, plant & equipment   
  allowance                   $  1,832,143                                   $   475,484<FN1>   $ 1,356,659
Current liability                  499,647                                       149,165<FN1>       350,482
Long-term liability              7,804,739                                     1,302,253<FN1>     6,502,486
                            ___________________                             __________________  _____________
                              $ 10,136,529                                   $ 1,926,902          8,209,627
                            ===================                             ==================  =============

Year ended June 30, 1992:

 Property, plant & equipment   
   allowance                  $ 11,458,442                                   $9,626,299<FN1>    $ 1,832,143
 Current liability               2,028,664                                    1,529,017<FN1>        499,647
 Long-term liability            12,945,382                                    5,140,643<FN1>      7,804,739
                           ___________________                              __________________  _____________ 
                               $26,432,488                                  $16,295,959         $10,136,529
                           ===================                              ==================  =============

<FN1> Deductions are for the write-off of certain property, plant and equipment relating to units closed and
       for the payment of other obligations (primarily rent) for those units closed and for those units for which
       a provision for unit closing was recorded during the year ended June 30, 1992 but were operating during
       the year ended June 30, 1993.

</TABLE>
<PAGE> 13

                           SCHEDULE IX - SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
_____________________________________________________________________________________________________
COL. A              COL. B          COL. C          COL. D          COL. E             COL. F
____________________________________________________________________________________________________
Category of                       Weighted         Maximum          Average           Weighted
 Aggregate          Balance        Average          Amount          Amount            Average
Short-term            at          Interest        Outstanding     Outstanding      Interest Rate
Borrowing         End of Year       Rate          During Year     During Year      During Year<FN1>
___________________________________________________________________________________________________
<S>                  <C>            <C>            <C>               <C>              <C>  
Year ended 
 June 30, 1994       $   -           -             $     -           $     -            -
            
Year ended 
 June 30, 1993       $     -         -             $     -           $     -            -
           
Year ended 
 June 30, 1992       
       Bank<FN2>     $     -         -             $3,744,000        $1,088,000<FN4>   6.0%
       Bank<FN3>     $     -         -             $3,000,000        $1,809,000<FN5>   6.7%


<FN1> Computed by dividing the actual interest expense by average short-term
        debt outstanding.
<FN2> Unsecured line of credit.
<FN3> Note(s) payable to bank(s).
<FN4> Computed by dividing the total of daily outstanding principal balances by
        number of days outstanding.
<FN5> Computed by dividing the total of month-end outstanding principal balances by 12.

</TABLE>
<PAGE> 14


             SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION

______________________________________________________________________________
   COL. A                                         COL. B
______________________________________________________________________________
    Item                              Charged to Costs and Expenses
______________________________________________________________________________

                                                Year Ended June 30
                                    __________________________________________
                                      1994           1993          1992
                                    ___________  _____________  ____________
Maintenance and repairs              $3,678,687   $3,303,169    $3,142,108
Advertising                           1,208,431      973,512     3,502,779


Depreciation and amortization of intangible  assets,  taxes other than payroll
and income taxes, and royalties are not set forth inasmuch  as  such  items do
not exceed 1%  of total  sales  as  shown in the accompanying statements of
income.

<PAGE> 15

EXHIBIT INDEX

(3) (a) Articles of Incorporation, incorporated by reference to Exhibit 3.1 to
        Registrant's Form S-1, Registration No. 2-63249 filed December 19,1978
        (the "Form S-1"); amendment to Articles of Incorporation, incorporated
        by reference to Exhibit 3 to Registrant's Form 10-K, File No. 0-9037,
        filed September 14, 1987; amendment to Articles of Incorporation, 
        incorporated by reference to Exhibit 3 to Registrant's  Form  10-K,  
        File No. 0-9037, filed September 27, 1988; and amendment to Articles 
        of Incorporation incorporated by reference to Exhibit 3(a) to 
        Registrant's Form 10-K, as amended, File No. 0-9037,  filed
        September 28, 1989.

    (b) Bylaws of the Company incorporated by reference to Exhibit 3(a)  to
        Registrant's Form 10-K, as amended, File No. 0-9037, filed September 
        14, 1993.

(4) (a) Piccadilly Cafeterias, Inc. Stockholders Rights Agreement,incorporated
        by reference to Exhibit 4 to the Form 8-K, File No. 0-9037, filed 
        August 22, 1988.

    (b) Note Agreement dated as of January 31, 1989, relating to $30,000,000
        principal amount of 10.15% Senior Notes due January 31, 1999, 
        incorporated by reference to Exhibit 4 of the Form 10-Q, File No. 
        0-9037,  filed  February 11, 1989.

(10)(a) Piccadilly Cafeterias, Inc., Pension Plan, as amended, dated  May  3,
        1993 incorporated  by reference to Exhibit 10(a) to Registrant's Form
        10-K, as amended, File No. 0-9037, filed September 14, 1993.

    (b) Piccadilly Cafeteria, Inc. Employee Stock Purchase Plan, incorporated
        by reference to Exhibit A to Registrant's Form S-8, Registration 
        No. 33-17737, filed October  7, 1989 and amendment to Employee Stock 
        Purchase  Plan, incorporated by reference to Exhibit 10(b) to 
        Registrant's Form 10-K, as amended, File No. 0-9037, filed September
        27, 1991.

    (c) Piccadilly Cafeterias, Inc. 1988 Stock Option Plan, incorporated by
        reference to Exhibit 4.1 to Registrant's Form S-8, Registration 
        No. 33-27793, filed March 29, 1989; and amendment to 1988 Stock 
        Option Plan dated August 2, 1993 incorporated by reference to 
        Exhibit 10(c) to Registrant's Form 10-K, as amended, File No. 0-9037,
        filed September 14, 1993.

(13)(a) The inside front  cover of the Registrant's Annual Shareholders Report
        for the year ended June 30,1994, containing "Selected Financial Data",
        is on page 16.

    (b) The inside front cover of the Registrant's Annual Shareholders Report 
        for the year ended June 30, 1994, containing "Stock Information", is 
        on page 17 .

    (c) Pages 10 and 11 of the Registrant's Annual Shareholders Report for the
        year ended June 30, 1994, containing Management's Discussion and 
        Analysis of Financial Condition and Results of Operations, are on 
        pages 18 through 20.

    (d) Pages 12 through 19 of the Registrant's Annual Shareholders Report 
        for the year ended June 30, 1994, containing the Consolidated 
        Financial Statements and the Notes to the Consolidated Financial 
        Statements, are on pages 21 through 29.

