<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Quarterly Period Ended September 30, 2001.

                                       or

[_]      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 0-25721.

                                   BUCA, Inc.
             (Exact name of registrant as specified in its Charter)


               Minnesota                              41-1802364
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)


                               1300 Nicollet Mall
                          Minneapolis, Minnesota 55403
               (Address of principal executive offices) (Zip Code)
                                 (612) 288-2382
              (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 equity, as of the latest practicable date: Common stock, $.01 par value,
16,271,269 shares as of November 13, 2001.
<PAGE>

                                      INDEX

                           BUCA, INC. AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets - December 31, 2000 and
         September 30, 2001..................................................3

         Consolidated Statements of Operations - Thirteen and
         Thirty-Nine Weeks Ended September 24, 2000 and
         September 30, 2001..................................................4

         Consolidated Statements of Cash Flows - Thirteen and
         Thirty-Nine Weeks Ended September 24, 2000 and
         September 30, 2001..................................................5

         Notes to Consolidated Financial Statements..........................6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...........................................7

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........12

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings..................................................12

Item 2.  Changes in Securities and Use of Proceeds..........................12

Item 3.  Defaults upon Senior Securities....................................12

Item 4.  Submission of Matters to a Vote of Security Holders................12

Item 5.  Other Information..................................................12

Item 6.  Exhibits and Reports on Form 8-K...................................13

SIGNATURES..................................................................14

                                       2
<PAGE>

PART 1. -- FINANCIAL INFORMATION
Item 1.  Financial Statements

                           BUCA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
           (Unaudited, in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                      December 31,  September 30,
                                                          2000           2001
                                                      ------------  -------------
<S>                                                   <C>            <C>
                                     ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                             $   9,249      $   7,125
 Marketable securities                                                    5,000
 Accounts receivable                                       2,119          1,697
 Inventories                                               3,737          4,739
 Deferred income taxes                                       382            382
 Prepaid expenses and other                                2,345          1,926
                                                       ---------      ---------
       Total current assets                               17,832         20,869

PROPERTY AND EQUIPMENT, net                              102,186        131,083
OTHER ASSETS                                               3,419          4,215
                                                       ---------      ---------
                                                       $ 123,437      $ 156,167
                                                       =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                                      $   6,989      $   6,867
 Accrued expenses                                          9,825          5,420
 Current maturities of long-term debt                        100             15
                                                       ---------      ---------
       Total current liabilities                          16,914         12,302

LONG-TERM DEBT, less current maturities                    1,706            457
OTHER LIABILITIES                                            427            526

SHAREHOLDERS' EQUITY:
 Undesignated stock, 5,000,000 shares authorized,
   none issued or outstanding
 Common stock, $.01 par value-20,000,000 shares
   authorized; 14,228,490 and 16,265,653 shares
   issued and outstanding, respectively                      142            163
 Additional paid-in capital                              112,162        146,499
 Accumulated deficit                                      (7,129)        (2,918)
                                                       ---------      ---------
                                                         105,175        143,744
 Notes receivable from shareholders                         (785)          (862)
                                                       ---------      ---------
       Total shareholders' equity                        104,390        142,882
                                                       ---------      ---------
                                                       $ 123,437      $ 156,167
                                                       =========      =========
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>

                           BUCA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
           (Unaudited, in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                        Thirteen Weeks Ended            Thirty-Nine Weeks Ended
                                                   ------------------------------    ------------------------------
                                                   September 24,    September 30,    September 24,    September 30,
                                                       2000             2001             2000              2001
                                                   -------------    -------------    -------------    -------------
<S>                                                <C>              <C>              <C>              <C>
Restaurant sales                                    $    33,438      $    44,156      $    89,959      $   127,322
Restaurant costs
   Product                                                8,866           11,160           23,797           32,206
   Labor                                                 10,617           14,386           28,852           40,433
   Direct and occupancy                                   6,717           10,529           17,699           28,807
   Depreciation and amortization                          1,590            2,568            4,403            6,861
                                                    -----------      -----------      -----------      -----------
      Total restaurant costs                             27,790           38,643           74,751          108,307
General and administrative expenses                       1,829            2,613            5,409            7,590
Preopening costs                                          1,388              713            3,815            2,961
Special charges                                                            2,147                             2,147
                                                    -----------      -----------      -----------      -----------
Operating income                                          2,431               40            5,984            6,317
Interest income                                             255              163              464              618
Interest expense                                            (97)             (39)            (398)            (229)
                                                    -----------      -----------      -----------      -----------
Income before income taxes                                2,589              164            6,050            6,706
Provision for income taxes                                 (907)             (61)          (2,117)          (2,494)
                                                    -----------      -----------      -----------      -----------
Net income                                          $     1,682      $       103      $     3,933      $     4,212
                                                    ===========      ===========      ===========      ===========

Net income per common share - basic:
Net income per share                                $      0.12      $      0.01      $      0.31      $      0.27
Weighted average common shares outstanding           14,149,507       16,263,504       12,742,461       15,785,858

Net income per share- diluted:
Net income per share                                $      0.12      $      0.01      $      0.30      $      0.26
Weighted average common shares assumed
   Outstanding                                       14,595,619       16,700,274       13,210,265       16,387,518
</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>

                           BUCA, INC, AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

<TABLE>
<CAPTION>
                                                        Thirteen Weeks Ended            Thirty-Nine Weeks Ended
                                                   ------------------------------    ------------------------------
                                                   September 24,    September 30,    September 24,    September 30,
                                                       2000             2001             2000              2001
                                                   -------------    -------------    -------------    -------------
<S>                                                <C>              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                         $  1,682       $    103          $  3,933         $  4,212
   Adjustments to reconcile net income to net cash
    provided by operating activities
     Depreciation and amortization                       1,590          2,568             4,403            6,861
     Special charges - impairment of assets                             1,816                              1,816
     Deferred income taxes                                 808                            1,406
     Tax benefit on stock option exercises                                                                   914
     Change in assets and liabilities:
       Accounts receivable                                 (82)          (107)             (490)             422
       Inventories                                        (471)           (98)           (1,204)          (1,002)
       Prepaid expenses and other                       (2,665)           768            (2,718)             419
       Accounts payable                                    775           (575)            1,058             (122)
       Accrued expenses                                  1,038           (547)           (1,155)          (4,405)
       Other                                              (265)            39              (202)              99
                                                      --------       --------          --------         --------
          Net cash provided by operating activities      2,410          3,967             5,031            9,214

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                   (6,577)       (10,096)          (31,686)         (37,291)
   Purchase of available-for-sale investments                          (5,000)          (23,932)         (16,415)
   Sale and maturity of available-for-sale investments                  4,512            21,974           11,415
   (Increase) decrease in other assets                    (340)            89               259             (727)
                                                      --------       --------          --------         --------
          Net cash used in investing activities         (6,917)       (10,495)          (33,385)         (43,018)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from line of credit borrowings                                               12,500            2,900
   Payments for line of credit borrowings                                               (12,500)          (2,900)
   Proceeds from issuance of long-term debt                                                 800
   Principal payments on long-term debt                    (22)            (3)              (49)          (1,334)
   Loan acquisition costs                                                (221)              (81)            (353)
   Collection on notes receivable from shareholders         46            132               106              263
   Net proceeds from issuance of common stock              357           (291)           34,340           33,104
                                                      --------       --------          --------         --------
          Net cash provided by (used in) financing
          activities                                       381           (383)           35,116           31,680

NET CHANGE IN CASH AND CASH EQUIVALENTS                 (4,126)        (6,911)            6,762           (2,124)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        12,614         14,036             1,726            9,249
                                                      --------       --------          --------         --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $  8,488       $  7,125          $  8,488         $  7,125
                                                      ========       ========          ========         ========
</TABLE>

                 See notes to consolidated financial statements.

                                       5
<PAGE>

                           BUCA, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.       NATURE OF BUSINESS AND BASIS OF PRESENTATION

BUCA, Inc. and subsidiaries ("we", "us", or "our") develops and operates
family-style, immigrant Southern Italian restaurants located in 22 states and
the District of Columbia under the name of BUCA di BEPPO.

The accompanying financial statements have been prepared by us without audit and
reflect all adjustments, consisting of normal recurring adjustments, which are,
in the opinion of management, necessary for a fair statement of financial
position and the results of operations for the interim periods. The statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America (generally accepted accounting principles) and
with the regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures, normally included in financial statements
prepared in accordance with generally accepted accounting principles, have been
condensed or omitted pursuant to such SEC rules and regulations. Operating
results for the thirty-nine weeks ended September 30, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 30,
2001.

The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the financial statements
and notes for the fiscal year ended December 31, 2000 included in our Annual
Report on Form 10-K.

