TCBY ENTERPRISES INC
10-Q, 1995-10-06
ICE CREAM & FROZEN DESSERTS
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          UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                             FORM 10-Q


(Mark One)
 _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended August 31, 1995
                               _______________

                               OR

 ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number 1-10046
                        _______

                       TCBY ENTERPRISES, INC.                
________________________________________________________________
(Exact name or registrant as specified in its charter)

Delaware                                           71-0552115
________________________________________________________________
(State of other jurisdiction of             (I.R.S. Employer
 incorporation or organization)             Identification No.)

425 West Capitol Avenue   Little Rock, Arkansas         72201
________________________________________________________________
(Address of principal executive offices)              (Zip Code)

                           (501) 688-8229                    
________________________________________________________________
(Registrant's telephone number, including area code)


Indicate by check mark whether the  registrant (1) has filed all  reports
required to be filed by Section 13 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 ___



On September 30, 1995  there were 25,675,276  shares of the  registrant's
common stock outstanding.


                                     Sequential Page No. 1
<PAGE>




<TABLE>
                       TABLE OF CONTENTS
<CAPTION>
PART I.   FINANCIAL INFORMATION                                 Page
<S>       <C>                                                    <C>
Item 1.   Financial Statements (Unaudited)

          Consolidated Balance Sheets
          August 31, 1995 and November 30, 1994                    3

          Consolidated Statements of Income
          Quarter ended and nine months ended
          August 31, 1995 and 1994                                 5

          Consolidated Statements of Cash Flows
          Nine months ended August 31, 1995 and 1994               6

          Notes to Consolidated Financial Statements 
          August 31, 1995                                          7


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                     10


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings                                       17

Item 5.   Other Information                                       17

Item 6.   Exhibits and Reports on Form 8-K                        17


SIGNATURES                                                        18

</TABLE>
















                                          Sequential Page No. 2
<PAGE>


                                     


PART 1
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
                                               August 31,       November 30,
                                                  1995              1994    
                                            ________________________________

<S>                                         <C>                <C>
CURRENT ASSETS:
 Cash and cash equivalents                  $  5,410,865       $  4,938,118
 Short-term investments                        4,449,393         15,213,179
 Receivables:
  Trade accounts                              16,329,904         15,805,358
  Notes                                        3,003,888          2,120,932
  Allowance for doubtful accounts
   and notes                                    (394,724)          (383,515)
                                             -----------         -----------
                                              18,939,068         17,542,775

 Refundable income taxes                            -             1,501,663
 Inventories                                  14,845,495         13,621,790
 Distribution allowances                       1,873,777          4,098,965
 Prepaid expenses and other assets             3,277,296          2,051,808
                                             _____________      _____________

    TOTAL CURRENT ASSETS                      48,795,894         58,968,298

PROPERTY, PLANT, AND EQUIPMENT:
 Land                                          4,063,868          4,225,248
 Buildings                                    24,611,035         23,583,374
 Furniture, vehicles, and equipment           64,747,542         55,172,254
 Leasehold improvements                       11,237,262         10,986,674
 Construction in progress                           -             3,089,350
 Allowances for depreciation 
  and amortization                           (44,994,227)       (40,213,323)
                                             _____________      _____________
                                              59,665,480         56,843,577

OTHER ASSETS:
 Notes receivable, less current portion
  (less allowance for doubtful notes of
  $921,025 in 1995 and $894,869 in 1994)      16,198,292          8,358,703
 Intangibles (less amortization of
  $3,783,517 in 1995 and $3,317,663 in 
  1994)                                        5,577,491          5,795,445
 Distribution allowances, less current
  portion                                      1,384,115          7,105,649
 Other                                         5,690,485          5,208,415
                                              _____________      _____________

                                              28,850,383         26,468,212
                                              _____________      _____________
 
    TOTAL ASSETS                              $137,311,757       $142,280,087
                                              =============      =============


</TABLE>
See notes to consolidated financial statements.


                                       Sequential Page No. 3
<PAGE>

TCBY ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                               August 31,       November 30,
                                                  1995              1994    
                                            ________________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>                <C>
CURRENT LIABILITIES:
 Accounts payable                           $  3,002,481       $  2,890,869
 Accrued expenses                              4,361,000          5,742,510
 Income taxes payable                            525,544               -
 Deferred income taxes payable                   751,859            751,859
 Current portion of long-term debt             3,158,539          3,072,756
                                              _____________      _____________

    TOTAL CURRENT LIABILITIES                 11,799,423         12,457,994

LONG-TERM DEBT, less current portion          13,400,591         15,909,857

DEFERRED INCOME TAXES                          5,638,287          5,638,287

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Preferred stock, par value $.10 per share;
  authorized 2,000,000 shares                       -                  -
 Common stock, par value $.10 per share;
  authorized 50,000,000 shares; issued -
  1995 - 27,031,777; 1994 - 26,911,333         2,703,178          2,691,133
 Additional paid-in capital                   25,379,080         24,840,431
 Retained earnings                            88,127,085         90,153,584
                                              _____________      _____________

                                              116,209,343        117,685,148

 Less treasury stock, at cost 
  (1,387,069 shares in 1995
  and 1,317,069 in 1994)                      (9,735,887)        (9,411,199)
                                              _____________      _____________

TOTAL STOCKHOLDERS' EQUITY                    106,473,456        108,273,949
                                              _____________      _____________

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                       $137,311,757       $142,280,087
                                              =============      =============
</TABLE>
See notes to consolidated financial statements.

                                                 Sequential Page No. 4
<PAGE>


TCBY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                 Quarter Ended                    Nine Months Ended
                                   August 31,                         August 31,
                            1995             1994               1995            1994
                         ________________________________________________________________ <S>                      <C>          
<S>                      <C>              <C>               <C>             <C>
Sales                    $35,176,849      $46,691,476       $ 90,771,037    $108,878,526
Cost of sales             20,640,143       27,105,672         52,666,985      63,990,315
                         ____________     ____________      _____________   _____________

  GROSS PROFIT            14,536,706       19,585,804         38,104,052      44,888,211

Franchising revenues:
 Initial franchise and
  license fees               611,610          284,128          1,226,510       1,017,828
 Royalty income            3,450,351        3,699,076          7,971,798       8,379,169
                         ____________     ____________      _____________   _____________
  Total franchising
   revenues                4,061,961        3,983,204          9,198,308       9,396,997
                         ____________     ____________      _____________   _____________

                          18,598,667       23,569,008         47,302,360      54,285,208

Selling, general and
 administrative expenses  15,187,678       16,825,023         46,915,170      43,160,108
                         ____________     ____________      _____________   _____________

                           3,410,989        6,743,985            387,190      11,125,100

Other income (expense):
 Interest expense           (310,563)        (173,287)          (834,554)       (482,411)
 Interest income             194,188          208,137            697,572         726,049
 Other income (expense)       46,740           41,643          2,511,974         (38,099)
                          ____________     ____________      _____________   _____________

                             (69,635)          76,493          2,374,992         205,539
                          ____________     ____________      _____________   _____________
 INCOME BEFORE INCOME
  TAXES                    3,341,354        6,820,478          2,762,182      11,330,639

Income tax expense         1,152,770        2,340,886            952,954       3,909,070
                          ____________     ____________      _____________   _____________

  NET INCOME              $ 2,188,584      $ 4,479,592       $  1,809,228    $  7,421,569
                          ============     ============      =============   =============

Net income per share      $      0.09      $      0.18       $       0.07    $       0.29
                          ============     ============      =============   =============
Average shares 
 outstanding               25,585,110       25,518,767         25,579,007      25,501,297
                          ============     ============      =============   =============
Cash dividends paid
 per share                $      0.05      $      0.05       $       0.15    $       0.15
                          ============     ============      =============   =============
</TABLE>
See notes to consolidated financial statements.