    (e) Page 20 of the Registrant's Annual Shareholders Report for the year 
        ended June 30, 1994, containing the Report of Independent Auditors, 
        is on page 30.

(21)   List of subsidiaries is on page 31.

(23)   Consent of independent auditors is on page 32.

(27)   Financial Data Schedules required in filings on EDGAR are on page 33.

         




<PAGE> 16

EXHIBIT 13(a)

Stock Information
Piccadilly Cafeterias, Inc.

The Company's Common Stock began trading  on  the  New  York Stock Exchange on
March  3,  1993  under the symbol "PIC."  Prior to that time,  the  stock  was
traded on the NASDAQ  National  Market  System  under  the symbol "PICC."  The
following table sets forth the high and low sales prices on the New York Stock
Exchange or on the NASDAQ National Market System for each  quarter  within the
last  two  fiscal years.  As of August 8, 1994 there were approximately  2,502
record holders of the Company's Common Stock.

<TABLE>
<CAPTION>
____________________________________________________________________________________________________________
                                                     Per                                              Per
                                                    Share                                            Share
                      Quarter    High    Low        Cash                   Quarter   High    Low     Cash
                                                  Dividends                                        Dividends
____________________________________________________________________________________________________________
<S>                     <C>   <C>     <C>          <C>       <C>             <C>   <C>     <C>       <C>           
Fiscal year ended                                            Fiscal year
  July 30, 1994         1st   $10.88  $ 8.38       $.12      June 30,1993    1st   $14.25  $10.00    $.12
                        2nd    12.63   10.50        .12                      2nd    14.00   10.50     .12
                        3rd    15.50   11.63        .12                      3rd    12.00    9.00     .12
                        4th    13.63    9.63        .12                      4th    10.88    9.50     .12
                                          __________________________________
</TABLE>
<PAGE> 17





EXHIBIT 13(b)

Selected Financial Data
Piccadilly Cafeterias, Inc.
                                             
<TABLE>                                             
<CAPTION>
                                                (Amounts in thousands--except per share data)
_______________________________________________________________________________________________
Year Ended June 30                  1994         1993         1992            1991       1990
_______________________________________________________________________________________________
<S>                              <C>          <C>           <C>             <C>        <C>
Net Sales                        $276,223     $271,460      $295,114        $302,742   $306,655
Cost of sales and other        
  operating expense               247,661      247,453       266,792         270,500    269,619
Net income (loss)                   7,047        4,825       (24,586)<FN1>     8,694    11,901
Per share data:
  Net income (loss)                   .70          .49         (2.51)<FN1>       .90      1.25
  Cash dividends                      .48          .48           .48             .48       .48
Total assets                      154,773      152,618       152,906         184,534   179,043
Cash and marketable                
  securities                          ---       14,094         9,438           4,936     1,598
    securities
Long-term debt                     24,000       36,000        39,000          45,430    45,000
Shareholders' equity               75,874       72,192        71,018          99,385    94,299


<FN1> Includes $30,904,000 ($3.14 per share) for the after-tax effect of the
      write-off of intangible assets related to the Ralph & Kacoo's acquisition on
      December 2, 1988 and estimated disposition costs of 15 cafeteria and
      restaurant operating units.

</TABLE>
<PAGE> 18



EXHIBIT 13(c)

Management's Discussion and Analysis of Financial Condition and Results of
    Operations
    
Piccadilly Cafeterias, Inc.


Liquidity and Capital Resources

The following  table  presents  comparable  balances  of  cash equivalents and
   working capital:
                                                                    
                                                       (Amounts in thousands)
______________________________________________________________________________
Balances at June 30                            1994        1993        1992
______________________________________________________________________________
Cash and cash equivalents                       --        $14,094    $ 7,839
Working capital surplus (deficit)           $(26,063)     $ 2,043    $  (856)

                           ______________________________________

  Opening cash balances of $14,094,000 combined with cash generated from
operations  of $23,426,000 were primarily used to fund $35,645,000  of fiscal
year  1994  capital expenditures and debt  maturities.   Working capital
decreased $28,106,000 during fiscal year 1994 primarily due to the capital
expenditures made in fiscal year 1994 and the increase  in  current maturities
of long-term debt.  The Company has maintained a $10,000,000 unsecured, short-
term line of credit. This facility was not utilized during fiscal  year  1994.
As of August 8, 1994,  $5,150,000 of this facility was available.

  For fiscal year 1995, total capital expenditures are expected to approximate
$40,000,000 to $45,000,000 and will include purchases of land, construction of
eight to ten new units, and major remodels to 25 to 30 existing cafeterias and
restaurants. Also  during  fiscal year 1995, $5,250,000 of the note payable to
bank and $6,000,000 of the 10.15%  senior  notes  will become due.  Management
has begun negotiations and anticipates obtaining bank  financing  to fund both
capital  expenditures  and  maturing  debt  in  excess of the resources to  be
generated from operations.
            
  During fiscal year 1994, the Company accelerated its new unit expansion and
completed  the first year of a five-year plan to remodel all of  its  existing
cafeterias. The following table presents a summary of capital expenditures for
the years ended June 30, 1994, 1993 and 1992:
                                      
                               (Amounts in thousands--except number of units)
______________________________________________________________________________
Year Ended June 30                     1994           1993            1992
______________________________________________________________________________
                                 Amounts  Units  Amounts Units  Amounts Units
______________________________________________________________________________
New units opened                  $ 5,612      3   $1,536    1   $3,470    4
Remodels completed--major          10,368     17      373    1        -    -
Remodels completed--minor           1,074             821         2,438    
Net increase (decrease) in
   construction-in-progress         7,228           1,207          (948)
Land purchases                      4,455           2,070             -
Other                               3,158           3,910         4,782
__________________________________________         _______      ________
     Total capital expenditures   $31,895          $9,917        $9,742
__________________________________________         _______      ________

                          _______________________________________

 Historically, the Company has leased land for the majority of its freestanding
cafeteria units.  Beginning in fiscal year 1993, the Company began to purchase
land for the  majority  of its new units.  The total investment required for a
freestanding unit is higher  than for strip-center or shopping mall locations.
All of the units opened in  fiscal years 1994 and 1993 are freestanding units.
Of the four units opened in fiscal year 1992, one is freestanding, one is in a
shopping mall, and two are located  in  strip-centers.   The  Company  expects
that, prospectively, most of its new unit openings will be freestanding.

