FORM 10-Q
                             UNITED STATES
                   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       September 30, 1996
                                   -------------------------------------
[ ] Transition report pursuant to section 13 or 15(d) of the securities
    exchange act of 1934

    For the transition period from                   to
                                   -----------------    ----------------
Commission file number:   0-9037
                       -------------------------------------------------

                       Piccadilly Cafeterias, Inc.
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          (Exact name of registrant as specified in its charter)

         Louisiana                                    72-0604977
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(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

3232 Sherwood Forest Blvd., Baton Rouge, Louisiana         70816
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(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code   (504) 293-9440
                                                  ----------------------

                               Not applicable
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        (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 [  ]

The number  of shares outstanding of Common Stock, without par value, as
of November 1, 1996, was 10,503,368.



                 PART I -- Financial Information

Item 1. Financial Statements (Unaudited)

           CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
                      Piccadilly Cafeterias, Inc.

                                              (Amounts in thousands)
- -------------------------------------------------------------------------------
Balances at                                       September 30    June 30
                                                      1996          1996
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ASSETS                                                       
CURRENT ASSETS                                               
  Accounts and notes receivable                        $    592      $    619
  Inventories                                            10,093        10,087
  Deferred income taxes                                   2,434         2,434
  Other current assets                                      307           579
- -------------------------------------------------------------------------------
           TOTAL CURRENT ASSETS                          13,426        13,719
PROPERTY, PLANT AND EQUIPMENT                           242,988       245,424
   Less allowances for depreciation and unit closings   116,052       116,412
- -------------------------------------------------------------------------------
           NET PROPERTY, PLANT AND EQUIPMENT            126,936       129,012
OTHER ASSETS                                              7,462         5,549
TOTAL  ASSETS                                          $147,824      $148,280
===============================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY                                
CURRENT LIABILITIES                                                 
  Accounts payable                                     $  8,990      $  8,387
  Accrued interest                                        3,285         3,588
  Accrued expenses                                       19,719        22,494
  Current portion of long-term debt                       7,500         6,000
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           TOTAL CURRENT LIABILITIES                     39,494        40,469
                                                                    
LONG-TERM DEBT, less current portion                     26,540        25,700
                                                                    
DEFERRED INCOME TAXES                                     3,968         3,768
                                                                    
RESERVE FOR UNIT CLOSINGS                                 4,402         5,050
                                                                    
SHAREHOLDERS' EQUITY                                                
 Preferred Stock, no par value; authorized 50,000,000 
   shares;issued and outstanding: none                      ---           --- 
 Common Stock, no par value, stated value $1.82 per 
   share; authorized 100,000,000 shares; issued  and
   outstanding 10,503,368 shares at September 30,1996 
   and at June 30, 1996                                  19,096        19,096
 Additional paid-in capital                              18,555        18,555
 Retained earnings                                       35,769        35,642
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          TOTAL SHAREHOLDERS' EQUITY                     73,420        73,293
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $147,824      $148,280
==============================================================================

See Note to Condensed Consolidated Financial Statements (Unaudited)


          CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                   Piccadilly Cafeterias, Inc.

                               (Amounts in thousands - except per share data)
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Three Months Ended September 30                          1996          1995
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Net sales                                              $ 75,500      $ 75,140
Cost and expenses:                                                  
   Cost of sales                                         44,415        42,820
   Other operating expense                               25,387        24,947
   General and administrative expense                     2,801         4,234
   Interest expense                                         722         1,028
   Other expense (income)                                   (62)          178
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                                                         73,263        73,207
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   INCOME BEFORE INCOME TAXES                             2,237         1,933
Provision for income taxes                                  850           735
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   NET INCOME                                           $ 1,387      $  1,198
==============================================================================
Weighted average number of shares outstanding            10,503        10,333
==============================================================================
   Net income per share                                 $   .13      $    .12
==============================================================================
   Cash dividends per share                             $   .12      $    .12
==============================================================================
See  Note  to Condensed Consolidated Financial  Statements (Unaudited)


        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                   Piccadilly Cafeterias, Inc.

                                                       (Amounts in thousands)
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Three Months Ended September 30                            1996        1995
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OPERATING ACTIVITIES                                         
       Net income                                        $  1,387    $  1,198
       Adjustments to reconcile net income to net cash
          provided by operating activities:                       
              Depreciation                                  3,059       3,257
              Costs associated with reserved units           (651)       (273)
              Provision for deferred income taxes             200         292
              Loss on sale of assets                           42         330
              Pension expense -- net of contribtutions     (1,960)        330
              Change in operating assets and liabilities   (2,051)      1,354
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              NET CASH PROVIDED BY OPERATING ACTIVITIES        26       6,488

INVESTING ACTIVITIES                                                
      Purchase of property, plant and equipment            (1,113)     (2,812)
      Proceeds from sale of property, plant and       
        equipment                                               7          81
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            CASH USED IN INVESTING ACTIVITIES              (1,106)     (2,731)
 
FINANCING ACTIVITIES                                                
      Payments on short-term debt due to banks -- net         ---      (2,657)
      Proceeds from long-term debt -- net                   2,340         ---
      Proceeds from sales of Common Stock                     ---         138
      Dividends paid                                       (1,260)     (1,238)
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     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES    1,080      (3,757)
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      Increase (decrease) in cash and cash equivalents        ---         ---
      Cash and cash equivalents at beginning of period        ---         ---
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      Cash and cash equivalents at end of period         $    ---    $    ---
==============================================================================
See Note to Condensed Consolidated Financial Statements (Unaudited)


           NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
                      Piccadilly Cafeterias, Inc.
                       September 30, 1996

The   accompanying  unaudited  condensed  consolidated  financial
statements have been prepared in accordance with the instructions
to Form  10-Q  and  do  not  include  all  of the information and
footnotes  required  by generally accepted accounting  principles
for complete financial statements.  In the opinion of management,
all  adjustments  (consisting   of   normal  recurring  accruals)
considered necessary for a fair presentation have been included.

