SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10 - Q

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended February 4, 2001 __

            [_] 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 1-10711


                          SIZZLER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
            (Exact Name of Registrant as specified in its Charter)

           Delaware                                             95-4307254
- --------------------------------------------------------------------------------
(State or other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)


     6101 West Centinela Avenue, Suite 200, Culver City, California 90230
- --------------------------------------------------------------------------------
         (Address of Principal Executive Offices, including zip code)

                                (310) 568-0135
          -----------------------------------------------------------
             (Registrant's telephone number, including area code)

          ___________________________________________________________
             (Former name, former address and former fiscal year,
                         if changed since last report)

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.

                             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                                 Outstanding at March 20, 2001
- -----------------------------                    -------------------------------
Common Stock $0.01 Par Value                            27,637,186 shares


                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
                          ----------------------------

                  SIZZLER INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


                                                         February 4,  April 30,
                             ASSETS                         2001        2000
- -------------------------------------------------------  -----------  ---------
                                                         (Unaudited)  (Audited)
Current Assets:
  Cash and cash equivalents                              $    18,131  $  38,789
  Receivables, net of reserves of $737 at
   February 4, 2001 and $847 at April 30, 2000                 2,528      4,173
  Inventories                                                  4,235      4,333
  Prepaid expenses and other current assets                    5,134      3,676
- -------------------------------------------------------  -----------  ---------
     Total current assets                                     30,028     50,971
- -------------------------------------------------------  -----------  ---------
Property and equipment, net                                   59,952     46,316
Property held for sale, net                                    7,438      8,931
Long-term notes receivable, net of reserves of $133
  at February 4, 2001 and $73 at April 30, 2000                  740      1,224
Deferred income taxes                                          3,367      3,405
Intangible assets, net of accumulated amortization of
  $1,261 at February 4, 2001 and $889 at April 30, 2000       20,047      1,876
Other assets                                                   4,777      3,157
- -------------------------------------------------------  -----------  ---------
     Total assets                                        $   126,349  $ 115,880
=======================================================  ===========  =========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                        2


                  SIZZLER INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)



                                                                February 4,    April 30,
LIABILITIES AND STOCKHOLDERS' INVESTMENT                           2001          2000
- --------------------------------------------------------------  -----------   -----------
                                                                (Unaudited)    (Audited)
                                                                        
Current Liabilities:
  Current portion of long-term debt                             $     5,968   $     5,206
  Accounts payable                                                    8,182         8,196
  Other current liabilities                                          13,703        10,209
  Income taxes payable                                                  926         2,530
- --------------------------------------------------------------  -----------   -----------
    Total current liabilities                                        28,779        26,141
- --------------------------------------------------------------  -----------   -----------
Long-term Liabilities:
  Long-term debt, net of current portion                             27,784        21,198
  Deferred gain                                                       7,664         8,269
  Pension liability                                                   9,337         9,637
- --------------------------------------------------------------  -----------   -----------
    Total long-term liabilities                                      44,785        39,104
- --------------------------------------------------------------  -----------   -----------
Stockholders' Investment:
  Capital stock -
   Preferred, authorized 1,000,000 shares, $5 par value;
    no shares issued                                                     --            --
  Common, authorized 50,000,000 shares, $0.01 par value;
   issued and outstanding 27,637,186 shares at February 4,
   2001 and 28,067,539 at April 30, 2000                                288           288
  Additional paid-in capital                                        279,491       278,408
  Accumulated deficit                                              (217,970)     (219,769)
  Treasury stock, at cost, 1,129,400 shares at February 4,
   2001 and 706,700 shares at April 30, 2000                         (2,894)       (1,948)
  Accumulated other comprehensive loss                               (6,130)       (6,344)
- --------------------------------------------------------------  -----------   -----------
    Total stockholders' investment                                   52,785        50,635
- --------------------------------------------------------------  -----------   -----------
    Total liabilities and stockholders' investment              $   126,349   $   115,880
==============================================================  ===========   ===========


The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                        3


                 SIZZLER INTERNATIONAL, AND SUBSIDIARIES INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)

                                                  Forty Weeks Ended
                                                  -----------------
                                              February 4,    February 6,
                                                  2001          2000
- --------------------------------------------  -----------    -----------
                                                      (Unaudited)

Revenues
  Restaurants                                 $   179,703    $   177,878
  Franchise operations                              6,515          6,295
- --------------------------------------------  -----------    -----------
  Total revenues                                  186,218        184,173
- --------------------------------------------  -----------    -----------
  Costs and Expenses
  Cost of sales                                    63,729         65,376
  Labor and related expenses                       50,955         48,554
  Other operating expenses                         43,292         38,846
  Depreciation and amortization                     7,045          6,884
  Non-recurring items                                  --         12,087
  General and administrative expenses              16,983         15,465
- --------------------------------------------  -----------    -----------
  Total operating costs                           182,004        187,212
- --------------------------------------------  -----------    -----------
  Interest expense                                  2,797          2,778
  Investment income                                (1,327)          (896)
  Other income                                       (347)          (791)
- --------------------------------------------  -----------    -----------
  Total costs and expenses                        183,127        188,303
- --------------------------------------------  -----------    -----------
Income (loss) before income taxes                   3,091         (4,130)
- --------------------------------------------  -----------    -----------
Provision (benefit) for income taxes                1,292         (3,848)
- --------------------------------------------  -----------    -----------
Net income (loss)                             $     1,799    $      (282)
============================================  ===========    ===========

Basic and diluted earnings (loss) per share   $      0.06    $     (0.01)
============================================  ===========    ===========


The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       4


                  SIZZLER INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED OF OPERATIONS STATEMENTS
                     (In thousands, except per share data)


                                                Sixteen Weeks Ended
                                                -------------------
                                              February 4,    February 6,
                                                 2001           2000
- --------------------------------------------  -----------    -----------
                                                   (Unaudited)
Revenues
 Restaurants                                  $    74,937    $    69,828
 Franchise operations                               1,986          2,077
- --------------------------------------------  -----------    -----------
 Total revenues                                    76,923         71,905
- --------------------------------------------  -----------    -----------
Costs and Expenses
 Cost of sales                                     26,053         25,666
 Labor and related expenses                        21,692         19,177
 Other operating expenses                          18,603         15,574
 Depreciation and amortization                      3,131          2,652
 Non-recurring items                                   --         12,087
 General and administrative expenses                7,754          6,713
- --------------------------------------------  -----------    -----------
  Total operating costs                            77,233         81,869
- --------------------------------------------  -----------    -----------
 Interest expense                                   1,117          1,090
 Investment income                                   (315)          (516)
 Other income                                        (350)          (791)
- --------------------------------------------  -----------    -----------
  Total costs and expenses                         77,685         81,652
- --------------------------------------------  -----------    -----------
Loss before income taxes                             (762)        (9,747)
- --------------------------------------------  -----------    -----------
Provision (benefit) for income taxes                  614         (4,896)
- --------------------------------------------  -----------    -----------
Net loss                                      $    (1,376)   $    (4,851)
============================================  ===========    ===========

