Schedule 14A

	(Rule 14a-101)


	SCHEDULE 14A INFORMATION

	Proxy Statement Pursuant to Section 14(a) of
	the Securities Exchange Act of 1934
	(Amendment No. _______)

Filed by the Registrant   [ X ]
Filed by a Party other than the Registrant   [   ]

Check the appropriate box:
[ X ]	Preliminary Proxy Statement			
[   ]	Confidential - For Use of the Commission
		Only (as permitted by Rule 14a-6(e)(2)
[   ]	Definitive Proxy Statement

[   ]	Definitive Additional Materials

[   ]  	Soliciting Material Pursuant to
	Rule 14a-11(c) or Rule 14a-12

   FAMILY STEAK HOUSES OF FLORIDA, INC.                          
 
	(Name of Registrant as Specified in its Charter)

   FAMILY STEAK HOUSES OF FLORIDA, INC.                          
 
(Name of Person(s) Filing Proxy Statement if other than the 
Registrant)

Payment of Filing Fee (Check the appropriate box):
[ X ]	No fee required.
[   ]	Fee computed on table below per Exchange Act Rules 14- 
     6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction 
applies:
		                                                       
 
	(2)	Aggregate number of securities to which transaction 
applies:
		                                                       
 
	(3)	Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (Set forth 
the amount on which the filing fee is calculated and 
state how it was determined):
		                                                       
 
	(4)	Proposed maximum aggregate value of transaction:
		                                                       
 
	(5)	Total fee paid:
		                                                       
 
[   ]	Fee paid previously with preliminary materials.
[   ]	Check box if any part of the fee is offset as provided 
     by Exchange Act Rule 0-11(a)(2) and identify the filing 
for which the offsetting fee was paid previously.  Identify 
the previous filing by registration statement number, or the 
Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
		                                                       
 
	(2)	Form, Schedule or Registration Statement No.:
		                                                    __
 
	(3)	Filing Party:
		                                                       
 
	(4)	Date Filed:
		                                                       
 

	[Letterhead of Family Steak Houses of Florida, Inc.]





NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

December __, 1997



DEAR SHAREHOLDERS:

	
	The Board of Directors of Family Steak Houses of Florida, Inc. 
has called a special meeting of shareholders to be held at the Sea 
Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida 32233, on 
____________, February ___, 1997 at 11:00 a.m., for the limited 
purpose of:

		Amending the Company's Articles of Incorporation to 
effect a one-for-five reverse stock split of the 
Company's common stock while keeping 20,000,000 shares 
of $.01 par value common stock authorized.

	The Board of Directors has fixed the close of business on 
December 18, 1997 as the record date for determining shareholders 
entitled to vote at this special meeting.  Only shareholders of 
record at the close of business on that date are entitled to vote 
at this special meeting.

	Whether or not you plan to attend the special meeting, please 
complete the enclosed proxy and return it promptly so that your 
shares will be represented.  Sending in your proxy will not prevent 
you from voting in person at the special meeting.


						By order of the Board of Directors, 



						Lewis E. Christman, Jr.
						President and Chief Executive 
Officer


December __, 1997



	FAMILY STEAK HOUSES OF FLORIDA, INC.
	2113 Florida Boulevard
	Neptune Beach, Florida  32233
	(904) 249-4197

	                                              

	PROXY STATEMENT
	for
	FEBRUARY 1998 SPECIAL MEETING OF SHAREHOLDERS



	This Proxy Statement (this "Statement") and the enclosed proxy 
are being furnished by the Board of Directors (the "Board") of 
Family Steak Houses of Florida, Inc., a Florida corporation (the 
"Company") to the holders of outstanding shares of the Company's 
common stock, par value $.01 per share (the "Common Stock"), in 
connection with the solicitation of proxies to be voted at a 
special meeting of shareholders of the Company to be held 
__________, February ___, 1998 (the "Special Meeting") and any 
adjournments thereof.  This Statement and the accompanying proxy 
are being distributed to shareholders on or about December ____, 
1997.   

	The sole purpose of the Special Meeting is to obtain a 
shareholder vote on the following proposal:

	To approve a one-for-five reverse split of the Common Stock 
and amend the Company's Articles of Incorporation to implement 
such a reverse split while maintaining 20,000,000 authorized 
shares of Common Stock.

