DAVCO RESTAURANTS INC
10-Q, 1998-02-10
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          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 
December 27, 1997

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


      Commission File Number 000-22006

              DavCo Restaurants, Inc.
(Exact name of registrant as specified in its charter)

Delaware                                           52-1633813
(State or other jurisdiction of incorporation     (I.R.S. Employer 
 or organization)                                  Identification Number)

1657 Crofton Boulevard, Crofton Maryland           21114   
(Address of principal executive offices)          (Zip code)

Registrant's telephone number, including area code (410) 721-3770


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 than 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
registrant's classes of common stock, as of February 8, 1998.

Class: Common Stock, $.001 par value         Number of Shares: 6,428,821


DAVCO RESTAURANTS, INC.
  INDEX

                                                              
PART I.  FINANCIAL INFORMATION                              
  
Item 1.  Financial Statements           

     Consolidated Statements of Operations 
       for the 13 weeks ended December 27, 1997
       and December 28, 1996                                                  
     
     Consolidated Balance Sheets as of 
       December 27, 1997 and September 27, 1997            

     Consolidated Statements of Cash Flows for the 
       13 weeks ended December 27, 1997 and
       and December 28, 1996                                          
     
     Notes to Unaudited Consolidated Financial
       Statements                                                        
  
Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations             

PART II.  OTHER INFORMATION

  Items 1 through 5 have been omitted since the items 
    are either inapplicable or the answer is negative

  Item 6.  Exhibits and Reports on Form 8-K                 

  Signatures                                                           

PART I.               DAVCO RESTAURANTS, INC.

Item 1.        CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Unaudited)
                   (in 000's except per share data)

<TABLE>
<CAPTION>
                                                     For the 13
                                                     weeks ended
                                            December  27,      December  28,
                                                1997               1996
                                            -------------      --------------

<S>                                         <C>                <C>
Restaurant Sales                            $      61,381      $      52,029 
                                            --------------     --------------

Costs and Expenses:
 Cost of restaurant sales                          38,069             32,075 
 Restaurant operating expenses                     12,561             10,543 
 Franchise royalties                                2,462              2,082 
 General and administrative                         2,274              1,865 
 Depreciation and amortization                      2,422              2,174 
                                            ---------------    --------------
                                                   57,788             48,739 
                                            ---------------    --------------

Operating Income                                    3,593              3,290 

Interest expense                                   (1,176)            (1,228)
Interest income                                         5                  9 
Other income, net                                      91                253 
                                            ---------------    ---------------

Income before Provision for Income Taxes            2,513              2,324 

Provision for Income Taxes                         (1,113)              (961)
                                            ---------------    ---------------

Net Income                                  $       1,400      $       1,363 
                                            ---------------    ---------------

Earnings per Common Share - Basic           $         .22      $         .21
                                            ---------------    ---------------

Earnings per Common Share - Diluted         $         .20      $        .20
                                            ---------------    ---------------

Weighted Average Shares Outstanding -
  Assuming Full Dilution                            7,115              6,947 
                                            ----------------   ---------------

</TABLE>

See notes to the unaudited consolidated financial statements.  
  
          
DAVCO RESTAURANTS, INC.
CONSOLIDATED BALANCE SHEETS 
(in 000's except per share data)

<TABLE>
<CAPTION>                                            
                                            December 27,       September 27,
                                                1997               1997
                                            -------------      --------------
                                             (Unaudited)

<S>                                         <C>                <C>
Current Assets:
 Cash and cash equivalents                  $       1,309      $         640 
 Receivables                                          936                580 
 Inventories                                        1,966              1,879 
 Prepaid expenses                                   3,527              2,121 
 Deferred tax asset                                 1,514              1,514 
                                            --------------     ---------------

Total Current Assets                                9,252              6,734 
                                            ---------------    ----------------

Property and equipment, net                        59,433             58,074 
                                            ----------------   -----------------

Leased properties, net                             33,551             34,355 
                                            ----------------    -----------------

Other Assets:
 Franchise rights, net                              4,911              5,015 
 Development rights, net                              479                492 
 Goodwill, net                                     21,311             21,514 
 Other                                                238                250 
                                            -----------------   -----------------