Basic and diluted loss per share              $     (0.05)   $     (0.17)
============================================  ===========    ===========

The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                       5


                  SIZZLER INTERNATIONAL, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)



                                                                Forty Weeks Ended
                                                                -----------------
                                                            February 4,    February 6,
                                                                2001          2000
- ----------------------------------------------------------  -----------    -----------
                                                                   (Unaudited)
                                                                     
OPERATING ACTIVITIES
Net income (loss)                                           $     1,799    $      (282)
Adjustments to reconcile net income (loss) to net cash
 provided by operating activities:
   Depreciation and amortization                                  7,045          6,884
   Deferred income taxes                                             38         (5,629)
   Provision for bad debts                                           --            176
   Non-recurring items                                               --         12,087
   Other                                                             --            807
Changes in operating assets and liabilities:
   Receivables                                                    2,882          1,423
   Inventories                                                      265            287
   Prepaid expenses and other current assets                     (1,020)           (36)
   Accounts payable                                              (2,510)          (877)
   Accrued liabilities                                              541          3,453
   Income taxes payable                                          (1,605)           608
- ----------------------------------------------------------  -----------    -----------
 Net cash provided by operating activities                        7,435         18,901
- ----------------------------------------------------------  -----------    -----------
INVESTING ACTIVITIES
   Additions to property and equipment                          (16,324)       (4,826)
   Disposal of property and equipment                             4,211        23,100
   Acquisition of Oscar's, net of cash acquired                 (16,383)
   Other, net                                                      (766)          (23)
- ----------------------------------------------------------  -----------    -----------
 Net cash provided by (used in) investing activities            (29,262)        18,251
- ----------------------------------------------------------  -----------    -----------
FINANCING ACTIVITIES
   Issuance of long-term debt                                     5,000
   Reduction of long-term debt                                   (2,950)        (1,711)
  Payment of allowed claims pursuant to
    the reorganization plan                                          --         (4,047)
   Repurchase of common stock                                      (946)        (1,948)
   Other, net                                                        65             20
- ----------------------------------------------------------  -----------    -----------
 Net cash provided by (used in) financing activities              1,169         (7,686)
- ----------------------------------------------------------  -----------    -----------
 Net increase (decrease) in cash and cash equivalents           (20,658)        29,466
- ----------------------------------------------------------  -----------    -----------
 Cash and cash equivalents at beginning of period                38,789         14,691
- ----------------------------------------------------------  -----------    -----------
Cash and cash equivalents at end of period                  $    18,131    $    44,157
==========================================================  ===========    ===========


The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       6


                 SIZZLER INTERNATIONAL, INC. AND SUBSIDIARIES

                         NOTES TO UNAUDITED CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF FEBRUARY 4, 2001


1.   General:

     The condensed consolidated financial statements include Sizzler
     International, Inc. ("Sizzler(R)" or the "Company") and its wholly owned
     subsidiaries. The financial statements include the Company's worldwide
     operation of the Sizzler(R) family steak house concept, including
     Company-owned outlets, activity related to the development and operation of
     Sizzler(R) franchises, the operation of Kentucky Fried Chicken(R)
     ("KFC(R)") franchises in Queensland, Australia and the operation of Oscar's
     Company-owned outlets in the United States. References to the Company
     throughout these notes to Financial Statements may be made using the first
     person notations of "we" or "us."

     The condensed consolidated financial statements have been prepared without
     audit in accordance with generally accepted accounting principles. Pursuant
     to the rules and regulations of the Securities and Exchange Commission,
     certain information and footnote disclosures normally included in
     consolidated financial statements prepared in accordance with accounting
     principles generally accepted in the USA have been omitted or condensed. In
     our opinion, the condensed interim consolidated financial statements
     include all adjustments necessary for a fair presentation of financial
     position and results of operations for the periods presented. The results
     of operations for the periods presented should not necessarily be
     considered indicative of operations for the full year. Certain
     reclassifications have been made to prior period financial statements in
     order to conform to the current period presentation. It is recommended that
     these condensed consolidated financial statements are read in conjunction
     with the financial statements and the notes thereto included in the
     Company's 2000 annual report filed on Form 10-K.

2.   The 1996 Restructuring:

     In June 1996, the Company and four subsidiaries filed for protection from
     creditors under Chapter 11 of the federal Bankruptcy Code. The trust
     established for the benefit of creditors maintains sufficient cash to pay
     all remaining claims. Accordingly, on July 11, 2000 the Bankruptcy Court
     entered an order directing the creditor trust to release the liens on the
     stock of the Company's U.S. subsidiaries and their operating assets.

                                       7


3.   Earnings Per Share:

     The following table sets forth the computation of basic and diluted EPS:



                                                        Sixteen weeks ended              Forty weeks ended
                                                     ----------------------------   ----------------------------
                                                      February 4,    February 6,     February 4,    February 6,
     In thousands, except EPS                            2001           2000            2001            2000
                                                     ----------------------------   ----------------------------
                                                                                        
     Numerator for basic and diluted EPS-
        Net income (loss)                             $    (1,376)   $    (4,851)   $      1,799    $      (282)
                                                      ==========================    ===========================
     Denominator:
     Denominator for basic EPS - weighted average
     shares of common stock outstanding                    27,637         28,598          27,817         28,723
     Effect of dilutive stock options                           -              -             196              -
     Denominator for diluted EPS - adjusted           --------------------------    ---------------------------
     weighted average shares outstanding                   27,637         28,598          28,013         28,723
                                                      ==========================    ===========================
     Basic and diluted earnings (loss) per share      $     (0.05)   $     (0.17)   $       0.06    $     (0.01)
                                                      ==========================    ===========================


4.   Comprehensive Income:

     In fiscal year 1999, the Company adopted Statement of Financial Accounting
     Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income." Other
     comprehensive income may include foreign currency translation adjustments,
     minimum pension liability adjustments, and unrealized gains and losses on
     investments in equity securities. Comprehensive income, for the quarters
     ended February 4, 2001, and February 6, 2000, are as follows (in
     thousands):



                                                         Sixteen weeks ended             Forty weeks ended
                                                      ---------------------------   -----------------------------
                                                      February 4,     February 6,    February 4,     February 6,
                                                         2001             2000           2001           2000
                                                      ---------------------------   -----------------------------
                                                                                         
