UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C. 20549
                                  FORM 10-K

[X]  Annual  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required] 
For the fiscal year ended June 30, 1997
[  ] Transition  Report  Pursuant  to  Section  13  or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] 
For the transition period from _______________ to ____________________
Commission file Number 0-9037
                        Piccadilly Cafeterias, Inc.
         (Exact name of registrant as specified in its charter)
        Louisiana                                              72-0604977
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                            Identification No.)

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

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

         Securities registered pursuant to Section 12(b) of the Act:
 Title of each class                 Name of each exchange on which registered
    Common Stock                              New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act:
                                   None
                              (Title of class)

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  (229.405  of  this  chapter) is not contained herein, and
will not be contained, to the best of registrant's  knowledge,  in  definitive
proxy or information statements incorporated by reference in Part III  of this
Form 10-K or any amendment to this Form 10-K.        [   ]

The  aggregate market value of the voting stock held by non-affiliates of  the
registrant  based  on  the  closing price of such stock on August 26, 1997 was
$ 118,459,622.

The number of shares outstanding  of  Common  Stock,  without par value, as of
August 26, 1997 was 10,528,368.


                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal  year  ended June
30, 1997 are incorporated by reference into Part II.

Portions  of  the  definitive  proxy statement for the 1997 annual meeting  of
shareholders are incorporated by reference into Part III.



                                             




                                   PART I
Item 1.  Business

General Development of Business

Piccadilly Cafeterias, Inc. was  incorporated  under  the laws of Louisiana in
1965 and is the successor to various predecessor corporations and partnerships
which operated "Piccadilly" cafeterias beginning with the  acquisition  of the
first  unit  in 1944.  Except where the context otherwise indicates, the terms
"Company", "Piccadilly",  and  "Registrant" as used herein refer to Piccadilly
Cafeterias, Inc.

At June 30, 1997, the Company operated  129  cafeterias  in  15  states.    Of
these,  56 are in suburban malls, 22 are in suburban strip centers, and 51 are
free-standing suburban locations.  Up to six new cafeterias are expected to be
opened during  the year ending June 30, 1998.   The following table sets forth
certain information  regarding  development  of  the Company's cafeteria chain
during the five years ended June 30, 1997:

- -------------------------------------------------------------------------------
Year Ended June 30                        1997    1996    1995    1994    1993
- -------------------------------------------------------------------------------
Net sales per unit (in thousands)(A)     $2,179  $2,058  $1,990  $1,916  $1,868
- -------------------------------------------------------------------------------
Units opened                                  3       1       5       3       1
- -------------------------------------------------------------------------------
Units closed                                  4       3       3       4      11
- -------------------------------------------------------------------------------
Units open at year-end                      129     130     132     130     131
- -------------------------------------------------------------------------------
Total customer volume (in thousands)     49,483  49,629  48,274  48,098  50,564
- -------------------------------------------------------------------------------


(A) Excludes cafeterias opened or closed during period.


At  June  30,  1997  the  Company  operated  seven "Ralph and Kacoo's" seafood
restaurants in Louisiana, Alabama, and Mississippi.   No  additional  Ralph  &
Kacoo's  seafood restaurants are expected to be opened in the year ending June
30, 1998.   The  following  table sets forth certain information regarding the
Company's "Ralph and Kacoo's"  seafood  restaurant chain during the five years
ended June 30, 1997:

- --------------------------------------------------------------------
Year Ended June 30                1997   1996   1995   1994   1993
- --------------------------------------------------------------------
Net    sales    per   unit   (in $3,509 $3,428 $3,394 $3,344 $3,362
thousands) (A)
- --------------------------------------------------------------------
Units opened                          0      0      1      0      0
- --------------------------------------------------------------------
Units closed                          1      0      0      0      2
- --------------------------------------------------------------------
Units open at year-end                7      8      8      7      7
- --------------------------------------------------------------------

(A) Excludes restaurants opened or closed during period.


