SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report:  October 2, 1998


                          FURR'S/BISHOP'S, INCORPORATED
                Exact name of registrant as specified in charter)


            Delaware               1-10725                75-2350724
        (State or other          (Commission           (I.R.S. Employer
        jurisdiction             File Number)          Identification No.)
        of incorporation)

                6901 Quaker Avenue, Lubbock, Texas          79413
             (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code: (806) 792-7151


                                 Not applicable
          (Former name or former address, if changed since last report)



























<PAGE>





                          FURR'S/BISHOP'S, INCORPORATED



ITEM 5.     OTHER EVENTS

     On September 30, 1998, Furr's/Bishop's, Incorporated (the "Company")
announced the appointment of Phillip Ratner to the position of President and
Chief Executive Officer.  Mr. Ratner's compensation will include $300,000
annual base salary, participation in the Company's executive bonus plan and
other executive benefit programs, and stock options to purchase 750,000 shares
of the Company's common stock, vesting over five years.

     The board of directors of the Company increased the size of the board by
one and elected Mr. Ratner to fill the newly created opening.

     The Company also announced a $20 million capital expenditure program for
the renovation of existing restaurants and the construction of new restaurants.

     The Company also announced plans for the relocation of its corporate
headquarters from Lubbock, Texas to the Dallas area in the Spring of 1999.

     See Press Release filed herewith as Exhibit No. 99.1































                                     Page 2



<PAGE>




                          FURR'S/BISHOP'S, INCORPORATED



ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            Exhibit No.                 Description

            10.1         Employment Agreement, dated as of September 27, 1998,
                         between Furr's/Bishop's, Incorporated and Phillip
                         Ratner.

            10.2         Indemnification Agreement, dated as of September 27,
                         1998 between Furr's/Bishop's, Incorporated and Phillip
                         Ratner.

            10.3         Nonqualified Stock Option Agreement, effective as of
                         September 16, 1998, between Furr's/Bishop's,
                         Incorporated and Phillip Ratner.

            99.1         Press Release, issued September 30, 1998.


































                                     Page 3



<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Sercurities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         FURR'S/BISHOP'S, INCORPORATED




                                          By: /s/ALTON R. SMITH
                                             --------------------------
                                             Alton R. Smith, Executive Vice
                                             President and Secretary








































                                     Page 4



<PAGE>

                                                                  Exhibit 10.1



                              EMPLOYMENT AGREEMENT


     Employment Agreement (the "Agreement") dated as of September 27, 1998 by
and between Phillip Ratner ("Executive") and Furr's/Bishop's, Incorporated, a
Delaware corporation (the "Company").

                                    RECITALS

     The Company desires to obtain the services of Executive in accordance with
the terms, conditions, and provisions of this Agreement.

     Executive desires to provide services to the Company in accordance with
the terms, conditions, and provisions of this Agreement.

     Now, therefore, the parties to this Agreement agree as follows.

1.   Employment

     Subject to the terms and conditions specified in this Agreement, the
Company hereby agrees to employ Executive as the President and Chief Executive
Officer of the Company.  Executive hereby accepts such employment from the
Company for the period commencing on the date of this Agreement and expiring on
December 31, 2001, unless earlier terminated in accordance with the provisions
of this Agreement (the "Initial Term"); provided, however, that commencing on
December 31, 2001, and each anniversary date thereafter, the term of this
Agreement shall automatically be extended for one (1) additional year unless
on, or no more than thirty (30) days prior to, such anniversary date, the
Company or Executive shall have given notice that the Company or Executive does
not wish to extend this Agreement (the "Term of Employment").

2.   Extent of Services

     (a)   Executive, during the Term of Employment, shall serve as President
and Chief Executive Officer of the Company, reporting only to the Company's
board of directors, and shall have supervision and control over, and
responsibility for, the general operations of the Company and shall have such
other powers and duties as may from time to time be prescribed by the board of
directors, provided that such duties are consistent with the Executive's
position.  All of the senior executive officers of the Company shall report to
Executive.

     (b)   During the Period of Employment, Executive will devote substantially
all of Executive's full business time, attention, and energies to the business
of the Company.  Executive will discharge the duties described in Section 1
faithfully, diligently, to the best of Executive's abilities, and in a manner
consistent with those duties normally associated with the position of
Executive.  Executive will report to, and Executive's authority to act on
behalf of the Company is subject to, oversight by the Company's board of
directors.

     (c)   Executive shall be based at the Company's principal executive
offices during the Term of Employment.  Executive is willing to travel on the
Company's business as much as is reasonably necessary to carry out the
Executive's duties.



<PAGE>


     (d)   Executive has been elected as a member of the Company's Board of
Directors effective upon his execution and delivery of this Agreement. The
Company agrees to allow Executive to serve on the Board of Directors of up to
two other public companies in the restaurant industry that do not compete with
the Company, as long as Executive's service on the other Boards of Directors
does not interfere with his duties on behalf of the Company.

3.   Compensation

     (a)   Base Compensation.  During the Term of Employment, as compensation
for the performance of Executive's services under this Agreement, the Company
will pay Executive the annual base compensation rate of $300,000 ("Base
Compensation").  Base Compensation will accrue and be payable to Executive in
accordance with the payroll and bonus practices of the Company in effect from
time to time during the term of this Agreement.  All such payments will be
subject to deduction and withholding authorized or required by applicable law.
Executive's Base Compensation will be reviewed annually by the Company's Board
of Directors in connection with the preparation of the Company's annual budget,
commencing with the budget for the fiscal year ending December 31, 2000, and
any adjustment will be effective as of January 1 of such fiscal year. 
Executive's Base Compensation will never be less than the Base Compensation for
the preceding year without Executive's written consent.

     (b)   Incentive Compensation.  During the Term of Employment, Executive is
eligible to receive an annual cash bonus in the amount up to 50% of Executive's
Base Compensation for each fiscal year of the Company, commencing with the
Company's fiscal year ending December 31, 1999 (the "Incentive Bonus").  No
later than March 1 of each fiscal year the Company's Board of Directors will
provide Executive with a statement of  performance objectives that will be used
as criteria to determine Executive's eligibility for the Incentive Bonus for
that year.  Beginning with the fiscal year ending December 31, 1999, the Board
of Directors or its representatives shall meet with Executive by March 31 of
each fiscal year to review his performance under the performance objectives for
the preceding fiscal year and to make a decision regarding the amount of the
Incentive Bonus.  Notwithstanding the above, for the fiscal year ending
December 31, 1999, Executive will receive a minimum Incentive Bonus of $75,000. 
The Incentive Bonus accrues on the last day of the Company's fiscal year, and
the Company shall pay the Incentive Bonus within ninety (90) days of the
Company's fiscal year end.

     (c)   Signing Bonus.  The Company will pay Executive a signing bonus of
$25,000 on the first regular payday after commencement of Executive's
employment.  An additional amount of $25,000 will accrue and be payable on the
first regular payday after January 1, 1999.

4.   Executive Benefits; Reimbursement of Expenses

     During the term of this Agreement, the Company shall provide such fringe
benefits, including three weeks paid vacation, paid sick leave, paid holidays,
participation in health insurance plans, and other employee benefits consistent
with those offered to other senior management, in accordance with the policies
of the Company in effect from time to time. In addition, the Company will
provide Executive with term life insurance in the amount of three times his
Base Compensation and long-term disability insurance in the amount of 60% of
his Base Compensation, provided that the aggregate expense to the Company of
such benefits does not exceed $15,000 per year; if the cost of such benefits
would exceed $15,000 per year, the Company will apply $15,000 to the purchase 



<PAGE>


of reduced term life insurance and disability coverages as Executive may
direct, subject to availability, or will allow Executive to contribute the
difference in cost to purchase the specified coverages.  In addition, during
the Term of Employment, the Company shall reimburse Executive for Executive's
reasonable travel, entertainment, automobile mileage and research expenses
incurred in connection with Executive's employment under this Agreement, in
accordance with the policies of the Company in effect from time to time.

5.   Termination

     (a)   Right to Terminate.  Either the Company or Executive may terminate
Executive's employment upon thirty (30) days prior written notice to the other.

     (b)   Termination for Cause and Voluntary Termination.  If Executive's
employment is terminated by the Company for Cause (as defined below), or if
Executive voluntarily terminates the employment by the Company without Good
Reason (as defined below), Executive shall be entitled to receive no other
payments except (i) the Base Compensation through the date of termination; (ii)
any unpaid reimbursement of business expenses; and (iii) any amounts or
benefits required by law to be provided.

     (c)   Death, Disability, Termination Without Cause and for Good Reason. 
If Executive's employment is terminated by Executive's death or disability, or
by the Company without Cause, or by Executive with Good Reason, Executive shall
be entitled to receive no other payments except (i) the Base Compensation
through the date of termination; (ii) a pro rata amount of the Incentive Bonus
that has been earned through the date of termination; (iii) any unpaid
reimbursement of business expenses; (iv) any amounts or benefits required by
law to be provided; and (v) an amount equal to one year's Base Compensation as
then in effect, in regular installments consistent with the Company's normal
payroll practices.

     (d)   "Cause" as used in this Agreement means any one or more of the
following events:

           (i)     Executive fails to devote substantially all of Executive's
           full business time, attention, and energies to the business of the
           Company or to discharge the duties as the President and Chief
           Executive Officer of the Company faithfully, diligently, to the best
           of Executive's abilities, and in a manner consistent with those
           duties normally associated with the position of Executive, and such
           failure continues for a period of ten business days after Executive
           receives written notice authorized by the Company's Board of
           Directors, setting forth with reasonable specificity the nature of
           such failure.

           (ii)    Executive breaches any of the covenants and agreements set
           forth in Sections 6, 7 or 8 and such failure continues for a period
           of ten business days after Executive receives written notice
           authorized by the Company's Board of Directors, setting forth with
           reasonable specificity the nature of such breach.

           (iii)   Executive fails to follow a directive of the Board of
           Directors and such failure continues for a period of ten business
           days after Executive receives written notice authorized by the
           Company's Board of Directors, setting forth with reasonable
           specificity the nature of such failure.




<PAGE>


           (iv)    Executive willfully engages in conduct that is significantly
           injurious to the Company, financially or otherwise, and such conduct
           continues, or such injury is not cured, within a period of ten
           business days after Executive receives written notice authorized by
           the Company's Board of Directors setting forth with reasonable
           specificity the nature of such conduct and injury.

           (v)     Executive is convicted of a crime involving moral turpitude.

           (vi)    Executive uses illegal drugs or abuses controlled substances
           or is habitually intoxicated.

     (e)   "Good Reason" as used in this Agreement means any one or more of the
following events:

           (i)     The Company breaches any provision of this Agreement and
           such breach continues for a period of ten (10) days after written
           notice thereof by Executive.

           (ii)    The Company effects any material change in the duties or
           conditions of employment of Executive, including assigning to
           Executive duties that are inconsistent with Executive's position as
           the President and Chief Executive Officer that Executive reasonably
           concludes to be materially adverse to Executive, and such change
           continues for a period of ten (10) business days after delivery of
           written notice to the Company.

           (iii)   Executive is not elected to serve as a director of the
           Company (and of any person that may in the future own a majority of
           the equity securities of the Company entitled to vote in the
           election of directors) or Executive is removed from any such office
           or offices, in each case without Executive's consent.

           (iv)    The Company does not relocate its corporate office to a
           location in Dallas or contiguous counties on or before December 31,
           1999, unless agreed to in writing by Executive.

           (v)     The Company notifies Executive that it does not wish to
           extend this Agreement for one (1) additional year pursuant to
           Section 1.

     (f)   The provisions of Sections 6, 7 and 8 shall survive any termination
or expiration of this Agreement.

     (g)   Executive agrees that he will be deemed to have resigned as a member
of the Board of Directors of the Company and of each subsidiary of the Company
effective upon any termination of employment.

6.   Restrictive Covenant

     In addition to any other covenants or agreements to which Executive may be
subject, for the Term of Employment and for a period of one (1) year from the
date of termination of employment (the "Noncompete Period"), Executive will
not, directly or indirectly, either as an individual or as an employee,
officer, director, shareholder, partner, adviser, or consultant, or in any
capacity whatsoever:

     (a)   conduct or assist others in conducting any business that is in 



<PAGE>


competition with the Business of the Company (as defined below) or any of its
Affiliates (as defined below) which are engaged in Businesses substantially
similar to the Business of the Company in any geographic area in the United
States and any other nation where the Company or any of its Affiliates operates
its restaurants;

     (b)   recruit, hire, assist others in recruiting or hiring, discuss
employment or refer to others for employment (collectively referred to as
"Recruiting Activity") any person who is, or within the 24 month period
immediately preceding the date of any such Recruiting Activity was, an employee
of the Company or any of its Affiliates; or

     (c)   approach or solicit any customer or vendor of the Company for the
purpose of competing with the Company or causing, directly or indirectly, any
such person to cease doing business with the Company.