                                                      





                                  Sequential Page No. 5
<PAGE>

TCBY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                           August 31,
                                                    1995               1994   
                                               ________________________________
<S>                                            <C>                <C>
OPERATING ACTIVITIES
Net income                                     $  1,809,228       $  7,421,569
Adjustments to reconcile net income to
 net cash provided by (used in) operating 
 activities:
  Depreciation and amortization                   8,452,357          6,308,485
  Amortization of intangibles                       465,854            468,848
  Provision for doubtful accounts and notes       1,074,716            901,708
  (Gain) loss on sales of property  
   and equipment                                     (4,350)           315,465
  Gain on sale of product line                   (2,370,046)              -
Changes in operating assets and liabilities:
  Receivables                                    (2,931,692)       (11,697,651)
  Inventories                                    (1,475,389)        (2,299,108)
  Prepaid expenses                               (1,225,488)          (989,397)
  Distribution allowances                          (639,055)        (2,826,650)
  Intangibles and other assets                     (861,867)        (2,130,688)
  Accounts payable and accrued expenses          (2,461,423)         1,168,747
  Income taxes                                    2,027,207          3,147,716
                                                 _____________      _____________
    NET CASH PROVIDED BY (USED IN) 
      OPERATING ACTIVITIES                        1,860,052           (210,956) 
INVESTING ACTIVITIES
 Purchases of property, plant, and equipment     (9,190,366)        (8,260,222)
 Proceeds from sales of property and equipment      527,593            596,517
 Origination of notes receivable                   (359,944)        (1,297,530)
 Principal collected on notes receivable          1,704,830          3,726,766
 Purchases of short-term investments             (3,123,436)        (4,384,779)
 Proceeds from maturity of short-term
  investments                                    13,887,222         10,541,855
 Proceeds from sale of product line               1,200,000              -   
                                                   _____________      _____________

    NET CASH PROVIDED BY INVESTING ACTIVITIES     4,645,899            922,607

FINANCING ACTIVITIES
 Proceeds from sale of common stock                 550,694            228,707
 Dividends paid                                  (3,835,727)        (3,824,708)
 Purchases of treasury stock                       (324,688)              -
 Principal payments of long-term debt            (2,423,483)        (1,572,879)
                                                  _____________      _____________ 

    NET CASH USED IN FINANCING ACTIVITIES        (6,033,204)        (5,168,880)
                                                  _____________      _____________

     INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                               472,747         (4,457,229)

Cash and cash equivalents at beginning
 of period                                        4,938,118         10,167,074
                                                 _____________      _____________

    CASH AND CASH EQUIVALENTS AT END
      OF PERIOD                                $  5,410,865       $  5,709,845
                                               =============      =============
</TABLE>
See notes to consolidated financial statements.

                                                      Sequential Page No. 6
<PAGE>
   





TCBY ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AUGUST 31, 1995


NOTE A -- FINANCIAL STATEMENT PRESENTATION

The accompanying  unaudited  consolidated financial  statements  have  been
prepared in accordance  with generally accepted  accounting principles  for
interim financial information and  with the instructions  to Form 10-Q  and
Article 10 of Regulation S-X.  Accordingly, they do not include all of  the
information  and  footnotes  required  by  generally  accepted   accounting
principles  for  complete  financial  statements.     In  the  opinion   of
management, all  adjustments  (consisting  of  normal  recurring  accruals)
considered necessary for a fair presentation have been included.  Operating
results for the three- and nine-month periods ended August 31, 1995 are not
necessarily indicative of  the results that  may be expected  for the  year
ended  November  30,  1995.     For  further  information,  refer  to   the
consolidated financial  statements and  footnotes t  hereto included  in the
Company's annual report on Form 10-K for the year ended November 30, 1994.


NOTE B -- INVENTORIES
<TABLE>
<CAPTION>
                                    August 31,    November 30,
                                       1995          1994   
                                  ____________    ____________
<S>                               <C>             <C>
Manufacturing materials and
  supplies                        $ 5,590,097     $ 4,417,832

Finished yogurt and other
  food products                     4,771,082       4,162,242

Equipment and other products        4,484,316       5,041,716
                                  ____________    ____________

                                  $14,845,495     $13,621,790
                                  ============    ============ 
</TABLE>


                                         Sequential Page No. 7
<PAGE>


NOTE C -- ACCRUED EXPENSES

Accrued expenses consist of the following:
<TABLE>
<CAPTION>





                                   August 31,     November 30,
                                      1995           1994   
                                  ___________     ____________
<S>                               <C>             <C>
Rent                              $   623,410     $   799,979

Compensation                        1,822,085       2,411,903

Other                               1,915,505       2,530,628
                                  ___________     ____________

 Total accrued expenses           $ 4,361,000     $ 5,742,510
                                  ===========     =========== 
</TABLE>
NOTE D -- CONTINGENCIES

A purported investor in a  former franchisee has claimed approximately  $26
million in trebled  damages plus  costs and prejudgment  interest from  the
former franchisee for  alleged fraudulent acts.   The compensatory  damages
requested are $8.7 million.  The Company  has also been named in this  suit
as a defendant.   The Company believes the  plaintiff's claims against  the
Company to be without merit, and  the Company is vigorously contesting  the
suit.  

Other than as  set forth  above, there  is no  material litigation  pending
against the  Company.   Various legal  and administrative  proceedings  are
pending against the  Company which are  incidental to the  business of  the
Company.  The  ultimate legal  and financial  liability of  the Company  in
connection with  such  proceedings  and  that  discussed  above  cannot  be
estimated  with  certainty,  but  the  Company  believes,  based  upon  its
examination of these matters, its  experience to date, and its  discussions
with legal  counsel, that  resolution  of these  proceedings will  have  no
material adverse  effect upon  the  Company's financial  condition,  either
individually or in the aggregate; of course, any substantial loss  pursuant
to any litigation  might have  a material  adverse impact  up on results of
operations in the fiscal quarter or year  in which it were to be  incurred,
but the Company cannot estimate the range of any reasonably possible loss.

NOTE E -- DISPOSITION

In April 1995, the Company sold the rights for the exclusive  manufacturing
and distribution of the "TCBY"(Registered) refrigerated yogurt product line
throughout the United States to  Mid-America Dairymen, Inc., who  co-packed
the products for the Company.   The product line currently consists of  low
fat and nonfat/no sugar added varieties of refrigerated yogurt, and 
 

                                       Sequential Page No. 8
<PAGE>


the "TCBY"(Registered) Twosome product  - refrigerated yogurt and  topping,
side-by-side.   TCBY  sales  of these  products  were  approximately  $23.0
million and $5.3 million  for fiscal 1994 and  the first quarter of  fiscal
1995, respectively.