Total Other Assets                                 26,939             27,271 
                                            ------------------  ------------------

Total Assets                                $     129,175       $    126,434 
                                            ------------------  ------------------

Current Liabilities:
 Accounts payable                           $       6,523       $      6,808 
 Accrued advertising and royalty fees               2,195              2,426 
 Accrued salaries and wages                         1,599              3,420 
 Accrued expenses                                   9,897             10,200 
 Short-term borrowings                              6,548              2,099 
 Current portion of long-term debt                  3,640              3,674 
 Current portion of capital lease 
   obligations                                      2,936              3,034 
 Income taxes payable                               1,090                  - 
                                            ----------------   ------------------

Total Current Liabilities                          34,428             31,661 


Long-term debt, less current portion               16,755             17,487 
Capital lease obligations, less 
  current portion                                  24,680             25,374 
Deferred taxes payable                                278                278 
                                            ----------------    -------------------

Total Liabilities                                  76,141             74,800 
                                            ----------------    -------------------


Commitments and Contingencies 
Stockholders' Equity:
 Common stock, $.001 par value;  
   11,400,000 shares
   authorized and 6,587,628 issued                      7                  7 
 Treasury stock, at cost, 158,807 shares           (1,320)            (1,320)
 Additional paid-in capital                        31,101             31,101 
 Warrants outstanding                               3,000              3,000 
 Retained earnings                                 20,246             18,846 
                                            ----------------    ------------------

 Total Stockholders' Equity                        53,034             51,634 
                                            -----------------   ------------------

Total  Liabilities and Stockholders' 
  Equity                                    $     129,175       $    126,434
                                            ----------------    ------------------

</TABLE>

See notes to the unaudited consolidated financial statements.


DAVCO RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in 000's)

<TABLE>
<CAPTION>
                                                     For the 13 weeks ended
                                                     -----------------------
                                                December 27,           December 28,
                                                   1997                   1996
                                                ------------           -------------

<S>                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                      $     1,400            $      1,363 
Adjustments to reconcile net income to net      
 cash flows provided by operating activities-
 Depreciation and amortization                        2,422                   2,174 
 Net change in assets and liabilities                (3,391)                   (795)
                                                -----------------      -------------
 Net Cash Flows Provided By Operating 
  Activities                                            431                   2,742 
                                                -----------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 (Increase) Decrease in other assets                    (26)                     49 
 Property and equipment acquired and 
  constructed                                        (2,627)                 (3,330)
                                                -----------------      --------------
 
 Net Cash Flows Used In Investing Activities         (2,653)                 (3,281)
                                                ------------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayments of capital lease obligations               (792)                   (818)
 Repayments of long-term debt, net                     (766)                   (576)
 Purchase of treasury stock                               -                    (236)
 Short-term borrowings, net                           4,449                   1,486 
                                                -----------------      --------------

  Net Cash Flows Provided by (Used In) 
   Financing Activities                               2,891                    (144)
                                                -----------------      --------------

NET DECREASE IN CASH AND CASH EQUIVALENTS               669                    (683)
                                                -----------------      --------------

CASH AND CASH EQUIVALENTS, 
  beginning of period                                   640                   1,948 
                                                -----------------      --------------


CASH AND CASH EQUIVALENTS, end of period        $     1,309            $      1,265 
                                                ----------------       ----------------

Supplemental Cash Flow Information:
  Cash paid for interest                        $     1,241            $      1,284 
                                                ----------------       ----------------

  Cash paid for income taxes, net of refunds    $       263            $         108 
                                                ----------------       -----------------

</TABLE>

See notes to the unaudited consolidated financial statements.
  

DAVCO RESTAURANTS,INC.
     