  Major unit remodels generally include a substantial redesign of the unit.
Capital expenditures for these units include  replacement  of  decor,  carpet,
furniture  and  fixtures,  and  exterior  signage.   Minor  unit  remodels are
generally limited to replacement of carpeting, minor decor upgrades, additions
of take-out stands, and/or in some cases, replacement of exterior  signage.

<PAGE> 19

Results of Operations

FISCAL YEAR 1994 COMPARED TO FISCAL YEAR 1993.  The following table summarizes
comparable  cafeteria customer traffic for the fiscal years ended June 30,
1994 and 1993:
                                                  (Customers in thousands)
______________________________________________________________________________
Year Ended June 30                    1994              1993         Customer
____________________________________________________________________
                              Customers  Units    Customers   Units   Change
Units open 12 months in                                       
   both periods                 46,412    126     47,993       126     -3.3%
Units opened                     1,183      3        427         1
Units closed                       503      4      2,144        11
_______________________________________        ___________
                        Total   48,098            50,564               -4.9%
=======================================        ===========
                               ______________________________________


  Cafeteria sales for fiscal year 1994 increased $5,307,000, or 2.1%, from
fiscal year 1993.   Price increases effective  November 1993 and May 1994 were
sufficient to offset the  overall customer decline of 4.9%.  The overall check
average increased 5.2% from $5.00 for fiscal year  1993  to  $5.26  for fiscal
year 1994.
            
  Ralph & Kacoo's restaurant sales decreased $544,000, or 2.3%.  No Ralph  &
Kacoo's restaurants were opened or closed during fiscal year 1994.
  
  During fiscal year 1994, operating profits (net sales less cost of sales and
other operating expenses) improved from  8.8%  of  net  sales  to 10.3% of net
sales. Food costs and labor costs as a percentage of sales decreased  1.5% and
0.7%,   respectively.   These  improvements  were  somewhat  offset  by  other
operating expense which increased from 32.7% of net sales for fiscal year 1993
to 33.4% of net sales for fiscal year 1994.
            
  Four units closed in fiscal year 1994. All of these units had substantially 
reached the end of their  respective  lease  terms.   Other  operating expense
includes  a  provision  of  $100,000  relating to losses associated  with  the
closing of these units.
            
  Other expense for 1994 increased $876,000 compared to fiscal year 1993. This
increase is largely attributable to non-cash  write-offs  related to remodeled
units amounting to $996,000.

  The Revenue Reconciliation Act of 1993 was enacted into law on August  10,
1993.  This Act,  combined  with  an increase in the Company's effective state
income tax rate,  resulted in an increase  of  the Company's current effective
income tax rate from 37% to 39% for fiscal year 1994.
            
FISCAL YEAR 1993 COMPARED TO FISCAL YEAR 1992. The following table summarizes
comparable cafeteria customer traffic for the fiscal years ended June 30, 1993
and 1992:
                                                                  
                                                  (Customers in thousands)
______________________________________________________________________________
Year Ended June 30                    1993              1992         Customer
____________________________________________________________________
                              Customers  Units    Customers   Units   Change
Units open 12 months in             
   both periods                 48,313       129    50,749      129    -4.8%
Units opened                     1,672         1       650        3
Units closed                       579        11     2,944        5
________________________________________         ___________
                        Total   50,564              54,343             -7.0%
========================================         ===========
                                  _________________________________

  Cafeteria sales for fiscal year 1993 decreased $19,192,000, or 7.2%, from
fiscal year 1992. The decrease in sales is attributable to the change in same-
store customer traffic and the operations  of cafeterias reserved for closing.
Sales  from these units, for the first three  quarters  of  fiscal  year  1992
($10,109,000),  are  included  in  fiscal  year  1992 reported amounts.  Price
changes  had  little  effect on the comparison of year-to-year  sales  as  the
customer check average for fiscal year 1993 increased 0.7% to $5.00 from $4.96
for fiscal year 1992.
            
  Ralph & Kacoo's restaurant sales decreased $4,466,000, or 15.7%. Most of the
decline is attributable to the operations of restaurants reserved for closing.
Sales from these units, for the first  three  quarters  of  fiscal  year  1992
($3,220,000),  are  included  in  fiscal year 1992 reported amounts. Sales for
restaurants open the entire 12 months  of  fiscal year 1993 and 1992 decreased
3.8%.
            
  During fiscal year 1993, operating profits (net sales less cost of sales and
other operating expenses) declined from 9.6% of  net  sales  to  8.8%  of  net
sales.  Food  costs and labor costs as a percentage of sales increased .7% and

<PAGE> 20

1.2%, respectively.  These  costs  of  sales increase to the Company's
emphasis on food quality and customer service.
            
 Provisions for write-offs of certain assets in the third quarter significantly
impacted  operating  results  for  fiscal  year  1992.  The  Company  recorded
provisions  of  $45,760,000  ($30,904,000  after-tax,   or  $3.16  per  share)
consisting primarily of a provision for unit closings and the write-off of the
remaining book value of intangible assets associated with  the  acquisition of
the Ralph & Kacoo's  seafood  restaurant  chain  in  fiscal  year  1989.
Management's decision  to write off the remaining book value of the intangible
assets ($10,952,000 after-tax,  or  $1.12  per share) reflected the lower than
expected financial performance of the restaurant  chain. Amortization of these
intangibles, after-tax, was $815,000 for fiscal year  1992  ($.08  per share).
The  remaining  $31,152,000  ($19,952,000  after-tax,  or  $2.04  per  share),
reflected a provision for the closing of 15 units that had not performed  well
and  appeared  to  have  limited potential for improvement in the future. This
provision consisted primarily  of reserves for the write-off of assets and the
payment of future lease obligations.   All  of  the units reserved for closing
were closed or returned to operations as of June  30,  1993.  The  closure  of
these  units has had a positive effect on after-tax cash flow from operations.
Operating  results  prior  to March 31, 1992, for these 15 units, exclusive of
provisions for unit closings  and the write-off of intangibles, are summarized
as follows:

                               (Amounts in thousands--except per share data)
_____________________________________________________________________________
Nine Months Ended March 31                                           1992
_____________________________________________________________________________
Net sales                                                          $13,329
Cost of sales and other operating expenses                          16,891
Loss (net of tax benefit)                                          $(2,241)
=============================================================================
Loss (net of tax benefit) per share                               $  (0.23)
=============================================================================
                           ______________________________________

 As of June 30,1994, the Company had 12 properties for which it has continuing
rent  obligations  not  offset  by  sublease  arrangements.  Several  of these
properties are under varying stages of sublease negotiation.  Management  will
continue  to  pursue disposition of those properties at terms favorable to the
Company either through lease buy-out arrangements or subleasing.