Under the terms  of the 15  year agreement, Mid-America  Dairymen plans  to
expand the distribution of  these products, as  well as develop  additional
refrigerated dairy items under  the "TCBY"(Registered) brand.   Mid-America
Dairymen  currently  manufactures  and  distributes  over  2,000   products
nationwide.     TCBY   has   continued  to   manufacture   and   distribute
"TCBY"(Registered) brand hardpack frozen yogurt products through the retail
grocery trade.

The sale of the product line  resulted in net income of approximately  $1.6
million, or $.06 per share, for TCBY in the second quarter of fiscal  1995.
Under the terms of the  agreement, inventories and distribution  allowances
related to  the "TCBY"(Registered)  refrigerated yogurt  product line  were
transferred to Mid-America Dairymen.  The Company received cash proceeds of
$1.2 million  upon  closing and  a  note  receivable of  $10.6  million  as
consideration in the transaction.















                                         Sequential Page No. 9 
<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company's total sales  for the third quarter  of fiscal 1995  decreased
24.7 percent from sales for the third quarter of fiscal 1994.  Total  sales
for the first nine months of fiscal 1995 decreased 16.6 percent from  sales
for the first nine months of fiscal 1994.

The Company's operations are primarily in two segments:  food products  and
equipment.  The  following table sets  forth sales by  category within  the
Company's primary segments of operation (dollars in thousands):





<TABLE>
<CAPTION>
                              Quarter Ended August 31             Nine Months Ended August 31
                             1995                1994               1995              1994
                      Sales      %      Sales        %       Sales     %        Sales      % 
                      _______    ____     _______    ____    _______   ____     _______   ____
<S>                   <C>        <C>      <C>        <C>     <C>       <C>      <C>       <
Food Products:                                                                             c>
 Yogurt sales to
  ProSource
  Distribution
  Services and
  other foodservice
  distributors        $17,868     51%     $18,132     39%    $41,734    46%     $42,533    39%
 Yogurt sales to the
  retail grocery
  trade                 7,228     20%      16,191     35%     21,882    24%      34,570    32%
 Retail sales by
  Company-owned
  stores                6,030     17%       6,950     15%     14,865    16%      17,223    16%
                       _______    ____     _______    ____    _______   ____     _______   ____
 
                       31,126     88%      41,273     89%     78,481    86%      94,326    87%

Equipment:
 Sales by the 
  Company's equip-
  ment distributor      2,919      8%       4,123      9%      8,439     9%      11,115    10%
 Sales of manufac-
  tured specialty
  vehicles                897      3%       1,063      2%      3,113     4%       2,783     2%
                       _______    ____     _______    ____    _______   ____     _______   ____

                        3,816     11%       5,186     11%     11,552    13%      13,898    12%
Other                     235      1%         232      0%        738     1%         655     1%
                       _______    ____     _______    ____    _______   ____     _______   ____

Total Sales            $35,177    100%     $46,691    100%    $90,771   100%    $108,879   100%
                       =======    ====     =======    ====    =======   ====     =======   ====
</TABLE>







Sales from the Company's food products segment include (i) wholesale  sales
of  frozen  yogurt  products  to  ProSource  Distribution  Services  (which
acquired a  portion  of  the distribution  business  of  The  Martin-Brower
Company) and to other foodservice distributors, which distribute yogurt and
other products to TCBY  stores and non-traditional locations and sales  to
international master franchisees of frozen yogurt products and  proprietary
ingredients for the manufacture of 
                                         Sequential Page No. 10
<PAGE>

frozen yogurt products in the countries  that produce locally,  (ii)  sales
of hardpack  frozen yogurt  and frozen  novelties for  distribution to  the
retail grocery trade,  and (iii) retail  sales of yogurt  and related  food
items by Company-owned stores.   Third quarter sales  in the food  products
segment decreased from  $41.3 million in  fiscal 1994 to  $31.1 million  in
fiscal 1995.  For the first nine months, sales in the food products segment
decreased from $94.3  million in  fiscal 1994  to $78.5  million in  fiscal
1995.   

For the third quarter and first nine months of fiscal 1995, wholesale sales
of frozen  yogurt  to  distributors  decreased 1  percent  and  2  percent,
respectively.  This is attributed to a reduction in the number of  domestic
traditional "TCBY"(Registered) stores (Company-owned and franchised stores)
in operation during  fiscal 1995  compared to  the same  periods in  fiscal
1994.  In  addition, sales  to international master  franchisees were  down
slightly due to large purchases of proprietary ingredients for the  initial
start-up of  production of  frozen  yogurt in  China  during 1994.    These
reductions were partially  offset by increased purchases of  frozen yogurt
products by non-traditional  locations during fiscal  1995 compared to  the
same periods in fiscal 1994.





The table below sets forth location activity for the third quarter and first
nine months of fiscal 1995 and 1994.



<TABLE>
<CAPTION>
                                                                        NON-
                             FRANCHISED    COMPANY    INTERNATIONAL  TRADITIONAL       TOTAL
                               STORES      STORES       LOCATIONS     LOCATIONS      LOCATIONS
                            1995   1994  1995  1994   1995    1994   1995   1994   1995    1994
                            ____________________________________________________________________
<S>                         <C>    <C>   <C>   <C>    <C>     <C>    <C>    <C>    <C>     <C>
For the third quarter:
  Locations open at 
   beginning of period      1,231  1,268   87   114     166    73    1,281  1,117  2,765  2,572
  Opened                       14     18    0     1      18    36       63    170     95    225
  Closed                      (14)   (22)  (2)  (15)      0    (2)     (71)   (26)   (87)   (65)
  Net locations purchased
   (sold) between fran-
   chisees and Company          0      1   (0)  (1)       0     0        0      0      0      0
                            ____________________________________________________________________

  Locations open at
   August 31                1,231  1,265   85    99     184   107    1,273  1,261  2,773  2,732 
                            ====================================================================
</TABLE>

                                         Sequential Page No. 11
<PAGE>


<TABLE>
<CAPTION>
                                                                          NON-
                             FRANCHISED    COMPANY     INTERNATIONAL   TRADITIONAL     TOTAL
                               STORES       STORES       LOCATIONS      LOCATIONS    LOCATIONS
                            1995   1994  1995  1994    1995    1994   1995  1994    1995   1994
                            ____________________________________________________________________
<S>                         <C>    <C>   <C>   <C>     <C>     <C>    <C>   <C>     <C>    <C>
 For the first nine months:
  Locations open at 
   beginning of period      1,245  1,298   96   121     141      66   1,319   989  2,801  2,474
  Opened                       31     31    0     1      43      43     181   389    255    464
  Closed                      (46)   (69) (10)  (18)      0      (2)   (227) (117)  (283)  (206)
  Net locations purchased
   (sold) between fran-
   chisees and Company          1      5   (1)   (5)      0       0       0     0      0      0
                            ____________________________________________________________________

  Locations open at
   August 31                1,231  1,265   85    99     184     107   1,273 1,261  2,773  2,732
                            ====================================================================
</TABLE>






Included in locations open are 119 and 122 "TCBY"(Registered) stores closed
for relocation or for the  season at August 31,  1995 and August 31,  1994,
respectively.  During the first nine months of 1995 the Company closed  227
non-traditional locations.  These locations generally purchased low volumes
of yogurt  from  the  Company.   The  Company  expects that  there  may  be
additional closings of low volume non-traditional accounts.  In addition,  
the Company's joint venture partners  were not successful in retaining  all
TCBY locations  at the  Dallas/Ft.  Worth and  Atlanta airports  where  the
foodservice contracts were  up for  bid, thus, closings  in these  airports
will occur  in late  1995 and  during 1996.   The  amount of  the  expected
decline in frozen yogurt sales in these airports is not known at this  time
due to uncertain closing  dates and relocation of  existing units at  these
sites, however, these airports have historically experienced higher  yogurt
sales compared to other non-traditional locations.  