     Net income (loss)                                $   (1,376)     $    (4,851)   $     1,799     $        (282)
     Foreign currency translation
     adjustments (no tax effect)                             704              254            214               830
                                                      ---------------------------    -----------------------------
        Total comprehensive income (loss)             $     (672)     $    (4,597)   $     2,013     $         548
                                                      ===========================    =============================


                                       8


5.   Segment Information:

     Substantially all of the Company's revenue results from the sale of menu
     items at restaurants operated by the Company or by franchisees. The
     Company's reportable segments are based on geographic area and product
     type. Sizzler USA consists of all United States and Latin America
     Sizzler(R) restaurants and franchise operations. Oscar's consists of ten
     Oscar's restaurants in Southern California and Arizona. Sizzler
     International consists of all foreign Company and franchise operated
     Sizzler(R) restaurants. KFC consists of KFC(R) franchise restaurants in
     Australia. Corporate and other includes any items not included in the
     reportable segments listed above. Intercompany transactions are eliminated
     when computing revenues, earnings before interest, taxes, and corporate
     overhead, and identifiable assets.

     Earnings before interest and tax includes operating results before
     investment income, interest expense, income taxes, non-recurring charges,
     and allocated corporate overhead. The corporate and other component of
     earnings before interest, taxes, and corporate overhead represents
     corporate selling, and general and administrative expenses prior to being
     allocated to the operating segments.



                                                               Sixteen weeks ended           Forty weeks ended
                                                          ----------------------------   ----------------------------
                                                           February 4,    February 6,     February 4,    February 6,
                                                              2001           2000            2001           2000
                                                          ----------------------------   ----------------------------
                                                                                             
     Revenues (in thousands):
     Sizzler-USA                                               30,147         29,248        78,429            79,131
     Oscar's                                                    9,407              -        13,188                 -
     Sizzler-International                                     11,417         13,561        28,590            33,190
     KFC                                                       25,952         29,096        66,011            71,852
                                                          --------------------------     ---------------------------
     Total Revenues                                            76,923         71,905       186,218           184,173
                                                          ==========================     ===========================

     Earnings (loss) before Interest and Taxes (in thousands):

     Sizzler-USA                                                  940          2,426         4,903             7,713
     Oscar's                                                   (1,006)             -        (1,369)                -
     Sizzler-International                                        596            869         1,212             1,804
     KFC                                                        2,980          3,509         7,561             8,051
     Corporate and other                                       (3,470)       (15,977)       (7,746)          (19,816)
                                                          --------------------------     ---------------------------
     Total earnings (loss) before interest and tax                 40         (9,173)        4,561            (2,248)
                                                          ==========================     ===========================


6.   E. coli Incident:

     On July 26, 2000, the Company was informed of an incident of E. coli at two
     of its franchised Sizzler(R) restaurants in Milwaukee, Wisconsin. Since
     that time the Company has been working closely with Milwaukee health
     officials in the investigation of the origin and cause of the E. coli
     incident. It has been

                                       9


     determined the E. coli bacteria originated in meat supplied by one of the
     Company's suppliers. The two Milwaukee, Wisconsin Sizzler(R) restaurants
     closed shortly after the incident and will not reopen.

     Several years ago, the Company adopted a very stringent set of procedures
     to protect and assure the quality of the food that is served to guests. In
     light of the recent incident, the Company has completed the re-
     certification and retraining of personnel at both Company and franchise
     locations to ensure strict compliance with safety procedures.

     To date, there have been nine lawsuits filed (See Item 1: Legal
     Proceedings), seven of which name one or more subsidiaries of the Company
     as a defendant.

     Both the Company and its franchisees have insurance policies to cover this
     type of event. The Company believes it has adequate insurance coverage to
     address any liability or business interruption costs that the Company is
     likely to experience. The franchisee involved in the E. coli incident has
     ceased operations. At present, the Company does not expect a more
     material or prolonged impact on its financial positions or results of
     operation as a result of the incident.

     Expenses incurred to date that are related to investigating and minimizing
     the impact of the E. coli problem are reflected in the Company's Statement
     of Operations. The Company filed a preliminary insurance claim in
     mid-December and in late February received an advance of $130,000 as
     reimbursement for out-of-pocket expenses.

7.   Oscar's:

     On August 30, 2000, the Company completed the acquisition of 82 percent of
     the outstanding membership interests of FFPE, LLC, a newly organized entity
     that owns the assets used in the operation of restaurants doing business
     under the name "Oscar's." The Oscar's concept represents 10 restaurants in
     Southern California and Arizona. The terms of the acquisition include the
     Company's payment of approximately $16.0 million in cash and issuance of
     warrants to purchase up to 1,250,000 shares of Sizzler(R) common stock at
     $4.00 per share. Also, the Company has agreed to pay an earn-out amount in
     two and one-half years, which may amount to as much as $8.1 million if
     certain targets are achieved.

     The Company has accounted for the acquisition under the purchase method,
     accordingly the statements of operations include the results of Oscar's
     since the date of acquisition. The acquisition resulted in goodwill of
     approximately $17.4 million before adjustment for final working capital and
     debt levels and potential earn-outs, which will be amortized over 20 years.

     Presented below is unaudited selected pro forma financial information,
     which

                                       10


     includes the results of operations of the Company as if the acquisition had
     taken place May 1, 2000 and 1999 (in thousands, except per share amounts):



                                                        Sixteen weeks ended            Forty weeks ended
                                                     ---------------------------  ---------------------------
                                                      February 4,   February 6,    February 4,    February 6,
                                                         2001         2000            2001           2000
                                                     ---------------------------  ---------------------------
                                                                                      
     Revenues                                           76,923        78,188         196,062       203,346
     Net Income (loss)                                  (1,376)          676           1,650         4,619
     Basic and diluted net income (loss) per share       (0.05)         0.02            0.06          0.16
     Shares used in per share calculation               27,637        28,598          28,013        28,723


8.   Financing:

     On December 20, 2000 the Company entered into a $10.0 million, seven-year
     term loan with Heller Financial Leasing ("Heller"). The loan bears interest
     at 9.65 percent and is repaid based on a 15-year amortization with a
     balloon payment due on January 1, 2008. On December 20, 2000, the Company
     drew down $5.0 million of the principal and, under certain conditions, may
     draw up to an additional $5.0 million between May 1, 2001 and November 15,
     2001. Approximately $250,000 in transaction costs was deducted from the
     loan proceeds and will be amortized over the seven-year term of the note.
     The loan is collateralized by real and personal property interests in the
     USA.