The Board unanimously supports this proposal and recommends that 
the shareholders vote in favor of the proposal either in person or 
by proxy.

	PROPOSAL TO EFFECT A REVERSE SPLIT AND 
	AMEND THE COMPANY=S ARTICLES OF INCORPORATION

General

	The Board of Directors has determined that it would be 
advisable to amend the Company's Articles of Incorporation to 
effect a one-for-five reverse stock split of the Company's issued 
and outstanding Common Stock while keeping 20,000,000 authorized 
shares of Common Stock, at par value of $0.01, and 10,000,000 
authorized shares of the Company's preferred stock, at a par value 
of $0.01 (the "Reverse Split")

	Subject to shareholder approval, the Board of Directors has 
approved an amendment to the Company's Articles of Incorporation 
which would add a new paragraph to the Articles of Incorporation 
that would result in one post-split share of Common Stock ("Post-
Split Shares of Common Stock") being issued in exchange for every 
five shares of Common Stock issued and outstanding on the 
effective date of the Reverse Split ("Pre-Split Shares of Common 
Stock").  The text of such amendment is set forth in Appendix A 
hereto.  The Reverse Split will not affect the number or par value 
of the authorized shares of Common Stock, which will remain at 
20,000,000 shares, $0.01 par value per share.  The Reverse Split 
will not affect the number or par value of the authorized shares of 
the Company's preferred stock, which will remain at 10,000,000 
shares of Preferred stock, $0.01 par value per share.

	The Reverse Split will become effective on the date of filing 
Articles of Amendment to the Articles of Incorporation of the 
Company (the "Amendment") with the Secretary of State of Florida, 
Division of Corporations (the "Effective Date").  Each share of 
Common Stock then issued and outstanding would automatically, 
without any action on the part of the holders of such Common Stock, 
become and be converted into one-fifth of a share of Common Stock. 
 If the Amendment is approved and management determines to proceed 
with the Reverse Split, management will use its discretion to 
determine when to file the Amendment.  Management expects to file 
the Amendment immediately following the Special Meeting, provided 
the Amendment is approved by the shareholders.  See "Purposes of 
the Reverse Split."

Principal Effects of Reverse Split

	Based upon the 11,081,000 shares of Common Stock outstanding 
as of December 18, 1997, the Reverse Split would decrease the 
outstanding shares of Common Stock by approximately 80%, and, once 
effective, the Reverse Split would result in approximately 
2,216,200 Post-Split Shares of Common Stock outstanding. Fractional 
shares will be settled by rounding up to the next whole share.  
Similarly, the aggregate number of shares of Common Stock reserved 
for issuance upon exercise of warrants and options would decrease 
from approximately 1,466,447 shares to approximately 293,289.

	Each outstanding option or warrant will automatically become 
an option or warrant, as the case may be, to purchase 20% of the 
number of shares subject to the option or warrant immediately prior 
to the Reverse Split at an exercise price which is five times the 
exercise price of the option or warrant immediately prior to the 
Reverse Split.  In addition, the shares available for issuance 
under the Company's Incentive Stock Option Plan and Director Stock 
Option Plan will be reduced by approximately 80% to reflect the 
Reverse Split, and the other relevant terms and provisions of the 
Company's stock option plans will be appropriately adjusted to 
reflect the Reverse Split.  The Company will obtain a new CUSIP 
number for the Common Stock effective at the time of the Reverse 
Split.  Following the effectiveness of the Reverse Split, the 
Company will provide each record holder of Common Stock information 
to enable such holder to obtain replacement stock certificates.

	The Reverse Split will not affect the par value of the 
authorized Common Stock, and the number of authorized shares of 
Common Stock will remain at 20,000,000 shares.  The Reverse Split 
will not affect the number or par value of the authorized shares of 
preferred stock.  As a result, if the Amendment is approved, the 
decrease in the number of shares of Common Stock outstanding and 
reserved for issuance pursuant to the exercise of options and 
warrants will result in an increase in the number of shares of 
Common Stock authorized and available for issuance.  The terms of 
the Post-Split Shares of Common Stock will be the same as the terms 
of the Pre-Split Shares of Common Stock, and subject to the 
provisions for the settlement of fractional shares, as described 
below, consummation of the Reverse Split will not result in a 
change in the relative equity interest in the Company or the voting 
power or the rights, preferences or privileges of the holders of 
Common Stock.

