RALLYS HAMBURGERS INC
10-Q/A, 1998-05-14
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              --------------------

                                    FORM 10-Q/A
                                (AMENDMENT NO. 1)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange 
                                  Act of 1934

                  For the quarterly period ended March 22, 1998

[ ] 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 0-17980

                              --------------------

                            RALLY'S HAMBURGERS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                    62-1210077
      (State or other jurisdiction of                 (IRS Employer ID Number)
       incorporation or organization)

            600 Cleveland Street, Eighth Floor, Clearwater, FL 33755
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 813/441-3500

         Indicate by check mark whether 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 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 [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.

                 CLASS - Common stock, Par value $.10 per share

                OUTSTANDING AT APRIL 15, 1998 - 24,871,123 shares

<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.


                                        Rally's Hamburgers, Inc.
                                        ------------------------------------
                                              (Registrant)



Date: May 13, 1998                       By:  /s/Joseph N. Stein
                                             -------------------------------
                                             Joseph N. Stein
                                             Chief Financial Officer
                                             (Principle Accounting Officer)



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