                                       11


                 SIZZLER INTERNATIONAL, INC. AND SUBSIDIARIES

           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THE QUARTER
- -------------------------------------
SIXTEEN WEEKS ENDED FEBRUARY 4, 2001 VERSUS SIXTEEN WEEKS ENDED
- ---------------------------------------------------------------
FEBRUARY 6, 2000
- ----------------

CONSOLIDATED OPERATIONS
- -----------------------

Company-operated restaurant sales and franchised restaurant revenues (including
franchise fees, royalties and rental income) represent the Company's primary
sources of revenue. Consolidated revenues for the quarter ended February 4,
2001, were $76,923,000 compared to $71,905,000 for the quarter ended February 6,
2000, an increase of $5,018,000 or 7.0 percent. The increase is attributed to
the acquisition of Oscar's and same store sales increases from Sizzler USA and
KFC. These increases were partially offset by a 16.4 percent decrease in the
Australian dollar exchange rate and a decrease in same store sales from Sizzler
Australia. The Australian goods and services tax ("GST") implemented in
Australia on July 1, 2000 and the E. coli incident continued to impact the
Company's operations.

The following table shows the change in Company-operated same store sales versus
the prior year.



                                                FY 2000                         FY 2001
                                  ---------------------------------  ---------------------------
                                   QTR 1    QTR 2    QTR 3   QTR 4    QTR 1     QTR 2     QTR 3
                                  ---------------------------------  ---------------------------
                                                                     
     SIZZLER
     -------
        USA                        2.9%     (0.2%)    2.9%    5.7%     1.9%      0.7%      0.1%

        AUSTRALIA
        (based on A$)              4.3%      2.0%    (0.6%)   0.8%     0.6%     (4.1%)    (0.5%)

     KFC
     ---
        (based on A$)              2.8%      6.4%     6.5%    3.7%     6.1%      4.0%      2.6%

     OSCAR'S
     -------
        USA                          -         -        -       -        -       4.9%      5.5%


     Consolidated operating expenses for the quarter ended February 4, 2001,
     were $77,233,000 compared to $81,869,000 for the quarter ended February 6,
     2000, a

                                       12


     decrease of $4,636,000 or 6.0 percent. The decrease is primarily due to
     $12,087,000 in non-recurring items in the prior year. Without the non-
     recurring items, operating expenses increased $7,451,000 or 10.7 percent.
     This increase is primarily due to the addition of Oscar's, increased labor
     costs and increased rent expense. Rent expense increased approximately
     $871,000 due to the sale and leaseback of certain properties in Australia,
     offset by a $416,000 reduction in depreciation expense and income of
     $246,000 from amortization of the deferred gain associated with the
     transaction. Operating expense increases were partially offset by lower
     food costs associated with lower commodity prices, improvements in food
     cost controls and a 16.4 percent decrease in the Australian dollar exchange
     rate.

     Interest expense was $1,117,000 in the current quarter compared to
     $1,090,000 in the same period of the prior year, an increase of $27,000 or
     2.5 percent. The increase is primarily due to higher debt with Westpac, the
     addition of Oscar's and to new debt with Heller (See Note 8 -Financing to
     Consolidated Financial Statements). These increases are partially offset by
     lower exchange rates that reduced reported interest expense on the Westpac
     debt. Investment income was $315,000 in the current quarter compared to
     $516,000 in the same period of the prior year, a decrease of $201,000 or
     39.0 percent. Investment income has decreased as a result of lower cash
     balances following the acquisition of Oscar's and the USA remodels.

     Other income was $350,000 in the current quarter compared to $791,000 in
     the same period of the prior year, a decrease of $441,000 or 55.8 percent.
     Both periods reflect the sale of one property which may or may not occur
     from time to time.

     The provision for income taxes has been computed based on management's
     estimate of the annual effective income tax rate applied to income before
     taxes and was $614,000 in the current quarter compared to a benefit of
     $4,896,000 in the same period of the prior year. This increase is due to a
     $5,890,000 income tax benefit recorded in the prior year. Without this
     benefit, the prior year income tax provision would have been $994,000, a
     decrease of $380,000 or 38.2 percent. The decrease is primarily due to a
     decrease in the Australian income tax rate to 34 percent from 36 percent
     effective July 1, 2000, and to lower exchange rates.

     SIZZLER USA OPERATIONS
     ----------------------

     Total revenues for the quarter ended February 4, 2001 were $30,147,000
     compared to $29,248,000 for the quarter ended February 6, 2000, an increase
     of 3.1 percent. Restaurant sales for the current quarter were $28,630,000
     compared to $27,596,000 in the same period of the prior year. The sales
     increase is primarily due to an increase in Company-owned stores to 68
     compared to 65 last year. During the quarter, the Company acquired four
     locations from a franchisee in Sacramento, California and opened one new
     Sizzler(R) in Cathedral City, California on an excess property site. The
     Company may, from time to time, acquire locations from its franchisees as
     part of its overall growth strategy. At present the Company has no
     immediate plans to open additional new locations. There was also a slight
     increase in same store sales driven by higher check averages, however the
     Company continued to be impacted by negative publicity associated with the
     E. coli incident in July 2000 (See Note 6 - E. coli Incident, to
     Consolidated Financial Statements)

                                       13


     Franchise revenue was $1,517,000 in the current quarter compared to
     $1,652,000 in the same period of the prior year, a decrease of $135,000 or
     8.2 percent. Franchise revenues were produced by 189 franchised Sizzler(R)
     locations, including 13 in Latin America, in the current quarter compared
     to 201 franchised Sizzler(R) locations, including 13 in Latin America, in
     the same period of the prior year. The reduction in franchise locations
     resulted from four that were acquired by the Company and ten others that
     either lost their lease or closed for operational reasons. There have been
     two franchise restaurants openings since last year.

     Prime costs were $18,875,000 in the current quarter compared to $18,429,000
     in the same period of the prior year. Prime costs, which include food,
     paper and labor, decreased to 65.9 percent of sales for the current quarter
     compared to 66.8 percent in the same period of the prior year. This
     decrease is due to lower food cost associated with lower poultry and pork
     prices that may or may not continue, tighter food cost controls and lower
     levels of sales discounting following the completion of re-introducing
     re-imaged locations. These decreases were partially offset by higher labor
     costs due to additional managers put in place to improve guest service and
     workers compensation insurance.

     Other operating expenses amounted to $7,482,000 for the current quarter
     compared to $6,766,000 for the same period of the prior year. The increase
     is primarily due to three additional locations, marketing activities
     designed to increase customer traffic following E. coli and to higher
     utility costs.