	Under the Rights Agreement dated as of March 18, 1997 (the 
"Rights Agreement") between the Company and ChaseMellon Shareholder 
Services, LLC, as rights agent (the "Rights Agent"), each share of 
Common Stock also evidences a Right (as defined in the Rights 
Agreement) until the occurrence of certain events as specified in 
the Rights Agreement.  If the shareholders approve the Amendment 
and the Reverse Split occurs, the Rights Agreement provides that 
the Rights associated with each share of Common Stock will be 
proportionally adjusted so that each share of Common Stock will 
then evidence four Rights under the Rights Agreement.    

	The Rights Agreement also provides that the Board has the 
option of issuing shares of Common Stock in exchange for Rights 
upon the occurrence of certain events described in the Rights 
Agreement.  Prior to the Reverse Split, the number of shares of 
Common Stock authorized for issuance is not sufficient to fully 
implement this exchange under the Rights Agreement.  If the Reverse 
Split is consummated, the resulting increase in the number of 
shares authorized and available for issuance will enable the Board, 
if it so decides, to fully implement this exchange of shares of 
Common Stock for Rights upon the occurrence of those events set 
forth in the Rights Agreement.

	The following table illustrates the principal effects of the 
Reverse Split discussed in the preceding paragraphs:



	Number of Shares of Common Stock

			BEFORE REVERSE SPLIT			AFTER REVERSE SPLIT
		 							

Authorized				20,000,000					20,000,000

Outstanding				11,081,000					2,216,200

Subject to Outstanding 		   969,200					193,840
Options and Warrants

Reserved for Issuance in	   766,447					153,289
Connection with Future
Grants Under Option Plans

Available for Future		7,183,353					17,436,671
Issuance by Action of
the Board (after giving
effect to the above reservations)


	Assuming the Reverse Split is approved and management 
determines to proceed with the Reverse Split, the Company will file 
Articles of Amendment, with the Secretary of State of Florida, 
Division of Corporations, effecting the Reverse Split.  See 
"Purposes of the Reverse Split."

Purposes of the Reverse Split

	The Company is currently quoted on the NASDAQ Stock Market as 
a National Market Security ("NASDAQ/NMS").  Under new requirements 
for NASDAQ/NMS securities that become effective on February 
23,1998, the Common Stock must maintain a minimum $1 bid price to 
be eligible for continued quotation on NASDAQ/NMS.  On December 
___, 1997, the closing bid price of the Pre-Split Shares of Common 
Stock was $______.  If the Company fails to maintain such $1 
minimum bid price, the Common Stock will be subject to delisting.  
In that event, the liquidity of the Common Stock could be impaired, 
through delays in the timing of transactions, reduction in the news 
media's coverage of the Company, lack of investment analyst 
interest in covering the Company, applicability of certain sales 
practice requirements on brokers-dealers, and the price of Common 
Stock may be lower than might otherwise be obtained.  See Record 
Date and Voting Securities - Possible Delisting from The Nasdaq 
National Stock Market.

	The Reverse Split would decrease the number of shares of 
Common Stock outstanding and presumably increase the per share 
market price for the Post-Split Shares of Common Stock.  The Board 
believes that the relatively low market price per share of the 
Common Stock may impair the marketability of the Common Stock to 
institutional investors and members of the investing public.  In 
theory, the number of shares outstanding should not, alone affect 
the marketability of the Common Stock, the type of investor who 
acquires them, or the Company's reputation in the financial 
community.  In practice, however, this is often not the case, 
because many investors look upon low-priced shares as speculative 
in nature, and as a matter of policy, avoid investment in such 
stocks.  These factors may not only affect the liquidity of the 
Common Stock, but may also impair the Company's ability to raise 
additional capital through the sale of equity securities.

	The Board also recognizes that many leading brokerage firms 
are reluctant to recommend lower-priced securities to their 
clients.  In addition, a variety of brokerage house policies and 
practices currently tend to discourage individual brokers within 
firms from dealing in lower-priced stocks.  Some of those policies 
and practices relate to the payment of broker's commissions, 
regulations regarding sell to certain types of investors and time-
consuming procedures that make the handling of lower priced stocks 
economically unattractive to brokers.  The structure of brokerage 
commission tends to adversely impact holders of lower-priced stocks 
because brokerage commissions on a sale of a lower-priced stock 
generally represent a higher percentage of the sales price than the 
commissions on higher-priced stocks.