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER 27, 1997


1.  DESCRIPTION OF BUSINESS AND BASIS OF
    PRESENTATION

As of December 27, 1997, DavCo Restaurants, Inc., a
Delaware corporation (the "Company"), operated 264
restaurants of which 230 are "Wendy's Old Fashioned
Hamburgers" restaurants, making it the world's largest
franchisee of Wendy's International, Inc. ("Wendy's"), and 34
Friendly's restaurants.  The Company also manages under
contract 14 other Friendly's restaurants.  The Company
maintains exclusive Wendy's franchise territories in
metropolitan Baltimore and Washington, D.C., the eastern
shore of Maryland and portions of northern Virginia (the
"Mid-Atlantic"), where it operates 139 Wendy's restaurants. 
The Company also maintains exclusive rights to develop and
operate Friendly's restaurants in Maryland, northern Virginia,
Delaware and Washington, D.C. where it operates 34
Friendly's restaurants.  The Company also operates 53
Wendy's restaurants in metropolitan St. Louis and central
Illinois (the "Midwest") and 38 Wendy's restaurants in the
metropolitan Nashville, Tennessee area (the"Southern
Market").  The Company does not maintain exclusive
franchise territories in the Midwest or Southern Market. 

In management's opinion, the accompanying interim
consolidated financial statements of the Company include all
adjustments, consisting only of normal, recurring adjustments
necessary for a fair presentation of the Company's financial
position at December 27, 1997 and the results of its
operations and its cash flows for the periods ended December
27, 1997 and December 28, 1996.  These statements are
presented in accordance with the rules and regulations of the
Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in the Company's
annual consolidated financial statements have been omitted
from these statements, as permitted under the applicable rules
and regulations.  Readers of these statements should refer to
the consolidated financial statements and notes thereto as of
September 27, 1997 and for the year then ended.  The results
of operations presented in the accompanying financial
statements are not necessarily representative of operations for
an entire year. 

Certain reclassifications have been made to the prior year's
balances in order to conform to current year presentation.

The Company maintains its accounts on a 52/53 week fiscal
year.  Both the fiscal 1998 and 1997 periods contained 13
weeks. 

2.  EARNINGS PER COMMON SHARE

In February 1997, the Financial Accounting Standards Board
Issued Statement No. 128 (SFAS 128). "Earnings Per Share"
which establishes new standards for computing and presenting
earnings per share.  SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997,
including interim periods.  This statement requires
presentation of basic and diluted earnings per share.  The
Company's adoption of this pronouncement does not impact
earnings per share for the 13 weeks ended December 28,
1996, as previously reported.  The Company's earnings per
share according to SFAS 128 are follows (in 000's except per
share data):

<TABLE>
<CAPTION>
                                           13 weeks ended December 27, 1997
                                           --------------------------------
<S>                                        <C>          <C>           <C>         
                                                                      Per Share
                                             Income       Shares       amount
                                           ----------   ----------    ----------

Basic EPS (Income available to common
 stockholders)                             $    1,400        6,429    $     0.22

Dilutive effect of options                          -          245

Dilutive effect of warrants                         -          441
                                           ----------   -----------   -----------

Diluted EPS (Income available to 
 common stockholders plus assumed 
 conversions)                              $    1,400        7,115    $     0.20
                                           -----------  -----------   -----------

</TABLE>

<TABLE>
<CAPTION>
                                           13 weeks ended December 28, 1996
                                           -----------------------------------

<S>                                        <C>          <C>           <C>
                                                                      Per Share
                                             Income       Shares       amount
                                           ----------   ----------    ----------

Basic EPS (Income available to common
 stockholders)                             $    1,363        6,451    $     0.21

Dilutive effect of options                          -           55
                                                    
Dilutive effect of warrants                         -          441
                                           -----------  -----------   ------------

Diluted EPS (Income available to common 
 stockholders plus assumed conversions)    $    1,363        6,947    $     0.20
                                           -----------  -----------   ------------

</TABLE>


Options to purchase 220,274 shares of common stock
between $12.00 and $16.13 were outstanding during the 13
weeks ended December 28, 1996 were not included in the
computation of  diluted EPS because the options' exercise
price was greater than the average market price of the
common shares during the quarter.  During the quarter ended
December 27, 1997, no exercise prices were greater than the
average market price.

3.  COMMITMENTS AND CONTINGENCIES

Litigation
The Company is party to a number of legal proceedings which
are considered by management to be customary and incidental
to its business.  In the opinion of management, after consulting
with legal counsel, the ultimate disposition of these lawsuits
will not have a material adverse effect on the Company's
financial position or results of operations.