Although the Company's operations are primarily in the southern, southwestern,
and western regions of the United  States, the  Company  does not consider its
growth to be limited to such areas.   Piccadilly  evaluates numerous potential
expansion  locations,   focusing   on  demographic  data  such  as  population 
densities, population profiles,  income  levels,  traffic  counts,  as well as 
the extent of competition.  The number of new cafeterias and  restaurants that 
the Company can open depends upon its ability to secure appropriate locations,  
generate necessary financial resources, and develop personnel for expansion.

Cafeteria and Restaurant Operations

The Company's traditional cafeterias seat from 250 to 450 customers each. During
1997,  the  Company  completed  the design of a new  cafeteria  prototype.   The
prototype has approximately 6,000  square  feet compared to the Company's 10,000
square feet traditional cafeteria and seats  from  165  to  200 customers.  This
smaller cafeteria allows the Company to access a broader range  of markets.  Two
of  the  three  cafeterias  opened  in  fiscal  year 1997 used the new prototype
design.

Each cafeteria unit offers a wide variety of food,  at  reasonable  prices,  and
with  the  convenience  of  cafeteria  service, to a diverse luncheon and dinner
clientele.  Cafeteria personnel cook and  prepare from scratch substantially all
food served.  All items are prepared from standardized recipes. Menus are varied
at the discretion of unit management in response  to local and seasonal customer
preferences.

Through  an  agreement  with  Associated  Grocers,  Inc.,  a  Baton  Rouge-based
association of 235 food stores in Louisiana, Mississippi  and Texas, the Company
has  begun  placing  small  cafeterias  in grocery stores.  The  agreement  with
Associated Grocers, Inc. allows the Company  to  rent  a  portion  of  the space
within  the  supermarket.  These  mini  cafeterias,  called  Piccadilly Express,
feature a scaled-down version of the cafeteria serving counter  and feature many
of the Company's most popular items that are prepared on-site.  This  initiative
focuses on the take-out segment of the Company's business by providing home meal
solutions  through  convenient  customer alternatives while leveraging the  high
traffic flow of grocery stores.   Some  seating  capacity is provided within the
Piccadilly Express when space is available.

Like  most  industry  participants, the Company purchases  foodstuffs  in  small
quantities  from  local  and  regional  suppliers  in  order  to  better  assure
freshness.   As  a  result, inventory  is  kept  relatively  low;  average  per-
cafeteria-inventory at June 30, 1997 was $15,500.

Ralph  &  Kacoo's restaurants  seat  from  250  to  600  customers  each.  These
restaurants  are full-service menu facilities.  All of the food served is cooked
and prepared by  the  restaurant staff from standardized recipes.  Substantially
all of the food, supplies,  and  other materials required for the preparation of
meals are supplied by the Company-owned commissary.

The commissary, located in Baton Rouge, Louisiana, contains approximately 26,500
square  feet of restaurant food and  supplies  storage.   Seafood  accounts  for
approximately  50%  of  inventory  at  the  commissary.   In  order  to  provide
consistent  quality,  selection,  and  price throughout the year, the commissary
purchases in-season seafood in quantities  sufficient  to supply the restaurants
during periods when such products would otherwise not be available at reasonable
prices   in   the   marketplace.   On  the  average,  seafood  inventory   turns
approximately once every four months.  Inventory maintained at the commissary at
June  30,  1997, was approximately  $2,575,000  while  the  average  "Ralph  and
Kacoo's" restaurant  inventory level at year-end was approximately $43,800.  The
commissary is not dependent  upon  a  single  supplier  nor  a  small  group  of
suppliers.

Each  cafeteria,  express  unit,  and  restaurant is operated as a separate unit
under the control of a manager and associate manager who have responsibility for
virtually  all  aspects  of  the  unit's business,  including  purchasing,  food
preparation,  and  employee  matters.    Twelve  district  managers,  under  the
supervision of one general manager, and the  chief executive officer oversee and
regularly  inspect  cafeteria  operations.  Two  district  managers,  under  the
supervision  of  a  general  manager  and the chief executive  officer,  oversee
restaurant operations.  The Company employed approximately 8,200 persons at June
30,  1997,  of  whom  all  but 69 corporate  headquarters  employees  worked  at
Piccadilly's 139 cafeteria and restaurant locations and its commissary.