	The Board of Directors hopes that the decrease in the number 
of shares of Common Stock outstanding resulting from the Reverse 
Split and the anticipated corresponding increased price per share 
will stimulate interest in the Common Stock, promote greater 
liquidity for the Company's shareholders and result in a price 
level for the Post-Split Shares of Common Stock that will better 
assure that the Company will maintain its NASDAQ/NMS listing.  The 
Board also hopes that the Reverse Split will result in a price 
level for the Post-Split Shares of Common Stock that will mitigate 
the present reluctance, policies and practices of brokerage firms, 
and diminish the adverse impact of trading commissions, on the 
potential market for the Common Stock. 

	However, there is no assurance that the Reverse Split will 
achieve the desired results, that the price per Post-Split Share of 
Common Stock will increase proportionately with the decrease in the 
number of shares, or that any price increase can be sustained for a 
prolonged period of time.  The market often discounts a stock after 
a reverse split so that the price per share post-reverse split is 
less than the proportionate decrease in the number of shares.  In 
addition, it is possible that the liquidity of the Post-Split 
Shares of Common Stock may be adversely affected by the reduced 
number of shares outstanding if the proposed Reverse Split is 
effected.  Further, the Reverse Split might leave some shareholders 
with one or more "odd-lots" of the Common Stock (stock in amounts 
less than 100 shares).  These shares may become more difficult to 
sell, or require a greater commission per share to sell, than 
shares in even multiples of 100. 

	While the foregoing describes the principal rationales for the 
Reverse Split, the Reverse Split also results in an increase in the 
number of shares of Common Stock authorized and available for 
issuance.  Such shares may be used by the Board to effectuate a 
exchange of shares of Common Stock for Rights as described under 
Principal Effects of the Reverse Split and for other corporate 
purposes such as issuing shares under options and other incentive 
compensation plans, to make acquisitions and to raise additional 
capital.

	The Board of Directors believes that the Reverse Split is in 
the best interest of the Company and its shareholders.

Exchange of Certificates and Elimination of Fractional Share 
Interests

	On the Effective Date, each five Pre-Split Shares of Common 
Stock will automatically be combined and changed into one Post-
Split share of Common Stock.  No additional action on the part of 
the Company or any shareholder will be required in order to effect 
the Reverse Split and, beginning on the Effective Date, each 
certificate representing Pre-Split Shares of Common Stock will 
represent for all purposes one fifth of that number of Post-Split 
Shares of Common Stock.  Shareholders will be requested to exchange 
their certificates representing shares of Common Stock held prior 
to the Reverse Split for new certificates representing Shares of 
Common Stock issued as a result of the Reverse Split.  The 
Company's Transfer Agent will act as the Company's exchange agent 
in implementing the exchange of stock certificates.

	Shareholders will be furnished the necessary materials and 
instructions to effect such exchange promptly following the 
Effective Date.  Certificates representing Pre-Split Shares of 
Common Stock subsequently presented for transfer will not be 
transferred on the books and records of the Company but either will 
be returned to the tendering person for exchange or processed as a 
transfer of Post-Split shares of Common Stock.  SHAREHOLDERS SHOULD 
NOT SUBMIT ANY CERTIFICATE UNTIL REQUESTED TO DO SO.

	No scrip or fractional Post-Split Shares of Common Stock will 
be issued to any shareholder in connection with the Reverse Split. 
 In lieu of issuance of any fractional shares that would otherwise 
result from the Reverse Split, the Company will issue to any 
shareholder that would otherwise receive fractional shares one (1) 
additional share of Common Stock.

	Shareholders are encouraged to surrender their certificates 
for certificates evidencing whole Post-Split Shares of Common Stock 
as promptly as possible after receipt of instructions.

Federal Income Tax Consequences of the Reverse Split

	The following general description of the federal income tax 
consequences is based on the Internal Revenue Code of 1986, as 
amended, the applicable treasury regulations promulgated 
thereunder, judicial authority and current administrative rulings 
and practices as in effect on the date of this Statement, all of 
which are subject to change and any such change could apply 
retroactively.  