Letters of Credit
As of December 27, 1997, the Company was contingently
liable for outstanding letters of credit relating to liability
insurance, workers' compensation collateral and Wendy's
current royalty requirements, aggregating approximately
$4,970,000.

4.  GOODWILL

The company's excess of cost over the fair value of net assets
acquired (or goodwill) is amortized on a straight-line basis
over 30 years.  The carrying amount of goodwill is reviewed
if facts and circumstances suggest that it may be impaired.  If
this review indicates that goodwill will not be recoverable, as
determined based on the estimated undiscounted cash flows of
the entity acquired over the remaining amortization period, the
carrying amount of the goodwill is reduced by the estimated
shortfall of cash flows.

5.  TREASURY STOCK

On May 2, 1996, the Company announced that its Board of
Directors had authorized management to repurchase up to
1,000,000 shares of its common stock on the open market and
in privately negotiated transactions during the following
twenty four months.  As of December 27, 1997, the Company
purchased 158,807 shares of its common stock for
$1,319,505.  The Company is accounting for the treasury
stock at cost.   

6.  GOING PRIVATE TRANSACTION

DavCo Restaurants, Inc. has executed a definitive merger
agreement with DavCo Acquisition Holding, Inc. for a merger
transaction in which DavCo Acquisition Holding, Inc. would
acquire all of the Company's issued and outstanding shares
(other than shares held by DavCo Acquisition Holding, Inc.)
for $20 cash per share.  The terms of the merger agreement
require approval by a majority of the Company's stockholders,
including approval by a majority of the stockholders
unaffiliated with the investor group.  In addition, the merger
is subject to certain conditions, including a limitation on the
number of dissenting shareholders, regulatory approvals and
receipt of necessary financing.  The investor group has
obtained a commitment from Global Alliance Finance
Company, L.L.C., a wholly-owned subsidiary of Deutsche
Bank North America, to provide up to $150 million of debt
financing to complete the merger. 

PART I.
Item 2.

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

Components of Revenues and Expenses

The Company's revenues consist entirely of restaurant sales.
Any additional amounts of income are minor and are included
in other income, net. 

Restaurant operating profit is computed by subtracting cost of
restaurant sales and restaurant operating expenses from
restaurant sales. Cost of restaurant sales consists of the
Company's expenditures for food, supplies (primarily paper
goods) and direct labor.

Restaurant operating expenses include all other direct costs,
including occupancy costs, advertising expenses, expenditures
for repairs and maintenance, area and regional management
expenses, and workers compensation, casualty and general
liability insurance costs.  In addition to franchise royalty
payments, the Company is also required to contribute 4.0% of
its Wendy's restaurant sales to an advertising fund, which
consists of an amount (2.5% of sales) for the Wendy's
National Advertising Program, Inc. and the remainder for
Wendy's local advertising.  The Company is required to
contribute 3% of its Friendly's restaurant sales to an
advertising fund managed by Friendly's Restaurants Franchise,
Inc.  The fund will be used to enhance recognition of the
trademark products and patronage of Friendly's Restaurants
and Friendly's proprietary branded products. 

Franchise royalties, as required by the Company's franchise
agreements with Wendy's International Inc. and Friendly's
Restaurant Franchise, Inc. have remained constant at 4.0% of
restaurant sales throughout the periods presented.  General
and administrative expenses consist of corporate expenses,
including executive and administrative compensation, office
expenses and professional fees.

Results of Operations

The following table expresses certain items in the Company's 
Consolidated Statements of Operations as a percentage of 
restaurant sales for the interim periods indicated.  
Note: Friendly's operations began on July 14, 1997, 
therefore the related fiscal year 1997 information 
consisted solely of Wendy's operations.