The food service industry is  highly  competitive.   Competitive factors include
food  quality  and variety, price, customer service, location,  the  number  and
proximity of competitors,  decor,  and public reputation.  The Company considers
its principal competitors to be other  cafeterias,  casual  dining  venues,  and
fast-food  operations.   Like  other  food  service  operations,  the Company is
attuned  to  changes  in  both  consumer  preferences  for  food  and habits  in
patronizing eating establishments.

Customer  volume  at  established  cafeterias  and  sales  volume at established
restaurants  are  generally  higher in the Company's second fiscal  quarter  and
lower  in  the  third quarter.  These  patterns  reflect  the  general  seasonal
fluctuations of the retail industry.

Cost of sales is  affected  by  statutory  minimum  wage  rates.   The Company's
operations  are  subject  to  federal,  state,  and  local  laws and regulations
relating  to environmental protection, including regulation of  discharges  into
the air and  water,  and  relating  to  safety  and labor, including the Federal
Occupational Safety and Health Act and wage and hour  laws.   Additionally,  the
Company's  operations  are  regulated pursuant to state and local sanitation and
public health laws.  Operating  units utilize electricity and natural gas, which
are subject to various federal and  state  regulations concerning the allocation
of energy.  The Company's operating costs have  been  and  will  continue  to be
affected by increases in the cost of energy.

                                             




Item 2.  Properties

All  but  23  of  the  cafeterias, express unit, and restaurants operated by the
Company at June 30, 1997,  were operated on premises held under long-term leases
with  differing  provisions  and   expiration  dates.   The  23  cafeterias  and
restaurants not operated on premises  held  under  long-term  leases  are owned.
Leases provide for monthly rentals, typically computed on the basis of  a  fixed
amount  plus  a  percentage of sales.  Most leases contain provisions permitting
the Company to renew for one or more specified terms. These leases are scheduled
to expire, exclusive of renewal provisions, as follows:

            -------------------------------------------------------
            Five-year
            periods                  Units                    Units
            ending June 30           Operating               Closed
            -------------------------------------------------------
            2002                         49                       2
            -------------------------------------------------------
            2007                         38                       3
            -------------------------------------------------------
            2012                         24                       9
            -------------------------------------------------------
            2017                          3                      --
            -------------------------------------------------------
            Total                       114                      14
            -------------------------------------------------------


Reference is made  to  Note  4 of the Notes to Consolidated Financial Statements
for certain additional information regarding the Company's leases.

All cafeterias, express unit, and restaurants have been constructed or remodeled
since  1992 and all equipment is  maintained  and  modernized  as  necessary  to
maintain  appearance  and utility.  The list below provides a general geographic
review of the locations  of the Company's cafeterias and restaurants at June 30,
1997:

    -----------------------------------------------------------------------
        State            Piccadilly        Piccadilly       Ralph & Kacoo's 
                         Cafeterias      Express Units       Restaurants
    -----------------------------------------------------------------------
        Alabama              6                                    1
    -----------------------------------------------------------------------
        Arizona              3
    -----------------------------------------------------------------------
        Florida             21
    -----------------------------------------------------------------------
        Georgia             18
    -----------------------------------------------------------------------
        Kansas               1
    -----------------------------------------------------------------------
        Kentucky             1   
    -----------------------------------------------------------------------
        Louisiana           29                1                  5
    -----------------------------------------------------------------------
        Mississippi          3                                   1
    -----------------------------------------------------------------------
        Missouri             3
    -----------------------------------------------------------------------
        North Carolina       4
    -----------------------------------------------------------------------
        Oklahoma             3
    -----------------------------------------------------------------------
        South Carolina       2
    -----------------------------------------------------------------------
        Tennessee           11
    -----------------------------------------------------------------------
        Texas               17
    -----------------------------------------------------------------------
        Virginia             7
    -----------------------------------------------------------------------


The Company utilizes generally  standardized building configurations for its new
cafeterias and restaurants in terms of seating, food display, preparation areas,
and other factors and attempts to  build  out  floor space to maximize efficient
use of available space.