For the purposes of this Agreement, the "Business of the Company" means the
business of owning, operating, managing, consulting or otherwise advising
restaurants, diners, cafes, cafeterias or other eating establishments offering
buffets or a-la-carte or "all you can eat" cafeteria style meals, in each case
at a comparable price point to that offered by the Company, or wholesale food
or commissary operations, and designing, producing or distributing, serving or
otherwise selling products that are competitive with any products served,
produced or sold by the Company.  The term "Affiliates" means all subsidiaries
of the Company and each person or entity that controls, is controlled by, or is
under common control with the Company.  It is understood and agreed that the
scope of each of the covenants contained in this Section 6 is reasonable as to
time, area, and persons and is necessary to protect the legitimate business
interest of the Company.  It is further agreed that such covenants will be
regarded as divisible and will be operative as to time, area and persons to the
extent  that they may be so operative.  The terms of this Section 6 shall not
apply to the ownership by Executive of less than 5% of a class of equity
securities of an entity, which securities are publicly traded on the New York
Stock Exchange, the American Stock Exchange, the National Market System of the
National Association of Securities Dealers Automated Quotation System or other
national market system.  The provisions of this Section 6 will survive any
termination or expiration of this Agreement.

7.   Confidentiality and Property.

     (a)   Executive acknowledges that all customer, supplier and distributor
lists, trade secrets, plans, production techniques, sales, marketing and
expansion strategies, and technology and processes of the Company and its
Affiliates, as they may exist from time to time, and information concerning the
products, services, production, development, technology and all technical
information, procurement and sales activities and procedures, promotion and
pricing techniques, and credit and financial data concerning customers of the
Company and its Affiliates are valuable, special, and unique  assets of the
Company and its Affiliates (collectively, "Confidential Information"). 
Executive acknowledges that access to and knowledge of the Confidential
Information is essential to the performance of Executive's duties under this
Agreement.  Executive represents and agrees that, except as specifically
authorized in writing by the Company or in connection with the performance of
Executive's  duties pursuant to Section 1, Executive will not, for a period of
two (2) years after any termination of employment, (i) disclose any
Confidential Information to any person or entity, or (ii) make use of any
Confidential Information for Executive's own purposes or for the benefit of any
other person or entity, other than the Company.



<PAGE>


     (b)   Executive acknowledges and agrees that all manuals, drawings,
blueprints, letters, notes, notebooks, reports, books, procedures, forms,
documents, records, or paper or copies thereof used in connection with the
operations or business of the Company made or received by Executive or made
known to Executive in any way in connection with Executive's employment and any
other Confidential Information are and will be the exclusive property of the
Company.  Executive agrees not to copy or remove any of the above from the
premises or custody of the Company, or disclose the contents thereof to any
other person or entity, other than as may be required in order for Executive to
perform the duties under this Agreement.  Executive acknowledges that all such
papers and records will at all times be subject to the control of the Company,
and Executive agrees to surrender the same upon request of the Company, and
will surrender such no later than any termination of employment with the
Company, whether voluntary or involuntary.  The Company may notify anyone
employing Executive at any time of the provisions of this Agreement.

8.   Injunctive Relief, Arbitration

     (a)   Executive acknowledges that a remedy at law for any breach or
attempted breach of Sections 6 or 7 of this Agreement by Executive will be
inadequate, agrees that the Company will be entitled to specific performance
and injunctive and other equitable relief in case of any breach or attempted
breach of such sections by Executive, and agrees not to use as a defense that
the Company has an adequate remedy at law.  Notwithstanding paragraphs (b),
(c), and (d) below, Sections 6 and 7 of this Agreement shall be enforceable in
a court of equity, or other tribunal with jurisdiction, by a decree of specific
performance, and appropriate injunctive relief may be applied for and granted
in connection herewith.  Such remedy shall not be exclusive and shall be in
addition to any other remedies now or hereafter existing at law or in equity,
by statute or otherwise, which remedies shall be determined by binding
arbitration as provided below.  No delay or omission in exercising any right or
remedy set forth in this Agreement shall operate as a waiver thereof or of any
other right or remedy and no single or partial exercise thereof shall preclude
any other or further exercise thereof or the exercise of any other right or
remedy.

     (b)   Executive and the Company acknowledge and agree that any claim or
controversy arising out of or relating to this Agreement or the breach of this
Agreement, or any other dispute arising out of or relating to the employment of
Executive by the Company, other than claims described in paragraph (a) above,
shall be settled by final and binding arbitration in Dallas, Texas in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association in effect on the date the claim or controversy arises.  Executive
and the Company further acknowledge and agree that either party must request
arbitration of any claim or controversy within one year of the date the claim
or controversy accrues or first arises by giving written notice of the party's
request for arbitration by certified U.S. mail or personal delivery addressed
to the Company's principal business address or to Executive's last known
address reflected in the Company's personnel records.  Notice shall be
effective upon delivery or mailing.  Failure to give notice of any claim or
controversy within ninety days shall constitute a waiver of the claim or
controversy.

     (c)   All claims or controversies subject to arbitration shall be
submitted to arbitration within six months from the date the written notice of
a request for arbitration is effective.  All claims or controversies shall be
resolved by a panel of three arbitrators who are licensed to practice law in 




<PAGE>


the State of Texas and who are experienced in the arbitration of labor and
employment disputes.  These arbitrators shall be selected in accordance with
the Commercial Arbitration Rules of the American Arbitration Association in
effect at the time the claim or controversy arises.  Either party may request
that the arbitration proceeding be stenographically recorded by a Certified
Shorthand Reporter.  The arbitrators shall issue a written decision with
respect to all claims or controversies within thirty days from the date the
claims or controversies are submitted to arbitration.  The parties shall be
entitled to be represented by legal counsel at any arbitration proceeding. 
Executive and the Company agree that each party will bear fifty percent of the
cost of the arbitration proceeding.  The parties shall be responsible for
paying their own attorneys' fees, if any.

     (d)   The Company and Executive agree that the arbitration provisions in
the preceding paragraphs may be specifically enforced by either party and by
any court of competent jurisdiction.  The Company and Executive further
acknowledge and agree that the decision of the arbitrators may be specifically
enforced by either party in any court of competent jurisdiction.

9.   Binding Nature

     The rights and obligations of the Company under this Agreement will inure
to the benefit of and will be binding upon the successors and assigns of the
Company.

10.  Severability

     If any provision of this Agreement is declared or found to be illegal,
unenforceable, or void, in whole or in part, then both parties will be relieved
of all obligations arising under such provision, but only to the extent it is
illegal, unenforceable, or void.  The intent and agreement of the parties to
this Agreement is that this Agreement will be deemed amended by modifying any
such illegal, unenforceable, or void provision to the extent necessary to make
it legal and enforceable while preserving its intent, or if such is not
possible, by substituting therefor another provision that is legal and
enforceable and achieves the same objectives.  Notwithstanding the foregoing,
if the remainder of this Agreement will not be affected by such declaration or
finding and is capable of substantial performance, then each provision not so
affected will be enforced to the extent permitted by law.

11.  Waiver

     No delay or omission by either party to this Agreement to exercise any
right or power under this Agreement will impair such right or power or be
construed as a waiver thereof.  A waiver by either of the parties to this
Agreement of any of the covenants to be performed by the other or any breach
thereof will not be construed to be a waiver of any succeeding breach thereof
or of any other covenant contained in this Agreement.  All remedies provided
for in this Agreement will be cumulative and in addition to and not in lieu of
any other remedies available to either party at law, in equity, or otherwise.

12.  Governing Law

     THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY PRINCIPLE
OF CONFLICT-OF-LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.




<PAGE>


13.  Notices

     All notices which are required or may be given pursuant to this Agreement
will be in writing and mailed or delivered to the addresses set forth on the
signature page of this Agreement, or to such other address as either party will
request of the other in writing.  All notices will be deemed to be effective
upon delivery to any agent for personal delivery or upon mailing.

14.  Entire Agreement

     This Agreement constitutes the entire agreement between the parties to
this Agreement with respect to the subject matter of this Agreement and there
are no understandings or agreements relative to this Agreement which are not
fully expressed in this Agreement, except for that certain Option Agreement by
and between the Company and Executive of even date herewith.  All prior
agreements with respect to the subject matter of this Agreement are expressly
superseded by this Agreement.  No change, waiver, or discharge of this
Agreement will be valid unless in writing and signed by the party against which
such change, waiver, or discharge is to be enforced.

15.  No Violation

     The execution, delivery and performance of this Agreement by Executive
will not conflict with or result in the breach of any term or provision of, or
violate or constitute a default under any agreement, instrument, order, law or
regulation to which Executive is a party or by which Executive is in any way
bound or obligated.



     IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement on the date first above written.

           THE COMPANY:


           FURR'S/BISHOP'S, INCORPORATED


           By:/s/ Suzanne Hopgood
              ------------------------------
              Suzanne Hopgood,
              Chairman of the Board of Directors

           Address:     6901 Quaker Avenue
                        Lubbock, Texas  79413



           EXECUTIVE:


           By:/s/ Phillip Ratner
              ------------------------------
              Phillip Ratner

           Address:     10 Eastshore
                        Heath, Texas 75087



<PAGE>


                                                                  Exhibit 10.2

                            INDEMNIFICATION AGREEMENT


     This Agreement is made effective as of September 27, 1998, by and between
Furr's/Bishop's Incorporated, a Delaware corporation (the "Company"), and
Phillip Ratner ("Director").

                              W I T N E S S E T H:
                              - - - - - - - - - - 
     WHEREAS, public companies have from time to time experienced difficulty in
obtaining directors' and officers' liability insurance and significant
variability in premiums and in the scope of coverage of such insurance; and

     WHEREAS, the Company currently maintains such insurance but there can be
no assurance that such insurance will be available to the Company and Director
in the future; and

     WHEREAS, the Company, in order to induce Director to serve or to continue
to serve the Company, has agreed to provide Director with the benefits
contemplated by this Agreement;

     NOW, THEREFORE, in consideration of the promises, conditions,
representations and warranties set forth herein, the Company and Director
hereby agree as follows:

     l.     Definitions.  The following terms, as used herein, shall have the
following respective meanings:

            "Change in Control" shall be deemed to have occurred if (i) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended (the "Act")), other than a
     trustee or other fiduciary holding securities under an employee benefit
     plan of the Company or a corporation owned directly or indirectly by the
     stockholders of the Company in substantially the same proportions as their
     ownership of stock of the Company, is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Act), directly or indirectly, of
     securities of the Company representing 20% or more of the total voting
     power represented by the Company's then outstanding voting securities,
     (ii) during any period of two consecutive years commencing on or after
     January 2, 1996, individuals who at the beginning of such period
     constitute the Board of Directors of the Company and any new director
     whose election by the Board of Directors or nomination for election by the
     Company's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for election was
     previously so approved, cease, for any reason, to constitute a majority of
     the Board of Directors, (iii) the stockholders of the Company approve a
     merger or consolidation of the Company with any other corporation, other
     than a merger or consolidation that would result in the voting securities
     of the Company outstanding immediately prior thereto continuing to
     represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) at least 80% of the total
     voting power represented by the voting securities of the Company or such
     surviving entity outstanding immediately after such merger or
     consolidation, or (iv) the stockholders of the Company approve a plan of



<PAGE>


     complete liquidation of the Company or an agreement for sale or
     disposition by the Company of all or substantially all of the Company's
     assets.


          "Claim" means any threatened, pending or completed action, suit or
     proceeding, or any inquiry or investigation, whether conducted by or on
     behalf of the Company or any other party, that Director in good faith
     believes might lead to the institution of any such action, suit or
     proceeding, whether civil, criminal, administrative, investigative or
     other.

          "Covered Act" means any breach of duty, neglect, error, misstatement,
     misleading statement, omission or other act done or wrongfully attempted
     by Director, including Director's own negligence, or any of the foregoing
     alleged by any claimant or any event or occurrence related to the fact
     that Director is or was a director of the Company or is or was serving at
     the request of the Company as a director of another corporation,
     partnership, joint venture, trust or other entity.

          "Determination" means a determination, based on the facts known at
     the time, by:

          (i)     A majority vote of all disinterested directors;

          (ii)    Special, independent legal counsel in a written opinion
     prepared at the request of a majority of all disinterested directors or
     pursuant to Section 4(a);

          (iii)   A majority of the disinterested stockholders of the Company;
     or

          (iv)    A final adjudication by a court of competent jurisdiction.

     "Determined" shall have a correlative meaning.

