UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
  

                               FORM 8-K/A

                              CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
    
                             AMENDMENT NO. 2

The undersigned registrant hereby amends the exhibits of its Current Report 
on Form 8-K (Date of Report:  May 28,1997), as amended by Form 8-K/A (Date
of Report:  July 23, 1997), as set forth on page 1 attached hereto.



                             BAB Holdings, Inc.
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               (Name of small business issuer in its charter)


          Illinois              0-27068               36-3857339
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(State or other jurisdiction   (Commission          (IRS Employer 
    of incorporation)         File Number)        Identification No.)


8501 West Higgins Road, Suite 320, Chicago, Illinois      60631
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(Address of principal executive offices)               (Zip Code)


Issuer's telephone number  (773) 380-6100                
                           --------------

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

  

This Form 8-K/A is a second amendment to Form 8-K filed on May 28, 1997 
concerning the acquisition of My Favorite Muffin Too, Inc. ("MFM"), a New
Jersey corporation, by BAB Holdings, Inc. (the "Company") on May 13, 1997 
and consists solely of the substitution of the historical combined financial
statements of MFM for the year ended December 31, 1996, filed herewith as
Exhibit 99.2, for said exhibit as previously filed with this Form 8-K as
amended by Amendment No. 1 dated July 23, 1997.  There is also filed 
herewith, as Exhibit 99.1, for completeness, the Report of BDO Seidman, L.L.P.
on said financial statements.  This exhibit does not reflect any amendment
or changed to said Report as previously filed.


Item 7.  Financial Statements and Exhibits

     The following exhibits are filed herewith.

Exhibit
   No.              Description of Exhibit
-------   --------------------------------------------------- 
  2.5*    Acquisition Agreement dated May 1, 1997 by and among
          BAB Holdings, Inc., BAB Acquisition Corp., My Favorite
          Muffin Too, Inc., Muffin Holdings of Pennsylvania, 
          a limited partnership, Ruth Stern, Owen Stern and Ilona
          Stern (without schedules)

  4.6*    Registration Rights Agreement dated as of May 1, 1997, 
          between BAB Holdings, Inc. and Owen Stern, Ruth Stern, 
          Ilona Stern and Pierce W. Hance

 99.1     Report of BDO Seidman, L.L.P., independent auditors, on 
          the Combined Financial Statements of My Favorite Muffin
          Too, Inc. and My Favorite Muffin, Inc., as of December 31, 
          1996 and for the year then ended  

 99.2     Historical Combined Financial Statements of My Favorite 
          Muffin Too, Inc., and My Favorite Muffin, Inc., for the 
          year ended December 31, 1996

 99.3**   Historical Combined Condensed Financial Statements of My 
          Favorite Muffin Too, Inc. and My Favorite Muffin, Inc., 
          for the interim period January 1, 1997 through
          May 13, 1997 (unaudited)


*   Incorporated by reference to exhibits bearing same exhibit 
    numbers filed as part of report on Form 8-K concerning this 
    transaction on May 28, 1997. 
**  Incorporated by reference to exhibit bearing same exhibit number
    filed as part of report on Form 8-K/A concerning this transaction
    on July 23, 1997.



                              SIGNATURE

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

                                    BAB HOLDINGS, INC.


Dated:  December 15, 1997           By:/s/   MICHAEL W. EVANS
                                       --------------------------
                                       Michael W. Evans, President
                                       and Chief Executive Officer

  Index
  Number        Description                                    Page #
---------  -------------------------------------------------   ------
 
 2.5*      Acquisition Agreement dated May 1, 1997 by and 
           among BAB Holdings, Inc., BAB Acquisition Corp., 
           My Favorite Muffin Too, Inc., Muffin Holdings of 
           Pennsylvania, a limited partnership, Ruth Stern, 
           Owen Stern and Ilona Stern (without schedules)

 4.6*      Registration Rights Agreement dated as of May 1, 
           1997, between BAB Holdings, Inc. and Owen Stern, 
           Ruth Stern, Ilona Stern and Pierce W. Hance

99.1       Report of BDO Seidman, L.L.P., independent 
           auditors, on the Combined Financial Statements of 
           My Favorite Muffin Too, Inc. and My Favorite 
           Muffin, Inc., as of December 31, 1996 and for the 
           year then ended  