Sales of yogurt to the retail grocery trade decreased 55 percent during the
third quarter  and 37 percent during  the first nine months of fiscal  1995
as compared  to the  same periods  in  fiscal 1994.   These  decreases  are
primarily a result of the sale of the refrigerated yogurt product line.  In
April 1995, the Company sold the rights for the exclusive manufacturing and
distribution  of  the   "TCBY"(Registered)  refrigerated  yogurt   products
throughout the United States to  Mid-America Dairymen, Inc., who  co-packed
these products  for  the Company.    The sale  resulted  in net  income  of
approximately $1.6 million in the second quarter.  The sale of this product
line will  result  in lower  sales  to the  retail  grocery trade  for  the
remainder of 1995 and the  first quarter of 1996  as sales for fiscal  1994
were $23.0 million and $5.3 million the first quarter of 1995.  The Company
has continued the distribution  of hardpack frozen  yogurt products in  the
retail grocery trade primarily in existing markets.

                                  Sequential Page No. 12
<PAGE>





Sales by Company-owned stores declined 13 percent and 14 percent during the
third quarter  and  first nine  months  of fiscal  1995,  respectively,  as
compared to the same periods in fiscal 1994.  These declines result from  a
reduction in the number of Company-owned stores operated during the periods
and a decline in same store sales for Company-owned stores.  At August  31,
1995, the Company operated 85 units.  Subsequent to the end of the quarter,
16 company-owned stores,  which had  total sales  of $3.4  million for  the
first nine months  of fiscal 1995,  were either sold  or transferred  under
operating agreements to franchisee  groups.  The  Company will continue  to
evaluate  opportunities  to  refranchise   stores  or  close  stores   when
necessary.

Combined same  store  sales  (the  comparison  of  fiscal  1995  individual
traditional "TCBY"(Registered) store  sales with sales  by the same  stores
operating during the  same period of  fiscal 1994) were  flat in the  third
quarter and first  nine months  of fiscal  1995.   The restaurant  industry
continues to be highly competitive.  The Company is continuing its  efforts
to  improve  same  store  sales  through  national  television  advertising
campaigns, menu extensions, local  media advertising, store decor  upgrades
and relocations.   The  efforts to  improve same  store sales  include  the
Company's new "TCBY"(Registered) Treats concept.   The  "TCBY"(Registered)
Treats concept features  "TCBY"(Registered) soft serve  frozen yogurt,  but
adds "TCBY"(Registered) hand-dipped frozen yogurt, hand-dipped premium  ice
cream,  Paradise  Ice(Trademark)  shaved  ice,  frozen  custard,  and   the
"TCBY"(Registered) bakery items.   As of  August 31, 1995,  358 stores  had
converted and 125  were in the  process of converting  to the new  concept.
Even with the successful implementation of these programs, same store sales
may decline and store closings may continue.

Sales in  the  equipment segment  decreased  26 percent  during  the  third
quarter of fiscal 1995 from $5.2 million in fiscal 1994 to $3.8 million  in
fiscal 1995 and 17 percent  for the first nine  months in fiscal 1995  from
$13.9 million  in  fiscal  1994 to  $11.6  million  in fiscal  1995.    The
decreases are primarily the result of fewer sales of equipment packages  by
the  Company's  equipment   distributor  to   domestic  and   international
franchisees.  The decrease  for the nine month  period was offset  slightly
due  to  increased  sales  by  the  Company's  equipment  manufacturer  who
experienced increased  orders  for  specialty  vehicles  during  the  first
quarter of  fiscal 1995.   During  the third  quarter of  fiscal 1995,  the
Company began  exploring  options  for  improving  the  operations  of  the
equipment segment,  including the  possible  divestiture of  its  equipment
manufacturer.







                                         Sequential Page No. 13
<PAGE>






The ratio of cost of sales to sales was 58.7 percent for the third  quarter
of fiscal 1995 as compared to 58.1 percent for the third quarter of  fiscal
1994.  The ratio of  cost of sales to sales  for the food products  segment
and equipment segment in the third quarter of fiscal 1995 was 55.8  percent
and 85.7 percent, respectively, compared to 55.5 percent and 80.9  percent,
respectively, in the third quarter of fiscal 1994. 

The increase in  the overall cost  of sales  to sales ratio  for the  third
quarter is attributed  to higher overhead  cost per unit  by the  Company's
frozen yogurt products manufacturing facility  in Dallas due to lower  than
anticipated volumes.  In addition, the Company's equipment manufacturer has
experienced increases  in cost  of  sales during  fiscal 1995  compared  to
fiscal 1994.    The increase  in  the cost  of  sales to  sales  ratio  was
partially offset by a change in sales mix within the food products  segment
from the  prior year.   Wholesale  sales to  the retail  grocery trade  and
private label customers, which have a higher cost of sales to sales  ratio,
were a  smaller percentage  of total  food products  sales in  fiscal  1995
compared to the prior year due primarily  to the sale of  the refrigerated
yogurt product  line.    Although  milk prices  (which  represent  a  major
component of  the Company's  cost of  sales) remained  relatively  constant
compared to  the prior  period, the  Company has  experienced increases  in
other components of cost of sales, such  as product packaging costs.  As  a
result of these increased product packaging costs, the Company instituted a
price increase of approximately one percent in the second quarter of fiscal
1995. 

The ratio of cost  of sales to  sales was 58.0 percent  for the first  nine
months of fiscal 1995 as compared to 58.8 percent for the first nine months
of fiscal 1994.  The ratio of cost of sales to sales for the food  products
segment and equipment segment in the  first nine months of fiscal 1995  was
55.1 percent and 81.5 percent,  respectively, compared to 56.1 percent  and
79.5 percent, respectively, in the first  nine months of fiscal 1994.   The
decrease in the overall  cost of sales  to sales ratio  for the first  nine
months of fiscal 1995  is attributed to  a change in  sales mix within  the
food products segment from the prior  year.  Wholesale sales to the  retail
grocery trade and  private label  customers, which  have a  higher cost  of
sales to sales  ratio, were  a smaller  percentage of  total food  products
sales in fiscal 1995 compared to the  prior year due primarily to the  sale
of the  refrigerated  product line.    The decrease  within  the  equipment
segment is  due  to  lower  margins realized  by  the  Company's  equipment
manufacturer.






                                         Sequential Page No. 14
<PAGE>





Franchising revenues  consist of  initial franchise  and license  fees  and
royalty income.  In the third quarter of fiscal 1995, initial franchise and
license fees increased 115 percent  and royalty income decreased 7  percent
from fiscal  1994.   In  the  first nine  months  of fiscal  1995,  initial
franchise  and  license  fees  increased  21  percent  and  royalty  income
decreased 5  percent from  fiscal  1994.   The  increase in  franchise  and
license  fees  results  primarily  from  increased  initial   international
franchise fees.   The  decrease in  royalty income  results from  decreased
international royalties  as  a result  of  large purchases  of  proprietary
ingredients in fiscal 1994 related to the start-up of a production facility
in China and a decrease in domestic  royalties as a result of the  decrease
in domestic  traditional  "TCBY"(Registered)  stores  as  previously  noted
above. 