     "Excluded Claim" means any Claim:

          (i)     Based upon or attributable to Director gaining in fact any
     personal profit or advantage to which Director is not entitled;

          (ii)    For the return by Director of any remuneration paid to
     Director, without the previous approval of the stockholders of the
     Company, which is illegal;

          (iii)   For an accounting of profits in fact made from the purchase
     or sale by Director of securities of the Company within the meaning of
     Section 16 of the Act or similar provisions of any state law;

          (iv)    Resulting from Director's knowingly fraudulent, dishonest or
     willful misconduct; or

          (v)     Any claim for which indemnification is prohibited by
     applicable law.

          "Expenses" means any expense reasonably incurred by Director as a
     result of a Claim or Claims made against Director for Covered Acts
     including, without limitation, attorneys' fees and all other costs,



<PAGE>



     expenses and obligations paid or incurred in connection with
     investigating, defending, being a witness in, or participating in, or
     preparing to defend, be a witness in, or participate in any Claim relating
     to any Covered Act (including an appeal), whether or not Director is a
     named defendant or respondent, but shall not include Fines.

          "Fines" means any fine, penalty or, with respect to an employee
     benefit plan, any excise tax or penalty assessed with respect thereto.

          "Losses" means any amount that Director is legally obligated to pay
     as a result of a Claim or Claims made against Director for Covered Acts
     including, without limitation, damages and judgments and sums paid in
     settlement of a Claim or Claims, but shall not include Fines.

     2.   Maintenance of Directors' and Officers' Liability Insurance.

          (a)     The Company hereby covenants and agrees that, so long as
     Director shall continue to serve as a director of the Company and
     thereafter so long as Director shall be subject to any Claim for any
     Covered Act, the Company, subject to Section 2(c), shall use its best
     efforts to maintain in full force and effect directors' and officers'
     liability insurance.

          (b)     In all policies of directors' and officers' liability
     insurance maintained by the Company, Director shall be named as an insured
     in such a manner as to provide Director the same rights and benefits,
     subject to the same limitations, as are accorded to the Company's
     directors or officers most favorably insured by such policy.

          (c)     The Company shall have no obligation to maintain directors'
     and officers' liability insurance if the Board of Directors of the Company
     determines in good faith that such insurance is not reasonably available,
     the premium cost for such insurance is unreasonably disproportionate to
     the amount of coverage provided, or the coverage provided by such
     insurance is so limited by exclusions as to provide an unreasonably
     insufficient benefit.

     3.   Indemnification.  The Company shall indemnify Director and hold
Director harmless from any and all Losses, Expenses and Fines to the fullest
extent authorized, permitted or not prohibited (i) by the General Corporation
Law of the State of Delaware (the "GCL"), or any other applicable law
(including judicial, regulatory or administrative interpretations or readings
thereof), the Company's Certificate of Incorporation or Bylaws as in effect on
the date hereof, or (ii) by any amendment thereof or other statutory provision
authorizing or permitting such indemnification that is adopted after the date
hereof, subject to the further provisions of this Agreement.  In the event that
after the date of this Agreement the Company provides any greater right of
indemnification, in any respect, to any other person serving as an officer or
director of the Company, then such greater right of indemnification shall inure
to the benefit of Director and shall be deemed to be incorporated in this
Agreement as a basis for indemnity, at Director's election, together with the
indemnity expressly set forth herein.

     4.   Excluded Coverage.

          (a)     The Company shall have no obligation to indemnify Director
     for and hold Director harmless from any Loss, Expense or Fine which has



<PAGE>



     been Determined to constitute an Excluded Claim, provided that in the
     event of a Change in Control, then with respect to all matters thereafter
     arising concerning the rights of Director to indemnity payments and
     Expense advances under this Agreement, or any other agreements or bylaws
     now or hereafter in effect relating to Claims for Covered Acts, a
     Determination with respect to an Excluded Claim shall be made only by a
     court of competent jurisdiction or by special, independent legal counsel
     selected by Director and approved by the Company (which approval shall not
     be unreasonably withheld), and who has not otherwise performed services
     for the Company or Director.  In the event that Director and the Company
     are unable to agree on the selection of the special, independent legal
     counsel, such special, independent legal counsel shall be selected by lot
     from among at least five law firms designated by Director, each in the
     States of Delaware or Texas having more than thirty-five (35) attorneys
     and having a rating of "av" or better in the then current
     Martindale-Hubbell Law Directory.  Such selection shall be made in the
     presence of Director (and Director's legal counsel or either of them, as
     Director may elect) and a representative of the Company.  Such special,
     independent legal counsel, among other things, shall determine whether and
     to what extent Director would be permitted to be indemnified under
     applicable law and shall render its written opinion to the Company and
     Director to such effect.

          If there has been a Determination that the Company is not obligated
     to indemnify Director as a result of an Excluded Claim (whether by
     special, independent legal counsel or otherwise), Director shall have the
     right to commence litigation in any court in the State of Delaware having
     subject matter jurisdiction thereof, and in which venue is proper,
     challenging any such Determination.  The Company shall be reimbursed by
     Director (who hereby agrees to reimburse the Company) for all amounts
     theretofore paid as indemnity or advancement of expenses with respect to
     such Excluded Claim (but only upon a final judicial Determination that
     Director is not entitled to indemnification made with respect thereto as
     to which all rights of appeal have been exhausted or lapsed).  The Company
     shall be obligated to indemnify or advance any additional amounts to
     Director in accordance with this Agreement until such judicial
     Determination has been made.

          (b)     The Company shall use its best efforts to make the
     Determination contemplated herein promptly.  Upon request by Director, in
     connection with any matter for which indemnification or advances of
     expenses may be sought hereunder, the Company agrees to promptly make a
     Determination whether such matter constitutes an Excluded Claim.  In this
     connection, the Company agrees:

                 (i)    if the Determination is to be made by a majority of
          disinterested directors of the Company or a committee thereof, such
          Determination shall be made not later than thirty (30) days after a
          written request for a Determination (a "Request") is delivered to the
          Company by Director;

                 (ii)   if the Determination is to be made by special,
          independent legal counsel, such Determination shall be made not later
          than forty (40) days after selection of independent legal counsel and
          in any event not later than sixty (60) days after a Request is
          delivered to the Company by Director; and




<PAGE>




                 (iii)  if the Determination is to be made by the stockholders
          of the Company, such Determination shall be made not later than
          ninety (90) days after a Request is delivered to the Company by
          Director.

          The failure to make a Determination within the above-specified time
     periods shall constitute a Determination approving full indemnification or
     reimbursement of Director.  All costs of making the Determination shall be
     borne solely by the Company.

          (c)  The Company shall have no obligation to indemnify Director and
     hold Director harmless for any Loss, Expense or Fine to the extent that
     Director is actually and finally reimbursed for such Loss, Expense or Fine
     by the Company pursuant to the Company's Bylaws or otherwise.

          (d)  The Company shall have no obligation to indemnify Director and
     hold Director harmless for any Fines to the extent that such
     indemnification is prohibited by the GCL.

     5.   Indemnification Procedures.

          (a)   Promptly after receipt by Director of notice of the
     commencement of or the threat of commencement of any Claim, Director
     shall, if indemnification with respect thereto is being sought from the
     Company under this Agreement, notify the Company of the commencement
     thereof, provided that failure to so notify the Company shall not relieve
     the Company from any liability that it may have to Director under this
     Agreement unless such failure materially and adversely affects the rights
     of the Company.

          (b)   If, at the time of the receipt of such notice, the Company has
     directors' and officers' liability insurance in effect, the Company shall
     give prompt and proper notice of the commencement of such Claim to the
     insurer.  The Company shall thereafter take all necessary or desirable
     action to pay or to cause such insurer to pay, on behalf of Director, all
     Losses, Expenses and Fines payable as a result of such Claim in accordance
     with the terms of such policies.

          (c)   To the extent the Company does not, at the time of the
     commencement of or the threat of commencement of such Claim, have
     applicable directors' and officers' liability insurance, or if the full
     amount of any Expenses arising out of such action, suit or Claim will not
     be payable under such insurance then in effect, the Company shall be
     obligated to pay the Expenses relating to any such Claim in advance of the
     final disposition thereof, unless the Claim has been Determined to be an
     Excluded Claim for which the Company is not obligated to provide indemnity
     or advancement of Expenses under Section 4(a) of this Agreement.  The
     Company may, if appropriate, assume the defense of such Claim, with
     counsel satisfactory to Director, upon the delivery to Director of written
     notice of its election so to do.  After delivery of such notice, the
     Company will not be liable to Director under this Agreement for any legal
     or other Expenses subsequently incurred by Director in connection with
     such defense other than reasonable costs of investigation, provided that
     Director shall have the right to employ counsel to participate in the
     investigation and defense of any such Claim, but the fees and expenses of
     such counsel incurred after delivery of notice from the Company of its



<PAGE>



     assumption of such defense shall be at the Director's expense, provided
     further that if (i) the employment of counsel by Director has been
     previously authorized by the Company, (ii) counsel for Director shall have
     reasonably concluded that there may be a conflict of interest between the
     Company and Director in the conduct of any such defense and so notified
     the Company in writing, or (iii) the Company shall not, in fact, have
     taken all necessary actions to effectively assume the defense of such
     action, the fees and expenses of Director's counsel shall be at the
     expense of the Company.

          (d)   All payments on account of the Company's indemnification and
     advancement obligations under this Agreement shall be made promptly, but
     in any event within thirty (30) days of Director's written request
     therefor, provided that all payments on account of the Company's
     obligations under Paragraph 5(c) of this Agreement prior to the final
     disposition of any Claim, shall be made within ten (10) days of Director's
     written request therefor.

          (e)   Director agrees to reimburse the Company for all Losses,
     Expenses and Fines paid by the Company on behalf of Director in connection
     with any Claim against Director in the event and only to the extent that a
     Determination shall have been made by a court in a final adjudication from
     which there is no further right of appeal that the Director is not
     entitled to be indemnified by the Company for such amounts because the
     Claim is an Excluded Claim or because Director is otherwise not entitled
     to payment under each of this Agreement, applicable law and any other
     right of indemnity or contribution by the Company that may be available to
     Director.

          (f)   Company agrees that it will provide reasonable cooperation to
     Director and Director's counsel and their advisors in connection with the
     investigation and defense of any Claim for which indemnity is sought by
     Director under this Agreement or otherwise, including (i) providing
     reasonable access to, and right to make copies of, Company's records, (ii)
     providing reasonable access to Company's officers, employees and counsel,
     and (iii) making Company's officers and employees reasonably available for
     depositions, trial testimony, and preparation therefor.


     6.   Final Determination; Settlement.  The Company shall pay all Losses or
Fines for which Director is indemnified hereunder upon final Determination that
the Director is entitled to indemnity therefor.  The Company shall have no
obligation to indemnify Director under this Agreement for any amounts paid in
settlement of any Claim effected without the Company's prior written consent. 
The Company shall not settle any claim in any manner which would impose any
Fine or any obligation on Director without Director's written consent.  Neither
the Company nor Director shall unreasonably withhold their consent to any
proposed settlement.

     7.   Rights Not Exclusive.  The rights provided hereunder shall not be
deemed exclusive of any other rights to which Director may be entitled under
any charter provision, bylaw, agreement, vote of stockholders or of
disinterested directors or otherwise, both as to action in his official
capacity and as to action in any other capacity by holding such office, and
shall continue after Director ceases to serve the Company as a director.





<PAGE>



     8.   Enforcement.

          (a)   Director's right to indemnification shall be enforceable by
     Director only in the state courts of the State of Delaware and shall be
     enforceable notwithstanding any adverse Determination regarding the
     Director's right to indemnification.  In any such action, if a prior
     adverse Determination regarding the Director's right to indemnification
     has been made, the burden of proving that indemnification is required
     under this Agreement shall be on Director.  The Company shall have the
     burden of proving that indemnification is not required under this
     Agreement if no prior adverse Determination shall have been made.


          (b)   In the event that any action is instituted by Director under
     this Agreement, or to enforce or interpret any of the terms of this
     Agreement, Director shall be entitled to be paid all court costs and
     expenses, including reasonable counsel fees, incurred by Director with
     respect to such action, unless the court determines that each of the
     material assertions made by Director as a basis for such action were not
     made in good faith or were frivolous.

     9.   Severability.  In the event that any provision of this Agreement is
determined by a court to require the Company to do or to fail to do an act
which is in violation of applicable law, such provision shall be limited or
modified in its application to the minimum extent necessary to avoid a
violation of law, and, as so limited or modified, such provision and the
balance of this Agreement shall be enforceable in accordance with its terms.

     10.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

     11.  Consent to Jurisdiction.  The Company and Director each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding that arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state courts of the State of Delaware.