99.2       Historical Combined Financial Statements of My 
           Favorite Muffin Too, Inc., and My Favorite Muffin, 
           Inc., for the year ended December 31, 1996    

99.3**     Historical Combined Condensed Financial Statements of 
           My Favorite Muffin Too, Inc. and My Favorite Muffin, 
           Inc., for the interim period January 1, 1997 through 
           May 13, 1997 (unaudited)

*   Incorporated by reference to exhibits bearing same exhibit 
    numbers filed as part of report on Form 8-K concerning this 
    transaction on May 28, 1997. 
**  Incorporated by reference to exhibit bearing same exhibit
    number filed as part of report on Form 8-K/A concerning this
    transaction on July 23, 1997.

Exhibit 99.1  Independent Auditors' Report

                      Independent Auditors' Report

My Favorite Muffin Too, Inc. and 
     My Favorite Muffin, Inc.
Cranbury, New Jersey

     We have audited the accompanying combined balance sheet of My 
Favorite Muffin Too, Inc. and My Favorite Muffin, Inc. as of 
December 31, 1996, and the related combined statements of income 
and retained earnings, and cash flows for the year then ended.  
These combined financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion 
on these combined financial statements based on our audit. 
 
     We conducted our audit in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the 
combined financial statements are free of material misstatement.  
An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the combined financial statements.  
An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as 
evaluating the overall combined financial statement presentation.  
We believe our audit provides a reasonable basis for our opinion.  

      In our opinion, the combined financial statements referred to 
above present fairly, in all material respects, the financial 
position of My Favorite Muffin Too, Inc. and My Favorite Muffin, 
Inc. as of December 31, 1996 and the results of their operations 
and their cash flows for the year then ended in conformity with 
generally accepted accounting principles.

      As described in Note 8 to the combined financial statements, in 
May 1997 the Companies were acquired by BAB Holdings, Inc. 

                                BDO Seidman, L.L.P.

Philadelphia, Pennsylvania
May 19, 1997


Exhibit 99.2  Historical Combined Financial Statements

<TABLE>
<CAPTION>

                 My Favorite Muffin Too, Inc. and 
                      My Favorite Muffin, Inc.

                      Combined Balance Sheet
                        December 31, 1996


<S>                                            <C>
ASSETS  (Pledged)  (Notes 3 and 4)  
Current assets:     
   Cash                                         $  122,395
   Accounts Receivable (less allowance for
       doubtful accounts of $7,768)                306,677
  Inventory                                         57,640
  Prepaid expenses                                  38,451
  Deferred income taxes  (Note 5)                    2,319     
  Other                                              7,433
                                                ----------
Total current assets                               534,915
                                                ----------
Property and equipment              
   Furniture and fixtures                          122,066
   Equipment                                       351,471
   Leasehold improvements                          445,605
   Transportation equipment                         23,279    
                                                ----------
                                                   942,421
   Less accumulated depreciation
         and amortization                          436,412
                                                ----------
Net Property and equipment                         506,009
                                                ----------
Other Assets
   Intangibles, primarily goodwill, net            123,434
   Security deposits                                23,086
                                                ----------
Total other assets                                 146,520
                                                ---------- 
                                                                           
                                                $1,187,444
                                                ==========

SEE ACCOMPANYING NOTES TO COMBINED FINANCIAL STATEMENTS.  
</TABLE>

<TABLE>
<CAPTION>

               My Favorite Muffin Too, Inc. and 
                    My Favorite Muffin, Inc.

