AVADO BRANDS INC
10-Q/A, 1999-08-30
EATING PLACES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

                                   (Mark One)

     [X]  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 For the quarterly period ended July 4, 1999

                                       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: 0-19542


                               AVADO BRANDS, INC.
             (Exact name of registrant as specified in its charter)


               Georgia                                         59-2778983
- ----------------------------------------                 -----------------------
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)

 Hancock at Washington, Madison, GA                               30650
- ----------------------------------------                 -----------------------
(Address of principal executive offices)                        (Zip Code)


                                  706-342-4552
                            ------------------------
             (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 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.

                                                               X Yes        No

     As of August 26, 1999, there were 25,339,342  shares of common stock of the
Registrant outstanding.


<PAGE>

Part II. Other Information

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

The  Annual  Meeting  of  Shareholders  was held on May 4,  1999,  at which  the
following  proposals were voted upon by  shareholders:  (1) the election of five
members of the Board of Directors,  (2) a proposal to approve the Company's 1995
Stock Incentive Plan, as amended,  and (3) ratification of the selection of KPMG
LLP as the Company's independent auditors.

Each of the five  members of the  Company's  Board of  Directors  was elected to
serve a term of one year and  until his or her  successor  is  elected,  and has
qualified by the following votes:

                                      Affirmative                 Negative
     Tom E. DuPree, Jr.                26,582,339                  325,447
     Erich J. Booth                    26,594,413                  313,373
     Thomas R. Williams                26,592,492                  315,294
     Dr. Ruth G. Shaw                  26,594,492                  313,294
     John L. Moorhead                  26,593,225                  314,561


The  remaining  proposals  voted  on at  the  May  4,  1999  Annual  Meeting  of
Shareholders were approved as follows:

                                     Affirmative       Negative       Abstaining
     1995 Stock Incentive Plan        24,614,227      2,264,932           28,627
     Appointment of KPMG LLP          26,855,201         39,867           12,718




































                                     Page 2
<PAGE>
Signature



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.



                                                         Avado Brands, Inc.
                                                            (Registrant)




Date:   August 26, 1999                      By:/s/ Erich J. Booth
                                                --------------------------------
                                                Erich J. Booth
                                                Chief Financial Officer and
                                                Corporate Treasurer




                                                /s/ Louis J. Profumo
                                                --------------------------------
                                                Louis J. Profumo
                                                Senior Vice President of Finance
                                                and Chief Accounting Officer






















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