The  Company  continues  to  pursue  strategies  to increase  the  capacity  and
utilization of its cafeterias.   The Company is converting several of its "order
pick-up"  counters  to  Piccadilly  Express  hot  counters  where  the  physical
facilities are condusive to doing so.  The new counters  allow customers to view
and select their choices rather than simply ordering to go  items  from  a menu.
This  delivery system increases the number of take-out orders that can be filled
at peak order times.

Piccadilly's   corporate  headquarters  occupy  approximately  two-thirds  of  a
Company-owned 45,000  square  foot office building completed in 1974 and located
on a Company-owned tract comprising  approximately  five  acres  in Baton Rouge,
Louisiana.  The remainder of the building is leased to commercial tenants.

Item 3.  Legal Proceedings

The Company is not a party to and does not have any property that is the subject
of any legal proceedings pending or, to the knowledge of management, threatened,
other   than  ordinary  routine  litigation  incidental  to  its  business   and
proceedings  which  are  material or as to which management believes the Company
does not have adequate insurance.

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

None.

Item 4(a).  Executive Officers of the Registrant

Executive officers are elected  annually  by  the  Board  of  Directors and hold
office until a successor is duly elected.  The names and positions  of executive
officers  of  the Registrant, together with a brief description of the  business
experience of each such person during the past five years, is set forth below.
          
W. Scott Bozzell, Vice President and Controller, age 34, has held such positions
since July, 1996.   From  May  1992  to  July  1996  he  was  Vice President and
Assistant Controller.  Prior to that he was Assistant Controller.

Frederick  E. Fuchs Jr., Executive Vice President and Director of  Real  Estate,
age 50, has held such positions since June 1986.

Jere W. Goldsmith  Jr.,  Executive  Vice President and Director of Training, age
51, has held such positions since July 1995.  Mr. Goldsmith previously served in
this capacity from May 1987 to February  1992.   From February 1992 to July 1995
he was Executive Vice President and Region Manager.

J.  Fred  Johnson,  age  46,   Executive Vice President,  Treasurer,  and  Chief
Financial Officer, has held such  positions  since  November  1995.  From August
1985  through  October  1995  he was with Graphic Industries, Inc.,  a  printing
company, in various capacities, including Chief Financial Officer and Treasurer.

Ronald A. LaBorde, age 41,  President and Chief Executive Officer, has held such
positions since June 1995.  From  January 1992 to May 1995 he was Executive Vice
President,  Treasurer  and  Chief Financial  Officer.   Prior  to  that  he  was
Executive Vice President, Secretary, and Controller.

D.  Thomas  Landry,  Executive  Vice  President  and  Director  of  Maintenance,
Construction and Design, age 45,  has  held such positions since May 1992.  From
July 1990 to May 1992 he was Vice President and Director of Maintenance.

Robert P. Listen, Executive Vice President  and  Director of Technical Services,
age 49, has held such positions since December 1992.  From July 1987 to November
1992 he was Executive Vice President and District Manager.

Mark L. Mestayer, Executive Vice President, Secretary,  and Director of Finance,
age 39, has held such positions since July 1996.  From May 1992 to July 1996, he
was Executive Vice President, Secretary and Controller.   From  January  1992 to
May  1992,  he  was  Vice  President and Controller.  Prior to that, he was Vice
President and Controller, Ralph & Kacoo's.

Joseph S. Polito, Executive Vice President and General Manager, age 55, has held
such  positions since July 1995.   From  October  1992  to  July  1995,  he  was
Executive Vice President and Director of Training.  From 1987 to October 1992 he
was Executive Vice President and District Manager.

Patrick  R.  Prudhomme, Executive Vice President and Region Manager, age 45, has
held such positions  since February 1992.  From January 1989 to February 1992 he
was Vice President and District Manager, Ralph & Kacoo's.

C. Warriner Siddle, Executive  Vice  President  and Director of Development, age
46, has held such positions since July 1995.  From February 1992 to July 1995 he
was Executive Vice President and Region Manager.   From October 1984 to February
1992 he was Executive Vice President and District Manager.

