U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
FORM 4
1. Name and Address of Reporting Person: Elie V. Khoury
2. Issuer Name and Ticker or Trading Symbol: Cucos Inc. - CUCO
3. IRS or Social Security Number of Reporting Person
(Voluntary):
4. Statement for Month/Year: February 1998
5. If Amendment, Date of Original (Month/Year): N/A
6. Relationship of Reporting Person to Issuer (Check all
applicable):
__X__ Director
_____ 10% owner
__X__ Officer (give title below)
_____ Other (specify below)
President
TABLE I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned.
1. Title of Security (Inst. 3):
Common Stock
2. Transaction Date (Month/Day/Year):
February 19, 1998
3. Transaction Code (Instr. 8):
Code: C
V:
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5):
Amount: 151,795
(A) or (D): A
Price: $0.947
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4):
152,495
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4):
D
7. Nature of Indirect Beneficially Ownership (Instr. 4):
N/A
TABLE II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned(e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security (Inst. 3):
Zero-Coupon Convertible Secured Notes due 2015
2. Conversion or Exercise Price of Derivative Security:
$0.947
3. Transaction Date (Month/Day/Year):
February 19, 1998
4. Transaction Code (Instr. 8):
Code: C
V:
5. Number of Derivaties Securities Acquired (A) or Disposed of
(D) (Instr. 3, 4, and 5):
(A)
(D) $143,750
6. Date Exercisable and Expiration Date (Month/Day/Year):
Date Exercisable: July 28, 1997
Expiration Date: June 30, 2015
7. Title and Amount of Underlying Securities (Instr. 3 and 4):
Title: Common Stock
Amount or Number of Shares: 151,795
8. Price of Derivative Security (Instr. 5):
9. Number of Derivative Securities Beneficially Owned at End of
Month (Instr. 4):
0
10. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 4):
D
11. Nature of Indirect Beneficial Ownership (Instr. 4):
N/A
Explanation of Responses:
On February 19, 1998, Elie V. Khoury, a director and President of
Cucos Inc., converted $143,750 face amount of Cucos Inc. Zero
Coupon Convertible Secured Notes due June 30, 2015, into 151,795
shares of Cucos Common Stock. The Zero-Coupon Convertible
Secured Notes were convertible into one share of common stock per
$0.947 face amount.
/s/ Elie V. Khoury
(Signature of Reporting Person)
Date: March 10, 1998
