UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CUCOS INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
229725106
(CUSIP Number)
FRANK J. FERRARA
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 19, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Section
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ________
1. Names of Reporting Persons I.R.S. Identification Nos. of
Above Persons (entities only).
Frank J. Ferrara
2. Check the appropriate Box if a Member of a Group.
(a)
(b)
3. SEC Use Only
4. Source of Funds.
PF
5. Check if Disclosure of Legal Proceeding is required Pursuant
to Items 2(d) or 2(3). Not Applicable
6. Citizenship or Place of Organization. United States of
America.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power.
217,793 shares in the name of Frank J. Ferrara
8. Shared Voting Power.
158,395 shares in the names of Sadie & Frank J. Ferrara
9. Sole Dispositive Power.
217,793 shares in the name of Frank J. Ferrara
10. Shared Dispositive Power.
158,395 shares in the names of Sadie & Frank J. Ferrara
11. Aggregate Amount Beneficially owned by Each Reporting
Person.
217,793 shares - Frank J. Ferrara
158,395 shares - Sadie & Frank J. Ferrara
15,000 options fully vested - Frank J. Ferrara
391,188 total shares
12. Check if the aggregate Amount in Row 11 Excludes Certain
Shares. Zero (0) Shares are excluded from the amount set forth
in Item 11.
13. Percent of Class Represented by Amount in Row 11. 14.92%
14. Type of Reporting Persons. IN
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule related to the Common Stock , no par
value ("Common Stock"), of Cucos Inc. (the "Issuer"), a Louisiana
corporation whose principal executive offices are located at 110
Veterans Boulevard, Suite 222, Metairie, Louisiana 70005.
Item 2. Identity and Background.
(a) This Schedule is being filed by Frank J. Ferrara.
(b) The residence of the reporting person is: 7815
Highland Road, Baton Rouge, Louisiana 70808.
(c) The principal occupation of Frank J. Ferrara-
Attorney, Ferrara & Ferrara Attorneys, P. O. Box 159, Walker,
Louisiana 70785.
(d) During the last five years, Frank J. Ferrara has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Frank J. Ferrara was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which he was or
is subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Frank J. Ferrara is a United States citizen.
Item 3. Source and Amount of Funds or other Consideration.
The Common Stock directly owned by Frank J. Ferrara was
acquired by the conversion of Zero-Coupon Convertible Secured
Notes due June 30, 2015, in the amounts of $206,250 in the name
of Frank J. Ferrara and $150,000 in the names of Sadie Ferrara
wife of/and Frank J. Ferrara, respectively. The conversion price
of the shares was $.947 per share.
Item 4. Purpose of Transaction.
The Common Stock of the Issuer was acquired for
investment purposes. He has no present plans which relate to or
would result in:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) any material change in the present capitalization
or dividend policy of the Issuer;
(f) any other material change in the Issuer's business
or corporate structure, including but not limited to, if the
Issuer is a registered closed-end investment company, any plans
or proposals to make any changes in its investment policy for
which a vote is required by Section 13 of the Investment Company
Act of 1940;
(g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated
above.
The intentions of the reporting persons with respect to
any of the enumerated actions referred to above are subject to
possible change in the future, depending upon the circumstances.
Item 5. Interest in Securities of the Issuer.
Frank J. Ferrara is the beneficial owner of 391,188
shares of the Issuer's Common Stock, representing approximately
14.92% of the Issuer's total outstanding Common Stock. Mr.
Ferrara owns 217,793 of these shares of record and has sole
voting and dispositive power over these shares. Mr. Ferrara
(with his wife Sadie Ferrara) own 158,395 of these shares of
record and share voting power and share dispositive power over
these shares.
Item 6. Contracts, Arrangement, Understandings or Relationships
With Respect to Securities of the Issuer.
Except as disclosed above, no contracts, arrangements,
understandings or relationships between Frank J. Ferrara and any
other persons exist with respect to securities of the Issuer.
Item 7. Exhibits.
None
Signature.
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Date: March 5, 1998
/s/ Frank J. Ferrara