     12.  Successors and Assigns.  This Agreement shall be (i) binding upon all
successors and assigns of the Company (including any transferee of all or
substantially all of its assets and any successor by merger or otherwise by
operation of law) and (ii) shall be binding on and inure to the benefit of the
heirs, personal representatives, and estate of Director.

     13.  Amendment.  No amendment, modification, termination or cancellation
of this Agreement shall be effective unless made in a writing signed by each of
the parties hereto.

     14.  Subrogation.  In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Director, who shall execute all instruments required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents as may be necessary to enable the Company
effectively to bring suit to enforce such rights.







<PAGE>




     IN WITNESS WHEREOF, the Company and Director have executed this Agreement
as of the day and year first above written.

                                          FURR'S/BISHOP'S INCORPORATED



                                          By:/s/ Suzanne Hopgood
                                             --------------------------
                                             Suzanne Hopgood,
                                             Chairman of the Board of Directors



                                          DIRECTOR


                                          By:/s/ Phillip Ratner
                                             --------------------------
                                             Phil Ratner, Director







































<PAGE>



                                                                  Exhibit 10.3


                       NONQUALIFIED STOCK OPTION AGREEMENT
                             1995 STOCK OPTION PLAN
                        OF FURR'S/BISHOP'S, INCORPORATED

     This STOCK OPTION AGREEMENT (the "Agreement") is made between
FURR'S/BISHOP'S, INCORPORATED, a Delaware corporation (the "Company"), and
Phillip Ratner (the "Executive"). The Company considers that its interests will
be served by granting the Executive an option to purchase shares of common
stock of the Company as an inducement for the Executive's effective performance
of services for the Company. The Board of Directors of the Company (the
"Board") has adopted, and the stockholders have approved, the 1995 Stock Option
Plan of Furr's/Bishop's Incorporated (the "Plan"), a copy of which is attached
hereto and incorporated by reference herein.  The Executive has been designated
as a participant in the Plan.

IT IS AGREED:

     1.   Subject to the terms of the Plan, on September 16, 1998 (the "Date of
Grant"), the Company hereby grants to the Executive an option (the "Option") to
purchase 750,000 shares of the common stock of the Company, $.01 par value per
share, at a price of $0.75 share, subject to adjustment as provided in the Plan
("the "Option Price").  The Option is exercisable according to the following
schedule:

     (a)  On the day after the first anniversary of the Date of Grant, the
          Option may be exercised with respect to up to 1/5 of the shares
          subject to the Option;

     (b)  after each succeeding anniversary of the Date of Grant, the Option
          may be exercised  with respect to up to an additional 1/5 of the
          shares subject to the Option, so that after the expiration of the
          fifth anniversary of the Date of Grant the Option will have been
          exercised in full; 

     (c)  to the extent not exercised, installments will be cumulative, and may
          be exercised in whole or in part; and

     (d)  the Option will become fully vested and exercisable upon the
          termination of the Executive's status as the Company's Chief
          Executive Officer at any time within twelve months following the
          occurrence of a "change of control," other than a termination of
          Executive's employment by the Company for "cause" or by the Executive
          other than for "good reason," as such terms are defined in the
          Employment Agreement between Executive and the Company of even date
          herewith;

          A "change of control" of the Company will be deemed to exist upon the
     occurrence of any of the following events, if,  as a result of such event,
     or within twelve months thereafter, the individuals who constituted the
     Company's board of directors immediately prior to such event no longer
     constitute a majority of the members of the Company's board of directors:

          (i)     The Company is merged, consolidated or reorganized into or
     with another corporation or other legal person and as a result of such



<PAGE>



     merger, consolidation or reorganization less than 50% of the voting
     securities of the remaining corporation or legal person or its ultimate
     parent immediately after such transaction is available to be received by
     all shareholders of the Company on a pro rata basis and is actually
     received in respect of or exchange for voting securities of the Company
     pursuant to such transaction;

          (ii)    The Company sells all or substantially all of its assets to
     any other corporation or other legal person and as a result of such sale
     less than 50% of the combined voting securities of such corporation or
     legal person or its ultimate parent immediately after such transaction is
     available to be received by all Shareholders of the Company on a pro rata
     basis and is actually received in respect of or exchange for voting
     securities of the Company pursuant to such sale; or 

          (iii)   Any person or group (including any "person" or "group" as
     such terms are used in Section 13 or Section 14 of the Securities Exchange
     Act of 1934 and the regulations thereunder (the "Exchange Act")),
     excluding from such "group" any person or group owning at least ten
     percent (10%) of the common stock of the Company as of July 1, 1998, has
     become the beneficial owner (as the term "beneficial owner" is defined
     under the Exchange Act) of voting securities which, when added to any
     voting securities already owned by such person, would represent in the
     aggregate 50% or more of the then outstanding voting securities of the
     Company.  "Voting securities" means common stock and any other security
     which carries, or which is at the time of determination convertible into
     or exercisable to acquire a security that carries, the right to vote upon
     the election of the board of directors of the Company, with the number of
     such voting securities to be determined by reference to the number of
     votes that the holder could cast in the election of directors on a fully
     converted or exercised basis.

     Notwithstanding paragraphs (a) and (b) of this Section 1, the foregoing
     vesting schedule can be accelerated by action of the board of directors of 
    the Company in its discretion.

     2.   The Option granted to the Executive under this Agreement will not be
transferable or assignable by the Executive other than by will or the laws of
descent and distribution, and will be exercisable during the Executive's
lifetime only by the Executive.

     3.   The Option, to the extent such rights will not previously have been
exercised, will terminate and become null and void on the earliest of:

          (a)  the last day within the ten year period commencing on the Date
               of Grant (the "Expiration Date");

          (b)  the date that is 90 days after the date of termination of the
               Executive's service as Chief Executive Officer of the Company
               for any reason other than death or disability, as defined in the
               plan ("Disability");

          (c)  the date that is 180 days after the date of the termination of
               the Executive's service as Chief Executive Officer of the
               Company because of death or Disability.





<PAGE>




     In the event of the termination of the Executive's service as Chief
Executive Officer of the Company for any reason prior to the Expiration Date,
the Option will not continue to vest after such termination.  Upon the death of
the Executive, the Executive's executors, administrators or any person or
persons to whom this Option may be transferred by will or by the laws of
descent and distribution, will have the right to exercise the Option with
respect to the number of shares that the Executive would have been entitled to
exercise if the Executive were still alive.

     4.   This Agreement may not be changed or terminated orally but only by an
agreement in writing signed by the party against whom enforcement of any such
change or termination is sought.

     5.   The Company will not be deemed by the grant of the Option (as
distinguished from a separate employment agreement, if any) to be required to
continue the Executive's service or to nominate the Executive for election.

     6.   The Executive will not have any rights as a stockholder with respect
to any shares covered by the Option until the date of the issuance of the stock
certificate or certificates to the Executive for such shares following exercise
of the Option pursuant to its terms and conditions and payment for the shares. 
No adjustment will be made for dividends or other rights for which the record
date is prior to the date such certificate or certificates are issued.

     7.   The Executive consents to the placing on the certificate for any
shares covered by the Option of an appropriate legend restricting resale or
other transfer of such shares except in accordance with the Securities Act of
1933 and all applicable rules thereunder.

     8.   In the event of any difference of opinion concerning the meaning or
effect of the Plan or this Agreement, such difference will be resolved by the
committee referred to in the Plan.

     9.   The validity, construction and performance of this agreement will be
governed by the laws of the State of Delaware. Any invalidity of any provision
of this Agreement will not affect the validity of any other provision.

     10.  All offers, notices, demands, requests, acceptances or other
communications hereunder will be in writing and will be deemed to have been
duly made or given if mailed by registered or certified mail, return receipt
requested.  Any such notice mailed to the Company must be addressed to its
principal office, and any notice mailed to the Executive must be addressed to
the Executive's residence address as it appears on the books and records of the
Company or to such other address as either party may hereafter designate in
writing to the other.

     11.  This Agreement will, except as herein stated to the contrary, inure
to the benefit of and bind the legal representatives, successors and assigns of
the parties hereto.

     12.  This Option is a nonqualified stock option and is not intended to be
governed by section 422 of the Internal Revenue Code of 1986, as amended.

     13.  In accepting this Option, the Executive accepts and agrees to be
bound by all the terms and conditions of the Plan that pertain to nonqualified
stock options granted under the Plan.



<PAGE>




     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to
be effective as of the day and year first above written.

                                         FURR'S/BISHOP'S, INCORPORATED

                                         By: /s/ Suzanne Hopgood 
                                             --------------------------
                                             Suzanne Hopgood
                                             Chairman of the Board of Directors


                                         By: /s/ Phillip Ratner
                                             --------------------------
                                             Phillip Ratner
                                             Executive












































<PAGE>



                                                                  Exhibit 99.1


                                  PRESS RELEASE
                                SEPTEMBER 30,1998


6901 Quaker Avenue   P.O. Box 6747            Contact:
Lubbock, Texas 79493-6747                     Danny Meisenheimer (806-792-7151)
Phone: (806) 792-7151                         John Grimaldi (212-755-2850)


For Immediate Release

                   FURR'S/BISHOP'S APPOINTS NEW PRESIDENT/CEO
               ANNOUNCES $20 MILLION RESTAURANT RENOVATION PROGRAM
                  AND RELOCATION OF HEADQUARTERS TO DALLAS AREA

     LUBBOCK, TEXAS, September 30, 1998 - Furr's/Bishop's, Incorporated
(NYSE:CHI), one of the leading cafeteria operators in the U.S., today announced
the appointment of veteran restaurant industry executive Phillip Ratner to the
position of President and CEO.  The Company also announced that its Board of
Directors has approved a $20 million capital plan for new unit construction and
restaurant renovation, and the relocation of its corporate headquarters to the
Dallas/Fort Worth metro area.

     Furr's/Bishop's Chairman Suzanne Hopgood said that Ratner will assume
day-to-day operations responsibilities beginning in early October.  "He brings
to the Company more than three decades of experience in the restaurant
industry.  Mr. Ratner is a hands-on operating executive who has an enviable
track record of increasing shareholder value wherever he has been."

     Ratner, who began his career in the hospitality industry in 1966, served
most recently as Chairman and CEO of Spaghetti Warehouse.  Before that, he was
President and CEO of Acapulco Restaurants.

     "Joining the Furr's/Bishop's management team at this important time in the
Company's history is an exciting opportunity.  The prospects for the Company
have never been greater and I look forward to participating in a dynamic
program to fuel growth and profitability and to provide enhanced opportunities
for both employees and shareholders," said Ratner.

     The $20 million capital improvement program will target 20 restaurants in
Furr's/Bishop's core markets and will commence in December, 1998.  It will also
allow the Company to build several new units in undisclosed markets.


     Hopgood pointed out that Furr's/Bishop's began renovating cafeterias in
October, 1997 and that eight units which have been upgraded to date have since
experienced annual average sales increases of 11 percent or more.  "It's a
tried and true endeavor that focuses on creating a more attractive, less
institutional dining environment and, in general, a more progressive, `family
friendly' guest experience."

     Hopgood noted that while the Company's headquarters will be moved to
Dallas sometime in the Spring of 1999, Furr's/Bishop's will maintain a strong
presence in Lubbock.  Remaining in Lubbock will be some 200 employees at local 



<PAGE>



Furr's restaurants and more than 200 employees at the Company's Dynamic Foods
division.  The relocation will affect approximately 70 corporate office
executives and employees.

     "We have grown steadily with Lubbock and West Texas since our inception in
1947 and our commitment to this region in no way will be interrupted," Hopgood
added.  "The Board's decision to place our executive offices in the Dallas/Fort
Worth metro area is a strategic move.  It is designed to create efficiencies
and reduce costs at the corporate level by putting Company executives in the
midst of one of the nation's largest concentrations of restaurant industry
resources and one of the country's most important transportation centers."

     Furr's/Bishop's, the nation's third largest cafeteria chain with 1997
sales of $193.5 million, operates 101 cafeterias in 12 states - Arizona,
Arkansas, California, Colorado, Illinois, Iowa, Kansas, Oklahoma, Nevada, New
Mexico, Missouri and Texas.  Ninety-four of these are Furr's Family Dining
operations, 6 are Bishop's Buffet operations and one is a Furr's Family Buffet. 
These cafeterias have an average annual unit volume of $1.8 million.  The
Company's Dynamic Foods division develops, processes and distributes food
products to all Furr's/Bishop's restaurants and also sells to third parties.