<TABLE>
<CAPTION>
                                           For the 13 weeks ended
                                           -----------------------    
                                                              Consolidated 
                                                              -------------
                                     Dec. 27, 1997          Dec. 27,     Dec. 28,
<S>                              <C>         <C>            <C>          <C>
                                 Wendy's     Friendly's       1997         1996
                                 --------    ----------     ----------   ----------
Restaurant sales                   100.0%        100.0%         100.0%       100.0%
Cost of restaurant sales            61.1          69.2           62.0         61.6 
Restaurant operating expenses       20.0          24.2           20.5         20.3 
                                 ---------   ----------     ----------   ----------

Restaurant operating profit         18.9           6.6           17.5         18.1 

Franchise royalties                  4.0           4.0            4.0          4.0 
General and administrative           4.0           1.1            3.7          3.6 
Depreciation and amortization        4.2           1.8            3.9          4.2 
                                 ---------   ----------     ----------   ----------

Operating income                     6.7%         (0.3%)          5.9%         6.3%
                                 ---------   -----------    -----------  -----------

</TABLE>

Thirteen Weeks Ended December 27, 1997 Compared to
Thirteen Weeks Ended December 28, 1996

Wendy's
- --------

Revenues.  Company restaurant sales increased to $54.3
million for the 13 weeks ended December 27, 1997 from
$52.0 million for the 13 weeks ended December 28, 1996, an
increase of 4.4%.  The increase in sales is attributed to new
stores opened since December 28, 1996 and an increase in
same store sales overall.  Same store sales overall increased
2.6% from the same period in fiscal year 1997.  Same store
sales for the Mid-Atlantic market increased by 4.2%, for the
Mid-West market increased by 0.7%, and for the Southern
market decreased by 2.1%.  The overall improvement in sales
is attributable to improved operations, an expanded menu and
continued guest satisfaction.    


The weighted average number of Wendy's restaurants open
was 228.0 for the fiscal 1998 period and 227.6 for the fiscal
1997 period.  Average sales per Company Wendy's restaurant
increased to $238,300 for the 13 weeks ended December 27,
1997 from $228,600 for the 13 weeks ended December 28,
1996, a 4.2% increase.  The weighted average number of 
Mid-Atlantic restaurants open was 137.0 for the fiscal 1998 period
and 133.9 for the fiscal 1997 period, and average sales per
restaurant increased to $273,700 from $259,900, a 5.3%
increase.  The weighted average number of Midwest
restaurants open for the fiscal 1998 period was 53.0 and 55.7
for the fiscal 1997 period, and average sales per restaurant
increased 2.5%, to $151,900 from $148,200. The weighted
average number of restaurants operating in the South was 38
for the fiscal 1998 period and  the fiscal 1997 period, and
average sales per restaurant decreased to $231,100 from
$236,100, a 2.1% decrease. 

Average guest count per Company Wendy's restaurant
increased to 71,600 for the 13 weeks ended December 27,
1997 from 71,400 for the 13 weeks ended December 28,
1996. An average guest check increased to $3.33 from $3.20
for the related periods.  This increase is primarily due to the
change in product mix, such as the "Fresh Stuffed PITA"
sandwiches and strategically selected menu items price
increases.  

Costs and Expenses.  Cost of Wendy's restaurant sales
increased to $33.2 million or 61.1% of sales for the 13 weeks
ended December 27, 1997 from $32.1 million or 61.6% of
sales for the 13 weeks ended December 28, 1996.  Cost of
restaurant sales as a percent of sales in the Mid-Atlantic
restaurants decreased to 59.3% in the fiscal 1998 period from
59.8% in the fiscal 1997 period. Comparing the components
of cost of restaurant sales for the Mid-Atlantic restaurants, the
cost of food and supplies remained constant at 33.2% of sales
in the fiscal 1998 period and fiscal 1997 period.  Payroll and
benefits expense decreased to 26.1% of sales in the fiscal 1998
period from 26.6% of sales in the fiscal 1997 period.  Cost of
restaurant sales as a percent of sales in the Midwest
restaurants decreased to 67.2% in the fiscal 1998 period from
67.8% in the fiscal 1997 period.  Comparing the components
of cost of restaurant sales for the Midwest restaurants, the
cost of food and supplies decreased to 34.7% of sales in the
fiscal 1998 period from 35.6% of sales in the fiscal 1997
period.  As a percent of sales, payroll and benefits expense
increased to 32.5% of sales in the fiscal 1998 period from
32.3% of sales in the fiscal 1997 period.  For the restaurants
operating in the South, cost of restaurant sales was 62.9% of
sales for the 13 weeks ended December 27, 1997, and 63.0%
of sales for the 13 weeks ended December 28, 1996. 
Comparing the components of cost of restaurant sales for the
South restaurants, the cost of food and supplies decreased as
a percentage of sales to 33.3% in the fiscal 1998 period from
33.9% in the fiscal 1997 period.  As a percent of sales, payroll
and benefits expense increased to 29.6% of sales in the fiscal
1998 period from 29.1% of sales in the fiscal 1997 period. The
Wendy's consolidated decrease in food and supplies cost is
related to a change in the product mix such as the new "Fresh
Stuffed PITA" sandwiches which produced slightly better
margins, removal of salad bars and selected menu items price 
increases.  The consolidated decrease in labor cost as a 
percentage of sales is related to Wendy's operating more efficiently 
and the leveraging effect of increased sales.  These factors more than
offset the negative impact of the increase in the Federal
Minimum wage.