On June 29, 2001, the Financial Accounting Standards Board approved Statements
of Financial Accounting Standards No. 141 (FAS 141), Business Combinations, and
No. 142 (FAS 142), Goodwill and Intangible Assets. FAS 141 requires that all
business combinations subsequent to June 30, 2001 be accounted for under the
purchase method of accounting. FAS 142 requires cessation of goodwill
amortization and periodic evaluation of the goodwill carrying value. The
provisions of FAS 142 will be effective for fiscal years beginning after
December 15, 2001. We do not believe FAS 141 or FAS 142 will have a material
impact on our financial statements.

2.       NET INCOME PER SHARE

Basic income per share is computed by dividing net income by the weighted
average number of common shares outstanding. Diluted income per share assumes
conversion of the convertible subordinated debentures as of the beginning of the
year and exercise of stock options and warrants using the treasury stock method,
if dilutive.

3.       SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental cash flow information for the period ended (in
thousands):

<TABLE>
<CAPTION>
                                                            Thirteen Weeks Ended       Thirty-Nine Weeks Ended
                                                          ------------------------     -----------------------
                                                          September      September     September    September
                                                          24, 2000       30, 2001      24, 2000      30, 2001
                                                          --------       --------      --------     ---------
<S>                                                       <C>            <C>           <C>          <C>
Cash paid during period for:
        Interest                                            $ 69           $ 72           $372        $  227
        Income taxes                                          77            116            211         1,268
Non-cash investing and financing activities:
        Shareholder receivable from issuance of               80             60            360           460
            common stock
        Shareholder receivable reduction due to               20                           120           120
            retirement of stock
        Conversion of convertible subordinated                                             660
            debentures to common stock
</TABLE>

                                       6
<PAGE>

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

General

At September 30, 2001 we owned and operated 68 full service, dinner-only
restaurants that offer high quality, immigrant Southern Italian cuisine served
family-style in large portions in a fun and energetic atmosphere that parodies
the decor and ambiance of post-War Italian/American restaurants. Since late
1996, we have pursued a rapid but disciplined expansion strategy, opening two
restaurants in 1996, five in 1997, eight in 1998, 15 in 1999 and 17 in each of
2000 and 2001. We intend to open 14 new restaurants in fiscal 2002, of which all
have signed leases and eight are under construction.

Beginning in fiscal 2001, we have added a baked specialties menu to each of our
restaurants. These specialties are offered every day to our customers. The baked
specialty menu includes some of our most popular baked specials (currently Baked
Ravioli, Cannelloni, Manicotti, and Stuffed Shells). These baked specialties
currently represent approximately 10% of our food sales. Besides the baked
specialties, every restaurant offers from two to five specials every day. These
daily specials are selected from a list of approximately 70 recipes. Both the
baked specialties and daily specials are priced higher than normal menu items
and generate higher margins.

Our restaurant sales are comprised almost entirely of the sales of food and
beverages. Product costs include the costs of food and beverages. Labor costs
include direct hourly and management wages, bonuses, taxes and benefits for
restaurant employees. Direct and occupancy costs include restaurant supplies,
marketing costs, rent, utilities, real estate taxes, repairs and maintenance and
other related costs. Depreciation and amortization principally includes
depreciation on capital expenditures for restaurants. General and administrative
expenses are composed of expenses associated with all corporate and
administrative functions that support existing operations, management and staff
salaries, employee benefits, travel, information systems and training and market
research. Preopening costs consist of direct costs related to hiring and
training the initial restaurant workforce and certain other direct costs
associated with opening new restaurants. Special charges include an asset
impairment charge of approximately $1.8 million primarily related to our lowest
sales volume restaurant and other expenses related to the tragic events of
September 11, 2001. Interest expense includes the cost of interest expense on
debt. Interest income includes the interest income on invested assets.

Results of Operations

Our operating results for the thirteen and thirty-nine week periods ended
September 24, 2000 and September 30, 2001 expressed as a percentage of
restaurant sales were as follows:

<TABLE>
<CAPTION>

                                                        Thirteen Weeks Ended             Thirty-Nine Weeks Ended
                                                   --------------------------------  ------------------------------
                                                    September 24,   September 30,     September 24,   September 30,
                                                        2000            2001              2000            2001
                                                   --------------------------------  ------------------------------
<S>                                                <C>              <C>               <C>             <C>
Restaurant sales                                        100.0%         100.0%            100.0%          100.0%
Restaurant costs
   Product                                               26.5%          25.3%             26.5%           25.3%
   Labor                                                 31.8%          32.6%             32.1%           31.8%
   Direct and occupancy                                  20.1%          23.8%             19.7%           22.6%
   Depreciation and amortization                          4.8%           5.8%              4.9%            5.4%
                                                   ---------------------------       ------------------------------
       Total restaurant costs                            83.1%          87.5%             83.1%           85.1%
General and administrative expenses                       5.5%           5.9%              6.0%            6.0%
Preopening costs                                          4.2%           1.6%              4.2%            2.3%
Special charges                                           0.0%           4.9%              0.0%            1.7%
                                                   ---------------------------       ------------------------------
Operating income                                          7.3%           0.1%              6.7%            5.0%
Interest income                                           0.8%           0.4%              0.5%            0.5%
Interest expense                                         (0.3)%         (0.1)%            (0.4)%          (0.2)%
                                                   ---------------------------       ------------------------------
Income before income taxes                                7.7%           0.4%              6.7%            5.3%
Provision for income taxes                               (2.7)%         (0.1)%            (2.4)%          (2.0)%
                                                   ---------------------------       ------------------------------
Net income                                                5.0%           0.2%              4.4%            3.3%
                                                   ===========================       ==============================
</TABLE>

                                       7
<PAGE>

Thirteen Weeks Ended September 24, 2000 Compared to the Thirteen Weeks Ended
September 30, 2001

Restaurant Sales. Restaurant sales increased by $10.8 million, or 32.1%, to
$44.2 million in the third quarter of fiscal 2001 from $33.4 million in the
third quarter of fiscal 2000. The increase was the result of sales from new
restaurants. Comparable restaurant sales decreased by 3.8% in the third quarter
of fiscal 2001 due entirely to a reduction in guest counts.

Product. Product costs increased by $2.3 million to $11.2 million in the third
quarter of fiscal 2001 from $8.9 million in the third quarter of fiscal 2000.
Product costs as a percentage of restaurant sales decreased to 25.3% in the
third quarter of fiscal 2001 from 26.5% in the third quarter of fiscal 2000.
This decrease resulted primarily from the increased sales of baked specialty
items, management's efforts to control product costs, especially at new
restaurants, purchasing contracts with improved pricing, and the price increase
implemented at the beginning of fiscal 2001. We expect product costs in the
fourth quarter of fiscal 2001 to decrease as a percentage of sales from the
fourth quarter of fiscal 2000.

Labor. Labor costs increased by $3.8 million to $14.4 million in the third
quarter of fiscal 2001 from $10.6 million in the third quarter of fiscal 2000.
Labor costs increased as a percentage of restaurant sales to 32.6% in the third
quarter of fiscal 2001 from 31.8% in the third quarter of fiscal 2000. This
increase in labor costs, which include relatively fixed management labor and
benefits, as a percentage of sales was primarily due to the decrease in average
weekly restaurant sales. We expect labor costs in the fourth quarter of fiscal
2001 to increase as a percentage of sales from the fourth quarter of fiscal 2000
due to the extra week of sales in the fourth quarter of fiscal 2000.

Direct and Occupancy. Direct and occupancy costs increased by $3.8 million to
$10.5 million in the third quarter of fiscal 2001 from $6.7 million in the third
quarter of fiscal 2000. Direct and occupancy costs as a percentage of restaurant
sales increased to 23.8% in the third quarter of fiscal 2001 from 20.1% in the
third quarter of fiscal 2000. This increase in direct and occupancy costs, which
are primarily fixed in nature, as a percentage of sales was primarily due to
declining average weekly restaurant sales. We expect direct and occupancy costs
in the fourth quarter of fiscal 2001 to increase as a percentage of sales over
the fourth quarter of fiscal 2000.

Depreciation and Amortization. Depreciation and amortization expenses increased
by $1.0 million to $2.6 million in the third quarter of fiscal 2001 from $1.6
million in the third quarter of fiscal 2000. This increase was primarily the
result of depreciation recognized on capital expenditures for new restaurants.

General and Administrative. General and administrative expenses increased by
$784,000 to $2,613,000 in the third quarter of fiscal 2001 from $1,829,000 in
the third quarter of fiscal 2000. General and administrative expenses as a
percentage of restaurant sales increased to 5.9% in the third quarter of fiscal
2001 from 5.5% in the third quarter of fiscal 2000. The increase in general and
administrative expenses as a percentage of sales is primarily due to the
decrease in average weekly restaurant sales. We expect general and
administrative expenses in the fourth quarter of fiscal 2001 to increase in
dollar amount and as a percentage of sales from the fourth quarter of fiscal
2000.