Selling, general and administrative (SG&A) expenses decreased 10 percent in
the third quarter of  fiscal 1995 compared to  the third quarter of  fiscal
1994.  This decrease is due primarily to a decrease in  selling costs, such
as consumer marketing  expenses and trade  allowances, associated with  the
sale of yogurt products within the retail grocery trade and a reduction  in
the number  of  corporate stores  in  operation  during the  period.    The
decrease in selling  costs are due  to the sale  of the  "TCBY"(Registered)
refrigerated yogurt  product  line in  April  1995.   As  a  percentage  of
combined sales and franchising revenues, SG&A expenses were 39 percent  and
33 percent for  the third quarter  of fiscal 1995  and 1994,  respectively.
The Company  continues to  invest significantly  in selling  and  marketing
expenses associated with the sale of hardpack frozen yogurt products in the
retail grocery trade.  These marketing expenses are a significant factor in
the decreased earnings in fiscal 1995 compared to fiscal 1994.     

SG&A expenses increased 9 percent in  the first nine months of fiscal  1995
compared to the  first nine  months of  fiscal 1994.   As  a percentage  of
combined sales and franchising revenues, SG&A expenses were 47 percent  and
37 percent for the first nine months of fiscal 1995 and 1994, respectively.
The increase for the first nine months is primarily attributed to increased
selling costs  associated with  the  sale of  yogurt products  (frozen  and
refrigerated) within the retail grocery trade during the first nine  months
of fiscal 1995 compared to the same  period in fiscal 1994.  As the  retail
grocery trade continues to be very  competitive, annual SG&A expenses as  a
percentage of combined  sales and  franchising revenues may  remain at  the
current level. 

Interest expense increased approximately $137,000 and $352,000 in the third
quarter and first nine months of fiscal 1995, respectively, compared to the
same periods of fiscal 1994.  These increases are due to an additional $7.5
million borrowing  in  November  1994,  related to  the  expansion  of  the
Company's 

                                         Sequential Page No. 15
<PAGE>






yogurt manufacturing  facility,  and  a  slight  increase  in  the  average
interest rate  paid.    The  increase in  interest  expense  is  offset  by
capitalized interest cost of $177,000 for  the first nine months of  fiscal
1995 in association with expansion of the Company's manufacturing facility.

Income taxes as a percentage of income before income taxes was 34.5 percent
in the third quarter and  for the first nine months  of fiscal 1995.   This
compares to an  effective rate of  33.3 percent for  the fiscal year  ended
November 30, 1994.  The change in the effective tax rate is due to a higher
expected effective tax rate for fiscal 1995.


LIQUIDITY AND CAPITAL RESOURCES

The Company has historically generated  cash from operations  sufficient to
meet its normal operating requirements.  The Company's cash and  short-term
investments decreased approximately $10.3 million in the first nine  months
of fiscal 1995.  This decrease  resulted primarily from (i) lower  earnings
for the first nine  months of fiscal  1995 compared to  the same period  in
fiscal 1994, (ii)  purchases of  property, plant,  and equipment  primarily
related to the  expansion of the  Company's yogurt manufacturing  facility,
and (iii) cash dividends  paid.  The Company's  foreseeable cash needs  for
operations and capital  expenditures are  expected to be  met through  cash
flows from  operations; however,  the Company  has available  a $5  million
unsecured credit line to meet seasonal cash needs. 

On August 31,  1995, working capital  was $37.0 million  compared to  $46.5
million on November 30, 1994.  The  current ratio was 4.1 to 1.0 on  August
31, 1995 and 4.7 to 1.0 on November 30, 1994.  The long-term debt to equity
ratio was .13  to 1.0 at  August 31, 1995  and .15 to  1.0 at November  30,
1994.

On September 14,  1995, the Company's  Board of Directors  declared a  five
cents per share  dividend payable on  October 13, 1995  to stockholders  of
record on September 29, 1995.  The Company will consider adjustments to the
dividend  rate  after  giving  consideration  to  return  to  stockholders,
profitability expectations and financing needs.













                                         Sequential Page No. 16
<PAGE>






                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

There were no changes from previously reported litigation.

ITEM  5:  OTHER INFORMATION

The Company announced in  June that it had  engaged the investment  banking
firm of Stephens  Inc. to  explore strategic alternatives  for the  Company
with the intent of maximizing shareholder  value.  This project remains  in
process and no assurances can be given that this initiative will result  in
any material corporate development.
<TABLE>
<CAPTION>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a)  Exhibits
              <S>       <C>
              4(ii)(a)  First Amendment to Second Amended and 
                        Restated Loan Agreement and Amendment 
                        to Loan Documents.

              27    -   Article 5, Financial Data Schedule for 
                        the Third Quarter Fiscal 1995 10-Q.

              99(a) -   Press release, dated July 13, 1995, 
                        "TCBY" Announces Signing of 30th 
                        Country - Development Rights Awarded 
                        for India."

              99(b) -   Press release, dated August 29, 1995, 
                        "TCBY" International Licenses 
                        Development in Brazil."

              99(c) -   Press release, dated September 21, 
                        1995, "TCBY Reports Third Quarter 
                        Results - Board Declares Dividend."
          </TABLE>
          b)  The Company did not file any reports on Form 8-K 
              during the three months ended August 31, 1995.







                                   Sequential Page No. 17
<PAGE>




                             SIGNATURES
                             __________


Pursuant to the requirements  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.

                                   TCBY ENTERPRISES, INC.




Date:  10/05/95                    /s/ Frank D. Hickingbotham
                                   __________________________
                                   Frank D. Hickingbotham,
                                   Chairman of the Board and
                                   Chief Executive Officer




Date:  10/05/95                    /s/ Gale Law 
                                   __________________________
                                   Gale Law,
                                   Senior Vice President,
                                   Chief Financial Officer
















                                        Sequential Page No. 18


          FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
        LOAN AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS


THIS FIRST  AMENDMENT TO  SECOND AMENDED  AND RESTATED  LOAN AGREEMENT  AND
AMENDMENT TO LOAN DOCUMENTS (the "Amendment")  is made and entered into  to
be effective  as  of  the  7th  day  of  April,  1995  by  and  among  TCBY
ENTERPRISES, INC. (herein referred  to with its  successors and assigns  as
the "Borrower"), AMERICANA  FOODS LIMITED PARTNERSHIP  (herein referred  to
with its successors and  assigns as the "Guarantor")  and Bank One,  Texas,
N.A.,  a  national  banking  association  (herein  referred  to  with   its
successors and assigns as the "Lender").