              Combined Balance Sheet (continued)
                     December 31, 1996


<S>                                             <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                             $ 250,429
   Current maturities of
     long-term debt (Note 3)                      137,799
   Line of Credit (Note 4)                         44,000                     
   Deferred revenue                               152,873
   Incomes taxes payable (Note 5)                  11,947
   Accrued expenses                                27,318                      
   Current maturities of loans
     payable, related parties (Note 2)             27,170
                                               ----------
Total current liabilities                         651,536

Deferred income taxes (Note 5)                      5,406   
Long-term debt, net of
   current maturities (Note 3)                    252,666
Loans payable, related parties,
   net of current maturities (Note 2)              20,795
                                               ----------
Total Liabilities                                 930,403
                                               ----------
  
Commitments and contingencies (Note 6) 
Shareholders' equity:
   Common stock (Note 7)                           15,000
   Additional paid-in capital                      24,376
   Retained earnings                              217,665
                                               ---------- 
Total shareholders' equity                        257,041
                                               ----------     
                                                                               
                                               $1,187,444
                                               ==========         
</TABLE>
SEE ACCOMPANYING NOTES TO COMBINED FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
    My Favorite Muffin Too, Inc. and My Favorite Muffin, Inc.

       Combined Statement of Income and Retained Earnings

                  Year Ended December 31, 1996

                                                                    
<S>                                            <C>
Revenues
   Sales of franchises                         $  235,250 
   Sales                                        1,310,663
   Franchise fees                                 896,002
   Advertising fees                               170,040
   Other                                           99,410
                                               ----------
Total revenues                                  2,711,365

Cost of Revenues
   Advertising                                    165,346
   Cost of Sales                                1,003,334
   Franchise                                       90,254
   Other                                           12,306
                                               ----------
 Total cost of revenues                         1,271,240
                                               ----------
 Gross Profit                                   1,440,125          
                                               ----------
Operating expenses
  (including interest expense of $44,349)       1,376,763      
                                               ----------
Income before minority interest in loss of
   subsidiary and taxes on income                  63,362
Minority interest(acquired during 
     October 1996) in loss of
     subsidiary(Note 2)                            18,422 
                                               ----------
Income before taxes on income                      81,784
Taxes on income (Note 5)                           47,993
                                               ----------
Net Income                                         33,791    
Retained earnings, beginning of year              183,874
                                               ----------
Retained earnings, end of year                 $  217,665 
                                               ==========
</TABLE>
    


SEE ACCOMPANYING NOTES TO COMBINED FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
    
     My Favorite Muffin Too, Inc. and My Favorite Muffin, Inc.

                 Combined Statement of Cash Flows 

                   Year Ended December 31, 1996

<S>                                             <C> 
Cash flows from operating activities
   Net Income                                   $   33,791
   Adjustments to reconcile net income
     to net cash provided by
     operating activities
        Deferred income recognition                 (1,948)  
        Provision for doubtful accounts             (7,377) 
        Deferred income taxes                        2,906
        Minority interest in subsidiary             18,422
        Depreciation and Amortization               99,548
        Changes in assets and liabilities                        
           (Increase) in accounts receivable       (12,436)
           Decrease in prepaid expenses             14,523
           Decrease in inventory                    17,422 
           Decrease in other                         9,673
           Increase in accounts payable             20,387
           Increase in income taxes                 11,947 
           (Decrease) in accrued expenses          (25,918) 
                                                ----------
Net cash provided by operating activities          180,940
                                                ----------
Cash flow from investing activities
   Purchase of property and equipment              (19,737)  
   Purchase of minority interest in subsidiary     (26,282)
                                                ----------
Net cash (used in) investing activities            (46,019)
                                                ----------
Cash flows from financing activities
   Increase in loans payable, related party         20,928  
   Borrowings on line of credit                     25,000 
   Repayments of long-term debt                   (123,051)
                                                ----------
Net cash (used in) financing activities            (77,123)
                                                ----------
Net increase in cash                                57,798 
Cash, at beginning of year                          64,597
                                                ----------
Cash, at end of year                            $  122,395 
                                                ==========

Supplemental disclosures of
  cash flow information                         
    Cash paid for 

       Interest                                 $   55,672
                                                ==========
       Income Taxes                             $   33,140
                                                ==========

                        
SEE ACCOMPANYING NOTES TO COMBINED FINANCIAL STATEMENTS 
</TABLE>


      My Favorite Muffin Too, Inc. and My Favorite Muffin, Inc.
               Notes to Combined Financial Statements
 
1.  Summary of Significant Accounting Policies

Principles of Combined Financial Statements 

The combined financial statements include the accounts of My 
Favorite Muffin Too, Inc. and subsidiaries and My Favorite 
Muffin, Inc. (the "Company").  Significant intercompany balances 
and transactions have been eliminated in combination.