Preopening. Preopening costs decreased by $675,000 to $713,000 in the third
quarter of fiscal 2001 from $1,388,000 in the third quarter of fiscal 2000.
Preopening costs decreased as a percentage of sales to 1.6% in the third quarter
of fiscal 2001 from 4.2% in the third quarter of fiscal 2000. The decrease in
preopening costs as a percentage of sales was due to the opening of four
restaurants in the third quarter of fiscal 2001 compared to seven restaurants in
the third quarter of fiscal 2000, management's efforts to reduce these costs,
and to increased sales on a larger base of restaurants. We expect preopening
costs in the fourth quarter of fiscal 2001 to decrease in dollars and as a
percentage of sales from the fourth quarter of fiscal 2000.

Interest Income (Expense). Net interest income decreased by $34,000 to $124,000
in the third quarter of fiscal 2001 from $158,000 in the third quarter of fiscal
2000. The decrease in net interest income resulted from less invested assets
during the third quarter of fiscal 2001 than during the third quarter of fiscal
2000 and due to declining interest income rates. We expect net interest income
in the fourth quarter of fiscal 2001 to decrease slightly as a percentage of
sales from the fourth quarter of fiscal 2000.

                                       8
<PAGE>

Provision for Income Taxes. The provision for income taxes in the third quarter
of fiscal 2001 represents our estimate of our income tax rate for fiscal 2001.
Our tax rate has increased from fiscal 2000 primarily due to increased state
income taxes and the reduced impact of the income tax credit we receive for
social security paid on reported tips. We expect income taxes to be
approximately 36% of pre-tax income for fiscal 2001.

Thirty-Nine Weeks Ended September 24, 2000 Compared to the Thirty-Nine Weeks
Ended September 30, 2001

Restaurant Sales. Restaurant sales increased by $37.3 million, or 41.5%, to
$127.3 million in the first three quarters of fiscal 2001 from $90.0 million in
the first three quarters of fiscal 2000. The increase resulted from sales in our
new restaurants. Comparable restaurant sales decreased by 0.5% in the first
three quarters of fiscal 2001 compared to the prior fiscal year period, due to a
reduction in guest counts.

Product. Product costs increased by $8.4 million to $32.2 million in the first
three quarters of fiscal 2001 from $23.8 million in the first three quarters of
fiscal 2000. Product costs as a percentage of restaurant sales decreased to
25.3% in the first three quarters of fiscal 2001 from 26.5% in the first three
quarters of fiscal 2000. This decrease resulted primarily from the increased
sales of baked specialty items, purchasing contracts with improved pricing,
management's efforts to control products costs, especially at new restaurants,
and the price increase implemented at the beginning of fiscal 2001.

Labor. Labor costs increased by $11.5 million to $40.4 million in the first
three quarters of fiscal 2001 from $28.9 million in the first three quarters of
fiscal 2000. Labor costs decreased as a percentage of restaurant sales to 31.8%
in the first three quarters of fiscal 2001 from 32.1% in the first three
quarters of fiscal 2000. This decrease as a percentage of sales was primarily a
result of increased staffing efficiencies in hourly labor, particularly at new
restaurants, and to the price increase implemented at the beginning of fiscal
2001.

Direct and Occupancy. Direct and occupancy costs increased by $11.1 million to
$28.8 million in the first three quarters of fiscal 2001 from $17.7 million in
the first three quarters of fiscal 2000. Direct and occupancy costs as a
percentage of restaurant sales increased to 22.6% in the first three quarters of
fiscal 2001 from 19.7% in the first three quarters of fiscal 2000. This increase
as a percentage of sales was primarily due to decreases in average weekly
restaurant sales.

Depreciation and Amortization. Depreciation and amortization expenses increased
by $2.5 million to $6.9 million in the first three quarters of fiscal 2001 from
$4.4 million in the first three quarters of fiscal 2000. This increase was
primarily the result of depreciation recognized on capital expenditures for new
restaurants.

General and Administrative. General and administrative expenses increased by
$2.2 million to $7.6 million in the first three quarters of fiscal 2001 from
$5.4 million in the first three quarters of fiscal 2000. General and
administrative expenses as a percentage of restaurant sales remained constant at
6.0% in the first three quarters of fiscal 2001 and 2000.

Preopening. Preopening costs decreased by $854,000 to $2,961,000 in the first
three quarters of fiscal 2001 from $3,815,000 in the first three quarters of
fiscal 2000. Preopening costs decreased as a percentage of sales to 2.3% in the
first three quarters of fiscal 2001 from 4.2% in the first three quarters of
fiscal 2000.

Interest Income (Expense). Net interest income increased by $323,000 to $389,000
in the first three quarters of fiscal 2001 from $66,000 in the first three
quarters of fiscal 2000. The increase in net interest income in the first three
quarters of fiscal 2001 primarily resulted from the investment of approximately
$31.4 million in proceeds from our private equity placement in March 2001 and
minimal borrowings under our line of credit facility.

Provision for Income Taxes. The provision for income taxes in the first three
quarters of fiscal 2001 represents our estimate of our income tax rate for
fiscal 2001. Our tax rate has increased from fiscal 2000 due to increased state
income taxes and the reduced impact of the income tax credit we receive for
social security paid on reported tips.

                                       9
<PAGE>

Liquidity and Capital Resources

Net cash provided by operating activities was $9.2 million for the first three
quarters of fiscal 2001 compared to $5.0 million for the first three quarters of
fiscal 2000. We expect to continue to generate cash from operating activities in
future periods.

We use cash primarily to fund the development and construction of new
restaurants. Capital expenditures were $37.3 million for the first three
quarters of fiscal 2001 compared with $31.7 million for the first three quarters
of fiscal 2000. We opened 17 new restaurants in the first three quarters of
fiscal 2001 compared to 16 new restaurants in the first three quarters of fiscal
2000.

Net cash provided by financing operations was $31.7 million for the first three
quarters of fiscal 2001 compared with $35.1 million for the first three quarters
of fiscal 2000. Financing activities in the first three quarters of fiscal 2001
consisted primarily of the receipt of approximately $31.4 million from the
private placement of approximately 1.8 million shares of our common stock in
March 2001. Financing activities in the first three quarters of fiscal 2000
consisted primarily of borrowings on our line of credit financings and
completion of our secondary offering in April 2000. At September 30, 2001, we
had a $20 million line of credit, with no amounts outstanding. The agreement
provides that it may be increased to $25 million upon the occurrence of certain
events. The line of credit expires in December 2003 and bears interest at the
lower of our lender's reference rate plus 0.0% to 0.50% or LIBOR plus 1.50% to
2.00% (3.50% to 4.00% at November 9, 2001), dependent upon our meeting certain
financial ratios. We are required to pay 0.25% to 0.50% on all unused line of
credit funds. The credit agreement contains covenants that place restrictions on
sales of properties, transactions with affiliates, creation of additional debt
and other customary covenants. Borrowings under the credit agreement are
collateralized by substantially all of our assets.

Our capital requirements, including development costs related to the opening of
additional restaurants, have been and will continue to be significant. We will
need substantial capital to finance our expansion plans, which require funds for
capital expenditures, preopening costs and initial operating losses related to
new restaurant openings. The adequacy of available funds and our future capital
requirements will depend on many factors, including the pace of expansion, the
costs of capital expenditures for new restaurant development and the nature of
contributions, loans and other arrangements negotiated with landlords. Although
we can make no assurance, we believe that current assets, cash flow from
operations and other available borrowings will be sufficient to fund our capital
requirements through the year 2002. To fund future operations, we may need to
raise additional capital through public or private equity or debt financing to
continue our growth. In addition, we may from time to time consider acquiring
the operations of other restaurants. We may obtain additional equity or debt
financing to fund such acquisitions. The sale of additional equity or debt
securities could result in additional dilution to our shareholders. We cannot
predict whether additional capital will be available on favorable terms, if at
all.

Inflation

The primary inflationary factors affecting our operations are food and labor
costs. A large number of our restaurant personnel are paid at rates based on the
applicable minimum wage, and increases in the minimum wage directly affect our
labor costs. To date, inflation has not had a material impact on our operating
results.

Disclosure Regarding Forward-Looking Statements

This Form 10-Q for the third quarter ended September 30, 2001 contains
forward-looking statements within the meaning of the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are based on the beliefs of our management as well as on assumptions
made by and information currently available to us at the time the statements
were made. When used in this Form 10-Q, the words "anticipate", "believe",
"estimate", "expect", "intend" and similar expressions, as they relate to us,
are intended to identify the forward-looking statements. Although we believe
that these statements are reasonable, you should be aware that actual results
could differ materially from those projected by the forward-looking statements.
Because actual results may differ, readers are cautioned not to place undue
reliance on forward-looking statements.

o        The actual number of restaurants opened during any period could be
         higher or lower than the projected amount based upon the timing and
         success of locating suitable sites, negotiating acceptable leases,
         managing construction and recruiting qualified operating personnel.
o        The effect of our price increase could be affected by changes in
         product and liquor mix.