KNOWN TRENDS OR  UNCERTAINTIES.   Generally, the Company has experienced sales
growth primarily from selling price  increases and net increases in the number
of operating units. The Company believes  that same-store declines in customer
traffic result primarily from the increased number of eating establishments in
the  markets  where  the  Company operates.  The  Company  believes  that  its
programs  to enhance product  quality,  service,  and  dining  atmosphere  are
essential to  increase customer traffic and ensure long-term profitability and
growth.

 Most of the Company's operating costs are subject to inflationary pressures.
Historically, the Company has generally  been  able  to maintain its operating
margins through increases in selling prices.
 
 Congress is considering several proposals for national health care
legislation.  Management   cannot   predict   the  ultimate  passage of such
legislation nor its impact on the Company. The  Company  does  provide  health
insurance coverage to those employees who voluntarily participate in the plan.
Generally,  the Company absorbs approximately 50% of the costs under the plan.
The Company has  recorded  expenses  (net  of employee premiums) for the three
fiscal years ended June 30, 1994, amounting  to  $3,180,000,  $3,224,000,  and
$2,999,000, respectively. At June 30, 1994, approximately 25% of the Company's
employees were participating in the plan.
 
 The Company is not aware of other material trends that may be expected to
cause reported financial information not to be indicative of future operating
results or of future financial condition.

<PAGE> 21

EXHIBIT 13(d)

Consolidated Balance Sheets
Piccadilly Cafeterias, Inc.



                                                       (Amounts in thousands)
______________________________________________________________________________
Balances at June 30                                         1994       1993
______________________________________________________________________________
 Assets

 CURRENT ASSETS
   Cash and cash equivalents                           $       -    $ 14,094
   Accounts and notes receivable                              579        837
   Inventories                                             10,108     12,012
   Income taxes recoverable                                 1,320      1,930
   Deferred income taxes                                    1,494      1,667
   Other current assets                                     1,400      1,396
______________________________________________________________________________
 TOTAL CURRENT ASSETS                                      14,901     31,936

 PROPERTY, PLANT & EQUIPMENT
   Land                                                     17,970    13,515
   Buildings and leasehold improvements                     99,829    92,912
   Furniture and fixtures                                   87,444    81,588
   Machinery and equipment                                  15,031    15,446
   Construction in progress                                  8,917     1,689
______________________________________________________________________________
                                                           229,191   205,150
   Less allowances for depreciation                         94,461    87,921
   Less allowances for unit closings                         1,357     1,832
______________________________________________________________________________
     NET PROPERTY, PLANT AND EQUIPMENT                     133,373   115,397


 OTHER ASSETS                                                6,499     5,285
______________________________________________________________________________
 TOTAL ASSETS                                              $154,773  $152,618
==============================================================================

Liabilities and Shareholders' Equity
CURRENT LIABILITIES
  Current portion of long-term debt                        $ 11,250  $  3,000
  Accounts payable                                           18,004    15,357
  Accrued salaries                                            4,252     4,330
  Accrued taxes, other than income                            2,929     2,928
  Accrued rent                                                4,179     3,778
  Reserve for unit closings                                     350       500
______________________________________________________________________________
      TOTAL CURRENT LIABILITIES                             40,964    29,893
Long-term Debt, less current portion                         24,000    36,000
Deferred Income Taxes                                         7,433     6,728
Reserve for Unit Closings, less current portion               6,502     7,805
Shareholders' Equity
Preferred Stock, no par value; authorized 50,000,000 
   shares; issued and outstanding:  none                         --        --
Common Stock, no par value, stated value $1.82 per share;
   authorized  100,000,000 shares; issued and 
   outstanding: 10,131,784 shares at June 30, 1994, and    
   and 9,988,189 shares at June 30, 1993                      18,421   18,160
Additional paid-in capital                                   16,324    15,119
Retained earnings                                            41,129    38,913
______________________________________________________________________________
         TOTAL SHAREHOLDERS' EQUITY                          75,874    72,192
______________________________________________________________________________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $154,773  $152,618
==============================================================================
See Notes to Consolidated Financial Statements

<PAGE> 22

Consolidated Statements of Income
Piccadilly Cafeterias, Inc.

_____________________________________________________________________________
                               (Amounts in thousands -- except per share data)
______________________________________________________________________________
Year Ended June 30                                 1994     1993     1992
______________________________________________________________________________
Net Sales                                       $276,223 $271,460  $295,114
Costs and expenses:
  Cost of sales                                  155,411  158,777   166,900
  Other operating expense                         92,250   88,676    99,892
  Provision for unit closings                         --       --    31,152
  Amortization and write-off of intangibles           --       --    15,849
  General and administrative expense              13,541   13,324    13,304
  Interest expense                                 3,089    3,521     4,044
  Other expense (income)                             379     (497)     (295)
______________________________________________________________________________
                                                 264,670  263,801   330,846
______________________________________________________________________________
 INCOME (LOSS) BEFORE INCOME TAXES                11,553    7,659   (35,732)
Provision for income taxes(benefit)                4,506    2,834   (11,146)
______________________________________________________________________________
  NET INCOME(LOSS)                                $7,047   $4,825  $(24,586)
==============================================================================
Weighted average number of shares outstanding     10,061    9,918     9,789
==============================================================================
 Net income (loss) per share                       $0.70    $0.49    $(2.51)
==============================================================================
See Notes to Consolidated Financial Statements




Consolidated Statements of Changes in Shareholders' Equity
Piccadilly Cafeterias, Inc.