	This discussion is for general information only and does not 
purport to deal with all aspects of federal income taxation that 
may be relevant to the holders of Common Stock and does not discuss 
the consequences which may apply to special classes of taxpayers 
(e.g., non-resident aliens, broker-dealers, tax exempt 
organizations, banks or insurance companies).  Shareholders are 
urged to consult their own tax advisors to determine the particular 
federal, state, local and foreign tax consequences to them.

	The combination and change of each five Pre-Split Shares of 
Common Stock into one Post-Split share of Common stock should be a 
tax-free transaction, and no gain or loss will be recognized to the 
Company or its shareholders as a result of the Reverse Split.  The 
holding period of the Pre-Split Shares of Common Stock will be 
transferred to the Post-Split Shares of Common Stock received in 
exchange therefor, provided that the shareholder held the Pre-Split 
Shares of Common Stock as a capital asset at the time of the 
exchange.

	This discussion should not be considered as tax or investment 
advice, and the tax consequences of the Reverse Split may not be 
the same for all shareholders.  Shareholders should consult their 
own tax advisors to ascertain their individual federal, state, 
local and foreign tax consequences.

Recommendation of the Board

	The Board believes that it is in the best interest of the 
Company and its shareholders, that the Common Stock continue to be 
listed for trading on the NASDAQ National Market System.  Failure 
to approve the proposed Amendment will likely subject the Common 
Stock to de-listing by NASDAQ for failure to comply with the 
recently revised listing requirements. 

	YOUR BOARD OF DIRECTORS UNANIMOUSLY SUPPORTS THE PROPOSAL AND 
RECOMMENDS A VOTE "FOR" APPROVAL OF THE REVERSE SPLIT AND THE 
RELATED AMENDMENT.  

	Proxies solicited by the Board of Directors will be voted for 
approval of the amendment unless shareholders specify to the 
contrary in their proxies or specifically abstain from voting on 
this matter.

	The Board of Directors reserves the right to abandon the 
proposed Amendment and Reverse Split without further action by the 
shareholders at any time before the filing of the Amendment with 
the Secretary of State of Florida, Division of Corporations, 
notwithstanding authorization of the proposed Amendment and Reverse 
Split by the shareholders.
	
	RIGHTS OF DISSENTING SHAREHOLDERS

The proposed Amendment does not create dissenters rights under the 
Florida Business Corporation Act.

	RECORD DATE AND VOTING SECURITIES

	Record Date.   The Board has fixed the close of business on 
December 18, 1997 as the record Date for the Special Meeting.  As 
of such record date, the Company had outstanding 11,081,000 shares 
of Common Stock.  Each share of Common Stock entitles its record 
holder to one vote on each matter submitted to a vote at the 
Special Meeting.  The shares do not have cumulative voting rights.

	Possible   Delisting   of  Securities  from  The   Nasdaq   
Stock  Market.  The Common Stock is currently  quoted on the Nasdaq 
National Market.  
 
	On November 23, 1997, the Nasdaq National Market and the 
Securities and Exchange Commission (the "Commission") approved 
changes to the listing and maintenance requirements.  Under the 
revised maintenance requirements, the Company's qualification for 
continued listing on the Nasdaq National Market after February 23, 
1998 requires that (i) the Company maintain at least $4.0 million 
in net tangible assets, (ii) the minimum bid price of the Common 
Stock be $1.00 or more per share, (iii) there be at least 750,000 
shares in the public float, valued at a minimum $5.0 million or 
more, (iv) the Common Stock have at least two active market makers 
and (v) the Common Stock be held by at least 400 holders.

	If the Company is unable to satisfy the Nasdaq National 
Market's maintenance  requirements, the Company's securities may be 
delisted from the Nasdaq National Market.  In such event, trading, 
if any, in the Common Stock would thereafter be conducted in the  
over-the-counter markets in the so-called "pink sheets" or the 
National Association of  Securities Dealers, Inc.'s "Electronic 
Bulletin Board."  Consequently, the liquidity of the  Company's 
securities could be impaired, not only in the number of shares that 
could be bought and sold, but also through delays in the timing of 
the transactions and a reduction in the number and quality of 
security analysts' and the news media's coverage of the Company.  