RECITALS:

A.  Borrower and Lender executed  that certain Second Amended and  Restated
Loan Agreement, dated as of April  7, 1995 (the "Loan Agreement")  pursuant
to which the Lender has made and may hereafter make loans to the  Borrower,
as evidenced by that certain Term Note executed by Borrower and dated  June
11, 1993, payable to the order  of Lender in the original principal  amount
of $14,609,776.64  ("Term Note  #1"), that  certain Term  Note executed  by
Borrower and dated November 28, 1994, payable to the order of Lender in the
original principal  amount of  $7,500,000.00 (Term  Note #2")  and by  that
certain Re volving Credit Note dated April 7, 1995 executed by Borrower and
payable to  the order  of the  Lender in  the maximum  principal amount  of
$5,000,000.00 (the "Revolving Credit Note").  Except as otherwise expressly
provided herein,  all capitalized  terms used  herein shall  have the  same
meanings assigned to such terms in the Loan Agreement.

B.  The Borrower has asked the Lender to replace the profitability covenant
set forth in Section 5.8  of the Loan Agreement  and to increase the  Fixed
Charge Coverage ratio from 1.0 to 1.0 to 1.5 to 1.0.  The Lender is willing
to agree to the Borrower's requests upon the terms and conditions  outlined
herein and subject to  the Borrower's and  the Guarantor's agreements  with
the terms and provisions hereof and of each and every other instrument  and
agreement executed in connection herewith.

AGREEMENTS

In consideration of  the premises, which  are made a  part hereof, and  the
mutual covenants and  agreements contained  herein and for  other good  and
valuable consideration,  the  receipt  and adequacy  of  which  are  hereby
acknowledged, the parties hereto hereby  amend the Loan Agreement and  Loan
Documents as follows:

SECTION I
AMENDMENTS TO THE LOAN AGREEMENT





The Loan Agreement is hereby amended in the following respects:
<PAGE>
1.1 Amendment to Section 5.8.   The Loan Agreement  shall be and is  hereby
amended to  delete  Section 5.8  in  its  entirety and  to  substitute  the
following Section 5.8 in lieu thereof:

"5.8.    Profitability  Covenant.    On  a  consolidated  basis  with   the
Subsidiaries, Borrower will at all  times maintain Net Income greater  than
$0.00."

1.2  Amendment to Section 5.9.   The Loan Agreement shall be and is  hereby
amended to increase the required Fixed  Charge Coverage ratio from "1.0  to
1.0" to "1.5 to 1.0."

SECTION II

AMENDMENT TO LOAN DOCUMENTS

2.1  Reference to the Loan Agreement.  Each of the Loan Documents is hereby
amended so that any reference in any Loan Document to the Loan Agreement or
to any other Loan Document shall mean a reference to the Loan Agreement  or
such other Loan Document as amended hereby.

SECTION III

MISCELLANEOUS

3.1  Authority.   The Borrower and Guarantor  hereby represent and  warrant
that the  execution,  delivery  and  performance  of  this  Amendment,  all
instruments, agreements and other documents executed in connection herewith
and all other instruments, agreements and documents executed in  connection
with the Loan Agreement have been  duly authorized by all necessary  action
of each of the Borrower and Guarantor and do not and will not: (a)  violate
any provisions  or  any  agreement, law,  rule,  regulation,  order,  writ,
judgment, injunction, decree, determination or award presently in effect to
which Borrower or Guarantor is a party or to which it or any of its  assets
may be subject; (b) result in, or require the creation or imposition of any
Lien (other than a Permitted  Lien) upon or with  respect to any asset  now
owned by Borrower or Guarantor or any collateral; or (c) result in a breach
of or  constitute a  default  by Borrower  or  Guarantor (and  neither  the
Borrower nor the  Guarantor is  in default)  under any  indenture, loan  or
credit agreement or  any other  agreement or instrument  to which  it is  a
party or by which it or any of its assets are bound or affected.   Borrower
and  Guarantor   further   warrant   and  represent   that   no   approval,
authorization,  order,  license,  permit,   franchise  or  consent  of   or
registration, declaration, qualification  or filing  with any  governmental
authority is  required  in  connection  with  the  execution,  delivery  or
performance by Borrower or  Guarantor of this Amendment  or any other  Loan
Document.  Such instruments and agreements constitute the legal, valid  and
binding 
obligations of the Borrower and Guarantor, enforceable against Borrower and
Guarantor in accordance with  their respective terms,  subject only to  the
applicable debtor relief laws.

3.2  Ratification.   Borrower   and Guarantor hereby  ratify and confirm the
Loan Agreement and Loan Documents, as amended hereby, in all respects,  and
acknowledge and  agree that  all  of the  terms, provisions  and  covenants
thereof, as amended hereby
<PAGE>
do and shall  remain and  continue in  full force  and effect,  enforceable
against the  Borrower and  Guarantor and  their assets  in accordance  with
their terms.

3.3  Further  Assurances.  The  Borrower and Guarantor  covenant and  agree
from time to  time to  promptly execute,  assign, endorse,  and deliver  to
Lender  all  documents,  instruments,  notices,  agreements,   assignments,
pledges, statements, and writings, and to  do all other acts and things  as
the Lender may reasonably request in order to more fully evidence and/or to
carry out more fully the intent and purpose of the Loan Agreement and other
Loan Documents.

3.4  Multiple Counterparts.  Multiple counterparts of this Amendment may be
signed by the parties, each of which shall be an original but all of  which
together shall constitute one and the same instrument.

3.5  Representations  and Warranties.   The Borrower  and Guarantor  hereby
represent and warrant that all representations and warranties contained  in
the Loan Agreement and other Loan Documents are and continue to be true and
correct in  all material  respects, as  if  made on  the date  hereof,  and
nothing is omitted therefrom that would cause the same  to be misleading in
any material respect.

3.6  Applicable Laws.  THIS AMENDMENT SHALL  BE CONSTRUED, INTERPRETED  AND
ENFORCEABLE UNDER  AND PURSUANT  TO THE  LAWS  OF THE  STATE OF  TEXAS  AND
APPLICABLE LAWS OF THE UNITED STATES.

3.7  No Oral Agreements.  THIS WRITTEN LOAN AGREEMENT REPRESENTS THE  FINAL
AGREEMENT BETWEEN THE PARTIES  AND MAY NOT BE  CONTRADICTED BY EVIDENCE  OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

IN WITNESS WHEREOF, the Borrowers and the Lender have caused this Amendment
to be executed effective as of the date specified above.


                              BORROWER:
                              TCBY ENTERPRISES, INC.


                              By: /s/ Gale Law
                              Printed Name: Gale Law
                              Title: Senior Vice President,
                                     CFO, Treasurer


                              GUARANTOR

                              AMERICANA FOODS LIMITED 





                              PARTNERSHIP

                              By:  Americana Foods General  
                                    Partner, Inc.,
                                    its general partner
<PAGE>

                              By: /s/ Terry A. Elliott
                              Printed Name: Terry A. Elliott
                              Title: Executive Vice President


                              LENDER:

                              BANK ONE, TEXAS, N.A.