<TABLE>
<CAPTION>
                                                                          (Amounts in thousands)
__________________________________________________________________________________________________
                                                                           Additional
                                                          Common Stock      Paid-In    Retained
                                                        Shares   Amount     Capital    Earnings
_________________________________________________________________________________________________
<S>                                                    <C>      <C>        <C>         <C> 
  BALANCES AT JUNE 30, 1991                            9,729    $17,690    $ 13,561    $ 68,134
Net loss                                                                                (24,586)
Cash dividends declared                                                                  (4,699)
Sales under employee stock purchase plan                  89        161         526
Sales under dividend reinvestment plan                    26         47         184
_________________________________________________________________________________________________
  BALANCES AT JUNE 30, 1992                            9,844     17,898      14,271      38,849
Net income                                                                                4,825
Cash dividends declared                                                                  (4,761)
Sales under employee stock purchase plan                 124        226         669
Sales under dividend reinvestment plan                    20         36         179
_________________________________________________________________________________________________
  BALANCES AT JUNE 30, 1993                            9,988     18,160      15,119      38,913
Net income                                                                                7,047
Cash dividends declared                                                                  (4,831)
Sales under employee stock purchase plan                 103        188         843
Sales under dividend reinvestment plan                    27         48         242
Sales under employee stock option plan                    14         25         120
__________________________________________________________________________________________________
             BALANCES AT JUNE 30, 1994                10,132    $18,421     $16,324     $41,129
==================================================================================================
See Notes to Consolidated Financial Statements

</TABLE>
<PAGE> 23

Consolidated Statements of Cash Flows
Piccadilly Cafeterias, Inc.
<TABLE>
<CAPTION>
_______________________________________________________________________________________________
                                                                         (Amounts in thousands)
_______________________________________________________________________________________________
Year Ended June 30                                         1994         1993         1992
_______________________________________________________________________________________________
<S>                                                     <C>            <C>        <C> 
 OPERATING ACTIVITIES
  Net income (loss)                                     $  7,047       $ 4,825    $(24,586)
  Adjustments to reconcile net income(loss) to net
      cash provided by operating activities:
    Depreciation                                          11,720        11,841      13,296
    Amortization and write-off of intangibles               --            --        15,849
    Provision for unit closings                             --            --        31,152
    Cost associated with reserved units                   (1,587)       (2,309)       (602)
    Provision for deferred income taxes(benefit)             878         4,183     (14,182)
    Loss on disposition of assets                          1,336           126         177
    Pension contributions in excess of pension            (1,157)       (1,289)       (869)
       expense
    Changes in operating assets and liabilities:
       Accounts and notes receivable                         258           228        (109)
       Inventories                                         1,904           229       1,637
       Income taxes recoverable                              610        (1,662)        197
       Other current assets                                 (483)           99          70
       Other assets                                          (56)          832         452
       Accounts payable                                    2,632           339         220
       Accrued expenses and unit closing reserve             324          (660)        973
______________________________________________________________________________________________
       NET CASH PROVIDED BY OPERATING ACTIVITIES          23,426         16,782     23,675

INVESTING ACTIVITIES
  Purchases of property, plant and equipment             (31,895)        (9,917)   (9,742)
  Proceeds from sale of property, plant and           
     equipment                                             1,472          1,370     1,448
  Proceeds from sales of marketable securities               --           1,671        --
______________________________________________________________________________________________  
      NET CASH USED BY INVESTING ACTIVITIES              (30,423)       (6,876)    (8,294)

FINANCING ACTIVITIES
  Payments on short-term debt due to banks - net             --             --       (618)
  Payments on long-term debt                              (3,750)           --     (6,480)
  Proceeds from sales of Common Stock                      1,466         1,110        917
  Dividends paid                                          (4,813)       (4,761)    (4,699)
______________________________________________________________________________________________
      NET CASH USED BY FINANCING ACTIVITIES               (7,097)       (3,651)   (10,880)
______________________________________________________________________________________________

  Increase(decrease) in cash and cash equivalents        (14,094)        6,255      4,501
  Cash and cash equivalents at beginning of year          14,094         7,839      3,338
_______________________________________________________________________________________________  
  Cash and cash equivalents at end of year               $    --       $14,094   $  7,839
==============================================================================================
SUPPLEMENTARY CASH FLOW DISCLOSURES
  Income taxes paid (net of refunds received)            $  2,708      $   414   $  2,771
==============================================================================================
  Interest paid                                          $  3,433      $  3,313  $  4,312
==============================================================================================
See Notes to Consolidated Financial Statements

</TABLE>
<PAGE> 24


Notes To Consolidated Financial Statements
Piccadilly Cafeterias, Inc.

Note A - Significant Accounting Policies
       
PRINCIPLES   OF   CONSOLIDATION.   The   accompanying  consolidated  financial
statements  include  the  accounts  of Piccadilly  Cafeterias,  Inc.  and  its
subsidiaries  (hereinafter  referred  to  as  the  Company).  All  significant
intercompany balances and transactions have been eliminated in consolidation.

INDUSTRY. The Company's principal industry  is  the operation of Company-owned
cafeterias and seafood restaurants.
            
CASH EQUIVALENTS. Cash equivalents include those  temporary  investments  that
are readily convertible to known amounts of cash, have original maturities  of
three  months  or less, and have insignificant risk of changes in value due to
changes in interest  rates. The carrying amounts reported in the balance sheet
for these instruments approximate their fair values.
            
INVENTORIES. Inventories consist primarily of food and supplies and are stated 
at the lower of cost (first-in, first-out method) or market.

PROPERTY, PLANT AND EQUIPMENT.  Property,  plant  and  equipment  is stated at
cost.  Depreciation  is  provided using the straight-line method for financial
reporting purposes on the following estimated useful lives:
     Buildings and component equipment                 10-30 years
     Furniture and fixtures                               10 years
     Machinery and equipment                               4 years
Leasehold improvements are amortized over the life of the original lease term,
including renewal periods  if  applicable.  The cost of leasehold improvements
has  been  reduced  by  the amount of construction  allowances  received  from
developers and landlords. Repairs and maintenance are charged to operations as
incurred. Renewals and betterments  which  increase  the  value  or extend the
lives  of  assets are capitalized and depreciated over their estimated  useful
lives. When  assets  are  retired,  or are otherwise disposed of, cost and the
related accumulated depreciation are  eliminated  from  the  accounts  and any
resulting gain or loss is included in the determination of income.
            
INCOME  TAXES.  During fiscal 1992, the Company adopted Statement of Financial
Accounting Standards  No. 109 (SFAS 109), "Accounting for Income Taxes," which
prescribes the liability  method  for  computing  deferred  taxes, wherein tax
rates are applied to cumulative temporary differences arising  from  different
financial  and income tax accounting treatment of income and deductions  based
on when and  how  these  differences  are expected to affect future income tax
returns. Deferred income taxes are adjusted  for  tax rate changes. The effect
of the adoption of SFAS 109 was not material.
            
UNIT OPENING EXPENSES. Salaries and wages, training  costs  and other expenses
of opening new units are charged to expense during the first  month of the new
unit's operation.
            