	In addition, if the Company's securities were to be delisted 
from the Nasdaq  National Market, the Company's securities could 
become subject to Rule 15g-9 under the  Securities Exchange Act of 
1934, as amended (the "Exchange Act") relating to penny stocks, 
which imposes additional sales practice requirements on 
broker-dealers which sell such securities to persons other than 
established customers and "accredited investors" (generally, 
individuals with net worth in excess of $1,000,000 or annual 
incomes exceeding $200,000, or $300,000 together with their 
spouses).  Commission regulations define a "penny stock" to be any 
equity security that is not listed on The Nasdaq Stock Market or a 
national securities exchange and that has a market price (as 
therein defined) of less than $5.00 per share or with an exercise 
price of less than $5.00 per share, subject to certain exceptions. 
 If the Company's securities were subject to the rules on penny 
stocks, the market liquidity for the Company's securities could be 
adversely affected.

	The Company also faces a greater risk of delisting as a result 
of increased ownership of its Common Stock by certain shareholders. 
Glen F. Ceiley, Bisco Industries, Inc. and the Bisco Industries, 
Inc. Profit Sharing and Savings Plan collectively own 11.8% of the 
Company's outstanding shares of Common Stock.  For purposes of 
calculating the Company's compliance with the public float 
requirement, described above, shareholders beneficially owning 10% 
or more of the Company's Common Stock are considered insiders and 
their holdings are excluded from the calculation of public float.  
As a consequence, if the market discounts the Company's Common 
Stock following the reverse split by approximately [15%] from recent 
trading prices, then the Company may fail to comply with the 
minimum public float requirement and be subject to delisting for 
that reason.  The Company would not face delisting for these 
reasons if the level of ownership by Ceiley and the Bisco entities 
were reduced by two percent, to a level of ownership less than 10%.

	There is a possibility that the Company's Common Stock will 
fail to meet the revised maintenance requirements for the Nasdaq 
National Market, but could continue to be listed and traded on the 
Nasdaq's SmallCap Market.  Although Nasdaq has not issued any final 
rules which would permit such a transition, when Nasdaq has revised 
its maintenance requirements in the past, it has permitted 
companies which fail to meet continued listing requirements for the 
Nasdaq National Market to drop down to the Nasdaq SmallCap Market. 
 There are certain disadvantages to trading on the SmallCap Market 
as opposed to the National Market.  Many local newspapers do not 
carry listings of SmallCap issues, which is where the majority of 
the Company's shareholders follow the stock.  The Company would 
lose the automatic Blue Sky exemption it currently enjoys from 
being on a national market, which would result in additional 
expenses to the Company for future stock offerings of any kind, 
including distributions of the Rights.  The stock would no longer 
be automatically marginable for most shareholders.  Also, the 
Company would still be required to meet certain initial 
requirements for membership on the SmallCap Market, including 
payment of an entrance fee.
	
	THE SPECIAL MEETING

	The attendance, in person or by proxy, of the holders of a 
majority of the outstanding Shares is necessary to constitute a 
quorum at the Special Meeting.  If a quorum exists at the Special 
Meeting,  the Amendment will be approved if the votes cast favoring 
the Amendment exceed the votes opposing the Amendment.  Under 
Florida law, abstentions and shares referred to as Abroker or 
nominee non-votes@ (i.e., shares held by brokers or nominees as to 
which instructions have not been received from the beneficial 
owners or persons entitled to vote and the broker or nominee does 
not have discretionary authority to vote on a particular matter) 
are treated as shares of Common Stock that are present and entitled 
to vote for purposes of determining the presence of a quorum.  For 
purposes of determining the outcome of any matter as to which the 
proxies reflect abstentions or broker or nominee non-votes, shares 
of the Common Stock represented by such proxies are treated as not 
present and not entitled to vote on that subject matter and 
therefore will not be considered when counting votes cast on the 
matter (even though those shares are considered entitled to vote 
for quorum purposes and may be entitled to vote on other matters.) 
 If less than a majority of the outstanding shares are represented 
at the Special Meeting, a majority of the shares so represented may 
adjourn the Special Meeting from time to time without further 
notice.

	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

	The table below presents certain information regarding 
beneficial ownership of the Shares (the Company's only voting 
security) as of December 18, 1997, by each shareholder known to the 
Company to own, or have the right to acquire within sixty (60) 
days, more than five percent (5%) of the outstanding shares of 
Common Stock.