                                       10
<PAGE>

o        Product costs could be adversely affected by increased distribution
         prices by SYSCO Corporation, our principal food supplier, or a failure
         to perform by SYSCO, as well as the availability of food and supplies
         from other sources, adverse weather conditions, governmental
         regulation, inflation and general economic conditions.
o        Labor costs could increase due to increases in the minimum wage as well
         as competition for qualified employees and the need to pay higher wages
         to attract a sufficient number of employees.
o        Direct and occupancy costs could be adversely affected by an inability
         to negotiate favorable lease terms, increasing utility costs, or
         general economic conditions.
o        General and administrative expenses could increase due to competition
         for qualified employees and the need to pay higher wages to attract
         sufficient employees as well as general economic conditions.
o        Our ability to generate interest income could be adversely affected by
         the rate of return on our investments and the amount we are able to
         invest.
o        Interest expense could be adversely affected by our need for additional
         borrowings on our credit facilities and an increase in interest rates.
o        Preopening expenses could increase due to additional restaurant
         openings, acceleration or delays in new restaurant openings or
         increased expenses in opening new restaurants.
o        Our ability to generate cash from operating activities could be
         adversely affected by increases in expenses as well as decreases in our
         average check and guest counts.
o        The borrowing availability under our current credit facility could be
         higher or lower due to increases or decreases in our financial
         performance, ability to maintain debt covenants, and other debt-related
         issues.
o        Our capital requirements through the year 2002 could be higher or lower
         due to increases or decreases in the amount of new restaurants we build
         or acquire and general economic conditions.
o        The actual federal and state income taxes paid could be higher or lower
         than projected based upon the amount of pre-tax income, changes in
         income taxes, or other conditions.
o        Additional factors that could cause actual results to differ include:
         risks associated with terrorism and our countries war on terrorism,
         risks associated with future growth; inability to achieve and manage
         planned expansion; fluctuations in operating results; the need for
         additional capital; risks associated with discretionary consumer
         spending; inability to compete with larger, more established
         competitors; potential labor shortages; our dependence on governmental
         licenses; weather and natural disasters; legal actions arising in the
         normal course of business, including complaints or litigation from
         guests; and the effects of FAS 141 on FAS 142 on our financial
         statements.

Our restaurants feature immigrant Southern Italian cuisine served family-style.
Our continued success depends, in part, upon the popularity of this type of
Italian cuisine and this style of informal dining. Shifts in consumer
preferences away from our cuisine or dining style could materially adversely
affect our future profitability. Also, our success depends to a significant
extent on numerous factors affecting discretionary consumer spending, including
economic conditions, disposable consumer income and consumer confidence. Adverse
changes in these factors could reduce guest traffic or impose practical limits
on pricing, either of which could materially adversely affect our business,
financial condition, operating results or cash flows.

We currently operate a significant number of our restaurants in California. In
the event of an acute power shortage, California has on some occasions
implemented, and may in the future continue to implement, rolling blackouts. We
currently do not have backup generators or alternate sources of power in the
event of a blackout. If blackouts interrupt the power supply at one or more of
our restaurants, those restaurants would be temporarily unable to continue
operations. Any interruption in our ability to continue operations at our
restaurants would result in lost revenue, which could harm our business and
results of operations. In addition, energy costs nationwide, including natural
gas and electricity, have risen and may continue to rise significantly in the
future. If we cannot pass along these costs to our customers, our margins will
suffer and our net income would decrease.

Certain of these risk factors are more fully discussed in our Annual Report on
Form 10-K for the period ended December 31, 2000. We caution you, however, that
the list of factors above may not be exhaustive and that those or other factors,
many of which are outside of our control, could have a material adverse effect
on us and our results of operations. All forward-looking statements attributable
to persons acting on our behalf or us are expressly qualified in their entirety
by the cautionary statements set forth here. We assume no obligation to publicly
release the results of any revision or updates to these forward-looking
statements to reflect future events or unanticipated occurrences.

                                       11
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates on borrowings under
our revolving line of credit that bears interest at the lower of the lending
bank's reference rate plus 0.0% to 0.50% or LIBOR plus 1.50% to 2.00%. Because
we do not believe that changes in interest rates from the maximum available
borrowings under the revolving line of credit are material, we do not believe
this risk will be material. We currently do not have any borrowings on our
revolving line of credit.

We have no derivative financial instruments or derivative commodity instruments
in our cash and cash equivalents and marketable securities. We invest our cash
and cash equivalents and marketable securities in investment grade, highly
liquid investments, consisting of money market instruments, bank certificates of
deposit, overnight investments in commercial paper, and short term government
and corporate bonds. We have invested the net proceeds from our private
placement in similar investment grade and highly liquid investments.

Many of the food products purchased by us are affected by commodity pricing and
are, therefore, subject to price volatility caused by weather, production
problems, delivery difficulties and other factors that are outside our control.
To control this risk in part, we have fixed price purchase commitments with
terms of one year or less for food and supplies from vendors who supply our
national food distributor. In addition, we believe that substantially all of our
food and supplies are available from several sources, which helps to control
food commodity risks. We believe we have the ability to increase menu prices, or
vary the menu items offered, if needed in response to a food product price
increases. To compensate for a hypothetical price increase of 10% for food and
supplies, we would need to increase menu prices by an average of 3%, which is
consistent with our average price increase of approximately 1% in fiscal 2001,
2% in fiscal 2000, and 3% in fiscal 1998. Accordingly, we believe that a
hypothetical 10% increase in food product costs would not have a material effect
on our operating results.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently subject to various legal actions arising in the normal course
of business, none of which are expected to have a material effect on our results
of operations, financial condition or cash flows.

Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults upon Senior Securities

None

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

None

Item 5.  Other Information

None

                                       12
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

<TABLE>
<CAPTION>
Exhibit No.                          Description                                         Method of Filing
-----------                          -----------                                         ----------------
<C>          <S>                                                                          <C>
     3.1     Amended and Restated Articles of Incorporation of the Company  (1)            Incorporated By
                                                                                                 Reference
     3.2     Amended and Restated Bylaws of the Company (2)                                Incorporated By
                                                                                                 Reference
     4.1     Specimen Common Stock Certificate (3)                                         Incorporated By
                                                                                                 Reference
     4.2     Securities Purchase Agreement dated as of October 13, 1998 between            Incorporated By
             the Company and the Purchasers (4)                                                  Reference
     4.3     Non-Statutory Stock Option Agreement between the Company and 1204             Incorporated By
             Harmon Partnership dated as of June 1, 1998 (5)                                     Reference
     4.4     Form of Stock Purchase Agreement dated as of February 26, 2001                Incorporated By
             among the Company and certain investors (6)                                         Reference
     10.1    Credit Agreement, dated as of August 28, 2001                            Filed Electronically
     10.2    First Amendment to Credit Agreement, dated as of November 1, 2001        Filed Electronically
</TABLE>

(1)      Incorporated by reference to Exhibit 3.4 to the Company's Registration
         Statement on Form S-1 (Registration No. 333-72593).
(2)      Incorporated by reference to Exhibit 3.5 to the Company's Registration
         Statement on Form S-1 (Registration No. 333-72593).
(3)      Incorporated by reference to the same numbered Exhibit to the Company's
         Registration Statement on Form S-1 (Registration No. 333-72593).
(4)      Incorporated by reference to Exhibit 10.17 to the Company's
         Registration Statement on Form S-1 (Registration No. 333-72593).
(5)      Incorporated by reference to Exhibit 10.15 to the Company's
         Registration Statement on Form S-1 (Registration No. 333-72593).
(6)      Incorporated by reference to Exhibit 4 to the Company's Current Report
         on Form 8-K, filed with the Securities and Exchange Commission on March
         2, 2001.


(b)      Reports on Form 8-K

         The Company filed with the Securities and Exchange Commission a Current
         Report on Form 8-K on October 5, 2001, disclosing under "Item 5 Other
         Events" certain information discussed in the Company's conference call
         held on October 4, 2001.

         The Company filed with the Securities and Exchange Commission a Current
         Report on Form 8-K on October 24, 2001, reporting under "Item 5 Other
         Events" that the Company issued a press release on October 23, 2001;
         disclosing under "Item 5 Other Events" certain information related to
         the Company's expected capital expenditures and new restaurant sales
         weeks discussed in the Company's conference call held on October 24,
         2001; and filing under "Item 7 Financial Statements and Exhibits" a
         copy of the press release, dated October 23, 2001.

                                       13
<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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.

                                        BUCA, Inc.
                                        (Registrant)


Date: November 13, 2001                 by:  /s/ Joseph P. Micatrotto
                                             -----------------------------------
                                                 Joseph P. Micatrotto,
                                                 Chairman, President and Chief
                                                 Executive Officer
                                                 (Principal Executive Officer)

Date: November 13, 2001                 by:  /s/ Greg A. Gadel
                                             -----------------------------------
                                                 Greg A. Gadel
                                                 Executive Vice President, Chief
                                                 Financial Officer, Secretary
                                                 and Treasurer
                                                 (Principal Financial Accounting
                                                 Officer)

                                       14
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{"company-data": {"conformed-name": "BUCA INC /MN", "cik": "0001046501", "assigned-sic": "5812", "irs-number": "411802364", "state-of-incorporation": "MN", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-25721", "film-number": "1784758"}, "business-address": {"street1": "1300 NICOLLET MALL", "street2": "SUITE 3043", "city": "MINNEAPOLIS", "state": "MN", "zip": "55403", "phone": "6122882382"}, "mail-address": {"street1": "1300 NICOLLET MALL", "street2": "SUITE 3043", "city": "MINNEAPOLIS", "state": "MN", "zip": "55403"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Quarterly Period Ended September 30, 2001.