Donovan B. Touchet, Executive Vice President and Director  of  Data  Processing,
age 48, has held such positions since June 1988.

Brian  G.  Von  Gruben,  Executive Vice President and Director of Administrative
Services, age 49, has held such positions since May 1987.

                                   PART II

Item 5.  Market for the Registrant's  Common  Stock  and Related Security Holder
         Matters

Information regarding Common Stock market prices and dividends,  on  the  inside
cover  of  the  Annual  Shareholders Report for the year ended June 30, 1997, is
incorporated herein by reference.

Item 6.  Selected Financial Data

"Selected Financial and Other  Data",  on  page  11  of  the Annual Shareholders
Report for the year ended June 30, 1997, is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Management's  Discussion  and  Analysis of Financial Condition  and  Results  of
Operations, on pages 12 and 13 of  the  Annual  Shareholders Report for the year
ended June 30, 1997, is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

The following consolidated financial statements and supplementary data, included
on pages 14 through 22 of the Annual Shareholders Report for the year ended June
30, 1997, are incorporated herein by reference:

Consolidated balance sheets as of June 30, 1997 and 1996
Consolidated statements of income for the fiscal   years  ended  June  30, 1997,
1996 and 1995
Consolidated statements of changes in shareholders' equity for the fiscal years 
ended June 30, 1997, 1996 and 1995
Consolidated  statements of cash flows for the fiscal years ended June 30, 1997,
1996 and 1995
Notes to consolidated financial statements

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
         Financial Disclosure

None.

                                   PART III

In accordance with General Instruction G (3) to Form 10-K, Items 10, 11, 12, and
13  have  been  omitted  since  the  Company  will  file  with  the Commission a
definitive proxy statement complying with Regulation 14A relating  to  its  1997
annual  meeting  and involving the election of directors not later than 120 days
after the close of  its  fiscal year.  The Company incorporates by reference the
information  in response to  such  items  set  forth  in  its  definitive  proxy
statement.

                                                 

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)     (1) Financial  Statements--The following are incorporated herein by 
        reference in this Annual Report  on Form 10-K from the indicated pages 
        of the Registrant's Annual Shareholders Report for the year ended June 
        30, 1997:
- -------------------------------------------------------------------------------
                                                                        Annual
                                                                  Shareholders
Description                                                        Report Page
- -------------------------------------------------------------------------------
Consolidated balance sheets as of June 30, 1997 and 1996               14
- -------------------------------------------------------------------------------
Consolidated statements of income for the fiscal years 
ended June 30, 1997, 1996 and 1995                                     15
- -------------------------------------------------------------------------------
Consolidated statements of changes in shareholders' 
equity for the fiscal years ended June 30, 1997, 1996 and 1995         15
- -------------------------------------------------------------------------------
Consolidated statements of cash flows for the fiscal 
years ended June 30, 1997, 1996 and 1995                               16
- -------------------------------------------------------------------------------
Notes to consolidated financial statements                          17-22
- -------------------------------------------------------------------------------
Report of independent auditors                                         22
- -------------------------------------------------------------------------------

        (2)  Schedules-The following consolidated schedules and information are 
        included in this  annual  report on Form 10-K on the pages indicated. 
        All other schedules for which provision is made in the  applicable  
        accounting regulation of the Securities  and  Exchange  Commission  are 
        not  required  under   the   related instructions or are inapplicable, 
        and therefore have been omitted.

- -------------------------------------------------------------------------------
                                                                Annual Report
                                                                on Form 10-K
Description                                                         Page       
- -------------------------------------------------------------------------------
Schedule II-Valuation and qualifying accounts                          10
- -------------------------------------------------------------------------------

        (3)  Listing of Exhibits - See sub-section (c) below.

(b)     No reports on Form 8-K were filed during the last quarter of the year 
        covered by this report.

(c)     EXHIBITS

3.      (a) Articles ofIncorporation of the Company(1), as amended on September 
            14, 1987(2) as amended on September 27, 1988(3), and as amended on 
            September 28, 1989(4).