                              By: /s/ Gina A. Norris
                              Printed Name: Gina A. Norris
                              Title: Vice President

<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THE SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION EXTRACTED  FROM  THE
CONSOLIDATED BALANCE  SHEET AS  OF  AUGUST 31,  1995 AND  THE  CONSOLIDATED
STATEMENT OF INCOME FOR THE QUARTER ENDED AUGUST 31, 1995 AND IS  QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>  1
       
<S>                              <C>
<PERIOD-TYPE>                    3-MOS
<FISCAL-YEAR-END>                NOV-30-1995
<PERIOD-END>                     AUG-31-1995
<CASH>                                            5,410,865
<SECURITIES>                                      4,449,393
<RECEIVABLES>                                    19,333,792
<ALLOWANCES>                                        394,724
<INVENTORY>                                      14,845,495
<CURRENT-ASSETS>                                 48,795,894
<PP&E>                                          104,659,707
<DEPRECIATION>                                   44,994,227
<TOTAL-ASSETS>                                  137,311,757
<CURRENT-LIABILITIES>                            11,799,423
<BONDS>                                          13,400,591





<COMMON>                                          2,703,178
                                     0
                                               0
<OTHER-SE>                                      103,770,278
<TOTAL-LIABILITY-AND-EQUITY>                    137,311,757
<SALES>                                          35,176,849
<TOTAL-REVENUES>                                 39,238,810
<CGS>                                            20,640,143
<TOTAL-COSTS>                                    20,640,143
<OTHER-EXPENSES>                                          0
<LOSS-PROVISION>                                    465,194
<INTEREST-EXPENSE>                                  310,563
<INCOME-PRETAX>                                   3,341,354
<INCOME-TAX>                                      1,152,770
<INCOME-CONTINUING>                               2,188,584
<DISCONTINUED>                                            0
<EXTRAORDINARY>                                           0
<CHANGES>                                                 0
<NET-INCOME>                                      2,188,584
<EPS-PRIMARY>                                           .09
<EPS-DILUTED>                                           .09
        

</TABLE>

                          Exhibit 99(a)


                         PRESS RELEASE

FOR IMMEDIATE RELEASE
THURSDAY
JULY 13, 1995

CONTACT PERSON:     STACY DUCKETT
                    VICE PRESIDENT, CORPORATE COMMUNICATIONS
                    (501)688-8229

             TCBY ANNOUNCES SIGNING OF 30TH COUNTRY
              DEVELOPMENT RIGHTS AWARDED FOR INDIA

LITTLE ROCK, AR - July 13, 1995 - TCBY ENTERPRISES, INC. (NYSE:TBY) today
announced  India  will  become  the  thirtieth  country  to  which   TCBY
Enterprises, Inc.,  sells and  distributes  its frozen  yogurt  products,
according to Chairman and Chief Executive Office Frank D. Hickingbotham.

The TCBY Master Franchisee in India, Top Green International, has entered
into a  joint venture  agreement with  Indiana Dairy  Products, based  in
India, to open "TCBY"(Registered) frozen yogurt stores and to develop the
"TCBY"(Registered) frozen  yogurt brand  throughout India.   The  initial
agreement  with   Top  Green   calls  for   a  minimum   of   twenty-five
"TCBY"(Registered) stores to be opened within the next five years.  It is
projected that  the first  "TCBY"(Registered) stores  will be  opened  in
Bangalore, India.  In  addition, Top Green  will implement the  wholesale
distribution of  the  hardpack  frozen  yogurt  products  throughout  the
country.

"India is roughly one-third  the size of the  United States, yet has  the
world's second largest population with eight hundred, eighty six  million
people," Hickingbotham said.  "Now that the Indian economy has opened up,
we believe India offers us a marvelous growth opportunity."

Many believe that India  has the largest middle  class population in  the
world.  Top Green International is the Master Franchisee for China,  Hong
Kong and Macao.   "Because of  their successful development  of the  TCBY
concept in  these  markets,  we  are  pleased  to  grant  them  this  new
territory," said  Hartsell Wingfield,  President of  TCBY  International.
The actual development  of the "TCBY"(Registered)  brand, opening of  the
stores and introduction  of the  product line in  India will  be done  by
Indiana Dairy under license with TCBY through their current 
<PAGE>
distribution system.   "They are  a producer and  distributor of  various
dairy products including  ice cream,  fresh milk  and yogurt,"  Wingfield
said.


         30TH COUNTRY SIGNED            -2-                July 13, 1995



Neil Friedman and Sterry Chong are the owners of Top Green International.
"We have  had tremendous  success with  the "TCBY"(Registered)  brand  in
China  and  Hong  Kong.    That's  why  we  were  so  enthusiastic  about
duplicating that success in India,"  Friedman said.  Top Green  currently
has 16  stores open  in China  and five  stores open  in Hong  Kong.   In
addition, Top  Green  has  enjoyed success  in  distributing  its  frozen
products through non-traditional channels.

TCBY's first  international  agreement was  with  Canada in  1986.    The
Bahamas were next in 1987, followed in 1990 by Japan and Thailand.  Today
TCBY has nine stores in Canada, three in the Bahamas, 37 in Japan and  27
in Thailand.

"Our growth in  international markets has  been steady," Wingfield  said.
"The "TCBY"R  brand is  well-known  worldwide and  we continue  to  enjoy
strong demand for our products.  There  is a great deal of similarity  to
the newness and popularity of "TCBY"(Registered) products internationally
to its  initial response  here in  the United  States," Wingfield  added.
TCBY has  developed a  presence in  the  Far East,  the Middle  East  and
neighboring Canada and Mexico.   "We are reviewing interesting  proposals
from Europe and South America now," Wingfield said.

TCBY has 166 international  stores as of May  31, 1995, compared with  73
stores this  time  last  year.    But stores  are  just  a  part  of  the
international  business.    All   Master  Franchisees  are  licensed   to
distribute "TCBY"(Registered) produc ts to the non-traditional areas such
as airports, restaurants and grocery stores in each individual country.

"We are extremely pleased with the growth and scope of our  International
subsidiary," Hickingbotham  said.   "Our  thirtieth  country is  a  major
milestone for the Company."

TCBY Enterprises, Inc.,  through subsidiary  companies, manufactures  and
sells soft serve frozen yogurt, hardpack frozen yogurt, novelty products,
and custom foodservice vehicles, and markets foodservice equipment.   The
Company is the largest franchisor, licensor and operator of frozen yogurt
stores in the world.

                              -30-

                          EXHIBIT 99(b)
                          PRESS RELEASE
FOR IMMEDIATE RELEASE
TUESDAY
AUGUST 29, 1995
CONTACT PERSON:               STACY DUCKETT, VICE PRESIDENT
                              CORPORATE COMMUNICATIONS
                              (501) 688-8229

        TCBY INTERNATIONAL LICENSES DEVELOPMENT IN BRAZIL

LITTLE ROCK, AR  - TUESDAY (AUGUST  29, 1995) -  TCBY ENTERPRISES,  INC.,
(NYSE:TBY) today  announced that  TCBY  International has  awarded  local
development rights for "TCBY"(Registered) stores and  products in  Brazil
to Mr. Jose R. Peixoto.

Mr.  Peixoto's  licensing   agreement  calls  for   the  opening  of   40
"TCBY"(Registered) frozen yogurt  stores in Brazil  during the next  five
years.  In  addition, he  will implement wholesale  distribution of  TCBY
hard-pack and novelty  frozen yogurt  product lines  in supermarkets  and
other foodservice outlets.   The  first TCBY  stores and  kiosks will  be
opened in  the  city of  Sao  Paulo in  time  for the  Brazilian  summer.
Ini tial growth is planned throughout the state of Sao Paulo, followed  by
the state of Rio de Janeiro and then southern Brazil.