     Management is continuing its plan to reposition the Sizzler(R) concept back
     to a mid-scale family steakhouse by upgrading the quality of the food,
     improving cooking methods, upgrading equipment and educating all restaurant
     employees with updated training programs. The quality of the Sizzler(R)
     customer experience has also been improved by remodeling existing
     restaurants with a new design and supporting these initiatives with
     appropriate marketing programs. As of the end of the quarter, the Company
     had completed the remaining remodels of 56 locations representing all of
     those originally scheduled. Those that were not remodeled include the four
     locations recently acquired from a franchisee and others that are under
     short leases that we do not plan to remodel. Same store sales for remodeled
     locations have remained flat in comparison with the same period of the
     prior year. This in management's opinion is due to the E. coli incident and
     adverse weather conditions. As of the end of the quarter, 34 of the
     Sizzler(R) franchise locations had been remodeled. We anticipate the
     remaining franchise locations will be completed within two years.

     OSCAR'S OPERATIONS
     ------------------

     Total revenues for the quarter ended February 4, 2001 were $9,407,000
     compared to zero in the prior year and were produced by ten locations,
     including one new location opened in Lake Forest, California, during the
     quarter.

     Prime costs, which include food and labor, were $6,063,000 representing
     64.5 percent

                                       14


     of sales, which is slightly higher than historical levels. This is due to
     lower food cost associated with new produce and grocery contracts offset by
     higher labor costs connected with the recent opening of two locations and a
     third opening scheduled for late April, 2001. Other operating expenses were
     $2,476,000.

     Management is continuing its plan to open three to five locations per year
     in Southern California. We expect continued losses to be generated from
     Oscar's due to expansion efforts this year and anticipate the acquisition
     will become accretive to earnings during fiscal year 2002.

     SIZZLER INTERNATIONAL OPERATIONS
     --------------------------------

     Total revenues for the quarter ended February 4, 2001 were $11,417,000
     compared to $13,561,000 for the quarter ended February 6, 2000, a decrease
     of $2,144,000 or 15.8 percent. The decrease is primarily due to a 16.4
     percent decrease in the Australian dollar exchange rate for the period,
     partially offset by the addition of 8 Asian franchise locations.

     Restaurant sales for the current quarter were $10,948,000 compared to
     $13,136,000 in the same period of the prior year and were produced by 31
     restaurants operating during the current quarter and the same period of the
     prior year. The decrease is due to a reduction in the Australian dollar
     exchange rate and to a lesser extent, the impact of GST implemented July 1,
     2000. In addition, same store sales were down 0.5 percent for the quarter
     primarily due to the GST which added a 10.0 percent tax on restaurant
     meals. Through the implementation of brand advertising that began during
     the quarter, we expect the impact of GST to lessen.

     Franchise revenue was $469,000 in the current quarter compared to $425,000
     in the same period of the prior year, an increase of $44,000 or 10.4
     percent due to the addition of 8 locations including two during the
     quarter. Franchise revenues were produced by three joint ventures and 56
     franchised Sizzlers in the current quarter compared to three joint ventures
     and 48 franchised Sizzlers in the same period of the prior year.
     International franchise restaurants are located in Japan, Taiwan, Thailand,
     South Korea, Singapore and Indonesia.

     Prime costs were $7,258,000 in the current quarter compared to $8,727,000
     in the same period of the prior year. Prime costs, which include food,
     paper and labor, decreased to 66.3 percent of sales compared to 66.4
     percent in the same period of the prior year due to food cost savings
     associated with lower commodity prices partially offset with higher labor
     costs from training that may or may not continue.

     Other operating expenses amounted to $2,644,000 for the current quarter
     compared to $2,942,000 for the same period of the prior year primarily due
     to the decrease in foreign currency exchange rates partially offset by
     higher rent from the sale and leaseback, and marketing costs associated
     with brand advertising.

     Management is continuing its plan to reposition the Sizzler concept in
     Australia by

                                       15


     implementing the upgraded food quality and cooking methods adopted in the
     Company's domestic operations. Additionally, more emphasis will be placed
     on providing customers with better service. There are currently two units
     being tested with the US remodel format. Based on preliminary results
     certain modifications to the layout are being made. Once these changes are
     made, the results will be evaluated and if positive, the Company plans to
     implement the remodel program in Australia beginning in fiscal year 2002.

     KFC(R) OPERATIONS
     -----------------

     Revenues for the quarter ended February 4, 2001 were $25,952,000 compared
     to $29,096,000 for the quarter ended February 6, 2000, a decrease of 10.8
     percent. The decrease is primarily due to a 16.4 percent decrease in the
     Australian dollar exchange rate during the period partially offset by a 2.6
     percent increase in same store sales and sales from three additional
     locations. Sales for the current quarter reflect 104 restaurants operating
     during the current quarter compared to 101 restaurants in the same period
     of the prior year.

     Prime costs were $15,549,000 in the current quarter compared to $17,513,000
     in the same period of the prior year. Prime costs, which include food,
     paper and labor, decreased to 59.9 percent of sales compared to 60.2
     percent in the same period of the prior year. The decrease is primarily due
     to lower commodity prices partially offset with higher labor costs
     associated with training that may or may not continue.

     Other operating expenses amounted to $6,284,000 for the current quarter
     compared to $6,890,000 for the same period of the prior year primarily due
     to a 16.4 percent decrease in the Australian dollar exchange rate,
     partially offset by higher repair expense that may or may not continue and
     higher rent from the sale and leaseback.

     The Company reached an agreement with Tricon Global Restaurants, Inc. to
     test co-branding KFC(R) locations with Pizza Hut(R). However, testing is
     currently on hold pending the evaluation of co-branding Taco Bell(R) with
     the Company's KFC's(R). The Company also expects to open 2 to 4 additional
     KFC(R) locations, during fiscal year 2002.

     RESULTS OF OPERATIONS FOR THE YEAR-TO-DATE
     ------------------------------------------
     FORTY WEEKS ENDED FEBRUARY 4, 2001 VERSUS FORTY WEEKS ENDED
     -----------------------------------------------------------
     FEBRUARY 6, 2000
     ----------------

     CONSOLIDATED OPERATIONS
     -----------------------

     Company-operated restaurant sales and franchised restaurant revenues
     (including franchise fees, royalties and rental income) represent the
     Company's primary sources

                                       16


     of revenue. Consolidated revenues for the forty weeks ended February 4,
     2001 were $186,218,000 compared to $184,173,000 for the forty weeks ended
     February 6, 2000, an increase of $2,045,000 or 1.1 percent. The increase is
     primarily attributed to the acquisitions of Oscar's, same store sales
     increases from Sizzler USA and KFC and higher guest check averages from all
     domestic and international operations. The overall increase however, was
     partially offset by a 13.7 percent decrease in the Australian dollar
     exchange rate during the period, the Australian GST implemented July 1,
     2000 and the E. coli incident in the USA.