                                       or

[_]      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 0-25721.

                                   BUCA, Inc.
             (Exact name of registrant as specified in its Charter)

               Minnesota                              41-1802364
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

                               1300 Nicollet Mall
                          Minneapolis, Minnesota 55403
               (Address of principal executive offices) (Zip Code)
                                 (612) 288-2382
              (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 equity, as of the latest practicable date: Common stock, $.01 par value,
16,271,269 shares as of November 13, 2001.
INDEX

                           BUCA, INC. AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets - December 31, 2000 and
         September 30, 2001..................................................3

         Consolidated Statements of Operations - Thirteen and
         Thirty-Nine Weeks Ended September 24, 2000 and
         September 30, 2001..................................................4

         Consolidated Statements of Cash Flows - Thirteen and
         Thirty-Nine Weeks Ended September 24, 2000 and
         September 30, 2001..................................................5

         Notes to Consolidated Financial Statements..........................6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...........................................7

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........12

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings..................................................12

Item 2.  Changes in Securities and Use of Proceeds..........................12

Item 3.  Defaults upon Senior Securities....................................12

Item 4.  Submission of Matters to a Vote of Security Holders................12

Item 5.  Other Information..................................................12

Item 6.  Exhibits and Reports on Form 8-K...................................13

SIGNATURES..................................................................14

                                       2
PART 1. -- FINANCIAL INFORMATION
Item 1.  Financial Statements

                           BUCA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
           (Unaudited, in thousands, except share and per share data)
December 31,  September 30,
                                                          2000           2001
                                                      ------------  -------------
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                             $   9,249      $   7,125
 Marketable securities                                                    5,000
 Accounts receivable                                       2,119          1,697
 Inventories                                               3,737          4,739
 Deferred income taxes                                       382            382
 Prepaid expenses and other                                2,345          1,926
                                                       ---------      ---------
       Total current assets                               17,832         20,869

PROPERTY AND EQUIPMENT, net                              102,186        131,083
OTHER ASSETS                                               3,419          4,215
                                                       ---------      ---------
                                                       $ 123,437      $ 156,167
                                                       =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                                      $   6,989      $   6,867
 Accrued expenses                                          9,825          5,420
 Current maturities of long-term debt                        100             15
                                                       ---------      ---------
       Total current liabilities                          16,914         12,302

LONG-TERM DEBT, less current maturities                    1,706            457
OTHER LIABILITIES                                            427            526

SHAREHOLDERS' EQUITY:
 Undesignated stock, 5,000,000 shares authorized,
   none issued or outstanding
 Common stock, $.01 par value-20,000,000 shares
   authorized; 14,228,490 and 16,265,653 shares
   issued and outstanding, respectively                      142            163
 Additional paid-in capital                              112,162        146,499
 Accumulated deficit                                      (7,129)        (2,918)
                                                       ---------      ---------
                                                         105,175        143,744
 Notes receivable from shareholders                         (785)          (862)
                                                       ---------      ---------
       Total shareholders' equity                        104,390        142,882
                                                       ---------      ---------
                                                       $ 123,437      $ 156,167
                                                       =========      =========
See notes to consolidated financial statements.

                                       3
BUCA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
           (Unaudited, in thousands, except share and per share data)
Thirteen Weeks Ended            Thirty-Nine Weeks Ended
                                                   ------------------------------    ------------------------------
                                                   September 24,    September 30,    September 24,    September 30,
                                                       2000             2001             2000              2001
                                                   -------------    -------------    -------------    -------------
Restaurant sales                                    $    33,438      $    44,156      $    89,959      $   127,322
Restaurant costs
   Product                                                8,866           11,160           23,797           32,206
   Labor                                                 10,617           14,386           28,852           40,433
   Direct and occupancy                                   6,717           10,529           17,699           28,807
   Depreciation and amortization                          1,590            2,568            4,403            6,861
                                                    -----------      -----------      -----------      -----------
      Total restaurant costs                             27,790           38,643           74,751          108,307
General and administrative expenses                       1,829            2,613            5,409            7,590
Preopening costs                                          1,388              713            3,815            2,961
Special charges                                                            2,147                             2,147
                                                    -----------      -----------      -----------      -----------
Operating income                                          2,431               40            5,984            6,317
Interest income                                             255              163              464              618
Interest expense                                            (97)             (39)            (398)            (229)
                                                    -----------      -----------      -----------      -----------
Income before income taxes                                2,589              164            6,050            6,706
Provision for income taxes                                 (907)             (61)          (2,117)          (2,494)
                                                    -----------      -----------      -----------      -----------
Net income                                          $     1,682      $       103      $     3,933      $     4,212
                                                    ===========      ===========      ===========      ===========

Net income per common share - basic:
Net income per share                                $      0.12      $      0.01      $      0.31      $      0.27
Weighted average common shares outstanding           14,149,507       16,263,504       12,742,461       15,785,858

Net income per share- diluted:
Net income per share                                $      0.12      $      0.01      $      0.30      $      0.26
Weighted average common shares assumed
   Outstanding                                       14,595,619       16,700,274       13,210,265       16,387,518
See notes to consolidated financial statements.

                                       4
BUCA, INC, AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)
Thirteen Weeks Ended            Thirty-Nine Weeks Ended
                                                   ------------------------------    ------------------------------
                                                   September 24,    September 30,    September 24,    September 30,
                                                       2000             2001             2000              2001
                                                   -------------    -------------    -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                         $  1,682       $    103          $  3,933         $  4,212
   Adjustments to reconcile net income to net cash
    provided by operating activities
     Depreciation and amortization                       1,590          2,568             4,403            6,861
     Special charges - impairment of assets                             1,816                              1,816
     Deferred income taxes                                 808                            1,406
     Tax benefit on stock option exercises                                                                   914
     Change in assets and liabilities:
       Accounts receivable                                 (82)          (107)             (490)             422
       Inventories                                        (471)           (98)           (1,204)          (1,002)
       Prepaid expenses and other                       (2,665)           768            (2,718)             419
       Accounts payable                                    775           (575)            1,058             (122)
       Accrued expenses                                  1,038           (547)           (1,155)          (4,405)
       Other                                              (265)            39              (202)              99
                                                      --------       --------          --------         --------
          Net cash provided by operating activities      2,410          3,967             5,031            9,214

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                   (6,577)       (10,096)          (31,686)         (37,291)
   Purchase of available-for-sale investments                          (5,000)          (23,932)         (16,415)
   Sale and maturity of available-for-sale investments                  4,512            21,974           11,415
   (Increase) decrease in other assets                    (340)            89               259             (727)
                                                      --------       --------          --------         --------
          Net cash used in investing activities         (6,917)       (10,495)          (33,385)         (43,018)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from line of credit borrowings                                               12,500            2,900
   Payments for line of credit borrowings                                               (12,500)          (2,900)
   Proceeds from issuance of long-term debt                                                 800
   Principal payments on long-term debt                    (22)            (3)              (49)          (1,334)
   Loan acquisition costs                                                (221)              (81)            (353)
   Collection on notes receivable from shareholders         46            132               106              263
   Net proceeds from issuance of common stock              357           (291)           34,340           33,104
                                                      --------       --------          --------         --------
          Net cash provided by (used in) financing
          activities                                       381           (383)           35,116           31,680

NET CHANGE IN CASH AND CASH EQUIVALENTS                 (4,126)        (6,911)            6,762           (2,124)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        12,614         14,036             1,726            9,249
                                                      --------       --------          --------         --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $  8,488       $  7,125          $  8,488         $  7,125
                                                      ========       ========          ========         ========
See notes to consolidated financial statements.

                                       5
BUCA, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.       NATURE OF BUSINESS AND BASIS OF PRESENTATION

BUCA, Inc. and subsidiaries ("we", "us", or "our") develops and operates
family-style, immigrant Southern Italian restaurants located in 22 states and
the District of Columbia under the name of BUCA di BEPPO.

The accompanying financial statements have been prepared by us without audit and
reflect all adjustments, consisting of normal recurring adjustments, which are,
in the opinion of management, necessary for a fair statement of financial
position and the results of operations for the interim periods. The statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America (generally accepted accounting principles) and
with the regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures, normally included in financial statements
prepared in accordance with generally accepted accounting principles, have been
condensed or omitted pursuant to such SEC rules and regulations. Operating
results for the thirty-nine weeks ended September 30, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 30,
2001.