EARNINGS  PER  SHARE.  Earnings  per  share of Common Stock are based  on  the
weighted average number of shares outstanding.

Note B - Provision for Unit Closings and Asset Write-Offs
In March 1992, the Company provided $45,760,000  ($30,904,000  after-tax)  for
the  write-off  of  intangible  assets  and  estimated disposition costs of 15
operating  units. The write-off of the remaining  book  value  of  $14,608,000
($10,952,000  after-tax)  of the intangible assets associated with the Ralph &
Kacoo's seafood chain reflected  the lower than expected financial performance
of this chain. The remaining $31,152,000  ($19,952,000  after-tax) reflected a
provision for the anticipated closing of 15 units that had  not performed well
and  appeared  to have limited potential for improvement in the  future.  This
provision consisted  primarily of reserves for the write-off of assets and the
payment of future lease  obligations.  As  of  June 30, 1993, all of the units
reserved for closing have been closed or returned  to  operations. Included in
property,  plant  and equipment, net of related accumulated  depreciation,  is
$2,671,000 and $3,622,000  at June 30, 1994 and 1993, respectively, for closed
units.

<PAGE> 25

Note C - Income Taxes

Significant components of the Company's deferred tax liabilities and assets 
are as follows:
                                                        (Amounts in thousands)
______________________________________________________________________________
June 30                                                1994         1993
______________________________________________________________________________
 Deferred tax liabilities:
  Property, plant and equipment                       $11,932      $13,330
  Inventories                                             840          840
______________________________________________________________________________
                                                       12,772       14,170
______________________________________________________________________________
 Deferred tax assets:
  Unit closing reserves                                 2,704        3,347
  Intangible assets                                     2,524        3,095
  Accrued expenses--net                                   450          892
  Jobs tax credit carryforward                            452          649
  Minimum tax credit carryforward                         378        1,126
  NOL carryforward                                        325           --
______________________________________________________________________________
                                                        6,833        9,109
______________________________________________________________________________
 Net deferred tax liabilities                         $ 5,939      $ 5,061
==============================================================================

The components of the provision for income taxes (benefit) are summarized 
as follows:

                                                    (Amounts in thousands)
______________________________________________________________________________
Year Ended June 30                                 1994      1993       1992
______________________________________________________________________________
 Current:
  Federal                                        $ 3,079   $(1,034)  $  2,684
  State                                              549      (315)       352
______________________________________________________________________________
                                                   3,628    (1,349)     3,036
______________________________________________________________________________

 Deferred:
  Federal                                          1,168     3,298    (12,469)
  State                                             (290)      885     (1,713)
______________________________________________________________________________
                                                     878     4,183    (14,182)
______________________________________________________________________________
Total provision for income taxes (benefit)        $ 4,506  $ 2,834   $(11,146)
==============================================================================

Differences between the provision for income taxes (benefit) and the amount
computed by applying the federal statutory income tax rate to income (loss)
before income taxes are as follows:


                                                    (Amounts in thousands)
______________________________________________________________________________
Year Ended June 30                                 1994      1993       1992
______________________________________________________________________________
  Income tax (benefit) at statutory rate         $ 3,944   $ 2,604   $(12,149)
    Add state income taxes (benefit), 
      net of federal taxes                           259       570       (862)
______________________________________________________________________________
                                                   4,203     3,174    (13,011)
  Amortization and write-off of intangibles           --       --       1,595
  Job tax credits                                   (244)      --        (296)
  Other items                                        547     (340)        566
______________________________________________________________________________
  Total provision for income taxes (benefit)     $ 4,506  $ 2,834    $(11,146)
==============================================================================

The  Company's  tax  returns  are  currently under examination by the Internal
Revenue Service (IRS) for the fiscal  years  ended June 30, 1987 through 1992.
The  IRS  has  proposed  adjustments to the Company's  tax  returns  primarily
related to the amortization  of  intangible  assets  and the timing of certain
other  deductions.  The  Company is vigorously contesting  these  matters  and
believes that the ultimate  resolution  of  these  examinations  will  not  be
material to the financial position of the Company.

<PAGE> 26

Note D - Commitments
            
The  Company rents most of its cafeteria and restaurant facilities under long-
term leases  with  varying  provisions and with original lease terms generally
being 20 to 30 years. The Company  has  the  option  to  renew  the leases for
specified  periods  subsequent  to their original terms. Minimum future  lease
commitments, including $18,533,000  for those units closed (see Note B), as of
June 30, 1994, are as follows:

                                                       (Amounts in thousands)
______________________________________________________________________________
Year Ending June 30                                 
______________________________________________________________________________
1995                                                                $ 8,857
1996                                                                  8,569
1997                                                                  8,214
1998                                                                  7,877
1999                                                                  7,727
Subsequent                                                           58,605
______________________________________________________________________________
                                                                     99,849
Less sublease income                                                  5,194
______________________________________________________________________________
Net minimum lease commitments                                       $94,655
==============================================================================


The  leases  generally  provide for percentage rentals based on sales. Certain
leases also provide for payments of executory costs such as real estate taxes,
insurance, maintenance and  other  miscellaneous charges. Rent expense for the
periods shown below does not include these executory costs.

                                                       (Amounts in thousands)
______________________________________________________________________________
Year Ended June 30                               1994       1993        1992
______________________________________________________________________________
Minimum rentals                               $  7,894   $  7,627    $  9,171
Contingent rentals                               2,813      3,032       3,350
______________________________________________________________________________
Total                                          $10,707    $10,659     $12,521
==============================================================================

At  June  30, 1994, the estimated cost to complete new and remodel units under
construction is $7,650,000.

Note E - Long-Term Debt and Lines of Credit

                                                      (Amounts in thousands)
______________________________________________________________________________
June 30                                                   1994        1993
______________________________________________________________________________
10.15% senior notes, due in equal, annual installments
 beginning January 31, 1995, and ending January 31, 1999 
 (Fair value at June 30,1994 - $33,336,000; 
 June 30, 1993--$34,582,000)                            $30,000     $30,000
Note payable to bank, due in equal, quarterly
 installments of $750,000 beginning July 1, 1993, 
 and a balloon payment of $4,500,000 due       
 January 1, 1995 (Fair value at June 30, 1994--
 $5,250,000; June 30, 1993 --$9,000,000)                  5,250       9,000
______________________________________________________________________________
Total                                                    $35,250     $39,000
==============================================================================

The aggregate maturities  of  long-term  debt  for  each  of  the five years
following June 30, 1994, are as follows: 1995-$11,250,000, 1996-$6,000,000,
1997-$6,000,000, 1998-$6,000,000, 1999-$6,000,000.  The  fair  value  of  the
Company's  long-term  borrowings  are  estimated  using  discounted  cash flow
analyses,  based  on  the  Company's  current  incremental borrowing rates for
similar types of borrowing arrangements.