     Consolidated operating expenses for the quarter were $182,004,000 compared
     to $187,212,000 in the prior year, a decrease of $5,208,000 or 2.8 percent.
     The decrease is primarily due to $12,087,000 in non-recurring items in the
     prior year. Without the non-recurring items, operating expenses increased
     $6,879,000 or 3.9 percent. The increase is primarily due to the addition of
     Oscar's, increased labor costs and increased rent expense. Rent expense
     increased approximately $2,265,000 due to the sale and leaseback of certain
     properties in Australia and was partially offset by a $1,082,000 reduction
     in depreciation expense and recognition of $632,000 of the deferred gain
     related to the sale and leaseback. Operating expense increases were
     partially offset by lower food costs associated with lower commodity
     prices, improvements in food cost controls and a 13.7 percent decrease in
     the Australian dollar exchange rate for the comparative periods.

     Interest expense was $2,797,000 for forty weeks ended February 4, 2001
     compared to $2,778,000 in the same period of the prior year, an increase of
     $19,000 or 0.7 percent. The increase in interest expense is primarily due
     to higher balances on the Company's debt with Westpac, the acquisition of
     Oscar's and the term loan with Heller Financial Leasing (See Note 8 -
     Financing, to Consolidated Financial Statements). The increase in
     consolidated interest expense is also attributable to the Company's
     executive supplemental retirement plan covering ten former and one active
     employee. These increases are partially offset by lower exchange rates that
     reduce reported interest expense on the Westpac debt. Investment income was
     $1,327,000 compared to $896,000 in the same period of the prior year, an
     increase of $431,000 or 48.1 percent. Investment income increased primarily
     due to higher cash balances associated with the sale and leaseback
     transaction.

     Other income was $347,000 in the current year compared to $791,000 in the
     same period of the prior year, a decrease of $444,000 or 56.1 percent. Both
     periods reflect the sale of one property which may or may not occur from
     time to time.

     The provision for income taxes has been computed based on management's
     estimate of the annual effective income tax rate applied to income before
     taxes. The provision amounted to $1,292,000 in the forty weeks of fiscal
     year 2001 compared to a benefit of $3,848,000 in the same period of the
     prior year. This increase is due to a $5,890,000 income tax benefit
     recorded in the prior year. Without the benefit, the prior year income tax
     provision would have been $2,042,000. The $750,000 decrease in the current
     year is primarily due to a decrease in the Australian income tax rate to 34
     percent from 36 percent effective July 1, 2000 and to lower exchange rates.

                                       17


     SIZZLER USA OPERATIONS
     ----------------------

     Revenues for the forty weeks ended February 4, 2001 were $78,429,000
     compared to $79,131,000 for the forty weeks ended February 6, 2000, a
     decrease of $702,000 or 0.9 percent. Restaurant sales were $73,242,000
     compared to $73,900,000 in the same period of the prior year. The decrease
     is primarily due to the E. coli incident (See Note 6 - E. coli Incident, to
     Consolidated Financial Statements). In addition, during the year the
     Company completed the remodels of 56 locations representing all of those
     originally scheduled for remodel. In the remodel phase, sales declined due
     to guest reaction to the inconvenience from construction (the restaurants
     remained open during the construction period) and menu changes such as the
     paring back of hot food items on the food bar. It has been the Company's
     experience that during the month following the initial transition, new
     customers who prefer grilled entries and a fresher salad bar patronize the
     restaurants. The total number of Sizzler(R) stores increased from 65 stores
     in the same period of the prior year, to 68 stores by February 4, 2001 with
     the addition of four Sizzler(R) stores in Sacramento, California and one
     in Cathedral City.

     Franchise revenue was $5,187,000 for the forty weeks of this year compared
     to $5,231,000 in the same period of the prior year, a decrease of $44,000
     or 0.8 percent. Franchise revenues were produced by 189 franchised
     Sizzler(R) locations, including 13 in Latin America, in the current period
     compared to 201 franchised Sizzler(R) locations, including 13 in Latin
     America, in the same period of the prior year. Franchise revenue was also
     impacted by the E. coli incident.

     Prime costs were $48,089,000 for the forty weeks ended February 7, 2001
     compared to $48,186,000 in the same period of the prior year. Prime costs,
     which include food, paper and labor, increased to 65.7 percent of sales
     compared to 65.2 percent in the same period of the prior year due to higher
     labor costs associated with training following the E. coli incident and
     workers compensation insurance expense partially offset by lower food costs
     that may or may not continue.

     Other operating expenses amounted to $18,245,000 for the current year
     compared to $17,258,000 for the same period of the prior year. The increase
     is due to cost of promotional materials related to the E. coli incident,
     direct mail expenses incurred to introduce guests to remodeled Sizzler(R)
     restaurant locations and higher utility costs that may or may not continue.
     In addition, depreciation expense increased due to the remodels.

     Management is continuing its plan to reposition the Sizzler(R) concept back
     to a mid-scale family steakhouse by upgrading the quality of the food,
     improving cooking methods, upgrading equipment and educating all restaurant
     employees with updated training programs. The quality of the Sizzler(R)
     customer experience is also being improved by remodeling existing Company
     operated restaurants with a new design that is currently being rolled-out,
     and supporting these initiatives with appropriate marketing programs. As of
     the end of the quarter 34 of the Sizzler(R) franchise locations had

                                       18


     been remodeled. We anticipate the remaining franchise locations will be
     completed within two years.

     OSCAR'S OPERATIONS
     ------------------

     The Oscar's acquisition resulted in 23 weeks of operation in the 40 week
     period ended February 4, 2001. Total revenues for the twenty-three weeks of
     operation were $13,188,000 compared to zero in the same period of the prior
     year. Sales were generated by ten locations.

     Prime costs, which include food and labor, were $8,509,000 representing
     64.5 percent of sales, which is slightly higher than historical levels.
     This is due to lower food cost associated with new produce and grocery
     contracts offset by higher labor costs associated with the recent opening
     of two locations and a third scheduled for late April 2001.

     Operating expenses amounted to $3,373,000 in the current period compared to
     zero in the same period of the prior year.

     Management expects continued losses to be generated from Oscar's this year
     due to expansion efforts and anticipates the acquisition will become
     accretive to earnings sometime during fiscal year 2002. The Company plans
     to open three to five additional Oscar's locations during fiscal year 2002.

     SIZZLER INTERNATIONAL OPERATIONS
     --------------------------------

     Total revenues for the forty weeks ended February 4, 2001 were $28,590,000
     compared to $33,190,000 for the forty weeks ended February 6, 2000, a
     decrease of $4,600,000 or 13.9 percent. The decrease is primarily due to a
     13.7 percent decrease in the Australian dollar exchange rate, the
     Australian GST and higher franchise revenues from additional locations.

