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   Dec. 26, 1997    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 December 26, 1997
     -------------------------------       ------------------------------
      Common Stock, $.001 par value              13,000,000 shares


                               Page 1 of 9



Form 10 - Q
2nd Quarter


                                  INDEX
                                  -----

                                                                     PAGE
                                                                     ----

PART I  -  FINANCIAL INFORMATION  *

     ITEM 1.        Financial Statements

          Balance Sheets  - December 26, 1997  (audited) and           3 
          June 29, 1997  (audited)

          Statement of Operations  -  Three months ended
          December 26, 1997 and 1996 (audited)                         4 

          Statement of Operations - Six months ended
          December 26, 1997 and 1996 (audited)                         5 

          Statement of Changes in Stockholder's Equity  -  For
          the six months ended December 26, 1997 (audited)             6 

          Statement of Cash Flows for the six months
          December 26, 1997 (audited)                                  7 

          Notes to Financial Statements  (audited)                     8 

     ITEM 2.        Management's Discussion and Analysis               8 


     Signatures                                                        9 






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









                                    2



                    UNIVERSITY DINING SERVICES, INC.
                              BALANCE SHEET
                                (audited)
                                 -------

                                              12/26/97          06/29/97
                                              --------          --------
                                 ASSETS

CURRENT ASSETS:
  Cash                                           $66,681          $140,121 
  Accounts receivable, net of allowance         $499,838          $331,263 
     allowance for doubtful accounts
     of $10,000 at December 26, 1997,
     and June 29, 1997.
  Inventory                                     $160,256          $173,759 
  Prepaid Expenses                               $80,014           $73,082 
       Total current assets                     $806,789          $718,225 
PROPERTY AND EQUIPMENT, NET                     $251,906          $234,133 
OTHER ASSETS                                     $84,434           $30,000 
TOTAL ASSETS                                  $1,143,129          $982,358 
                                              ==========        ========== 

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt              $85,643           $85,643 
  Accounts Payable                              $589,514          $580,190 
  Accrued Expenses                              $127,119           $96,393 
  Notes Payable to Officers/Directors             $7,840           $10,641 
       Total current liabilities                $810,116          $772,867 
                                              ----------        ---------- 

LONG-TERM DEBT                                  $106,828           $80,770 
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                           ($18,903)        ($116,367)
       Total stockholders' equity               $226,185          $128,721 
                                              ----------        ---------- 

TOTAL LIABILITIES                             $1,143,129          $982,358 
                                              ==========        ========== 








                                    3



                    UNIVERSITY DINING SERVICES,  INC.
                        STATEMENTS OF OPERATIONS
                                (audited)


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

                                                12/97            12/96


NET REVENUES                                  $1,777,973        $1,614,256 

COST AND EXPENSES
  Cost of goods sold                          $1,552,469        $1,419,378 
  General & administrative                      $158,919          $126,320 
                                              $1,711,388        $1,545,698 

NET INCOME (LOSS)                                $66,585           $68,558 

NET INCOME PER SHARE                                   *                 * 

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

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





*     less than $.01 per share









                                    4



                    UNIVERSITY DINING SERVICES, INC.
                        STATEMENTS OF OPERATIONS
                                (audited)


                                               FOR THE SIX MONTHS ENDED
                                              --------------------------
                                                12/97            12/96


NET REVENUES                                  $3,413,095        $2,900,586 

COST AND EXPENSES
  Cost of goods sold                          $3,021,287        $2,585,314 
  General & Administrative                      $294,345          $247,760 
                                              $3,315,632        $2,833,074 

NET INCOME (LOSS)                                $97,463           $67,512 

NET INCOME PER SHARE                                   *                 * 

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

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





*     less than $.01 per share









                                    5



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

              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              --------------------------------------------
               FOR THE SIX MONTHS ENDED DECEMBER 26, 1997
               ------------------------------------------
                                (audited)
                               ----------





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

Balances    6/29/97      13,000,000   $13,000   $232,088   ($116,367)   $128,721 

Net Profit                    - 0 -     - 0 -      - 0 -     $97,464     $97,464

Balances    12/26/97     13,000,000   $13,000   $232,088    ($18,903)   $226,185














                                    6



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


                                                         SIX MONTHS ENDED
                                                         ----------------
                                                             12/31/97
                                                             --------
OPERATING ACTIVITIES
  Net Profit (loss)                                             $97,464 
  Adjustments to reconcile net income to
  net cash provided by operating activities:
     Depreciation and amortization                              $41,894 
     (Increase) Decrease in accounts receivable               ($168,575)

     (Increase) Decrease in inventories                         $13,503 

     (Increase) Decrease in prepaid expenses                    ($6,932)

     (Decrease) Increase in accounts payable                     $9,324 

     (Decrease) Increase in accrued expenses                   ($17,208)

     (Decrease) Increase in notes payable
     Officers/Directors                                          (2,801)

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

NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                         ($33,331)
                                                             ---------- 

INVESTING ACTIVITIES -
  Purchase of Equipment                                        ($59,667)

NET INCREASE (DECREASE) IN  CASH                               ($92,998)
                                                             ---------- 

FINANCING ACTIVITIES:
  Principal payments on borrowings                             ($55,442)
  Proceeds from borrowings                                      $75,000 

CASH FLOWS PROVIDED FROM FINANCING
  ACTIVITIES                                                    $19,558 

DECREASE IN CASH AND CASH
  EQUIVALENTS                                                  ($73,440)

CASH, beginning of year                                        $140,121 

CASH, end of quarter                                            $66,681 
                                                             ========== 

                                    7



                    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 was audited.  However, 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 second quarter ending December 26, 1997 increased 10% from
the second quarter ending December 31, 1996.  Total expenses remained the
same showing a net profit of around 4%









                                    8



                               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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