                                     #######

          Certain statements in this release are forward-looking
          statements and the company can give no assurance that the
          expectations or potential occurrences reflected in such
          statements will be realized.  Efforts to close, sell, or
          improve operating results of underperforming stores depend
          on many factors not within the company's control, such as
          the negotiation of settlements of existing lease obligations
          under acceptable terms, availability of qualified buyers
          for owned locations, customer traffic, and general business
          conditions.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 69816}]
{"company-data": {"conformed-name": "FURRS BISHOPS INC", "cik": "0000872548", "assigned-sic": "5812", "irs-number": "752350724", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10725", "film-number": "98721085"}, "business-address": {"street1": "6901 QUAKER AVE", "city": "LUBBOCK", "state": "TX", "zip": "79413", "phone": "8067927151"}, "mail-address": {"street1": "6901 QUAKER AVE", "city": "LUBBOCK", "state": "TX", "zip": "79413"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report:  October 2, 1998

                          FURR'S/BISHOP'S, INCORPORATED
                Exact name of registrant as specified in charter)

            Delaware               1-10725                75-2350724
        (State or other          (Commission           (I.R.S. Employer
        jurisdiction             File Number)          Identification No.)
        of incorporation)

                6901 Quaker Avenue, Lubbock, Texas          79413
             (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code: (806) 792-7151

                                 Not applicable
          (Former name or former address, if changed since last report)
FURR'S/BISHOP'S, INCORPORATED

ITEM 5.     OTHER EVENTS

     On September 30, 1998, Furr's/Bishop's, Incorporated (the "Company")
announced the appointment of Phillip Ratner to the position of President and
Chief Executive Officer.  Mr. Ratner's compensation will include $300,000
annual base salary, participation in the Company's executive bonus plan and
other executive benefit programs, and stock options to purchase 750,000 shares
of the Company's common stock, vesting over five years.

     The board of directors of the Company increased the size of the board by
one and elected Mr. Ratner to fill the newly created opening.

     The Company also announced a $20 million capital expenditure program for
the renovation of existing restaurants and the construction of new restaurants.

     The Company also announced plans for the relocation of its corporate
headquarters from Lubbock, Texas to the Dallas area in the Spring of 1999.

     See Press Release filed herewith as Exhibit No. 99.1

                                     Page 2
FURR'S/BISHOP'S, INCORPORATED

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            Exhibit No.                 Description

            10.1         Employment Agreement, dated as of September 27, 1998,
                         between Furr's/Bishop's, Incorporated and Phillip
                         Ratner.

            10.2         Indemnification Agreement, dated as of September 27,
                         1998 between Furr's/Bishop's, Incorporated and Phillip
                         Ratner.

            10.3         Nonqualified Stock Option Agreement, effective as of
                         September 16, 1998, between Furr's/Bishop's,
                         Incorporated and Phillip Ratner.

            99.1         Press Release, issued September 30, 1998.

                                     Page 3
SIGNATURES

     Pursuant to the requirements of the Sercurities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         FURR'S/BISHOP'S, INCORPORATED

                                          By: /s/ALTON R. SMITH
                                             --------------------------
                                             Alton R. Smith, Executive Vice
                                             President and Secretary

                                     Page 4
Exhibit 10.1

                              EMPLOYMENT AGREEMENT

     Employment Agreement (the "Agreement") dated as of September 27, 1998 by
and between Phillip Ratner ("Executive") and Furr's/Bishop's, Incorporated, a
Delaware corporation (the "Company").

                                    RECITALS

     The Company desires to obtain the services of Executive in accordance with
the terms, conditions, and provisions of this Agreement.

     Executive desires to provide services to the Company in accordance with
the terms, conditions, and provisions of this Agreement.

     Now, therefore, the parties to this Agreement agree as follows.

1.   Employment

     Subject to the terms and conditions specified in this Agreement, the
Company hereby agrees to employ Executive as the President and Chief Executive
Officer of the Company.  Executive hereby accepts such employment from the
Company for the period commencing on the date of this Agreement and expiring on
December 31, 2001, unless earlier terminated in accordance with the provisions
of this Agreement (the "Initial Term"); provided, however, that commencing on
December 31, 2001, and each anniversary date thereafter, the term of this
Agreement shall automatically be extended for one (1) additional year unless
on, or no more than thirty (30) days prior to, such anniversary date, the
Company or Executive shall have given notice that the Company or Executive does
not wish to extend this Agreement (the "Term of Employment").

2.   Extent of Services

     (a)   Executive, during the Term of Employment, shall serve as President
and Chief Executive Officer of the Company, reporting only to the Company's
board of directors, and shall have supervision and control over, and
responsibility for, the general operations of the Company and shall have such
other powers and duties as may from time to time be prescribed by the board of
directors, provided that such duties are consistent with the Executive's
position.  All of the senior executive officers of the Company shall report to
Executive.

     (b)   During the Period of Employment, Executive will devote substantially
all of Executive's full business time, attention, and energies to the business
of the Company.  Executive will discharge the duties described in Section 1
faithfully, diligently, to the best of Executive's abilities, and in a manner
consistent with those duties normally associated with the position of
Executive.  Executive will report to, and Executive's authority to act on
behalf of the Company is subject to, oversight by the Company's board of
directors.

     (c)   Executive shall be based at the Company's principal executive
offices during the Term of Employment.  Executive is willing to travel on the
Company's business as much as is reasonably necessary to carry out the
Executive's duties.
(d)   Executive has been elected as a member of the Company's Board of
Directors effective upon his execution and delivery of this Agreement. The
Company agrees to allow Executive to serve on the Board of Directors of up to
two other public companies in the restaurant industry that do not compete with
the Company, as long as Executive's service on the other Boards of Directors
does not interfere with his duties on behalf of the Company.

3.   Compensation

     (a)   Base Compensation.  During the Term of Employment, as compensation
for the performance of Executive's services under this Agreement, the Company
will pay Executive the annual base compensation rate of $300,000 ("Base
Compensation").  Base Compensation will accrue and be payable to Executive in
accordance with the payroll and bonus practices of the Company in effect from
time to time during the term of this Agreement.  All such payments will be
subject to deduction and withholding authorized or required by applicable law.
Executive's Base Compensation will be reviewed annually by the Company's Board
of Directors in connection with the preparation of the Company's annual budget,
commencing with the budget for the fiscal year ending December 31, 2000, and
any adjustment will be effective as of January 1 of such fiscal year. 
Executive's Base Compensation will never be less than the Base Compensation for
the preceding year without Executive's written consent.

     (b)   Incentive Compensation.  During the Term of Employment, Executive is
eligible to receive an annual cash bonus in the amount up to 50% of Executive's
Base Compensation for each fiscal year of the Company, commencing with the
Company's fiscal year ending December 31, 1999 (the "Incentive Bonus").  No
later than March 1 of each fiscal year the Company's Board of Directors will
provide Executive with a statement of  performance objectives that will be used
as criteria to determine Executive's eligibility for the Incentive Bonus for
that year.  Beginning with the fiscal year ending December 31, 1999, the Board
of Directors or its representatives shall meet with Executive by March 31 of
each fiscal year to review his performance under the performance objectives for
the preceding fiscal year and to make a decision regarding the amount of the
Incentive Bonus.  Notwithstanding the above, for the fiscal year ending
December 31, 1999, Executive will receive a minimum Incentive Bonus of $75,000. 
The Incentive Bonus accrues on the last day of the Company's fiscal year, and
the Company shall pay the Incentive Bonus within ninety (90) days of the
Company's fiscal year end.

     (c)   Signing Bonus.  The Company will pay Executive a signing bonus of
$25,000 on the first regular payday after commencement of Executive's
employment.  An additional amount of $25,000 will accrue and be payable on the
first regular payday after January 1, 1999.

4.   Executive Benefits; Reimbursement of Expenses

     During the term of this Agreement, the Company shall provide such fringe
benefits, including three weeks paid vacation, paid sick leave, paid holidays,
participation in health insurance plans, and other employee benefits consistent
with those offered to other senior management, in accordance with the policies
of the Company in effect from time to time. In addition, the Company will
provide Executive with term life insurance in the amount of three times his
Base Compensation and long-term disability insurance in the amount of 60% of
his Base Compensation, provided that the aggregate expense to the Company of
such benefits does not exceed $15,000 per year; if the cost of such benefits
would exceed $15,000 per year, the Company will apply $15,000 to the purchase
of reduced term life insurance and disability coverages as Executive may
direct, subject to availability, or will allow Executive to contribute the
difference in cost to purchase the specified coverages.  In addition, during
the Term of Employment, the Company shall reimburse Executive for Executive's
reasonable travel, entertainment, automobile mileage and research expenses
incurred in connection with Executive's employment under this Agreement, in
accordance with the policies of the Company in effect from time to time.

5.   Termination

     (a)   Right to Terminate.  Either the Company or Executive may terminate
Executive's employment upon thirty (30) days prior written notice to the other.

     (b)   Termination for Cause and Voluntary Termination.  If Executive's
employment is terminated by the Company for Cause (as defined below), or if
Executive voluntarily terminates the employment by the Company without Good
Reason (as defined below), Executive shall be entitled to receive no other
payments except (i) the Base Compensation through the date of termination; (ii)
any unpaid reimbursement of business expenses; and (iii) any amounts or
benefits required by law to be provided.

     (c)   Death, Disability, Termination Without Cause and for Good Reason. 
If Executive's employment is terminated by Executive's death or disability, or
by the Company without Cause, or by Executive with Good Reason, Executive shall
be entitled to receive no other payments except (i) the Base Compensation
through the date of termination; (ii) a pro rata amount of the Incentive Bonus
that has been earned through the date of termination; (iii) any unpaid
reimbursement of business expenses; (iv) any amounts or benefits required by
law to be provided; and (v) an amount equal to one year's Base Compensation as
then in effect, in regular installments consistent with the Company's normal
payroll practices.

     (d)   "Cause" as used in this Agreement means any one or more of the
following events:

           (i)     Executive fails to devote substantially all of Executive's
           full business time, attention, and energies to the business of the
           Company or to discharge the duties as the President and Chief
           Executive Officer of the Company faithfully, diligently, to the best
           of Executive's abilities, and in a manner consistent with those
           duties normally associated with the position of Executive, and such
           failure continues for a period of ten business days after Executive
           receives written notice authorized by the Company's Board of
           Directors, setting forth with reasonable specificity the nature of
           such failure.

           (ii)    Executive breaches any of the covenants and agreements set
           forth in Sections 6, 7 or 8 and such failure continues for a period
           of ten business days after Executive receives written notice
           authorized by the Company's Board of Directors, setting forth with
           reasonable specificity the nature of such breach.

           (iii)   Executive fails to follow a directive of the Board of
           Directors and such failure continues for a period of ten business
           days after Executive receives written notice authorized by the
           Company's Board of Directors, setting forth with reasonable
           specificity the nature of such failure.
(iv)    Executive willfully engages in conduct that is significantly
           injurious to the Company, financially or otherwise, and such conduct
           continues, or such injury is not cured, within a period of ten
           business days after Executive receives written notice authorized by
           the Company's Board of Directors setting forth with reasonable
           specificity the nature of such conduct and injury.

           (v)     Executive is convicted of a crime involving moral turpitude.

           (vi)    Executive uses illegal drugs or abuses controlled substances
           or is habitually intoxicated.

     (e)   "Good Reason" as used in this Agreement means any one or more of the
following events:

           (i)     The Company breaches any provision of this Agreement and
           such breach continues for a period of ten (10) days after written
           notice thereof by Executive.

           (ii)    The Company effects any material change in the duties or
           conditions of employment of Executive, including assigning to
           Executive duties that are inconsistent with Executive's position as
           the President and Chief Executive Officer that Executive reasonably
           concludes to be materially adverse to Executive, and such change
           continues for a period of ten (10) business days after delivery of
           written notice to the Company.

           (iii)   Executive is not elected to serve as a director of the
           Company (and of any person that may in the future own a majority of
           the equity securities of the Company entitled to vote in the
           election of directors) or Executive is removed from any such office
           or offices, in each case without Executive's consent.

           (iv)    The Company does not relocate its corporate office to a
           location in Dallas or contiguous counties on or before December 31,
           1999, unless agreed to in writing by Executive.

           (v)     The Company notifies Executive that it does not wish to
           extend this Agreement for one (1) additional year pursuant to
           Section 1.

     (f)   The provisions of Sections 6, 7 and 8 shall survive any termination
or expiration of this Agreement.

     (g)   Executive agrees that he will be deemed to have resigned as a member
of the Board of Directors of the Company and of each subsidiary of the Company
effective upon any termination of employment.