     Restaurant sales for the forty weeks ended February 4, 2001 were
     $27,262,000 compared to $32,126,000 in the same period of the prior year
     and were produced by 31 restaurants operating during the current year and
     the same period of the prior year.

     Franchise revenue was $1,328,000 in the current year compared to $1,064,000
     in the same period of the prior year, an increase of $264,000 or 24.8
     percent. Franchise revenues were produced by three joint ventures and 56
     franchised Sizzlers in the current year compared to three joint venture and
     48 franchised Sizzlers in the same period of the prior year. International
     franchise restaurants are located in Japan, Taiwan, Thailand, South Korea,
     Singapore and Indonesia.

     Prime costs were $18,391,000 for the forty weeks ended February 4, 2001
     compared to $21,674,000 in the same period of the prior year. Prime costs,
     which include food, paper and labor, remained unchanged at 67.5 percent of
     sales in the current period and the same period of the prior year. This is
     the result of lower food cost offset with higher labor costs associated
     with training that may or may not continue.

                                       19


     Other operating expenses amounted to $6,640,000 for the current fiscal
     period compared to $7,180,000 for the same period of the prior year,
     primarily due to lower in foreign currency exchange rates.

     Management is continuing its plan to reposition the Sizzler(R) concept in
     Australia by implementing the upgraded food quality and cooking methods
     adopted in the Company's domestic operations. Additionally, more emphasis
     will be placed on providing customers with better service by increasing the
     number of restaurant personnel. There are currently two units being tested
     with the US remodel format. Based on preliminary results certain
     modifications to the layout are being made. Once these changes are made,
     the results will be evaluated and if positive, the Company plans to
     implement the remodel program in Australia beginning in fiscal year 2002.

     KFC(R) OPERATIONS
     -----------------

     Revenues for the forty weeks ended February 4, 2001 were $66,011,000
     compared to $71,852,000 for the forty weeks ended February 6, 2000, a
     decrease of $5,841,000 or 8.1 percent. The decrease is primarily due to a
     13.7 percent decrease in the Australian dollar exchange rate and the
     Australian GST. This decrease is partially offset by same-store sales
     increases due to successful marketing promotions that resulted in higher
     customer traffic and an increase in the average guest check. Sales for the
     current year reflect 104 restaurants operating during the current year
     compared to 101 restaurants in the same period of the prior year.

     Prime costs were $39,695,000 in the current year compared to $43,533,000 in
     the same period of the prior year. Prime costs, which include food, paper
     and labor, decreased to 60.1 percent of sales compared to 60.6 percent in
     the same period of the prior year due to promotions of higher margin
     products, lower commodity prices that may or may not continue, partially
     offset by increases in labor costs.

     Other operating expenses amounted to $15,877,000 for the current year
     compared to $17,172,000 for the same period of the prior year primarily due
     to a decrease in the Australian dollar exchange rate.

     The Company reached an agreement with Tricon Global Restaurants, Inc. to
     test co-branding KFC(R) locations with Pizza Hut(R). However, testing is
     currently on hold pending the evaluation of co-branding Taco Bell(R) with
     the Company's KFC's(R). The Company also expects to open 2 to 4 additional
     KFC(R) locations during fiscal year 2002.

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------

     Working Capital
     ---------------

     The Company's principal source of liquidity is cash flows from operations,
     which was

                                       20


     $7,435,000 for the first forty weeks of fiscal year 2001 compared to
     $18,901,000 for the same period of the prior year. This decrease is the
     result of fluctuations in the Company's operating account balances, lease
     payments associated with the sale and leaseback, lower exchange rates and
     lower operating income in the United States.

     The Company's working capital at February 4, 2001 was $1,249,000 including
     cash and cash equivalents of $18,131,000. At April 30, 2000 the Company had
     a working capital surplus of $24,830,000. This decrease is primarily due to
     cash payments for the acquisition of Oscar's and funds used to remodel the
     Sizzler USA restaurants. The current ratio was 1.0 at February 4, 2001 and
     1.9 at April 30, 2000.

     Total Assets / Capital Expenditures
     -----------------------------------

     At February 4, 2001, total assets were $126,349,000, an increase of
     $10,469,000 or 9.0 percent from April 30, 2000 primarily due to the
     acquisition of Oscar's (See Note 7 - Oscar's, to Consolidated Financial
     Statements). Property and equipment, excluding property held for sale,
     represented approximately 47.4 percent of total assets at February 4, 2001
     and 40.0 percent at April 30, 2000.

     Capital expenditures were $16,324,000 for the forty weeks ended February 4,
     2001 and $4,826,000 for the same period last year. Current year capital
     expenditures include remodels and one new restaurant in the United States,
     three new KFC(R) restaurants in Australia, the construction of new Oscar's
     and maintenance of existing restaurants. The Company anticipates additional
     investment in its international operations through its Company-operated
     restaurants, joint ventures and the development of the franchise system.
     The Company's domestic operations will primarily be increased through
     additional investment in Oscar's.

     Debt
     ----

     The Company's debt includes a credit facility with Westpac Banking
     Corporation in Australia ("Westpac"). The credit facility is collateralized
     by the Australian division's assets and intellectual property. The loan
     provides for a three-year term at an interest rate equal to the Australian
     interbank borrowing rate, plus a 2.25 percent margin. The agreement is
     subject to certain financial covenants and restrictions which management
     believes are customary for a loan of this type. As of February 4, 2001, the
     Company's unpaid principal balance on the Westpac facility was
     approximately AUD $41,665,000, or US $23,016,000. On December 20, 2000 the
     Company entered into a $10.0 million, seven year term loan with Heller that
     is amortized based on 15 years, with an interest rate of 9.65 percent.
     Under the terms of the agreement, the Company has borrowed $5,000,000 to
     date and has the right to borrow the remaining balance under certain
     conditions, on or before November 1, 2001. The loan is collateralized by
     the Company's real estate and personal property in the U.S. (See Note 8 -
     Financing, to Consolidated Financial Statements).

                                       21


     Based on current operations and anticipated sales growth, management
     believes that cash flow from operations will be sufficient to meet all of
     its debt service requirements and working capital needs. The sale and
     leaseback of the 13 remaining properties in Australia will also be utilized
     to fund the Company's capital expenditure requirements.

     Share Repurchase
     ----------------

     There was no share repurchase activity during the quarter ended February 4,
     2001. The total number of shares repurchased to date is 1,129,400 out of
     1.5 million authorized. The Company may purchase additional shares in the
     fourth quarter subject to SEC and NYSE rules.

