PICCADILLY CAFETERIAS INC
8-A12B/A, 1998-11-19
EATING PLACES
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                 FORM 8-A/A


                               AMENDMENT NO. 1
                    To Registration Statement on Form 8-A
                     dated August 19, 1988, relating to
                        Common Stock Purchase Rights


              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) or (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                         PICCADILLY CAFETERIAS, INC.
            (Exact name of registrant as specified in its charter)


              LOUISIANA                     72-0604977
       (State of incorporation)          (I.R.S. Employer
             or organization)          Identification Number)

   3232 SHERWOOD FOREST BOULEVARD
    BATON ROUGE, LOUISIANA                        70821
  (Address of principal executive offices)     (Zip Code)

           Securities registered pursuant to Section 12(b) of the Act:

            TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE
               SO REGISTERED              ON WHICH EACH CLASS IS REGISTERED

       Common Stock Purchase Rights            New York Stock Exchange


If this Form relates to the registration of a class of debt securities and is
effective  upon filing   pursuant to  General  Instruction  A.(c)(1),  please
check the following box.  

If this Form relates to the registration of a class of debt securities and is
to become effective  simultaneously  with  the  effectiveness of a concurrent
registration statement under the Securities Act of  1933  pursuant to General
Instruction A.(c)(2), please check the following box.  

      Securities to be registered pursuant to Section 12(g) of the Act:

                                    NONE


The undersigned registrant hereby amends the following items  and exhibits or
other portions of its Registration Statement on Form 8-A as follows:

1.   Item 1 is hereby amended to read in its entirety as follows:

          The   common  stock  purchase  rights  (the  "Former  Rights")   of
     Piccadilly  Cafeterias,   Inc.  (the  "Company")  registered  under  the
     Securities  Exchange Act of  1934,  as  amended  (the  "Exchange  Act"),
     pursuant to the  Company's  Registration  Statement  on  Form  8-A dated
     August  19,  1988 (the "Registration Statement"), expired on August  22,
     1998.  Accordingly,  the Company hereby removes all of the Former Rights
     from registration under  the  Registration  Statement.  Successor rights
     were  registered  under  the  Exchange  Act pursuant  to  the  Company's
     Registration  Statement  on  Form  8-A filed  with  the  Securities  and
     Exchange Commission on November 19, 1998.

2.   Item 2 is hereby deleted.


                             SIGNATURE

     Pursuant to the requirements of Section  12  of  the Securities Exchange
Act  of  1934,  the  registrant  has  duly  caused  this  amendment   to  its
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.


                                 PICCADILLY CAFETERIAS, INC.


                                 By:   /s/ Ronald A. LaBorde
                                 Name: Ronald A. LaBorde
                                 Title: President and Chief Executive Officer

Dated:  November 19, 1998










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