Name and Address of		Amount of Common Stock
   Beneficial Owner   	   Beneficially Owned    	Percent of Class

										
Glen F. Ceiley				1,308,995		    	11.8%
C/o Bisco Industries, Inc.
704 West Southern Avenue
Orange, CA  92865

Heartland Advisors, Inc.	    	900,000 (1)		     	8.1%
790 North Milwaukee Street
Milwaukee, WI  53202

Cerberus Partners, L.P.		  	700,000 (3)	     		5.9%
950 Third Avenue, 20th Floor
New York, New York  10022
______________________________



(1)	Based on information set forth in Form 4 dated December 8, 
1997, Bisco Industries, Inc. ("Bisco") owns at least 682,335 
Shares; Glen F. Ceiley, President and a director of Bisco, 
owns 108,470 Shares, individually; and the Bisco Industries, 
Inc. Profit Sharing and Savings Plan (the "Bisco Plan") owns 
518,190 Shares.  The amount does not include 15,000 Shares 
owned individually by Stephen Catanzaro, an executive officer 
of Bisco.  According to the Schedule 13D of Ceiley as amended 
on November 12, 1997, Ceiley has the sole power to vote and 
dispose of the Shares he owns individually and the power to 
vote and to dispose of the Shares owned by Bisco and the Bisco 
Plan. 

(2)	Based on information contained in a Schedule 13G filed with 
the Commission as of February 12, 1997, Heartland Advisors, 
Inc. claimed sole voting and dispositive power with respect to 
all 900,000 Shares and shared voting and dispositive power 
with respect to none of the Shares. 

(3)	Represents shares of Common Stock issuable upon the exercise 
of certain stock purchase warrants issued October 1, 1988, and 
March 14, 1995, pursuant to which the holders thereof have the 
right to purchase an aggregate of up to 700,000 Shares for 
$.40 per share.  None of shares of Common Stock issuable under 
are outstanding.

	SECURITY OWNERSHIP OF MANAGEMENT

	The table below presents certain information regarding 
beneficial ownership of the Shares as of December 18,  1997, by 
each executive officer and director of the Company and all 
executive officers and directors as a group.
												


Name				Number of 		Number of 	Total Shares		
			Shares Owned	Shares	Beneficially	Percent
							Which May 	Owned			of Class
							Be Acquired 
							Within 60
days (1)	

Lewis E. Christman, Jr.	     11,409		150,000	161,409		1.44%
Joseph M. Glickstein, Jr.    60,059		---------	 60,059		 .54%
Richard M. Gray		     60,059		---------	 60,059 		 .54%
Robert J. Martin		     52,614(2)	 74,500    	127,114		1.14%
Edward B. Alexander	     12,500		103,500    	116,000		1.04%
All officers and directors
as a group (6 persons)	    196,641		325,000	524,641		4.89%

(1)	Does not include options to purchase shares not currently 
exercisable within sixty (60) days of December 18, 1997, 
including 50,000 shares subject to an option granted to Mr. 
Christman, 30,500 shares subject to options granted to Mr. 
Alexander, 30,500 Shares subject to options granted to Mr. 
Martin and 15,250 shares subject to options granted to another 
executive officer of the Company.

(2)	Includes 5,800 shares owned by the spouse of Mr. Martin.


	SOLICITATION OF PROXIES; REVOCATION

	The cost of the solicitation of proxies will be borne by the 
Company.  In addition to solicitation by mail, directors, officers 
and other employees of the Company may, without additional 
compensation, solicit proxies by mail, in person, by telephone and 
facsimile or by other electronic means.

	The Company plans to retain CIC, at an estimated fee of $5,000 
plus reasonable disbursements, postage, filing reports, courier 
charges, data transmissions and other expenses approved by the 
Company, to assist in the solicitation of proxies.  The Company 
will reimburse brokerage houses, banks, custodians and other 
nominees and fiduciaries for out-of-pocket expenses incurred in 
forwarding the Company's proxy materials to, and obtaining 
instructions relating to such materials from, beneficial owners of 
the Common Stock.