6.   Restrictive Covenant

     In addition to any other covenants or agreements to which Executive may be
subject, for the Term of Employment and for a period of one (1) year from the
date of termination of employment (the "Noncompete Period"), Executive will
not, directly or indirectly, either as an individual or as an employee,
officer, director, shareholder, partner, adviser, or consultant, or in any
capacity whatsoever:

     (a)   conduct or assist others in conducting any business that is in
competition with the Business of the Company (as defined below) or any of its
Affiliates (as defined below) which are engaged in Businesses substantially
similar to the Business of the Company in any geographic area in the United
States and any other nation where the Company or any of its Affiliates operates
its restaurants;

     (b)   recruit, hire, assist others in recruiting or hiring, discuss
employment or refer to others for employment (collectively referred to as
"Recruiting Activity") any person who is, or within the 24 month period
immediately preceding the date of any such Recruiting Activity was, an employee
of the Company or any of its Affiliates; or

     (c)   approach or solicit any customer or vendor of the Company for the
purpose of competing with the Company or causing, directly or indirectly, any
such person to cease doing business with the Company.

For the purposes of this Agreement, the "Business of the Company" means the
business of owning, operating, managing, consulting or otherwise advising
restaurants, diners, cafes, cafeterias or other eating establishments offering
buffets or a-la-carte or "all you can eat" cafeteria style meals, in each case
at a comparable price point to that offered by the Company, or wholesale food
or commissary operations, and designing, producing or distributing, serving or
otherwise selling products that are competitive with any products served,
produced or sold by the Company.  The term "Affiliates" means all subsidiaries
of the Company and each person or entity that controls, is controlled by, or is
under common control with the Company.  It is understood and agreed that the
scope of each of the covenants contained in this Section 6 is reasonable as to
time, area, and persons and is necessary to protect the legitimate business
interest of the Company.  It is further agreed that such covenants will be
regarded as divisible and will be operative as to time, area and persons to the
extent  that they may be so operative.  The terms of this Section 6 shall not
apply to the ownership by Executive of less than 5% of a class of equity
securities of an entity, which securities are publicly traded on the New York
Stock Exchange, the American Stock Exchange, the National Market System of the
National Association of Securities Dealers Automated Quotation System or other
national market system.  The provisions of this Section 6 will survive any
termination or expiration of this Agreement.

7.   Confidentiality and Property.

     (a)   Executive acknowledges that all customer, supplier and distributor
lists, trade secrets, plans, production techniques, sales, marketing and
expansion strategies, and technology and processes of the Company and its
Affiliates, as they may exist from time to time, and information concerning the
products, services, production, development, technology and all technical
information, procurement and sales activities and procedures, promotion and
pricing techniques, and credit and financial data concerning customers of the
Company and its Affiliates are valuable, special, and unique  assets of the
Company and its Affiliates (collectively, "Confidential Information"). 
Executive acknowledges that access to and knowledge of the Confidential
Information is essential to the performance of Executive's duties under this
Agreement.  Executive represents and agrees that, except as specifically
authorized in writing by the Company or in connection with the performance of
Executive's  duties pursuant to Section 1, Executive will not, for a period of
two (2) years after any termination of employment, (i) disclose any
Confidential Information to any person or entity, or (ii) make use of any
Confidential Information for Executive's own purposes or for the benefit of any
other person or entity, other than the Company.
(b)   Executive acknowledges and agrees that all manuals, drawings,
blueprints, letters, notes, notebooks, reports, books, procedures, forms,
documents, records, or paper or copies thereof used in connection with the
operations or business of the Company made or received by Executive or made
known to Executive in any way in connection with Executive's employment and any
other Confidential Information are and will be the exclusive property of the
Company.  Executive agrees not to copy or remove any of the above from the
premises or custody of the Company, or disclose the contents thereof to any
other person or entity, other than as may be required in order for Executive to
perform the duties under this Agreement.  Executive acknowledges that all such
papers and records will at all times be subject to the control of the Company,
and Executive agrees to surrender the same upon request of the Company, and
will surrender such no later than any termination of employment with the
Company, whether voluntary or involuntary.  The Company may notify anyone
employing Executive at any time of the provisions of this Agreement.

8.   Injunctive Relief, Arbitration

     (a)   Executive acknowledges that a remedy at law for any breach or
attempted breach of Sections 6 or 7 of this Agreement by Executive will be
inadequate, agrees that the Company will be entitled to specific performance
and injunctive and other equitable relief in case of any breach or attempted
breach of such sections by Executive, and agrees not to use as a defense that
the Company has an adequate remedy at law.  Notwithstanding paragraphs (b),
(c), and (d) below, Sections 6 and 7 of this Agreement shall be enforceable in
a court of equity, or other tribunal with jurisdiction, by a decree of specific
performance, and appropriate injunctive relief may be applied for and granted
in connection herewith.  Such remedy shall not be exclusive and shall be in
addition to any other remedies now or hereafter existing at law or in equity,
by statute or otherwise, which remedies shall be determined by binding
arbitration as provided below.  No delay or omission in exercising any right or
remedy set forth in this Agreement shall operate as a waiver thereof or of any
other right or remedy and no single or partial exercise thereof shall preclude
any other or further exercise thereof or the exercise of any other right or
remedy.

     (b)   Executive and the Company acknowledge and agree that any claim or
controversy arising out of or relating to this Agreement or the breach of this
Agreement, or any other dispute arising out of or relating to the employment of
Executive by the Company, other than claims described in paragraph (a) above,
shall be settled by final and binding arbitration in Dallas, Texas in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association in effect on the date the claim or controversy arises.  Executive
and the Company further acknowledge and agree that either party must request
arbitration of any claim or controversy within one year of the date the claim
or controversy accrues or first arises by giving written notice of the party's
request for arbitration by certified U.S. mail or personal delivery addressed
to the Company's principal business address or to Executive's last known
address reflected in the Company's personnel records.  Notice shall be
effective upon delivery or mailing.  Failure to give notice of any claim or
controversy within ninety days shall constitute a waiver of the claim or
controversy.

     (c)   All claims or controversies subject to arbitration shall be
submitted to arbitration within six months from the date the written notice of
a request for arbitration is effective.  All claims or controversies shall be
resolved by a panel of three arbitrators who are licensed to practice law in
the State of Texas and who are experienced in the arbitration of labor and
employment disputes.  These arbitrators shall be selected in accordance with
the Commercial Arbitration Rules of the American Arbitration Association in
effect at the time the claim or controversy arises.  Either party may request
that the arbitration proceeding be stenographically recorded by a Certified
Shorthand Reporter.  The arbitrators shall issue a written decision with
respect to all claims or controversies within thirty days from the date the
claims or controversies are submitted to arbitration.  The parties shall be
entitled to be represented by legal counsel at any arbitration proceeding. 
Executive and the Company agree that each party will bear fifty percent of the
cost of the arbitration proceeding.  The parties shall be responsible for
paying their own attorneys' fees, if any.

     (d)   The Company and Executive agree that the arbitration provisions in
the preceding paragraphs may be specifically enforced by either party and by
any court of competent jurisdiction.  The Company and Executive further
acknowledge and agree that the decision of the arbitrators may be specifically
enforced by either party in any court of competent jurisdiction.

9.   Binding Nature

     The rights and obligations of the Company under this Agreement will inure
to the benefit of and will be binding upon the successors and assigns of the
Company.

10.  Severability

     If any provision of this Agreement is declared or found to be illegal,
unenforceable, or void, in whole or in part, then both parties will be relieved
of all obligations arising under such provision, but only to the extent it is
illegal, unenforceable, or void.  The intent and agreement of the parties to
this Agreement is that this Agreement will be deemed amended by modifying any
such illegal, unenforceable, or void provision to the extent necessary to make
it legal and enforceable while preserving its intent, or if such is not
possible, by substituting therefor another provision that is legal and
enforceable and achieves the same objectives.  Notwithstanding the foregoing,
if the remainder of this Agreement will not be affected by such declaration or
finding and is capable of substantial performance, then each provision not so
affected will be enforced to the extent permitted by law.

11.  Waiver

     No delay or omission by either party to this Agreement to exercise any
right or power under this Agreement will impair such right or power or be
construed as a waiver thereof.  A waiver by either of the parties to this
Agreement of any of the covenants to be performed by the other or any breach
thereof will not be construed to be a waiver of any succeeding breach thereof
or of any other covenant contained in this Agreement.  All remedies provided
for in this Agreement will be cumulative and in addition to and not in lieu of
any other remedies available to either party at law, in equity, or otherwise.

12.  Governing Law

     THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY PRINCIPLE
OF CONFLICT-OF-LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.
13.  Notices

     All notices which are required or may be given pursuant to this Agreement
will be in writing and mailed or delivered to the addresses set forth on the
signature page of this Agreement, or to such other address as either party will
request of the other in writing.  All notices will be deemed to be effective
upon delivery to any agent for personal delivery or upon mailing.

14.  Entire Agreement

     This Agreement constitutes the entire agreement between the parties to
this Agreement with respect to the subject matter of this Agreement and there
are no understandings or agreements relative to this Agreement which are not
fully expressed in this Agreement, except for that certain Option Agreement by
and between the Company and Executive of even date herewith.  All prior
agreements with respect to the subject matter of this Agreement are expressly
superseded by this Agreement.  No change, waiver, or discharge of this
Agreement will be valid unless in writing and signed by the party against which
such change, waiver, or discharge is to be enforced.

15.  No Violation

     The execution, delivery and performance of this Agreement by Executive
will not conflict with or result in the breach of any term or provision of, or
violate or constitute a default under any agreement, instrument, order, law or
regulation to which Executive is a party or by which Executive is in any way
bound or obligated.

     IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement on the date first above written.

           THE COMPANY:

           FURR'S/BISHOP'S, INCORPORATED

           By:/s/ Suzanne Hopgood
              ------------------------------
              Suzanne Hopgood,
              Chairman of the Board of Directors

           Address:     6901 Quaker Avenue
                        Lubbock, Texas  79413

           EXECUTIVE:

           By:/s/ Phillip Ratner
              ------------------------------
              Phillip Ratner

           Address:     10 Eastshore
                        Heath, Texas 75087
Exhibit 10.2

                            INDEMNIFICATION AGREEMENT

     This Agreement is made effective as of September 27, 1998, by and between
Furr's/Bishop's Incorporated, a Delaware corporation (the "Company"), and
Phillip Ratner ("Director").

                              W I T N E S S E T H:
                              - - - - - - - - - - 
     WHEREAS, public companies have from time to time experienced difficulty in
obtaining directors' and officers' liability insurance and significant
variability in premiums and in the scope of coverage of such insurance; and

     WHEREAS, the Company currently maintains such insurance but there can be
no assurance that such insurance will be available to the Company and Director
in the future; and

     WHEREAS, the Company, in order to induce Director to serve or to continue
to serve the Company, has agreed to provide Director with the benefits
contemplated by this Agreement;

     NOW, THEREFORE, in consideration of the promises, conditions,
representations and warranties set forth herein, the Company and Director
hereby agree as follows:

     l.     Definitions.  The following terms, as used herein, shall have the
following respective meanings:

            "Change in Control" shall be deemed to have occurred if (i) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended (the "Act")), other than a
     trustee or other fiduciary holding securities under an employee benefit
     plan of the Company or a corporation owned directly or indirectly by the
     stockholders of the Company in substantially the same proportions as their
     ownership of stock of the Company, is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Act), directly or indirectly, of
     securities of the Company representing 20% or more of the total voting
     power represented by the Company's then outstanding voting securities,
     (ii) during any period of two consecutive years commencing on or after
     January 2, 1996, individuals who at the beginning of such period
     constitute the Board of Directors of the Company and any new director
     whose election by the Board of Directors or nomination for election by the
     Company's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for election was
     previously so approved, cease, for any reason, to constitute a majority of
     the Board of Directors, (iii) the stockholders of the Company approve a
     merger or consolidation of the Company with any other corporation, other
     than a merger or consolidation that would result in the voting securities
     of the Company outstanding immediately prior thereto continuing to
     represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) at least 80% of the total
     voting power represented by the voting securities of the Company or such
     surviving entity outstanding immediately after such merger or
     consolidation, or (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for sale or
     disposition by the Company of all or substantially all of the Company's
     assets.

          "Claim" means any threatened, pending or completed action, suit or
     proceeding, or any inquiry or investigation, whether conducted by or on
     behalf of the Company or any other party, that Director in good faith
     believes might lead to the institution of any such action, suit or
     proceeding, whether civil, criminal, administrative, investigative or
     other.

          "Covered Act" means any breach of duty, neglect, error, misstatement,
     misleading statement, omission or other act done or wrongfully attempted
     by Director, including Director's own negligence, or any of the foregoing
     alleged by any claimant or any event or occurrence related to the fact
     that Director is or was a director of the Company or is or was serving at
     the request of the Company as a director of another corporation,
     partnership, joint venture, trust or other entity.

          "Determination" means a determination, based on the facts known at
     the time, by:

          (i)     A majority vote of all disinterested directors;

          (ii)    Special, independent legal counsel in a written opinion
     prepared at the request of a majority of all disinterested directors or
     pursuant to Section 4(a);

          (iii)   A majority of the disinterested stockholders of the Company;
     or

          (iv)    A final adjudication by a court of competent jurisdiction.