        (b) By-laws of the Company, as amended through July 22, 1996(5).

- -------------------------------------------------------------------------------
        **FOOTNOTES**

(1)     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.

(2)     Incorporated by reference from the Registrant's Annual Report on Form 
        10-K for the fiscal year ended June 30, 1987.

(3)     Incorporated by reference from the Registrant's Annual Report on Form 
        10-K for the fiscal year ended June 30, 1988.

(4)     Incorporated by reference from the Registrant's Annual Report on Form 
        10-K, as amended, for the fiscal year ended June 30, 1989.

(5)     Incorporated by reference from the Registrant's Quarterly Report on 
        Form 10-Q for the quarter ended September 30, 1996.

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




4.      (a) Piccadilly Cafeterias, Inc. Stockholder Rights Agreement[(]6).

        (b) Note Agreement,  dated  as  of  January  31,  1989,  relating  
            to $30 million principal amount of 10.15% Senior Notes due 
            January 31, 1999(7).

10.     (a) Piccadilly Cafeteria, Inc. Pension Plan,  as  amended,  dated
            May  3, 1993(8).

        (b) Piccadilly Cafeterias, Inc. Employee Stock Purchase Plan(9).
            as amended on September 27, 1991(10).

        (c) Piccadilly  Cafeterias,  Inc.  1988  Stock  Option Plan(11),
            as amended on August 2, 1993(8).

        (d) Form of Management Continuity Agreement, effective  March  27,  
            1995, unless otherwise indicated, between Piccadilly Cafeterias, 
            Inc. and each of Messrs. LaBorde, Bozzell, Fuchs, Goldsmith, 
            Johnson (November 16, 1995), Landry, Listen, Mestayer, Polito, 
            Prudhomme, Siddle, Touchet, and Von Gruben(5).

        (e) Form of Director  Indemnity Agreement, effective  April 27, 1995,
            unless otherwise indicated, between  Piccadilly  Cafeterias,  Inc.
            and each of Messrs. LaBorde, Francis, Guyton (July 1, 1996), 
            Murrill, Redman (September  25,  1995), Simmons, Smith and 
            Ms. Hamilton(5).

        (f) Agreement   between  Piccadilly  Cafeterias,  Inc.  and  Ronald  A.
            LaBorde, effective June 26, 1995(5).

        (g) Form of Agreement,  effective  August 1, 1995, between Piccadilly 
            Cafeterias, Inc. and each of Malcolm T. Stein, Jr. and James E. 
            Durham, Jr. (5).

13.     The Registrant's Annual Report to Shareholders for the fiscal year
        ended June 30, 1997.

21.     List of Subsidiaries of the Registrant.

23.     Consent of Independent Auditors.

27.     Financial Data Schedule.

- ------------------------------------------------------------------------------
        **FOOTNOTES**

(6)     Incorporated by reference from the Company's Current Report on Form 8-K
        filed with the Commission on August 22, 1988.

(7)     Incorporated by reference from the Company's Quarterly Report on Form 
        10-Q for the fiscal quarter ended December 31, 1988.

(8)     Incorporated by reference from the Company's Annual Report on Form 10-K,
        as amended, for the fiscal year ended June 30, 1993.

(9)     Incorporated by reference from the Registrant's Registration Statement 
        on Form S-8 (Registration No. 33-17737) filed with the Commission on 
        October 7, 1989.

(10)    Incorporated by reference from the Registrant's Annual Report on Form 
        10-K, as amended, for the fiscal year ended June 30, 1991.