	The giving of a proxy does not preclude the right to vote in 
person at the Special Meeting should any shareholder giving the 
proxy so desire.  Shareholders may revoke their proxy at any time 
prior to the exercise thereof, either in person at the Special 
Meeting or by filing with the Secretary of the Company at the 
Company=s principal executive office a written revocation or duly 
executed proxy bearing a later date; however, no such revocation 
will be effective until written notice of the revocation is 
received by the Company at or prior to the Special Meeting.

OTHER MATTERS

	The Company is not aware of any other matters to come before 
the Special Meeting.  If any other business should come before the 
Special Meeting, the persons named in the enclosed proxy will have 
discretionary authority to vote such proxy in accordance with their 
best judgment.

	SHAREHOLDER PROPOSALS

	Proposals of shareholders to be presented at the 1998 Annual 
Meeting of Shareholders must be received by the Company (addressed 
to the attention of the Secretary) not later than January 9, 1998, 
to be considered for inclusion in the Company's proxy materials 
relating to that meeting.  To be submitted at the meeting, any such 
proposal must be a proper subject for shareholder action under the 
laws of the State of Florida, and must otherwise conform to 
applicable regulations of the Commission.  Excluding shareholder 
proposals to be included in the Company's proxy materials, a 
shareholder is required to comply with the Company's Bylaws with 
respect to any proposal to be brought before an annual meeting.  
The Amended and Restated Bylaws generally require that each written 
proposal be delivered to or mailed and received by the Secretary of 
the Company at its principal executive office not less than sixty 
(60) days nor more than ninety (90) days prior to the anniversary 
date of the prior year's annual meeting, among other conditions.  
The notice must include certain additional information as specified 
in the Amended and Restated Bylaws.

	We appreciate your support and encouragement.

	PROXY
	SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
	FAMILY STEAK HOUSES OF FLORIDA, INC.,
TO BE VOTED AT THE FEBRUARY ___, 1998 SPECIAL MEETING OF 
SHAREHOLDERS

	The undersigned, a holder of shares of common stock, par 
value $.01 per share (the "Shares"), of Family Steak Houses of 
Florida, Inc. (the "Company"), acting with respect to all of the 
Shares held by the undersigned at the close of business on the 
Record Date, hereby acts as follows concerning the proposal set 
forth below:

	THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") 
RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:

	PROPOSAL TO APPROVE THE REVERSE SPLIT AND AMEND THE ARTICLES 
OF INCORPORATION  Resolution that the Articles of Incorporation 
of the Company be amended to effect a one-for-five reverse split 
of the Company=s issued and outstanding Common Stock while 
maintaining 20,000,000 authorized shares of Common Stock.

[   ]	FOR

[   ]	AGAINST

[   ]	ABSTAIN

	(IMPORTANT INSTRUCTIONS -- PLEASE READ CAREFULLY)

	Please indicate your support of the proposal by marking the 
box beside "FOR" and signing, dating and mailing this proxy card 
promptly, using the enclosed, postage paid envelope.  If you need 
additional proxy cards or assistance, call CIC toll free at 
(800) 932-8498.

	UNLESS OTHERWISE INDICATED ABOVE, THIS PROXY CARD REVOKES 
ALL PRIOR PROXIES GIVEN WITH RESPECT TO THE PROPOSAL SET FORTH 
HEREIN.

	THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY 
STATEMENT OF THE COMPANY, DATED ___________, 1997, IN CONNECTION 
WITH THE FEBRUARY ___, 1998 SPECIAL MEETING OF SHAREHOLDERS.  
UNLESS YOU SPECIFY OTHERWISE, BY SIGNING AND DELIVERING THIS 
PROXY CARD TO THE COMPANY, YOU WILL BE DEEMED TO HAVE VOTED FOR 
THE PROPOSAL.

					Date:                                   
 

	                                                            
 
	Signature (title, if any)

	                                                            
 
	Signature (if held jointly)


	Please sign your name above exactly as it appears hereon and 
date your card.  When shares are registered in the name of more 
than one person, the proxy card should be signed by all named 
holders.  When signing as attorney, executor, administrator, 
trustee or guardian, please given full title as such.  If a 
corporation, please sign in full corporate name by president or 
authorized officer.  If a partnership, please sign in partnership 
name by authorized person.


	APPENDIX A

	The full text of the proposed Amendment to Company's Articles 
of Incorporation is set forth below:
 

 
 

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