FORM 10-Q
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                   
              QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

 For Quarter Ended   Sept. 27, 1996    Commission File Number 33-11170-B
                   -----------------                   ------------------


                    UNIVERSITY DINING SERVICES, INC.
- -------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


            DELAWARE                             06-1168423     
- -------------------------------------------------------------------------
 State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)


     2 Broadway     Hamden, Connecticut                      06518-2697  
- -------------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip code)  


Registrant's telephone number, including area code      (203)  248-4100  
- -------------------------------------------------------------------------


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


     Indicate by check whether the registrant
     (1) has filed all reports required to be 
     files 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           Yes:      X
     was required to file such report(s), and          ______________
     (2) has been subject to such filing 
     requirements for the past 90 days            No:  ______________
     past 90 days.


     Indicate the number of shares outstanding
     of each of the issuer's classes of common
     stock, as of the close of the period 
     covered by this report.


                                             Number of shares outstanding
                  Class                        at September 27, 1996
     -------------------------------       ------------------------------
      Common Stock, $.001 par value              13,000,000 shares

                               Page 1 of 8



Form 10 - Q
1st Quarter


                                  INDEX
                                  -----

                                                                     PAGE
                                                                     ----

PART I  -  FINANCIAL INFORMATION  *

     ITEM 1.        Financial Statements

          Balance Sheets  -  September 27, 1996  (audited) and         3 
          June 28, 1996  (unaudited)

          Statement of Operations  -  Three months ended
          September 27, 1996 (audited) and 1995 (unaudited)            4 

          Statement of Changes in Stockholder's Equity  -  For
          the three months ended September 27, 1996
          (audited)                                                    5 

          Statement of Cash Flows for the three months
          September 27, 1996 (audited)                                 6 

          Notes to Financial Statements  (audited)                     7 

     ITEM 2.        Management's Discussion and Analysis               7 

PART II  -  OTHER INFORMATION

     ITEM 1.     Other Information                                     7 

     Signatures                                                        8 



          The accompanying financial statements are not covered
         by an independent certified public accountants' report.







                                    2



                    UNIVERSITY DINING SERVICES, INC.
                              BALANCE SHEET


                                                9/27/96         06/28/96
                                               (audited)       (unaudited)
                                               ---------       -----------
                                 ASSETS

CURRENT ASSETS:

  Cash                                           $83,113           $72,746 
  Accounts receivable, net of allowance         $217,399          $232,369 
     allowance for doubtful accounts
     of $2,845 at September 27, 1996,
     and June 28, 1996.
  Inventory                                     $169,248          $165,377 
  Prepaid Expenses                              $137,574           $58,001 
       Total current assets                     $60,7334          $52,8493 
EQUIPMENT AND VEHICLES
  Equipment                                     $579,510          $560,002 
  Vehicles                                      $121,440          $121,440 
  Leasehold Improvements                          $7,088            $7,088 
  Accumulated depreciation                     ($460,396)        ($440,330)
       Total fixed assets                       $247,642          $248,200 
                                              ----------        ---------- 
  Deferred Taxes                                 $38,332           $38,332 
TOTAL ASSETS                                    $893,308          $815,025 
                                              ==========        ========== 

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt              $84,431           $84,431 
  Accounts Payable                              $519,619          $436,892 
  Accrued Expenses                               $84,581           $85,456 
  Payable to Vendor                              $23,338           $24,753 
  Notes Payable to Officers/Directors            $16,675           $12,100 
       Total current liabilities                $728,644          $643,632 
                                              ----------        ---------- 

LONG-TERM DEBT                                  $123,532          $129,215 
STOCKHOLDERS' EQUITY
  Common stock, $.001 par value,
     100,000,000 shares authorized
     13,000,000 shares issued and
     outstanding                                 $13,000           $13,000 
  Additional paid-in capital                    $232,088          $232,088 
  Accumulated deficit                          ($203,956)        ($202,910)
       Total stockholders' equity                $41,132           $42,178 
                                              ----------        ---------- 

TOTAL LIABILITIES                               $893,308          $815,025 
                                              ==========        ========== 


                                    3



                    UNIVERSITY DINING SERVICES,  INC.
                        STATEMENTS OF OPERATIONS


                                                FOR THE THREE MONTHS ENDED
                                                --------------------------

                                                 9/96              9/95
                                                 ----              ----
                                               (audited)        (unaudited)


NET REVENUES                                  $1,286,330        $1,072,017 

COST AND EXPENSES
  Cost of goods sold                          $1,165,936          $961,850 
  General & administrative                      $121,440          $100,920 
                                              $1,287,376        $1,062,770 

NET INCOME  (LOSS)                               ($1,046)           $9,247 

NET INCOME PER SHARE                                   *                 * 
                                              ----------        ---------- 