(11)    Incorporated by reference from the Registrant's Registration Statement 
        on Form S-8 (Registration No. 33-27793) filed with the Commission on 
        March 29, 1989.
- ------------------------------------------------------------------------------
                                                 




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


          Piccadilly Cafeterias, Inc.
          (Registrant)


          By:/s/ Ronald A. LaBorde
                Ronald A. LaBorde
                President and Chief Executive Officer

          Date: August 4, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


/s/ Norman C. Francis          8/4/97    /s/ Dale E. Redman             8/4/97
- ---------------------------   --------   -------------------------     --------
Norman C. Frances, Director     Date     Dale E. Redman, Director        Date
            

/s/ Robert P. Guyton           8/4/97    /s/ Christel C. Slaughter.     8/4/97
- ---------------------------   --------   --------------------------    --------
Robert P. Guyton, Director      Date     Christel    C.   Slaughter,     Date
                                                     Director
            
            
/s/Julia H. R. Hamilton        8/4/97    /s/ Edward M. Simmons, Sr.     8/4/97
- ---------------------------   --------   --------------------------    --------
Julia    H.   R.   Hamilton,    Date     Edward   M.  Simmons,  Sr.,     Date
Director                                 Director
            
            
/s/ Ronald A. LaBorde          8/4/97    /s/ C. Ray Smith               8/4/97
- ---------------------------   --------   --------------------------    --------
Ronald      A.      LaBorde,    Date     C. Ray Smith, Director          Date
President, Chief Executive
Officer and Director

            
/s/ Paul W. Murrill            8/4/97
- ---------------------------   ---------
Paul W. Murrill, Chairman of    Date
the Board
            
            
/s/ J. Fred Johnson            8/4/97    /s/ Mark L. Mestayer           8/4/97
- ---------------------------   --------   --------------------------    -------
J. Fred Johnson                 Date     Mark L. Mestayer, Secretary     Date
Executive   Vice  President,             and Director of Finance
Treasurer and Chief                      (Principal Accounting
Financial Officer                        Officer)
(Principal Financial
Officer)




SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS



- --------------------------------------------------------------------------------------------------------
|             COL. A                |  COL. B   |         COL. C         |     COL. D    | COL. E         |
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
|                                   |           |     Additions          |               |                |
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
|                                   |           |          |    (2)      |               |                |
|                                   |Balance at |  (1)     | Charged to  |               |                |
|                                   |Beginning  |Charged to|   Other     |Deduction--    |Balance at      |
|                                   |           |          |             |               |                |
|          Description              |of Period  |costs and | Accounts-   | Describe      | End of         |
|                                   |           |expenses  |  Describe   |               | Period         |
- --------------------------------------------------------------------------------------------------------
                                                                                       
Reserves for Unit Closings:
             
Year ended June 30, 1997:
Property,   plant  &  equipment                                                        
  allowance                         $ 4,407,472                             $ 1,760,984(A)  $ 2,646,488
Current liability                       347,496                                 347,496(A)        ---
Long-term liability                   5,049,509                               2,274,568(A)    2,774,941
                                    -----------                             -----------     -----------
                                    $ 9,804,477                             $ 4,383,048     $ 5,421,429
                                    ============                            ===========     ==========
             
Year ended June 30, 1996:
Property,   plant  &  equipment                                                     
  allowance                          $   800,796   $ 3,726,958              $  120,282(A)   $ 4,407,472
Current liability                        254,339       100,000                   6,843(A)       347,496
Long-term liability                    5,009,297     1,000,819                 960,607(A)     5,049,509
                                     -----------   -----------              -----------     -----------
                                     $ 6,064,432   $ 4,827,777              $ 1,087,732     $ 9,804,477
                                     ===========   ===========              ===========     ===========

Year ended June 30, 1995:
Property,   plant  &  equipment                                                        
  allowance                          $ 1,356,659                            $   555,863(A)  $   800,796
Current liability                        350,482                                 96,143(A)      254,339
Long-term liability                    6,502,486                              1,493,189(A)    5,009,297       
                                     -----------                            -----------      ----------             
                                     $ 8,209,627                            $ 2,145,195     $ 6,064,432
                                     ===========                            ===========     ===========             

(A) Deductions are for the write-off of certain property, plant and equipment relating to units closed and for the
payment of other obligations (primarily rent) for those units closed and for those units for which a provision for
unit closing was recorded during the year ended June 30, 1992 and June 30, 1996.  During 1997, the Company reduced 
its accrued liability for rental and other occupancy costs associated with these properties by $600,000 as a result 
of a favorable change in management's estimate of future sublease income.