     "Determined" shall have a correlative meaning.

     "Excluded Claim" means any Claim:

          (i)     Based upon or attributable to Director gaining in fact any
     personal profit or advantage to which Director is not entitled;

          (ii)    For the return by Director of any remuneration paid to
     Director, without the previous approval of the stockholders of the
     Company, which is illegal;

          (iii)   For an accounting of profits in fact made from the purchase
     or sale by Director of securities of the Company within the meaning of
     Section 16 of the Act or similar provisions of any state law;

          (iv)    Resulting from Director's knowingly fraudulent, dishonest or
     willful misconduct; or

          (v)     Any claim for which indemnification is prohibited by
     applicable law.

          "Expenses" means any expense reasonably incurred by Director as a
     result of a Claim or Claims made against Director for Covered Acts
     including, without limitation, attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with
     investigating, defending, being a witness in, or participating in, or
     preparing to defend, be a witness in, or participate in any Claim relating
     to any Covered Act (including an appeal), whether or not Director is a
     named defendant or respondent, but shall not include Fines.

          "Fines" means any fine, penalty or, with respect to an employee
     benefit plan, any excise tax or penalty assessed with respect thereto.

          "Losses" means any amount that Director is legally obligated to pay
     as a result of a Claim or Claims made against Director for Covered Acts
     including, without limitation, damages and judgments and sums paid in
     settlement of a Claim or Claims, but shall not include Fines.

     2.   Maintenance of Directors' and Officers' Liability Insurance.

          (a)     The Company hereby covenants and agrees that, so long as
     Director shall continue to serve as a director of the Company and
     thereafter so long as Director shall be subject to any Claim for any
     Covered Act, the Company, subject to Section 2(c), shall use its best
     efforts to maintain in full force and effect directors' and officers'
     liability insurance.

          (b)     In all policies of directors' and officers' liability
     insurance maintained by the Company, Director shall be named as an insured
     in such a manner as to provide Director the same rights and benefits,
     subject to the same limitations, as are accorded to the Company's
     directors or officers most favorably insured by such policy.

          (c)     The Company shall have no obligation to maintain directors'
     and officers' liability insurance if the Board of Directors of the Company
     determines in good faith that such insurance is not reasonably available,
     the premium cost for such insurance is unreasonably disproportionate to
     the amount of coverage provided, or the coverage provided by such
     insurance is so limited by exclusions as to provide an unreasonably
     insufficient benefit.

     3.   Indemnification.  The Company shall indemnify Director and hold
Director harmless from any and all Losses, Expenses and Fines to the fullest
extent authorized, permitted or not prohibited (i) by the General Corporation
Law of the State of Delaware (the "GCL"), or any other applicable law
(including judicial, regulatory or administrative interpretations or readings
thereof), the Company's Certificate of Incorporation or Bylaws as in effect on
the date hereof, or (ii) by any amendment thereof or other statutory provision
authorizing or permitting such indemnification that is adopted after the date
hereof, subject to the further provisions of this Agreement.  In the event that
after the date of this Agreement the Company provides any greater right of
indemnification, in any respect, to any other person serving as an officer or
director of the Company, then such greater right of indemnification shall inure
to the benefit of Director and shall be deemed to be incorporated in this
Agreement as a basis for indemnity, at Director's election, together with the
indemnity expressly set forth herein.

     4.   Excluded Coverage.

          (a)     The Company shall have no obligation to indemnify Director
     for and hold Director harmless from any Loss, Expense or Fine which has
been Determined to constitute an Excluded Claim, provided that in the
     event of a Change in Control, then with respect to all matters thereafter
     arising concerning the rights of Director to indemnity payments and
     Expense advances under this Agreement, or any other agreements or bylaws
     now or hereafter in effect relating to Claims for Covered Acts, a
     Determination with respect to an Excluded Claim shall be made only by a
     court of competent jurisdiction or by special, independent legal counsel
     selected by Director and approved by the Company (which approval shall not
     be unreasonably withheld), and who has not otherwise performed services
     for the Company or Director.  In the event that Director and the Company
     are unable to agree on the selection of the special, independent legal
     counsel, such special, independent legal counsel shall be selected by lot
     from among at least five law firms designated by Director, each in the
     States of Delaware or Texas having more than thirty-five (35) attorneys
     and having a rating of "av" or better in the then current
     Martindale-Hubbell Law Directory.  Such selection shall be made in the
     presence of Director (and Director's legal counsel or either of them, as
     Director may elect) and a representative of the Company.  Such special,
     independent legal counsel, among other things, shall determine whether and
     to what extent Director would be permitted to be indemnified under
     applicable law and shall render its written opinion to the Company and
     Director to such effect.

          If there has been a Determination that the Company is not obligated
     to indemnify Director as a result of an Excluded Claim (whether by
     special, independent legal counsel or otherwise), Director shall have the
     right to commence litigation in any court in the State of Delaware having
     subject matter jurisdiction thereof, and in which venue is proper,
     challenging any such Determination.  The Company shall be reimbursed by
     Director (who hereby agrees to reimburse the Company) for all amounts
     theretofore paid as indemnity or advancement of expenses with respect to
     such Excluded Claim (but only upon a final judicial Determination that
     Director is not entitled to indemnification made with respect thereto as
     to which all rights of appeal have been exhausted or lapsed).  The Company
     shall be obligated to indemnify or advance any additional amounts to
     Director in accordance with this Agreement until such judicial
     Determination has been made.

          (b)     The Company shall use its best efforts to make the
     Determination contemplated herein promptly.  Upon request by Director, in
     connection with any matter for which indemnification or advances of
     expenses may be sought hereunder, the Company agrees to promptly make a
     Determination whether such matter constitutes an Excluded Claim.  In this
     connection, the Company agrees:

                 (i)    if the Determination is to be made by a majority of
          disinterested directors of the Company or a committee thereof, such
          Determination shall be made not later than thirty (30) days after a
          written request for a Determination (a "Request") is delivered to the
          Company by Director;

                 (ii)   if the Determination is to be made by special,
          independent legal counsel, such Determination shall be made not later
          than forty (40) days after selection of independent legal counsel and
          in any event not later than sixty (60) days after a Request is
          delivered to the Company by Director; and
(iii)  if the Determination is to be made by the stockholders
          of the Company, such Determination shall be made not later than
          ninety (90) days after a Request is delivered to the Company by
          Director.

          The failure to make a Determination within the above-specified time
     periods shall constitute a Determination approving full indemnification or
     reimbursement of Director.  All costs of making the Determination shall be
     borne solely by the Company.

          (c)  The Company shall have no obligation to indemnify Director and
     hold Director harmless for any Loss, Expense or Fine to the extent that
     Director is actually and finally reimbursed for such Loss, Expense or Fine
     by the Company pursuant to the Company's Bylaws or otherwise.

          (d)  The Company shall have no obligation to indemnify Director and
     hold Director harmless for any Fines to the extent that such
     indemnification is prohibited by the GCL.

     5.   Indemnification Procedures.

          (a)   Promptly after receipt by Director of notice of the
     commencement of or the threat of commencement of any Claim, Director
     shall, if indemnification with respect thereto is being sought from the
     Company under this Agreement, notify the Company of the commencement
     thereof, provided that failure to so notify the Company shall not relieve
     the Company from any liability that it may have to Director under this
     Agreement unless such failure materially and adversely affects the rights
     of the Company.

          (b)   If, at the time of the receipt of such notice, the Company has
     directors' and officers' liability insurance in effect, the Company shall
     give prompt and proper notice of the commencement of such Claim to the
     insurer.  The Company shall thereafter take all necessary or desirable
     action to pay or to cause such insurer to pay, on behalf of Director, all
     Losses, Expenses and Fines payable as a result of such Claim in accordance
     with the terms of such policies.

          (c)   To the extent the Company does not, at the time of the
     commencement of or the threat of commencement of such Claim, have
     applicable directors' and officers' liability insurance, or if the full
     amount of any Expenses arising out of such action, suit or Claim will not
     be payable under such insurance then in effect, the Company shall be
     obligated to pay the Expenses relating to any such Claim in advance of the
     final disposition thereof, unless the Claim has been Determined to be an
     Excluded Claim for which the Company is not obligated to provide indemnity
     or advancement of Expenses under Section 4(a) of this Agreement.  The
     Company may, if appropriate, assume the defense of such Claim, with
     counsel satisfactory to Director, upon the delivery to Director of written
     notice of its election so to do.  After delivery of such notice, the
     Company will not be liable to Director under this Agreement for any legal
     or other Expenses subsequently incurred by Director in connection with
     such defense other than reasonable costs of investigation, provided that
     Director shall have the right to employ counsel to participate in the
     investigation and defense of any such Claim, but the fees and expenses of
     such counsel incurred after delivery of notice from the Company of its
assumption of such defense shall be at the Director's expense, provided
     further that if (i) the employment of counsel by Director has been
     previously authorized by the Company, (ii) counsel for Director shall have
     reasonably concluded that there may be a conflict of interest between the
     Company and Director in the conduct of any such defense and so notified
     the Company in writing, or (iii) the Company shall not, in fact, have
     taken all necessary actions to effectively assume the defense of such
     action, the fees and expenses of Director's counsel shall be at the
     expense of the Company.

          (d)   All payments on account of the Company's indemnification and
     advancement obligations under this Agreement shall be made promptly, but
     in any event within thirty (30) days of Director's written request
     therefor, provided that all payments on account of the Company's
     obligations under Paragraph 5(c) of this Agreement prior to the final
     disposition of any Claim, shall be made within ten (10) days of Director's
     written request therefor.

          (e)   Director agrees to reimburse the Company for all Losses,
     Expenses and Fines paid by the Company on behalf of Director in connection
     with any Claim against Director in the event and only to the extent that a
     Determination shall have been made by a court in a final adjudication from
     which there is no further right of appeal that the Director is not
     entitled to be indemnified by the Company for such amounts because the
     Claim is an Excluded Claim or because Director is otherwise not entitled
     to payment under each of this Agreement, applicable law and any other
     right of indemnity or contribution by the Company that may be available to
     Director.

          (f)   Company agrees that it will provide reasonable cooperation to
     Director and Director's counsel and their advisors in connection with the
     investigation and defense of any Claim for which indemnity is sought by
     Director under this Agreement or otherwise, including (i) providing
     reasonable access to, and right to make copies of, Company's records, (ii)
     providing reasonable access to Company's officers, employees and counsel,
     and (iii) making Company's officers and employees reasonably available for
     depositions, trial testimony, and preparation therefor.

     6.   Final Determination; Settlement.  The Company shall pay all Losses or
Fines for which Director is indemnified hereunder upon final Determination that
the Director is entitled to indemnity therefor.  The Company shall have no
obligation to indemnify Director under this Agreement for any amounts paid in
settlement of any Claim effected without the Company's prior written consent. 
The Company shall not settle any claim in any manner which would impose any
Fine or any obligation on Director without Director's written consent.  Neither
the Company nor Director shall unreasonably withhold their consent to any
proposed settlement.

     7.   Rights Not Exclusive.  The rights provided hereunder shall not be
deemed exclusive of any other rights to which Director may be entitled under
any charter provision, bylaw, agreement, vote of stockholders or of
disinterested directors or otherwise, both as to action in his official
capacity and as to action in any other capacity by holding such office, and
shall continue after Director ceases to serve the Company as a director.
8.   Enforcement.

          (a)   Director's right to indemnification shall be enforceable by
     Director only in the state courts of the State of Delaware and shall be
     enforceable notwithstanding any adverse Determination regarding the
     Director's right to indemnification.  In any such action, if a prior
     adverse Determination regarding the Director's right to indemnification
     has been made, the burden of proving that indemnification is required
     under this Agreement shall be on Director.  The Company shall have the
     burden of proving that indemnification is not required under this
     Agreement if no prior adverse Determination shall have been made.

          (b)   In the event that any action is instituted by Director under
     this Agreement, or to enforce or interpret any of the terms of this
     Agreement, Director shall be entitled to be paid all court costs and
     expenses, including reasonable counsel fees, incurred by Director with
     respect to such action, unless the court determines that each of the
     material assertions made by Director as a basis for such action were not
     made in good faith or were frivolous.

     9.   Severability.  In the event that any provision of this Agreement is
determined by a court to require the Company to do or to fail to do an act
which is in violation of applicable law, such provision shall be limited or
modified in its application to the minimum extent necessary to avoid a
violation of law, and, as so limited or modified, such provision and the
balance of this Agreement shall be enforceable in accordance with its terms.

     10.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

     11.  Consent to Jurisdiction.  The Company and Director each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding that arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state courts of the State of Delaware.