     QUANTITATIVE AND QUALITATIVE MARKET RISK DISCLOSURES
     ----------------------------------------------------

     The Company's primary financial instrument subject to market risk is a bank
     loan with an outstanding principal balance of $23,016,000 at February 4,
     2001. The loan is payable in Australian dollars and is collateralized by
     the principal operating assets of the Company's international division. The
     line-of-credit bears variable interest at a rate equal to the Australian
     interbank borrowing rate, plus a margin of 2.25 percent. The primary
     exposures relating to this financial instrument result from both changes in
     the interest rates and fluctuation in foreign exchange rates. As of the end
     of this quarter the Australian interbank borrowing rate was approximately
     6.0 percent.

     To limit the Company's exposure to interest rate increases, the Company
     entered into an interest rate cap contract which prevents the Company's
     interest rate from exceeding 7.60 percent, in which case the subsidiary
     would receive the difference between the contract rate and the actual
     interest rate. The interest rate cap is in place and covers approximately
     33 percent of the loan principal outstanding and expires August 31, 2003.

     In addition, the Company has entered into an interest rate swap contract to
     convert part of its variable interest exposure to a fixed rate of 7.60
     percent. The interest rate swap contract in place as of the end of the
     fiscal year covered approximately 33 percent of the loan principal
     outstanding and expires August 31, 2003.

     The Company's foreign exchange exposure related to its bank debt is hedged
     since payments are made from operating cash flows generated from the
     operations of the Company's Australian subsidiaries.

     FORWARD-LOOKING STATEMENTS
     --------------------------

     With the exception of any historical information contained in this report,
     the matters described herein contain forward-looking statements that are
     made pursuant to the "safe harbor" provisions of the Private Securities
     Litigation Act of 1995. These

                                       22


     statements may include but are not limited to, statements regarding: (1)
     the expected continuation of the Company's growth in revenues and earnings;
     (2) the anticipated continuation of the remodeling of U.S. franchised
     Sizzler(R) locations; (3) the Company's plans to continue the re-
     positioning of its Australian Sizzler(R) restaurants through remodeling,
     menu changes and better service; (4) the addition of new KFC(R) and co-
     branded units in fiscal 2001 and 2002; (5) the financial impact of the E.
     coli incident and the adequacy of the Company's insurance; (6) the
     continuing growth of Oscar's; (7) any increase in the Company's borrowing;
     (8) the adequacy of cash flow from operations to meet debt service, capital
     expenditure and working capital needs.

     Sizzler(R) cautions that these statements are qualified by important
     factors that could cause actual results to differ materially from those
     reflected in the forward looking statements contained herein. Such factors
     include, but are not limited to: (1) the overall economic conditions in the
     U.S. and whether they will have any impact on restaurant operations in
     general and affecting the Company in particular; (2) whether the Company's
     franchisees will determine to complete the remodeling of all franchise
     locations in the U.S. on schedule; (3) the Company's ability to complete
     the remodeling of its existing Australian Sizzler(R) and KFC(R) locations;
     (4) whether the repositioning of the U.S. and international Sizzler(R)
     concepts will attract new customers and prove effective in retaining
     existing customers; (5) the Company's ability to open additional KFC(R)
     locations and commence its co-branding test at certain locations; (6) when
     the Company can recover the sales and profits lost due to the E. coli
     incident; (7) the valuation of net assets acquired from Oscar's; (8) the
     Company's ability to open new Oscar's locations on schedule and achieve
     sales growth at the new and existing Oscar's locations; (9) the Company's
     future cash requirements; (10) the Company's ability to control cash flow
     margins; (11) other risks as detailed from time to time in Sizzler(R)'s SEC
     reports, including Quarterly Reports on Form 10Q, Current Reports on Form
     8-K, and Annual Reports on Form 10-K.

                                       23


                 SIZZLER INTERNATIONAL, INC. AND SUBSIDIARIES

                          PART II - OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

a.   Subsidiaries of the Company were named as defendants in seven of nine
     lawsuits filed by individuals who were affected by the E. coli incident at
     two franchised locations in the Milwaukee, Wisconsin area on July 26, 2000.
     Out of nine lawsuits, two were filed as class actions. Defendant Excel
     Corporation removed the cases in which it is a defendant to the United
     State District Court for the Eastern District of Wisconsin. Plaintiffs have
     filed motions to remand these cases back to the state court and these
     motions are pending decision by the United States District Court. All
     discovery has been stayed in all state cases. The state court has set a
     trial date of May 6, 2002.

b.   Secura Insurance v. Sizzler USA Franchise, Inc. and Sizzler Restaurants
     International Inc., Case No. 00CV003314 (Circuit Court, Milwaukee,
     Wisconsin). Lawsuit seeking declaratory relief whether our franchisee's
     insurance company or the Company has unilateral right to select counsel in
     the E. coli litigation in Milwaukee. Motions to resolve the selection of
     counsel issue are pending.


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

a.   Reports on Form 8-K

     The Company filed a report on Form 8-K dated November 22, 2000 reporting
     the following press releases.

          On November 10, 2000, the Company issued a press release announcing
          the date of its quarterly analyst call.

          On November 16, 2000, the Company issued a press release announcing
          earnings for the second quarter.

     The Company filed a report on Form 8-K dated December 7, 2000 reporting
     that on November 30, 2000, Sizzler International, Inc. issued press
     releases announcing the opening of a new Company store in Cathedral City,
     California. The new Cathedral City store, that holds a capacity of 250
     people and integrates Sizzler's new menu, is a continuation of Sizzler's
     repositioning program.

                                       24


     The Company filed a report on Form 8-K dated January 11, 2001 reporting
     that on January 5, 2001 Sizzler International, Inc. issued a press release
     to announce that the Company has entered into a new seven year, $10 million
     term loan with Heller Financial, Inc. The facility is arranged to fund the
     completion of the Sizzler USA remodel program and the expansion of Oscar's.

     The Company filed a report on Form 8-K dated January 22, 2001 reporting
     that on January 10, 2001 Sizzler International, Inc. issued a press release
     to announce that the Board of Directors renewed the Company's shareholder
     rights' plan similar to its initial rights' plan, which expired on January
     22, 2001 after a term of 10 years.

                                       25


                                  SIGNATURES

Pursuant to the requirement 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.

                                    SIZZLER INTERNATIONAL, INC.
                                    Registrant



Date: March 21, 2001                /s/ Charles L. Boppell
                                    ----------------------------------
                                    Charles L. Boppell
                                    Chief Executive Officer


Date: March 21, 2001                /s/ Mary E. Arnold
                                    ----------------------------------
                                    Mary E. Arnold
                                    Vice President and Controller
                                    (Principal Accounting Officer)

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