The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the financial statements
and notes for the fiscal year ended December 31, 2000 included in our Annual
Report on Form 10-K.

On June 29, 2001, the Financial Accounting Standards Board approved Statements
of Financial Accounting Standards No. 141 (FAS 141), Business Combinations, and
No. 142 (FAS 142), Goodwill and Intangible Assets. FAS 141 requires that all
business combinations subsequent to June 30, 2001 be accounted for under the
purchase method of accounting. FAS 142 requires cessation of goodwill
amortization and periodic evaluation of the goodwill carrying value. The
provisions of FAS 142 will be effective for fiscal years beginning after
December 15, 2001. We do not believe FAS 141 or FAS 142 will have a material
impact on our financial statements.

2.       NET INCOME PER SHARE

Basic income per share is computed by dividing net income by the weighted
average number of common shares outstanding. Diluted income per share assumes
conversion of the convertible subordinated debentures as of the beginning of the
year and exercise of stock options and warrants using the treasury stock method,
if dilutive.

3.       SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental cash flow information for the period ended (in
thousands):
Thirteen Weeks Ended       Thirty-Nine Weeks Ended
                                                          ------------------------     -----------------------
                                                          September      September     September    September
                                                          24, 2000       30, 2001      24, 2000      30, 2001
                                                          --------       --------      --------     ---------
Cash paid during period for:
        Interest                                            $ 69           $ 72           $372        $  227
        Income taxes                                          77            116            211         1,268
Non-cash investing and financing activities:
        Shareholder receivable from issuance of               80             60            360           460
            common stock
        Shareholder receivable reduction due to               20                           120           120
            retirement of stock
        Conversion of convertible subordinated                                             660
            debentures to common stock
6
Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

General

At September 30, 2001 we owned and operated 68 full service, dinner-only
restaurants that offer high quality, immigrant Southern Italian cuisine served
family-style in large portions in a fun and energetic atmosphere that parodies
the decor and ambiance of post-War Italian/American restaurants. Since late
1996, we have pursued a rapid but disciplined expansion strategy, opening two
restaurants in 1996, five in 1997, eight in 1998, 15 in 1999 and 17 in each of
2000 and 2001. We intend to open 14 new restaurants in fiscal 2002, of which all
have signed leases and eight are under construction.

Beginning in fiscal 2001, we have added a baked specialties menu to each of our
restaurants. These specialties are offered every day to our customers. The baked
specialty menu includes some of our most popular baked specials (currently Baked
Ravioli, Cannelloni, Manicotti, and Stuffed Shells). These baked specialties
currently represent approximately 10% of our food sales. Besides the baked
specialties, every restaurant offers from two to five specials every day. These
daily specials are selected from a list of approximately 70 recipes. Both the
baked specialties and daily specials are priced higher than normal menu items
and generate higher margins.

Our restaurant sales are comprised almost entirely of the sales of food and
beverages. Product costs include the costs of food and beverages. Labor costs
include direct hourly and management wages, bonuses, taxes and benefits for
restaurant employees. Direct and occupancy costs include restaurant supplies,
marketing costs, rent, utilities, real estate taxes, repairs and maintenance and
other related costs. Depreciation and amortization principally includes
depreciation on capital expenditures for restaurants. General and administrative
expenses are composed of expenses associated with all corporate and
administrative functions that support existing operations, management and staff
salaries, employee benefits, travel, information systems and training and market
research. Preopening costs consist of direct costs related to hiring and
training the initial restaurant workforce and certain other direct costs
associated with opening new restaurants. Special charges include an asset
impairment charge of approximately $1.8 million primarily related to our lowest
sales volume restaurant and other expenses related to the tragic events of
September 11, 2001. Interest expense includes the cost of interest expense on
debt. Interest income includes the interest income on invested assets.

Results of Operations

Our operating results for the thirteen and thirty-nine week periods ended
September 24, 2000 and September 30, 2001 expressed as a percentage of
restaurant sales were as follows:
Thirteen Weeks Ended             Thirty-Nine Weeks Ended
                                                   --------------------------------  ------------------------------
                                                    September 24,   September 30,     September 24,   September 30,
                                                        2000            2001              2000            2001
                                                   --------------------------------  ------------------------------
Restaurant sales                                        100.0%         100.0%            100.0%          100.0%
Restaurant costs
   Product                                               26.5%          25.3%             26.5%           25.3%
   Labor                                                 31.8%          32.6%             32.1%           31.8%
   Direct and occupancy                                  20.1%          23.8%             19.7%           22.6%
   Depreciation and amortization                          4.8%           5.8%              4.9%            5.4%
                                                   ---------------------------       ------------------------------
       Total restaurant costs                            83.1%          87.5%             83.1%           85.1%
General and administrative expenses                       5.5%           5.9%              6.0%            6.0%
Preopening costs                                          4.2%           1.6%              4.2%            2.3%
Special charges                                           0.0%           4.9%              0.0%            1.7%
                                                   ---------------------------       ------------------------------
Operating income                                          7.3%           0.1%              6.7%            5.0%
Interest income                                           0.8%           0.4%              0.5%            0.5%
Interest expense                                         (0.3)%         (0.1)%            (0.4)%          (0.2)%
                                                   ---------------------------       ------------------------------
Income before income taxes                                7.7%           0.4%              6.7%            5.3%
Provision for income taxes                               (2.7)%         (0.1)%            (2.4)%          (2.0)%
                                                   ---------------------------       ------------------------------
Net income                                                5.0%           0.2%              4.4%            3.3%
                                                   ===========================       ==============================
7
Thirteen Weeks Ended September 24, 2000 Compared to the Thirteen Weeks Ended
September 30, 2001

Restaurant Sales. Restaurant sales increased by $10.8 million, or 32.1%, to
$44.2 million in the third quarter of fiscal 2001 from $33.4 million in the
third quarter of fiscal 2000. The increase was the result of sales from new
restaurants. Comparable restaurant sales decreased by 3.8% in the third quarter
of fiscal 2001 due entirely to a reduction in guest counts.

Product. Product costs increased by $2.3 million to $11.2 million in the third
quarter of fiscal 2001 from $8.9 million in the third quarter of fiscal 2000.
Product costs as a percentage of restaurant sales decreased to 25.3% in the
third quarter of fiscal 2001 from 26.5% in the third quarter of fiscal 2000.
This decrease resulted primarily from the increased sales of baked specialty
items, management's efforts to control product costs, especially at new
restaurants, purchasing contracts with improved pricing, and the price increase
implemented at the beginning of fiscal 2001. We expect product costs in the
fourth quarter of fiscal 2001 to decrease as a percentage of sales from the
fourth quarter of fiscal 2000.

Labor. Labor costs increased by $3.8 million to $14.4 million in the third
quarter of fiscal 2001 from $10.6 million in the third quarter of fiscal 2000.
Labor costs increased as a percentage of restaurant sales to 32.6% in the third
quarter of fiscal 2001 from 31.8% in the third quarter of fiscal 2000. This
increase in labor costs, which include relatively fixed management labor and
benefits, as a percentage of sales was primarily due to the decrease in average
weekly restaurant sales. We expect labor costs in the fourth quarter of fiscal
2001 to increase as a percentage of sales from the fourth quarter of fiscal 2000
due to the extra week of sales in the fourth quarter of fiscal 2000.

Direct and Occupancy. Direct and occupancy costs increased by $3.8 million to
$10.5 million in the third quarter of fiscal 2001 from $6.7 million in the third
quarter of fiscal 2000. Direct and occupancy costs as a percentage of restaurant
sales increased to 23.8% in the third quarter of fiscal 2001 from 20.1% in the
third quarter of fiscal 2000. This increase in direct and occupancy costs, which
are primarily fixed in nature, as a percentage of sales was primarily due to
declining average weekly restaurant sales. We expect direct and occupancy costs
in the fourth quarter of fiscal 2001 to increase as a percentage of sales over
the fourth quarter of fiscal 2000.

Depreciation and Amortization. Depreciation and amortization expenses increased
by $1.0 million to $2.6 million in the third quarter of fiscal 2001 from $1.6
million in the third quarter of fiscal 2000. This increase was primarily the
result of depreciation recognized on capital expenditures for new restaurants.

General and Administrative. General and administrative expenses increased by
$784,000 to $2,613,000 in the third quarter of fiscal 2001 from $1,829,000 in
the third quarter of fiscal 2000. General and administrative expenses as a
percentage of restaurant sales increased to 5.9% in the third quarter of fiscal
2001 from 5.5% in the third quarter of fiscal 2000. The increase in general and
administrative expenses as a percentage of sales is primarily due to the
decrease in average weekly restaurant sales. We expect general and
administrative expenses in the fourth quarter of fiscal 2001 to increase in
dollar amount and as a percentage of sales from the fourth quarter of fiscal
2000.