In January 1989, the Company issued unsecured senior  notes  in  the principal
amount  of $30,000,000 at an interest rate of 10.15%. These notes are  payable
at $6,000,000  per  year beginning January 31, 1995, and ending on January 31,
1999. The Company has  a prepayment option, subject to a premium, which can be
exercised at any time during the term of the senior notes.

The $5,250,000 note payable  to  bank is unsecured and bears interest based on
applicable rates and margins. The  interest  rate  in effect at June 30, 1994,
(5.734%) was based upon London InterBank Offered Rate  (LIBOR)  plus 50%. The

<PAGE> 27

Company  has  a prepayment option, without penalty, who any time during the
term of the note.

Both long-term  facilities  contain covenants which include provisions for the
maintenance  of  net worth, limitations  on  the  level  of  liabilities,  and
requirements for minimum  coverage  of  fixed  charges.  At June 30, 1994, the
Company was in compliance with all such covenants.

The Company has a line-of-credit arrangement with  a  bank  under  which up to
$10,000,000  can  be  borrowed.   At  June 30, 1994, $10,000,000 was available
under this agreement.

The Company capitalized interest cost of  $300,000  in  1994  with  respect to
qualifying construction. Total interest cost incurred was $3,389,000  in 1994,
$3,521,000 in 1993 and $4,044,000 in 1992.

Note F - Pension and Bonus Plan
            
The Company has a pension plan covering substantially all employees who meet
certain  age and length-of-service requirements. Retirement benefits are based
upon an employee's  years  of credited service and final average compensation.
Annual contributions are made  in  amounts  sufficient to fund normal costs as
accrued and to amortize prior service costs over a 40-year period. Assets of
the  plan  are  invested  principally  in  obligations  of the  United  States
Government and other marketable debt and equity securities  including  367,662
shares  of the Company's Common Stock held at June 30, 1994 and 277,562 shares
at June 30, 1993.

The following tables set forth the plan's funded status and amounts recognized
in the Company's financial statements.

                                                    (Amounts in thousands)
______________________________________________________________________________
June 30                                                 1994        1993
______________________________________________________________________________
Accumulated benefit obligations, including vested
 benefits of $30,456,000 in 1994 and $27,215,000 
 in 1993.                                             $33,885     $30,515
==============================================================================
Fair value of plan assets                             $39,655     $38,045
Projected benefit obligation                           39,477      36,041
______________________________________________________________________________
Plan assets over projected benefit obligation             178       2,004
Unrecognized transition amount                         (1,525)     (2,353)
Unrecognized prior service cost                           (50)        172
Unrecognized net loss                                    7,071      4,694
______________________________________________________________________________
Prepaid pension cost included in other non-current 
  assets                                               $ 5,674    $ 4,517
==============================================================================

                                                        (Amounts in thousands)
______________________________________________________________________________
Year Ended June 30                                  1994      1993      1992
______________________________________________________________________________
Net pension expense:
Service cost                                       $ 1,673   $ 1,653  $ 1,833
Interest cost on projected benefit obligation        2,912     2,680    2,674
Actual return on plan assets                        (1,401)   (2,541)  (3,081)
Net amortization and deferral                       (2,749)   (1,346)    (395)
______________________________________________________________________________
                                                   $   435   $   446  $ 1,031
==============================================================================
______________________________________________________________________________
June 30                                              1994     1993      1992
______________________________________________________________________________
Actuarial assumptions:
 Discount rate                                         8.0%    8.25%    8.25%
 Compensation increases                                4.0%     4.0%     4.0%
 Long-term rate of return                              9.0%     9.0%     9.0%



<PAGE> 28

The  Company  also  provides  bonus  compensation  to cafeteria and restaurant
managers based on unit profitability. Charges to expense for such compensation
amounted  to $9,982,000, $9,305,000, and $10,951,000  during  1994,  1993  and
1992, respectively.

Note G - Common Stock

On August 3,  1987,  the Board of Directors adopted the Piccadilly Cafeterias,
Inc. Dividend Reinvestment and Stock Purchase Plan. Shareholders of record may
reinvest quarterly dividends  and/or up to $5,000 per quarter in the Company's
Common Stock. Stock obtained through  reinvested  dividends  is issued at a 5%
discount. The Company has reserved 500,000 shares for issuance under the plan.
Common Shares issued under the plan were 26,366 and 19,962 for the years ended
June  30,  1994 and 1993, respectively. At June 30, 1994, there  were  407,669
unissued Common Shares reserved under the plan.

On November  2,  1987,  the  Company's  stockholders  adopted the Piccadilly
Cafeterias,  Inc.  Employee  Stock  Purchase  Plan.  Under  the plan, eligible
employees  may  be  granted options to purchase up to 1,500 shares  of  Common
Stock annually. Options  are exercisable at 85% of the applicable market value
provided that this value is  greater  than book value per share. If 85% of the
applicable  market  value  is less than book  value  per  share,  options  are
exercisable at book value per share. Options are exercisable at the applicable
market value if the applicable market value is less than book value per share.
The applicable market value is the lower of the beginning of the plan year and
the end of the plan year market  price.  Book value per share is determined as
of  the  most  recent audited balance sheet date.  The  Company  has  reserved
1,000,000 shares  of  stock  for issuance under the plan. Common Shares issued
under the plan were 103,230 and  124,083 for the years ended June 30, 1994 and
1993,  respectively. At June 30, 1994,  there  were  426,465  unissued  shares
reserved under the plan.

On August  8,  1988,  the Board of Directors adopted a stockholder rights plan
and declared a dividend  distribution  of  one  right  on  each  Common  Share
outstanding. Upon the occurrence of certain events, the holders of rights  are
entitled  to purchase additional shares of the Company's Common Stock from the
Company at  an  exercise  price of $60 per share. Additionally, the holders of
rights  may be entitled to purchase  either  the  Company's  Common  Stock  or
securities of an acquiring entity at half of market value.