Description of Business and Income Recognition 
   
Sale of franchises:  Revenue from the initial sale of a 
franchise is recognized at the time the store is opened.  
Receivables or collections prior to store opening are recorded 
as deferred income.  Commissions paid or accrued in connection 
with the sale of a franchise are also deferred until the store 
is opened.              

Franchise fees:  Fees charged to franchisees are based on a 
percentage of monthly franchisee sales and are recognized when 
earned.

Advertising fees:  The Company charges its franchisees a 
percentage of their sales to be used for advertising.  The 
Company defers these fees and recognizes them as revenue in an 
amount equal to the actual expenditures on behalf of the 
franchisees.
  
Sales of food items:  The Company sells food items to its franchisees 
as well as through company-owned locations and recognizes income when 
a sale is made.
 

Inventory
 
Inventory consists primarily of food items available for sale 
and is stated at the lower of cost (first-in, first-out method)
or market.


Property and Equipment

Property and equipment are stated at cost.  Depreciation is 
computed using accelerated methods over the estimated useful 
lives ranging from five to seven years which is not materially 
different from those amounts computed on the straight-line 
method. Leasehold improvements are amortized over the life of 
the related lease.

 
Goodwill and Other Intangibles 

The excess of cost over fair value of net assets acquired is 
being amortized on the straight-line method over a fifteen year 
period.  Amortization of goodwill was $3,710 for the year ended 
December 31, 1996.  The Company evaluates the recoverability of 
the goodwill quarterly, or more frequently whenever events and 
circumstances warrant revised estimates by assessing current and 
future levels of income and cash flows, as well as other 
factors, and considers whether goodwill should be completely or 
partially written off or the amortization period accelerated. 

Other intangibles are amortized over a period of 5-10 years.

  
Concentration of Credit Risk
 
Financial instruments which potentially subject the Companies to 
concentrations of credit risk consist principally of trade 
receivables.

Concentrations of credit risk, with respect to trade 
receivables, are limited due to the large number of customers 
compromising the Company's franchisees and their dispersion 
across different geographic regions.  As of December 31, 1996, 
the Company had no significant concentrations of credit risk.  
No single customer accounted for a significant amount of the 
Company's sales in 1996.


Use of Estimates

The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts 
of assets and liabilities and disclosure of contingent assets 
and liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the reporting 
period.  Actual results could differ from those estimates.


Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, 
accounts receivable, miscellaneous 
receivables, accounts payable, accrued liabilities and short-
term debt approximate fair value because of the immediate or 
short-term maturity of these financial instruments.  The 
carrying amount reported for long-term debt approximates fair 
value because the underlying instruments are at variable rates 
which are repriced frequently.  


Income Taxes

Income taxes are calculated using the liability method specified 
by Statement of Financial Accounting Standards No. 109, 
"Accounting for Income Taxes."


2.  Related Party Transactions

As of December 31, 1996, the Company had a loan payable to an 
officer in the amount of $4,627, payable in monthly installments 
of $526.  The loan is unsecured and bears interest at 8.855% per 
annum.

As of December 31, 1996, the Company had loans payable to a 
Partnership controlled by its officers/stockholders in the 
amount of $43,338 payable in varying monthly principal 
installments plus interest at 10%.  The loans mature October 
1999.


3.  Long-Term Debt 

Long-term debt consists of the following at December 31, 1996:
 
<TABLE>
<S>                                                      <C>
Note payable in monthly installments of $1,667 
plus interest at prime plus 1.5% (9.75% at 
December 31, 1996) through October 1, 2000.  The 
debt is collateralized by substantially all of 
the assets of the Company.                               $ 76,667

Unsecured note in connection with 
minority interest acquisition payable in  
monthly installments of $1,154, including 
interest at 10%.  The note is due November 1998.           24,055

Note payable in monthly installments of $2,091, 
including interest at 14.5%.  The note is 
secured by property and equipment and is due 
February 1998.                                             23,231