Preopening. Preopening costs decreased by $675,000 to $713,000 in the third
quarter of fiscal 2001 from $1,388,000 in the third quarter of fiscal 2000.
Preopening costs decreased as a percentage of sales to 1.6% in the third quarter
of fiscal 2001 from 4.2% in the third quarter of fiscal 2000. The decrease in
preopening costs as a percentage of sales was due to the opening of four
restaurants in the third quarter of fiscal 2001 compared to seven restaurants in
the third quarter of fiscal 2000, management's efforts to reduce these costs,
and to increased sales on a larger base of restaurants. We expect preopening
costs in the fourth quarter of fiscal 2001 to decrease in dollars and as a
percentage of sales from the fourth quarter of fiscal 2000.

Interest Income (Expense). Net interest income decreased by $34,000 to $124,000
in the third quarter of fiscal 2001 from $158,000 in the third quarter of fiscal
2000. The decrease in net interest income resulted from less invested assets
during the third quarter of fiscal 2001 than during the third quarter of fiscal
2000 and due to declining interest income rates. We expect net interest income
in the fourth quarter of fiscal 2001 to decrease slightly as a percentage of
sales from the fourth quarter of fiscal 2000.

                                       8
Provision for Income Taxes. The provision for income taxes in the third quarter
of fiscal 2001 represents our estimate of our income tax rate for fiscal 2001.
Our tax rate has increased from fiscal 2000 primarily due to increased state
income taxes and the reduced impact of the income tax credit we receive for
social security paid on reported tips. We expect income taxes to be
approximately 36% of pre-tax income for fiscal 2001.

Thirty-Nine Weeks Ended September 24, 2000 Compared to the Thirty-Nine Weeks
Ended September 30, 2001

Restaurant Sales. Restaurant sales increased by $37.3 million, or 41.5%, to
$127.3 million in the first three quarters of fiscal 2001 from $90.0 million in
the first three quarters of fiscal 2000. The increase resulted from sales in our
new restaurants. Comparable restaurant sales decreased by 0.5% in the first
three quarters of fiscal 2001 compared to the prior fiscal year period, due to a
reduction in guest counts.

Product. Product costs increased by $8.4 million to $32.2 million in the first
three quarters of fiscal 2001 from $23.8 million in the first three quarters of
fiscal 2000. Product costs as a percentage of restaurant sales decreased to
25.3% in the first three quarters of fiscal 2001 from 26.5% in the first three
quarters of fiscal 2000. This decrease resulted primarily from the increased
sales of baked specialty items, purchasing contracts with improved pricing,
management's efforts to control products costs, especially at new restaurants,
and the price increase implemented at the beginning of fiscal 2001.

Labor. Labor costs increased by $11.5 million to $40.4 million in the first
three quarters of fiscal 2001 from $28.9 million in the first three quarters of
fiscal 2000. Labor costs decreased as a percentage of restaurant sales to 31.8%
in the first three quarters of fiscal 2001 from 32.1% in the first three
quarters of fiscal 2000. This decrease as a percentage of sales was primarily a
result of increased staffing efficiencies in hourly labor, particularly at new
restaurants, and to the price increase implemented at the beginning of fiscal
2001.

Direct and Occupancy. Direct and occupancy costs increased by $11.1 million to
$28.8 million in the first three quarters of fiscal 2001 from $17.7 million in
the first three quarters of fiscal 2000. Direct and occupancy costs as a
percentage of restaurant sales increased to 22.6% in the first three quarters of
fiscal 2001 from 19.7% in the first three quarters of fiscal 2000. This increase
as a percentage of sales was primarily due to decreases in average weekly
restaurant sales.

Depreciation and Amortization. Depreciation and amortization expenses increased
by $2.5 million to $6.9 million in the first three quarters of fiscal 2001 from
$4.4 million in the first three quarters of fiscal 2000. This increase was
primarily the result of depreciation recognized on capital expenditures for new
restaurants.

General and Administrative. General and administrative expenses increased by
$2.2 million to $7.6 million in the first three quarters of fiscal 2001 from
$5.4 million in the first three quarters of fiscal 2000. General and
administrative expenses as a percentage of restaurant sales remained constant at
6.0% in the first three quarters of fiscal 2001 and 2000.

Preopening. Preopening costs decreased by $854,000 to $2,961,000 in the first
three quarters of fiscal 2001 from $3,815,000 in the first three quarters of
fiscal 2000. Preopening costs decreased as a percentage of sales to 2.3% in the
first three quarters of fiscal 2001 from 4.2% in the first three quarters of
fiscal 2000.

Interest Income (Expense). Net interest income increased by $323,000 to $389,000
in the first three quarters of fiscal 2001 from $66,000 in the first three
quarters of fiscal 2000. The increase in net interest income in the first three
quarters of fiscal 2001 primarily resulted from the investment of approximately
$31.4 million in proceeds from our private equity placement in March 2001 and
minimal borrowings under our line of credit facility.

Provision for Income Taxes. The provision for income taxes in the first three
quarters of fiscal 2001 represents our estimate of our income tax rate for
fiscal 2001. Our tax rate has increased from fiscal 2000 due to increased state
income taxes and the reduced impact of the income tax credit we receive for
social security paid on reported tips.

                                       9
Liquidity and Capital Resources

Net cash provided by operating activities was $9.2 million for the first three
quarters of fiscal 2001 compared to $5.0 million for the first three quarters of
fiscal 2000. We expect to continue to generate cash from operating activities in
future periods.

We use cash primarily to fund the development and construction of new
restaurants. Capital expenditures were $37.3 million for the first three
quarters of fiscal 2001 compared with $31.7 million for the first three quarters
of fiscal 2000. We opened 17 new restaurants in the first three quarters of
fiscal 2001 compared to 16 new restaurants in the first three quarters of fiscal
2000.

Net cash provided by financing operations was $31.7 million for the first three
quarters of fiscal 2001 compared with $35.1 million for the first three quarters
of fiscal 2000. Financing activities in the first three quarters of fiscal 2001
consisted primarily of the receipt of approximately $31.4 million from the
private placement of approximately 1.8 million shares of our common stock in
March 2001. Financing activities in the first three quarters of fiscal 2000
consisted primarily of borrowings on our line of credit financings and
completion of our secondary offering in April 2000. At September 30, 2001, we
had a $20 million line of credit, with no amounts outstanding. The agreement
provides that it may be increased to $25 million upon the occurrence of certain
events. The line of credit expires in December 2003 and bears interest at the
lower of our lender's reference rate plus 0.0% to 0.50% or LIBOR plus 1.50% to
2.00% (3.50% to 4.00% at November 9, 2001), dependent upon our meeting certain
financial ratios. We are required to pay 0.25% to 0.50% on all unused line of
credit funds. The credit agreement contains covenants that place restrictions on
sales of properties, transactions with affiliates, creation of additional debt
and other customary covenants. Borrowings under the credit agreement are
collateralized by substantially all of our assets.

Our capital requirements, including development costs related to the opening of
additional restaurants, have been and will continue to be significant. We will
need substantial capital to finance our expansion plans, which require funds for
capital expenditures, preopening costs and initial operating losses related to
new restaurant openings. The adequacy of available funds and our future capital
requirements will depend on many factors, including the pace of expansion, the
costs of capital expenditures for new restaurant development and the nature of
contributions, loans and other arrangements negotiated with landlords. Although
we can make no assurance, we believe that current assets, cash flow from
operations and other available borrowings will be sufficient to fund our capital
requirements through the year 2002. To fund future operations, we may need to
raise additional capital through public or private equity or debt financing to
continue our growth. In addition, we may from time to time consider acquiring
the operations of other restaurants. We may obtain additional equity or debt
financing to fund such acquisitions. The sale of additional equity or debt
securities could result in additional dilution to our shareholders. We cannot
predict whether additional capital will be available on favorable terms, if at
all.

Inflation

The primary inflationary factors affecting our operations are food and labor
costs. A large number of our restaurant personnel are paid at rates based on the
applicable minimum wage, and increases in the minimum wage directly affect our
labor costs. To date, inflation has not had a material impact on our operating
results.

Disclosure Regarding Forward-Looking Statements

This Form 10-Q for the third quarter ended September 30, 2001 contains
forward-looking statements within the meaning of the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are based on the beliefs of our management as well as on assumptions
made by and information currently available to us at the time the statements
were made. When used in this Form 10-Q, the words "anticipate", "believe",
"estimate", "expect", "intend" and similar expressions, as they relate to us,
are intended to identify the forward-looking statements. Although we believe
that these statements are reasonable, you should be aware that actual results
could differ materially from those projected by the forward-looking statements.
Because actual results may differ, readers are cautioned not to place undue
reliance on forward-looking statements.

o        The actual number of restaurants opened during any period could be
         higher or lower than the projected amount based upon the timing and
         success of locating suitable sites, negotiating acceptable leases,
         managing construction and recruiting qualified operating personnel.
o        The effect of our price increase could be affected by changes in
         product and liquor mix.