On November  1,  1993,  the  Company's  stockholders  approved  the Piccadilly
Cafeterias, Inc. 1993 Incentive Compensation Plan (the 1993 Plan).  Under  the
terms  of  the plan, which amends and restates the Piccadilly Cafeterias, Inc.
1988 Stock Option  Plan  (the  1988  Plan),  incentive  stock options and non-
qualified stock options, stock appreciation rights, stock  awards,  restricted
stock,  performance shares and cash awards may be granted to officers  or  key
employees.  Options  to  purchase  shares of the Company's Common Stock may be
issued at no less than 100% of the fair  market  value  on  the date of grant.
1,000,000 shares, in total, have been reserved for issuance under the 1988 and
1993  Plans.  Transactions under the restated Plan for the last  three  fiscal
years are summarized as follows:

                             (Dollars in thousands -- except per share data)
______________________________________________________________________________
                                            Common           Option Price
                                                          ___________________
                                             Stock        Per Share
                                             Shares        Average    Total
______________________________________________________________________________
   OUTSTANDING AT JUNE 30, 1991             298,000                  $ 4,184
Cancelled                                   (77,000)        $14.08    (1,084)
Granted                                     779,000          10.24     7,979
_____________________________________________________                _________
   OUTSTANDING AT JUNE 30, 1992           1,000,000                   11,079
Cancelled                                   (34,000)         14.09      (480)
Granted                                      14,000          12.75       179
_____________________________________________________                _________
   OUTSTANDING AT JUNE 30, 1993             980,000                   10,778
Cancelled                                   (60,500)         14.00      (847)
Exercised                                   (14,000)         10.38      (145)
Granted                                      67,500          10.61       716
_____________________________________________________                _________
   OUTSTANDING AT JUNE 30, 1994             973,000                  $10,502
=====================================================                =========

<PAGE> 29

Note H - Quarterly Results of Operations (Unaudited)
            
The following is a tabulation of the unaudited quarterly results of operations
for the two years ended June 30, 1994.

<TABLE>
<CAPTION>

                                                           (Amounts in thousands -- except per share data)
______________________________________________________________________________________________________________
                                       Year Ended June 30, 1994             Year Ended June 30, 1993
______________________________________________________________________________________________________________
                                   9/30     12/31      3/31     6/30      9/30      12/31     3/31     6/30
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
Net sales                        $69,064   $71,175   $66,733   $69,251   $67,540   $69,340   $65,014  $69,566
Cost of sales and other         
  operating expense               61,922    63,109    59,730    62,900    61,674    63,612    58,998   63,169
Net income                         1,950     2,333     1,687     1,077     1,331       970     1,158    1,366
Net income per share             $   .20   $   .23   $   .17   $   .11   $   .14   $   .10   $   .12  $   .14

</TABLE>
<PAGE> 30

EXHIBIT 13(e)

Auditors' Report
Piccadilly Cafeterias, Inc.

Report of Ernst & Young LLP, Independent Auditors
Shareholders and Board of Directors
Piccadilly Cafeterias, Inc.
Baton Rouge, Louisiana

We  have  audited  the  accompanying consolidated balance sheets of Piccadilly
Cafeterias, Inc. as of June  30,  1994  and 1993, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for each
of  the  three  years  in  the period ended June  30,  1994.  These  financial
statements  are  the  responsibility   of   the   Company's   management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes  examining, on a test basis, evidence
supporting the amounts and disclosures in the  financial  statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as well as evaluating the overall  financial
statement presentation. We believe  that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements  referred to above present fairly, in
all  material  respects,  the consolidated financial  position  of  Piccadilly
Cafeterias, Inc. at June 30,  1994  and  1993, and the consolidated results of
its operations and its cash flows for each  of  the  three years in the period
ended  June  30,  1994  in  conformity  with  generally  accepted   accounting
principles.

/s/ Ernst & Young LLP


New Orleans, Louisiana
August 1, 1994




PAGE 31

EXHIBIT 21

List of Subsidiaries
Piccadilly Cafeterias, Inc.

(1)     Piccadilly Restaurants, Inc.
        Louisiana Corporation
        100% owned

(2)     Cajun Bayou Distributors and Management, Inc.
        Louisiana Corporation
        100% owned

(3)     Liquor PR, Inc.
        Texas Corporation
        49% owned




PAGE 32

EXHIBIT 23

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Piccadilly Cafeterias, Inc. of our report dated August 1, 1994, included in
the 1994 Annual Report to Shareholders of Piccadilly Cafeterias, Inc.

Our  audits  also  included  the  financial  statement schedules of Piccadilly
Cafeterias, Inc. listed in Item 14(a).  These schedules are the responsibility
of the Company's management.  Our responsibility  is  to  express  an  opinion
based  on  our  audits.   In  our  opinion,  the financial statement schedules
referred  to  above,  when  considered  in relation  to  the  basic  financial
statements  taken as a whole, present fairly  in  all  material  respects  the
information set forth therein.

We  also consent  to  the  incorporation  by  reference  in  the  Registration
Statements (Form S-8 No. 33-17737; Form S-3 No. 33-17131; and Form S-8 No. 33-
27793)  and  in  the  related Prospectuses of our report dated August 1, 1994,
with respect to the consolidated  financial  statements incorporated herein by
reference and our report included in the preceding  paragraph  with respect to
the financial statement schedules included in this Annual Report  (Form  10-K)
of Piccadilly Cafeterias, Inc.


/s/ Ernst & Young LLP


New Orleans, Louisiana
September  26, 1994



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1994
<PERIOD-END>                               JUN-30-1994
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                      579
<ALLOWANCES>                                         0
<INVENTORY>                                     10,108
<CURRENT-ASSETS>                                14,901
<PP&E>                                         229,191
<DEPRECIATION>                                  94,461
<TOTAL-ASSETS>                                 154,773
<CURRENT-LIABILITIES>                           40,964
<BONDS>                                              0
<COMMON>                                        18,421
                                0
                                          0
<OTHER-SE>                                      57,453
<TOTAL-LIABILITY-AND-EQUITY>                   154,773
<SALES>                                        276,223
<TOTAL-REVENUES>                               276,223
<CGS>                                          155,411
<TOTAL-COSTS>                                  261,581
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,089
<INCOME-PRETAX>                                 11,553
<INCOME-TAX>                                     4,506
<INCOME-CONTINUING>                              7,047
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,047
<EPS-PRIMARY>                                     0.70
<EPS-DILUTED>                                     0.70
        


</TABLE>


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