Restaurant operating expenses increased to $10.9 million for
the 13 weeks ended December 27, 1997 from $10.5 million
for the 13 weeks ended December 28, 1996.  Restaurant
operating expenses as a percent of sales were 20.0% and
20.3% for the fiscal 1998 and fiscal 1997 periods,
respectively.  Restaurant operating expenses in the 
Mid-Atlantic restaurants decreased to 19.6% in the fiscal 1998
period from 19.9% in the fiscal 1997 period.  Restaurant
operating expenses in the Midwest restaurants decreased to
23.6% of sales in the fiscal 1998 period from 23.7% of sales
in the fiscal 1997 period. As a percent of sales, restaurant
operating expenses for the restaurants operating in the 

South decreased to 18.2% for the 13 weeks ended December
27, 1997 from 18.5% for the 13 weeks ended December 28,
1996.  The overall slight decrease in Wendy's restaurant
operating expenses as a percentage of sales can be attributed
to the leveraging effect of increased sales.

Friendly's
- ----------

The operations of Friendly's restaurants began on July 14,
1997, therefore there is no comparable information for the
fiscal 1997 period.  The revenue from the Friendly's
operations was $7.0 million for the 13 weeks ended December
27, 1997.  Cost of Friendly's restaurant sales was 69.2% of
sales, which is comprised of 34.3% for food and supplies and
34.9% for payroll and benefits.  Friendly's restaurant
operating expenses constituted 24.2% of sales.  Due to
seasonal fluctuations management believes that these results
are not necessarily indicative of an entire year's results.

The following discussion is based on the consolidated Company:
- --------------------------------------------------------------

General and administrative expenses increased as a percentage
of sales to 3.7% for the 13 weeks ended December 27, 1997
from 3.6% of sales for the 13 weeks ended December 28,
1996.  The slight increase in general and administrative
expenses can be related to the additional expenses incurred
with increased sales such as bonus accruals.

Depreciation and amortization expense decreased as a
percentage of sales from 4.2% for the fiscal 1997 period to
3.9% for the 1998 fiscal period.  The decrease as a percentage
of sales directly related to the leveraging effect of higher sales. 
Depreciation and amortization increased to $2.4 million from
$2.2 million in the related periods.  The additional
depreciation and amortization related to new assets  acquired
since December 28, 1996, which included assets acquired
from the Friendly's acquisition. 

Non-Operating Charges.  Interest expense decreased slightly
to $1,176,000 for the 13 weeks ended December 27, 1997
from $1,228,000 for the 13 weeks ended December 28, 1996. 
Interest income decreased to $5,000 in the fiscal 1998 period
from $9,000 in the fiscal 1997 period. The provision for
income taxes increased to $1,113,000 for the 13 weeks ended
December 27, 1997 from $961,000 for the 13 weeks ended
December 28, 1996. The Company's effective tax rate for the
fiscal year 1998 is expected to be the same as fiscal year 1997. 