                                       10
o        Product costs could be adversely affected by increased distribution
         prices by SYSCO Corporation, our principal food supplier, or a failure
         to perform by SYSCO, as well as the availability of food and supplies
         from other sources, adverse weather conditions, governmental
         regulation, inflation and general economic conditions.
o        Labor costs could increase due to increases in the minimum wage as well
         as competition for qualified employees and the need to pay higher wages
         to attract a sufficient number of employees.
o        Direct and occupancy costs could be adversely affected by an inability
         to negotiate favorable lease terms, increasing utility costs, or
         general economic conditions.
o        General and administrative expenses could increase due to competition
         for qualified employees and the need to pay higher wages to attract
         sufficient employees as well as general economic conditions.
o        Our ability to generate interest income could be adversely affected by
         the rate of return on our investments and the amount we are able to
         invest.
o        Interest expense could be adversely affected by our need for additional
         borrowings on our credit facilities and an increase in interest rates.
o        Preopening expenses could increase due to additional restaurant
         openings, acceleration or delays in new restaurant openings or
         increased expenses in opening new restaurants.
o        Our ability to generate cash from operating activities could be
         adversely affected by increases in expenses as well as decreases in our
         average check and guest counts.
o        The borrowing availability under our current credit facility could be
         higher or lower due to increases or decreases in our financial
         performance, ability to maintain debt covenants, and other debt-related
         issues.
o        Our capital requirements through the year 2002 could be higher or lower
         due to increases or decreases in the amount of new restaurants we build
         or acquire and general economic conditions.
o        The actual federal and state income taxes paid could be higher or lower
         than projected based upon the amount of pre-tax income, changes in
         income taxes, or other conditions.
o        Additional factors that could cause actual results to differ include:
         risks associated with terrorism and our countries war on terrorism,
         risks associated with future growth; inability to achieve and manage
         planned expansion; fluctuations in operating results; the need for
         additional capital; risks associated with discretionary consumer
         spending; inability to compete with larger, more established
         competitors; potential labor shortages; our dependence on governmental
         licenses; weather and natural disasters; legal actions arising in the
         normal course of business, including complaints or litigation from
         guests; and the effects of FAS 141 on FAS 142 on our financial
         statements.

Our restaurants feature immigrant Southern Italian cuisine served family-style.
Our continued success depends, in part, upon the popularity of this type of
Italian cuisine and this style of informal dining. Shifts in consumer
preferences away from our cuisine or dining style could materially adversely
affect our future profitability. Also, our success depends to a significant
extent on numerous factors affecting discretionary consumer spending, including
economic conditions, disposable consumer income and consumer confidence. Adverse
changes in these factors could reduce guest traffic or impose practical limits
on pricing, either of which could materially adversely affect our business,
financial condition, operating results or cash flows.

We currently operate a significant number of our restaurants in California. In
the event of an acute power shortage, California has on some occasions
implemented, and may in the future continue to implement, rolling blackouts. We
currently do not have backup generators or alternate sources of power in the
event of a blackout. If blackouts interrupt the power supply at one or more of
our restaurants, those restaurants would be temporarily unable to continue
operations. Any interruption in our ability to continue operations at our
restaurants would result in lost revenue, which could harm our business and
results of operations. In addition, energy costs nationwide, including natural
gas and electricity, have risen and may continue to rise significantly in the
future. If we cannot pass along these costs to our customers, our margins will
suffer and our net income would decrease.

Certain of these risk factors are more fully discussed in our Annual Report on
Form 10-K for the period ended December 31, 2000. We caution you, however, that
the list of factors above may not be exhaustive and that those or other factors,
many of which are outside of our control, could have a material adverse effect
on us and our results of operations. All forward-looking statements attributable
to persons acting on our behalf or us are expressly qualified in their entirety
by the cautionary statements set forth here. We assume no obligation to publicly
release the results of any revision or updates to these forward-looking
statements to reflect future events or unanticipated occurrences.

                                       11
Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates on borrowings under
our revolving line of credit that bears interest at the lower of the lending
bank's reference rate plus 0.0% to 0.50% or LIBOR plus 1.50% to 2.00%. Because
we do not believe that changes in interest rates from the maximum available
borrowings under the revolving line of credit are material, we do not believe
this risk will be material. We currently do not have any borrowings on our
revolving line of credit.

We have no derivative financial instruments or derivative commodity instruments
in our cash and cash equivalents and marketable securities. We invest our cash
and cash equivalents and marketable securities in investment grade, highly
liquid investments, consisting of money market instruments, bank certificates of
deposit, overnight investments in commercial paper, and short term government
and corporate bonds. We have invested the net proceeds from our private
placement in similar investment grade and highly liquid investments.

Many of the food products purchased by us are affected by commodity pricing and
are, therefore, subject to price volatility caused by weather, production
problems, delivery difficulties and other factors that are outside our control.
To control this risk in part, we have fixed price purchase commitments with
terms of one year or less for food and supplies from vendors who supply our
national food distributor. In addition, we believe that substantially all of our
food and supplies are available from several sources, which helps to control
food commodity risks. We believe we have the ability to increase menu prices, or
vary the menu items offered, if needed in response to a food product price
increases. To compensate for a hypothetical price increase of 10% for food and
supplies, we would need to increase menu prices by an average of 3%, which is
consistent with our average price increase of approximately 1% in fiscal 2001,
2% in fiscal 2000, and 3% in fiscal 1998. Accordingly, we believe that a
hypothetical 10% increase in food product costs would not have a material effect
on our operating results.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently subject to various legal actions arising in the normal course
of business, none of which are expected to have a material effect on our results
of operations, financial condition or cash flows.

Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults upon Senior Securities

None

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

None

Item 5.  Other Information

None

                                       12
Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits
Exhibit No.                          Description                                         Method of Filing
-----------                          -----------                                         ----------------
3.1     Amended and Restated Articles of Incorporation of the Company  (1)            Incorporated By
                                                                                                 Reference
     3.2     Amended and Restated Bylaws of the Company (2)                                Incorporated By
                                                                                                 Reference
     4.1     Specimen Common Stock Certificate (3)                                         Incorporated By
                                                                                                 Reference
     4.2     Securities Purchase Agreement dated as of October 13, 1998 between            Incorporated By
             the Company and the Purchasers (4)                                                  Reference
     4.3     Non-Statutory Stock Option Agreement between the Company and 1204             Incorporated By
             Harmon Partnership dated as of June 1, 1998 (5)                                     Reference
     4.4     Form of Stock Purchase Agreement dated as of February 26, 2001                Incorporated By
             among the Company and certain investors (6)                                         Reference
     10.1    Credit Agreement, dated as of August 28, 2001                            Filed Electronically
     10.2    First Amendment to Credit Agreement, dated as of November 1, 2001        Filed Electronically
(1)      Incorporated by reference to Exhibit 3.4 to the Company's Registration
         Statement on Form S-1 (Registration No. 333-72593).
(2)      Incorporated by reference to Exhibit 3.5 to the Company's Registration
         Statement on Form S-1 (Registration No. 333-72593).
(3)      Incorporated by reference to the same numbered Exhibit to the Company's
         Registration Statement on Form S-1 (Registration No. 333-72593).
(4)      Incorporated by reference to Exhibit 10.17 to the Company's
         Registration Statement on Form S-1 (Registration No. 333-72593).
(5)      Incorporated by reference to Exhibit 10.15 to the Company's
         Registration Statement on Form S-1 (Registration No. 333-72593).
(6)      Incorporated by reference to Exhibit 4 to the Company's Current Report
         on Form 8-K, filed with the Securities and Exchange Commission on March
         2, 2001.

(b)      Reports on Form 8-K

         The Company filed with the Securities and Exchange Commission a Current
         Report on Form 8-K on October 5, 2001, disclosing under "Item 5 Other
         Events" certain information discussed in the Company's conference call
         held on October 4, 2001.

         The Company filed with the Securities and Exchange Commission a Current
         Report on Form 8-K on October 24, 2001, reporting under "Item 5 Other
         Events" that the Company issued a press release on October 23, 2001;
         disclosing under "Item 5 Other Events" certain information related to
         the Company's expected capital expenditures and new restaurant sales
         weeks discussed in the Company's conference call held on October 24,
         2001; and filing under "Item 7 Financial Statements and Exhibits" a
         copy of the press release, dated October 23, 2001.

                                       13
SIGNATURES

Pursuant to the requirements 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.

                                        BUCA, Inc.
                                        (Registrant)

Date: November 13, 2001                 by:  /s/ Joseph P. Micatrotto
                                             -----------------------------------
                                                 Joseph P. Micatrotto,
                                                 Chairman, President and Chief
                                                 Executive Officer
                                                 (Principal Executive Officer)

Date: November 13, 2001                 by:  /s/ Greg A. Gadel
                                             -----------------------------------
                                                 Greg A. Gadel
                                                 Executive Vice President, Chief
                                                 Financial Officer, Secretary
                                                 and Treasurer
                                                 (Principal Financial Accounting
                                                 Officer)

                                       14