Comparative results of operations by periods  may  be affected by
the  timing  of the opening of new units.  Quarterly results  are
additionally  affected   by  seasonal  fluctuations  in  customer
volume.  Customer volume at established units is generally higher
in the second quarter ended  December  31  and lower in the third
quarter  ending March 31 reflecting the general  seasonal  retail
activity.     A    fluctuation   in   customer   volume   has   a
disproportionate effect on operating profit.

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

1997 First Quarter Compared to 1996 First Quarter
- -------------------------------------------------

Same-store cafeteria   traffic increased 2.7% over the prior year
as total customer traffic  increased  1.8%.  Sales for cafeterias
open in the first quarter of both years  increased  2.9%.   Sales
for  Ralph & Kacoo's seafood restaurants decreased 13.8% as same-
store  sales were impacted by normal declines in new-unit volumes
at the Birmingham,  Alabama  restaurant,  which  opened in April,
1995.   One  cafeteria  in  Greensboro,  North Carolina  and  one
restaurant  in  Houston, Texas were closed in  July,  1996.   The
closing of these  units had no material impact on the earnings of
the current year as the estimated losses were provided for by the
Company in the fourth quarter of fiscal 1996.

Cost of sales as a  percentage  of  sales increased 1.8% over the
prior   year.    Food   cost  increased  1.0%,   primarily   from
inflationary pressures, and labor cost increased 0.8%, reflecting
increased  staffing  aimed  at  enhanced  customer  service.   On
October 1, 1996, the Company  implemented  a  price  increase  to
offset these higher costs and the new minimum wage.

Other  operating  expense as a percentage of sales increased 0.4%
over the prior year reflecting increases in repairs and maintance
costs and pension and health insurance costs.  Prior year general
and  administrative   expense   includes   severance  charges  of
$1,300,000 relating to the elimination of approximately 100 jobs.
Interest expense decreased $306,000 reflecting  both  lower  debt
levels  and  lower cost of debt.  Other expense (income) improved
$240,000 over  the  prior year as a result of a $288,000 decrease
in losses from asset dispositions.

Net cash provided by  operating  activities decreased $6,462,000.
The Company contributed $2,500,000 to its pension plan during the
quarter.  No contributions were made  in  the  first  quarter  of
fiscal  1996.   Costs  associated  with  reserve  units increased
$378,000 as the Company paid lease termination costs of $500,000.
Net changes in other operating assets and liabilities from period
to  period  resulted  in  a  decrease  to cash flow of $3,405,000
reflecting timing of payments in the normal course of business.

As  of September 30, 1996, $15,960,000 was  available  under  two
line  of  credit  arrangements.   These facilities, together with
cash flow from operations, are adequate  to  provide  for  future
requirements.

                           
                           PART II -- Other Information

Item 1.  Legal proceedings
None.

Item 2.  Changes in securities
None.

Item 3.  Defaults upon senior securities
None.

Item 4.  Submission of matters to vote of security holders
None.

Item 5.  Other information
None.

Item 6.Exhibits and Reports on Form 8-K
(a)  Exhibits

     3.1   Articles of Incorporation of the Registrant <F1>, as amended on 
           September 14, 1987 <F2>, as amended on September 27, 1988 <F3>,
           as amended on September 28, 1989 <F4>.

     3.2   By-laws of the Company, as amended through July 22, 1996.

     27    Financial Data Schedule

(b)  Reports on Form 8-K -- None.

[FN]
<F1>  Incorporated by reference from the Registrant's Registration Statement
      on Form S-1 (Registration No. 2-63249) filed with the Commission on 
      December 19, 1978.
<F2>  Incorporated by reference from the Registrant's Annual Report on Form
      10-K for the fiscal year ended June 30, 1987.
<F3>  Incorporated by reference from the Registrant's Annual Report on Form
      10-K for the fiscal year ended June 30, 1988.
<F4>  Incorporated by reference from the Registrant's Annuak Report on Form
      10-K for the fiscal year ended June 30, 1989.



SIGNATURES

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


                                            PICCADILLY CAFETERIAS, INC.
                                            -----------------------------    
                                            (Registrant)


                                            By: /s/Ronald A. LaBorde
                                               --------------------------
                                               Ronald A. LaBorde 
                                               President and Chief 
                                                  Executive Officer
                                               November 6, 1996


/s/ Ronald A. LaBorde                                    11/6/96
- -------------------------------------------------       ---------
Ronald A. LaBorde, President, Chief Executive             Date
  Officer, and Director

/s/ J. Fred Johnson                                      11/6/96
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J. Fred Johnson, Executive Vice President,                Date
  Financial Officer and Treasurer 
  (Principal Financial Officer)

/s/ Mark L. Mestayer                                     11/6/96
- -------------------------------------------------       ---------
Mark L. Mestayer, Executive Vice President,               Date
  Secretary & Director of Finance
  (Principal Accounting Officer)