Liquidity and Capital Resources
The Company has historically financed its business activities
primarily from cash generated from operations and from long-term debt, 
"build-to-suit" leases, ground leases and sale/leasebacks.  
The Company has reviewed its policy of leasing all of its 
new restaurants and has determined that it
may be in the Company's best interest to own certain
properties.  Accordingly, during the 13 weeks ended
December 27, 1997, the Company purchased the land and/or
buildings for certain of its new restaurants.  The Company
plans to continue this policy during the remainder of fiscal
year 1998.

Cash flow provided by operating activities was $431,000
for the 13 weeks ended December 27, 1997.  Net cash used in
investing activities was $2.7 million for fiscal 1998 period,
which primarily consisted of capital expenditures and related
land acquisitions for  new Company restaurants opened during
the period, and for additional restaurants under construction. 
Financing activities during the 13 weeks ended December 27,
1997 provided net cash of $2.9 million, which reflected short-term 
borrowings offset by capital lease and debt repayments. 
The net change in cash and cash equivalents during the 13
weeks ended December 27, 1997 was an increase of
$669,000.

The Company anticipates that its future capital requirements
will be primarily for the development of  new restaurants, 
upgrading of existing restaurants and possible acquisitions. 
On July 15, 1997 the Company signed an agreement
combining the revolving line of credit for $13 million and the
$5 million credit facility to form an $18 million revolving
credit facility.  Also, on July 15, 1997, the Company's wholly
owned subsidiary FriendCo Restaurants, Inc. signed a $10
million term loan facility which was used to fund the purchase
price and start up costs for the Friendly's transaction. 
Management anticipates that cash provided by operating
activities, cash on hand, the revolving line of credit facility of
$18 million, and the term loans will enable the Company to
meet its cash requirements through the remainder of fiscal
1998.  The Company may take advantage of opportunities to
finance some it its new restaurant development with more
permanent debt or sale/leaseback financing, if such financing
is available at attractive rates and terms.  

PART II.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K  

(a) Exhibits:

  Exhibit No.         Description

  27.1                Article 5 of Regulation S-X Financial
                       Data
                      Schedule for first quarter Form 10-Q (for
                       SEC use only)

(b) Reports on Form 8-K:

The company filed a report on Form 8-K on January 8,
1998 disclosing the agreement between the Company and
Wendy's International regarding the proposed going private
transaction.
            


               SIGNATURES

Pursuant to the requirements of the Securities and Exchange
Act or 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.

               DAVCO RESTAURANTS, INC.




February 10, 1998      /S/ RONALD D.KIRSTIEN
                      ---------------------
                         Ronald D. Kirstien
                         President and Director



February 10, 1998      /S/ CHARLES C. MCGUIRE, III
                      ---------------------------
                         Charles C. McGuire, III
                         Vice President of Finance






























<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF DECEMBER 27, 1997, AND THE STATEMENT OF OPERATONS FOR THE
13 WEEKS ENDED DECEMBER 27, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-26-1998
<PERIOD-START>                             SEP-28-1997
<PERIOD-END>                               DEC-27-1997
<CASH>                                            1309
<SECURITIES>                                         0
<RECEIVABLES>                                      936
<ALLOWANCES>                                         0
<INVENTORY>                                       1966
<CURRENT-ASSETS>                                  9252
<PP&E>                                          118666
<DEPRECIATION>                                   25682
<TOTAL-ASSETS>                                  129175
<CURRENT-LIABILITIES>                            34428
<BONDS>                                          41435
                                0
                                          0
<COMMON>                                             7
<OTHER-SE>                                       53027
<TOTAL-LIABILITY-AND-EQUITY>                    129175
<SALES>                                          61381
<TOTAL-REVENUES>                                 61381
<CGS>                                            38069
<TOTAL-COSTS>                                    50630
<OTHER-EXPENSES>                                  7158
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                1176
<INCOME-PRETAX>                                   2513
<INCOME-TAX>                                      1113
<INCOME-CONTINUING>                               1400
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1400
<EPS-PRIMARY>                                       0.22<F1>
<EPS-DILUTED>                                     0.20<F1>
<FN>
<F1>EARNINGS PER SHARE DATA IS IN ACTUAL DOLLARS.  MULTIPLIER NOT APPLICABLE.
</FN>
        

</TABLE>


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