COMMON SHARES OUTSTANDING                     13,000,000        13,000,000 




*     less than $.01 per share








                                    4



                    UNIVERSITY DINING SERVICES, INC.
                    --------------------------------

              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              --------------------------------------------
              FOR THE THREE MONTHS ENDED SEPTEMBER 27, 1996
              ---------------------------------------------
                                (audited)
                                ---------




                                                ADDITIONAL
                                                ----------
                                COMMON           PAID-IN  ACCUMULATED   TOTAL
                                ------           -------  -----------   -----
                          SHARES       AMOUNT    CAPITAL    DEFICIT
                          ------       ------    -------    -------      
                                                           

Balances    6/28/96      13,000,000   $13,000   $232,088   ($202,910)   $42,178 

Net Profit                    - 0 -     - 0 -      - 0 -     ($1,046)   ($1,046)

Balances    9/27/96      13,000,000   $13,000   $232,088   ($203,956)   $41,132 












                                    5



                    UNIVERSITY DINING SERVICES, INC.
                    --------------------------------
                        STATEMENTS OF CASH FLOWS
                        ------------------------


                                                          THREE MONTHS ENDED
                                                          ------------------
                                                                9/27/96
                                                                -------

OPERATING ACTIVITIES
  Net Profit (loss)                                             ($1,045)
  Adjustments to reconcile net income to
  net cash provided by operating activities:
     Depreciation and amortization                              $20,065 
     (Increase) Decrease  in accounts receivable                $14,970 

     (Increase) Decrease in inventories                         ($3,871)

     (Increase) Decrease in prepaid expenses                   ($79,571)

     (Decrease) Increase in accounts payable                    $82,727 

     (Decrease) Increase in accrued expenses                      ($875)

     (Decrease) Increase in notes payable
     Officers/Directors                                          $4,575 

     (Decrease) Increase in current portion of
     long- term debt                                               $  0 

NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                          $36,975 

INVESTING ACTIVITIES -
  Purchase of Equipment                                        ($20,925)

NET INCREASE (DECREASE) IN  CASH                                $16,050 
                                                             ---------- 

FINANCING ACTIVITIES:
  Principal payments on borrowings                             ($15,237)
  Proceeds from borrowings                                       $9,554 

CASH FLOWS PROVIDED FROM FINANCING
  ACTIVITIES                                                    ($5,683)

DECREASE IN CASH AND CASH
  EQUIVALENTS                                                   $10,367 

CASH, beginning of year                                         $72,746 

CASH, end of quarter                                            $83,113 
                                                             ========== 
                                    6



                    UNIVERSITY DINING SERVICES, INC.
                    --------------------------------
                      NOTES TO FINANCIAL STATEMENTS
                      -----------------------------
                                (audited)
                                ---------

1.   GENERAL:
     --------

     Management has elected to omit substantially all notes to the
     Company's financial statements.  Reference should be made to the
     Company's Form 10-K filed for the year ended June 30, 1990, as this
     report incorporates the notes to the Company's year-end financial
     statements.

2.   AUDITED INFORMATION:
     --------------------

     The information furnished herein was taken from the books and record
     of the Company and wad audited.  Such information reflects all
     adjustments (consisting only of normal recurring adjustments) which
     are, in the opinion of management, necessary to reflect properly
     results in interim periods presented.  The results of operations for
     the periods presented are not necessarily indicative of the results to
     be expected for the year.

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

FINANCIAL CONDITION:
- --------------------

On August 14, 1987, the company completed the sale of 5,000,000 Units at
$.05 per Unit in a public offering each Unit consists of one share of the
Company's $.001 par value common stock and one common stock purchase
warrant.  The Company received net proceeds of approximately $192,000 from
this offering.  Since receiving the proceeds from the public offering, the
Company has had sufficient working capital to carry out its planned
operations.

RESULT OF OPERATIONS:
- ---------------------

Sales for the first quarter ending September 27, 1996 increased 20% from
the first quarter ending September 27, 1995.  Total expenses decreased
showing a profit for the  first quarter.



PART II.  ITEM 1.        OTHER INFORMATION
                         -----------------

On August 19, 1996, the Company entered into an Agreement for Food and
Refreshment Service between the Company and American Frozen Foods, Inc. 
The agreement, commencing August 19, 1996, is automatically renewable for
one (1) year periods until notice of termination is given by either party
thirty (30) days prior to the date of termination.  The Company provides
breakfast and lunch as well as various snack items and hot entrees.  The
Company handles all aspects of this operation including training employees
and the preparation and sale of food items.  The Company receives a
subsidy.

                                    7



                               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.






                              UNIVERSITY DINING SERVICES, INC.
                              --------------------------------


Date:   Feb. 20,  1998        By:/s/     GEOFFREY W. RAMSEY
- ------------------------      ------------------------------------
                                 Geoffrey W. Ramsey, President
                                 and Chief Financial Officer









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