     12.  Successors and Assigns.  This Agreement shall be (i) binding upon all
successors and assigns of the Company (including any transferee of all or
substantially all of its assets and any successor by merger or otherwise by
operation of law) and (ii) shall be binding on and inure to the benefit of the
heirs, personal representatives, and estate of Director.

     13.  Amendment.  No amendment, modification, termination or cancellation
of this Agreement shall be effective unless made in a writing signed by each of
the parties hereto.

     14.  Subrogation.  In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Director, who shall execute all instruments required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents as may be necessary to enable the Company
effectively to bring suit to enforce such rights.
IN WITNESS WHEREOF, the Company and Director have executed this Agreement
as of the day and year first above written.

                                          FURR'S/BISHOP'S INCORPORATED

                                          By:/s/ Suzanne Hopgood
                                             --------------------------
                                             Suzanne Hopgood,
                                             Chairman of the Board of Directors

                                          DIRECTOR

                                          By:/s/ Phillip Ratner
                                             --------------------------
                                             Phil Ratner, Director
Exhibit 10.3

                       NONQUALIFIED STOCK OPTION AGREEMENT
                             1995 STOCK OPTION PLAN
                        OF FURR'S/BISHOP'S, INCORPORATED

     This STOCK OPTION AGREEMENT (the "Agreement") is made between
FURR'S/BISHOP'S, INCORPORATED, a Delaware corporation (the "Company"), and
Phillip Ratner (the "Executive"). The Company considers that its interests will
be served by granting the Executive an option to purchase shares of common
stock of the Company as an inducement for the Executive's effective performance
of services for the Company. The Board of Directors of the Company (the
"Board") has adopted, and the stockholders have approved, the 1995 Stock Option
Plan of Furr's/Bishop's Incorporated (the "Plan"), a copy of which is attached
hereto and incorporated by reference herein.  The Executive has been designated
as a participant in the Plan.

IT IS AGREED:

     1.   Subject to the terms of the Plan, on September 16, 1998 (the "Date of
Grant"), the Company hereby grants to the Executive an option (the "Option") to
purchase 750,000 shares of the common stock of the Company, $.01 par value per
share, at a price of $0.75 share, subject to adjustment as provided in the Plan
("the "Option Price").  The Option is exercisable according to the following
schedule:

     (a)  On the day after the first anniversary of the Date of Grant, the
          Option may be exercised with respect to up to 1/5 of the shares
          subject to the Option;

     (b)  after each succeeding anniversary of the Date of Grant, the Option
          may be exercised  with respect to up to an additional 1/5 of the
          shares subject to the Option, so that after the expiration of the
          fifth anniversary of the Date of Grant the Option will have been
          exercised in full; 

     (c)  to the extent not exercised, installments will be cumulative, and may
          be exercised in whole or in part; and

     (d)  the Option will become fully vested and exercisable upon the
          termination of the Executive's status as the Company's Chief
          Executive Officer at any time within twelve months following the
          occurrence of a "change of control," other than a termination of
          Executive's employment by the Company for "cause" or by the Executive
          other than for "good reason," as such terms are defined in the
          Employment Agreement between Executive and the Company of even date
          herewith;

          A "change of control" of the Company will be deemed to exist upon the
     occurrence of any of the following events, if,  as a result of such event,
     or within twelve months thereafter, the individuals who constituted the
     Company's board of directors immediately prior to such event no longer
     constitute a majority of the members of the Company's board of directors:

          (i)     The Company is merged, consolidated or reorganized into or
     with another corporation or other legal person and as a result of such
merger, consolidation or reorganization less than 50% of the voting
     securities of the remaining corporation or legal person or its ultimate
     parent immediately after such transaction is available to be received by
     all shareholders of the Company on a pro rata basis and is actually
     received in respect of or exchange for voting securities of the Company
     pursuant to such transaction;

          (ii)    The Company sells all or substantially all of its assets to
     any other corporation or other legal person and as a result of such sale
     less than 50% of the combined voting securities of such corporation or
     legal person or its ultimate parent immediately after such transaction is
     available to be received by all Shareholders of the Company on a pro rata
     basis and is actually received in respect of or exchange for voting
     securities of the Company pursuant to such sale; or 

          (iii)   Any person or group (including any "person" or "group" as
     such terms are used in Section 13 or Section 14 of the Securities Exchange
     Act of 1934 and the regulations thereunder (the "Exchange Act")),
     excluding from such "group" any person or group owning at least ten
     percent (10%) of the common stock of the Company as of July 1, 1998, has
     become the beneficial owner (as the term "beneficial owner" is defined
     under the Exchange Act) of voting securities which, when added to any
     voting securities already owned by such person, would represent in the
     aggregate 50% or more of the then outstanding voting securities of the
     Company.  "Voting securities" means common stock and any other security
     which carries, or which is at the time of determination convertible into
     or exercisable to acquire a security that carries, the right to vote upon
     the election of the board of directors of the Company, with the number of
     such voting securities to be determined by reference to the number of
     votes that the holder could cast in the election of directors on a fully
     converted or exercised basis.

     Notwithstanding paragraphs (a) and (b) of this Section 1, the foregoing
     vesting schedule can be accelerated by action of the board of directors of 
    the Company in its discretion.

     2.   The Option granted to the Executive under this Agreement will not be
transferable or assignable by the Executive other than by will or the laws of
descent and distribution, and will be exercisable during the Executive's
lifetime only by the Executive.

     3.   The Option, to the extent such rights will not previously have been
exercised, will terminate and become null and void on the earliest of:

          (a)  the last day within the ten year period commencing on the Date
               of Grant (the "Expiration Date");

          (b)  the date that is 90 days after the date of termination of the
               Executive's service as Chief Executive Officer of the Company
               for any reason other than death or disability, as defined in the
               plan ("Disability");

          (c)  the date that is 180 days after the date of the termination of
               the Executive's service as Chief Executive Officer of the
               Company because of death or Disability.
In the event of the termination of the Executive's service as Chief
Executive Officer of the Company for any reason prior to the Expiration Date,
the Option will not continue to vest after such termination.  Upon the death of
the Executive, the Executive's executors, administrators or any person or
persons to whom this Option may be transferred by will or by the laws of
descent and distribution, will have the right to exercise the Option with
respect to the number of shares that the Executive would have been entitled to
exercise if the Executive were still alive.

     4.   This Agreement may not be changed or terminated orally but only by an
agreement in writing signed by the party against whom enforcement of any such
change or termination is sought.

     5.   The Company will not be deemed by the grant of the Option (as
distinguished from a separate employment agreement, if any) to be required to
continue the Executive's service or to nominate the Executive for election.

     6.   The Executive will not have any rights as a stockholder with respect
to any shares covered by the Option until the date of the issuance of the stock
certificate or certificates to the Executive for such shares following exercise
of the Option pursuant to its terms and conditions and payment for the shares. 
No adjustment will be made for dividends or other rights for which the record
date is prior to the date such certificate or certificates are issued.

     7.   The Executive consents to the placing on the certificate for any
shares covered by the Option of an appropriate legend restricting resale or
other transfer of such shares except in accordance with the Securities Act of
1933 and all applicable rules thereunder.

     8.   In the event of any difference of opinion concerning the meaning or
effect of the Plan or this Agreement, such difference will be resolved by the
committee referred to in the Plan.

     9.   The validity, construction and performance of this agreement will be
governed by the laws of the State of Delaware. Any invalidity of any provision
of this Agreement will not affect the validity of any other provision.

     10.  All offers, notices, demands, requests, acceptances or other
communications hereunder will be in writing and will be deemed to have been
duly made or given if mailed by registered or certified mail, return receipt
requested.  Any such notice mailed to the Company must be addressed to its
principal office, and any notice mailed to the Executive must be addressed to
the Executive's residence address as it appears on the books and records of the
Company or to such other address as either party may hereafter designate in
writing to the other.

     11.  This Agreement will, except as herein stated to the contrary, inure
to the benefit of and bind the legal representatives, successors and assigns of
the parties hereto.

     12.  This Option is a nonqualified stock option and is not intended to be
governed by section 422 of the Internal Revenue Code of 1986, as amended.

     13.  In accepting this Option, the Executive accepts and agrees to be
bound by all the terms and conditions of the Plan that pertain to nonqualified
stock options granted under the Plan.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to
be effective as of the day and year first above written.

                                         FURR'S/BISHOP'S, INCORPORATED

                                         By: /s/ Suzanne Hopgood 
                                             --------------------------
                                             Suzanne Hopgood
                                             Chairman of the Board of Directors

                                         By: /s/ Phillip Ratner
                                             --------------------------
                                             Phillip Ratner
                                             Executive
Exhibit 99.1

                                  PRESS RELEASE
                                SEPTEMBER 30,1998

6901 Quaker Avenue   P.O. Box 6747            Contact:
Lubbock, Texas 79493-6747                     Danny Meisenheimer (806-792-7151)
Phone: (806) 792-7151                         John Grimaldi (212-755-2850)

For Immediate Release

                   FURR'S/BISHOP'S APPOINTS NEW PRESIDENT/CEO
               ANNOUNCES $20 MILLION RESTAURANT RENOVATION PROGRAM
                  AND RELOCATION OF HEADQUARTERS TO DALLAS AREA

     LUBBOCK, TEXAS, September 30, 1998 - Furr's/Bishop's, Incorporated
(NYSE:CHI), one of the leading cafeteria operators in the U.S., today announced
the appointment of veteran restaurant industry executive Phillip Ratner to the
position of President and CEO.  The Company also announced that its Board of
Directors has approved a $20 million capital plan for new unit construction and
restaurant renovation, and the relocation of its corporate headquarters to the
Dallas/Fort Worth metro area.

     Furr's/Bishop's Chairman Suzanne Hopgood said that Ratner will assume
day-to-day operations responsibilities beginning in early October.  "He brings
to the Company more than three decades of experience in the restaurant
industry.  Mr. Ratner is a hands-on operating executive who has an enviable
track record of increasing shareholder value wherever he has been."

     Ratner, who began his career in the hospitality industry in 1966, served
most recently as Chairman and CEO of Spaghetti Warehouse.  Before that, he was
President and CEO of Acapulco Restaurants.

     "Joining the Furr's/Bishop's management team at this important time in the
Company's history is an exciting opportunity.  The prospects for the Company
have never been greater and I look forward to participating in a dynamic
program to fuel growth and profitability and to provide enhanced opportunities
for both employees and shareholders," said Ratner.

     The $20 million capital improvement program will target 20 restaurants in
Furr's/Bishop's core markets and will commence in December, 1998.  It will also
allow the Company to build several new units in undisclosed markets.

     Hopgood pointed out that Furr's/Bishop's began renovating cafeterias in
October, 1997 and that eight units which have been upgraded to date have since
experienced annual average sales increases of 11 percent or more.  "It's a
tried and true endeavor that focuses on creating a more attractive, less
institutional dining environment and, in general, a more progressive, `family
friendly' guest experience."

     Hopgood noted that while the Company's headquarters will be moved to
Dallas sometime in the Spring of 1999, Furr's/Bishop's will maintain a strong
presence in Lubbock.  Remaining in Lubbock will be some 200 employees at local
Furr's restaurants and more than 200 employees at the Company's Dynamic Foods
division.  The relocation will affect approximately 70 corporate office
executives and employees.

     "We have grown steadily with Lubbock and West Texas since our inception in
1947 and our commitment to this region in no way will be interrupted," Hopgood
added.  "The Board's decision to place our executive offices in the Dallas/Fort
Worth metro area is a strategic move.  It is designed to create efficiencies
and reduce costs at the corporate level by putting Company executives in the
midst of one of the nation's largest concentrations of restaurant industry
resources and one of the country's most important transportation centers."

     Furr's/Bishop's, the nation's third largest cafeteria chain with 1997
sales of $193.5 million, operates 101 cafeterias in 12 states - Arizona,
Arkansas, California, Colorado, Illinois, Iowa, Kansas, Oklahoma, Nevada, New
Mexico, Missouri and Texas.  Ninety-four of these are Furr's Family Dining
operations, 6 are Bishop's Buffet operations and one is a Furr's Family Buffet. 
These cafeterias have an average annual unit volume of $1.8 million.  The
Company's Dynamic Foods division develops, processes and distributes food
products to all Furr's/Bishop's restaurants and also sells to third parties.

                                     #######

          Certain statements in this release are forward-looking
          statements and the company can give no assurance that the
          expectations or potential occurrences reflected in such
          statements will be realized.  Efforts to close, sell, or
          improve operating results of underperforming stores depend
          on many factors not within the company's control, such as
          the negotiation of settlements of existing lease obligations
          under acceptable terms, availability of qualified buyers
          for owned locations, customer traffic, and general business
          conditions.