Mr. Peixoto began his  career with IBM and  then started one of  Brazil's
first cable television companies.  In addition to TCBY, he is the  master
franchisor for Subway in Brazil.

"The Brazilian  economy  has  been  expanding  rapidly  since  the  major
economic reform in July 1994," said Hartsell Wingfield, President of TCBY
International.  "With this growth  in the economy, franchising in  Brazil
has been expanding dramatically and TCBY is excited about introducing its
products with our successful partner," he said.

Brazil is  the fifth  largest country  in the  world and  the sixth  most
populous.  It is larger than  the continental United States and makes  up
half the  land area  of South  America.   The 158  million population  is
concentrated primarily in the country's southern area.  

TCBY Enterprises, Inc.,  through subsidiary  companies, manufactures  and
sells soft serve frozen yogurt, hardpack frozen yogurt, novelty  products
and custom foodservice vehicles, and markets foodservice equipment.   The
Company is the largest franchisor, licensor and operator of frozen yogurt
stores in the world.
                              -30-

                          EXHIBIT 99(c)


                          PRESS RELEASE


FOR IMMEDIATE RELEASE 
THURSDAY 
SEPTEMBER 21, 1995


CONTACT PERSON:    STACY DUCKETT
                   VICE PRESIDENT, CORPORATE COMMUNICATIONS 
                   (501) 688-8229 


               TCBY REPORTS THIRD QUARTER RESULTS
                     BOARD DECLARES DIVIDEND

LITTLE ROCK, AR - SEPTEMBER 21, 1995 - TCBY ENTERPRISES, INC.  (NYSE:TBY)
today announced  sales and  franchising revenues  for the  third  quarter
ended  August  31,  1995  and  1994  were  $39,238,810  and  $50,674,680,
respectively.  Sales and franchising revenues in the first nine months of
fiscal 1995  and 1994  were $99,969,345  and $118,275,523,  respectively.
The majority of the decrease in  sales and franchising revenues for  both
periods  is   attributable   to  the   April   1,  1995   sale   of   the
"TCBY"(Registered)  refrigerated  yogurt  product  line  to   Mid-America
Dairymen which  resulted in  a decrease  in the  Company's sales  to  the
retail grocery trade.  Additional factors were a reduction in the  number
of Company-owned stores  and a decrease  in equipment sales  domestically
and internationally.  

Net income for the third quarter ended August 31, 1995 was $2,188,584, or
$.09 per share, compared to $4,479,592, or $.18 per share, for the  third
quarter ended August  31, 1994.   Net  income for  the nine-month  period
ended August 31, 1995 was $1,809,228, or $.07 per share, compared to  net
income of $7,421,569,  or $.29 per  share, for the  first nine months  of
fiscal 1994.  For the third quarter, selling, general and  administrative
expenses decreased compared to the same  quarter in 1994 and compared  to
the first and  second quarters of  1995 as a  result of the  sale of  the
"TCBY"(Registered) refrigerated  yogurt  line,  and a  reduction  in  the
number of  Company-owned stores.    The Company  continued in  the  third
quarter and  year-to-date  to  incur significant  selling  and  marketing
expenses associated with its hardpack frozen yogurt product <PAGE>
lines in what is  currently a highly competitive  environment.  This  was
the primary reason for the decrease in earnings this quarter versus third
quarter 1994.

TCBY had 2,773 total locations at the conclusion of the third quarter  of
fiscal 1995,  compared to  2,732 at  August 31,  1994.   These  locations
consisted of 85 Company-owned stores, 184 international  locations, 1,273
non-traditional locations  and  1,231  franchised  stores.    During  the
quarter, the  Company  closed  71  generally  low-volume  non-traditional
locations.    The  Company  continues   to  pursue  the  development   of
non-traditional locations  with a  special  focus on  national  petroleum
company convenience stores, including  Exxon, Texaco, Chevron, Mobil  and
others.  As of August 31, 1995,  the Company had over 100 locations  open
or under agreement for development  as a part of  this program.  Many  of
these locations share space  with other national  food companies such  as
McDonald's, Taco Bell, Blimpie's and Subway.

The  Company's   new   "TCBY"(Registered)   Treats   concept   has   been
well-received by franchisees  and consumers.   To date,  358 stores  have
converted to this concept and 125 are in the process of converting, for a
total of 483 stores, representing approximately 40% of operating domestic
stores.    Comparable  sales  results  for  these  locations  which  have
implemented the Treats program surpass those for non-Treats locations. 

For the third quarter and year-to-date, same store sales are unchanged as
compared to the same periods in fiscal 1994.  Sales from  non-traditional
locations are not included in same store sales comparisons. 

Frank D. Hickingbotham, Chairman of the Board and Chief Executive Officer
said, "We  continue  to  pursue  the  various  development  opportunities
available to  the  Company.   The  "TCBY  "(Registered) Treats  concept  is
expanding  throughout  the  system  and  non-traditional  development  is
proceeding as  a  major focus  of  the  Company.   The  Company  expanded
distribution of  our  new  nonfat  pint product  line  and  it  has  been
favorably received by consumers. Internationally, a master franchisee has
been licensed to develop the "TCBY"(Registered) brand in Brazil, bringing
the total number of countries under  agreement to thirty-one.  We  expect
to have other international  signings to announce this  fiscal year.   We
are pleased that the expansion at Americana Foods is virtually  completed
and we expect to  see improved efficiencies  in production and  inventory
management as a result."

The Board of  Directors of  the Company declared  a $.05  per share  cash
dividend.  This divid
"We are extremely pleased with the growth and scope of our  International
subsidiary," Hickingbotham  said.   "Our  thirtieth  country is  a  major
milestone for the Company."

TCBY Enterprises, Inc.,  through subsidiary  companies, manufactures  and
h the intent of maximizing shareholder value.  This project remains in
process and no assurances can be  given that this initiative will  result
in any material corporate development. 


TCBY Enterprises, Inc., through subsidiary companies, manufactures and
sells soft serve frozen yogurt, hardpack frozen yogurt, novelty products
and custom foodservice vehicles, and markets foodservice equipment.  The
Company is the largest franchisor, licensor and operator of frozen yogurt
stores in the world.

                     
                        TCBY Enterprises, Inc.
                    Selected Financial Highlights
                   (000, Except Per Share Amounts)
                             (Unaudited)
<TABLE>
<CAPTION>
                             Three Months Ended  Nine Months Ended
                                 August 31,          August 31, 
                               1995     1994      1995      1994
<S>                          <C>      <C>       <C>       <C>
Operating Results
Sales & Franchising Revenue  $ 39,239 $ 50,675  $ 99,969  $118,276
Net Income                   $  2,189 $  4,480  $  1,809  $  7,422
Net Income Per Share         $    .09 $    .18  $    .07  $    .29
Average Shares Outstanding     25,585   25,519    25,579    25,501
Dividends Paid Per Share     $    .05 $    .05  $    .15  $    .15

         
                                     August 31,        November 30,
                                        1995              1994
Financial Position 
Current Assets                        $ 48,796          $ 58,968
Current Liabilities                   $ 11,799          $ 12,458
Property, Plant & Equipment, Net      $ 59,665          $ 56,844
Total Assets                          $137,312          $142,280
Long-term Debt, less current portion  $ 13,401          $ 15,910
Stockholders' Equity                  $106,473          $108,274
</TABLE>

                                -30-


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