Note payable, bank, is collateralized by a 
security interest in substantially all of the 
assets of the Company.  The stockholders have 
guaranteed the note and assigned life insurance 
policies on the corporate officers.  The note is 
payable in monthly principal installments of 
$6,083 plus interest at prime plus 1% (10% at 
December 31, 1996) through June 2000.                     257,995

Other                                                       8,517
                                                         --------

                                                          390,465
Less current maturities                                   137,799
                                                         --------
Long-term debt                                           $252,666
                                                         ========
</TABLE>
<TABLE>
Long-term debt maturities at December 31, 1996 are summarized as 
follows:

<S>                                                      <C>
Year ended December 31,
1997                                                     $137,799
1998                                                      105,671
1999                                                       93,000
2000                                                       53,995
                                                         --------
                                                         $390,465
                                                         ========
</TABLE>
4.  Line of Credit

The Company has a $50,000 line of credit available with a bank.  
Interest is at the bank's national commercial rate plus 1.5% 
(9.75% at December 31, 1996).  Advances under the line are 
collateralized by a security interest in the Company's accounts 
receivable and property and equipment.  The outstanding balance 
of $44,000 at December 31, 1996 is payable on demand.


5. Income Taxes

In 1993, the Company adopted Statement of Financial Accounting 
Standards No. 109, Accounting for Income Taxes.  The types of 
temporary differences between the tax bases of assets and 
liabilities and their financial reporting amounts that give rise 
to a significant portion of the deferred tax assets and deferred 
tax liabilities are provisions for doubtful accounts and 
depreciation, respectively.

The provision for Federal and state income taxes is detailed as 
follows:
<TABLE>
<CAPTION>

   <S>                     <C>             

Taxes on income
   Federal                 $  29,546      
   State                      15,541      
   Deferred                    2,906      
                           ---------      
                           $  47,993      
                           =========   
</TABLE>
The Company has $103,000 of net operating loss carryforwards 
to be used to offset future taxes.  Such resultant tax asset 
has a 100% valuation reserve.  The difference between the statutory
tax rate and the effective tax rate is primarily due to non-deductible
losses.


6.  Commitments and Contingencies

The Company leases its corporate office, warehouse and two 
stores under various non-cancellable operating leases through 
June 30, 2005.  The leases contain provisions for escalation and 
specific increased occupancy expenses.  Rent expenses for the 
year ended December 31, 1996 amounted to $113,300.

Future minimum payments remaining under the terms of the non-
cancellable leases are approximately as follows for the year 
ended December 31,:

<TABLE>

<S>                                       <C>
1997                                      $ 131,153
1998                                        141,944
1999                                        152,138
2000                                        115,898
2001                                         69,530
Thereafter                                  272,152
                                          ---------

                                          $ 882,815
                                          =========
</TABLE>

7.  Common Stock

<TABLE>

<S>                                       <C> 
My Favorite Muffin Too, Inc.
  Authorized 2,500 shares, no par value
  Issued and outstanding 150 shares       $   7,500

My Favorite Muffin, Inc.
  Authorized 1,500 shares, no par value
  Issued and outstanding 150 shares           7,500
                                          ---------
                                          $  15,000
                                          =========

</TABLE>
8.  Subsequent Event

In May 1997, BAB Holdings, Inc. ("BAB") acquired the Company 
from its stockholders in exchange for 432,608 shares of BAB 
common stock (restricted until January 1, 1999) plus $260,000 
cash consideration.  Immediately preceding the acquisition by 
BAB, the net assets of My Favorite Muffin, Inc. were acquired 
by My Favorite Muffin Too, Inc.  


9.  Legal Proceedings

On August 18, 1995, MFM filed a claim in federal court against
a franchisee alleging trademark violations as a result of the 
franchisees alleged misuse of the MFM trademark.  Subsequently
the franchisee filed a counterclaim to be heard in arbitration,
as required under the franchise agreement, against MFM alleging
unauthorized earnings claims in violation of the Trade Regulation
Rule of the Federal Trade Commission.  The federal court claim
was dismissed as a result of the issue being moved to arbitration.
The franchisee originally sought $250,000 in damages and subsequently
amended the claim in April 1997 to $500,000.  Management believes
the case against MFM is without merit.  To date, six arbitration
hearings have been held on this matter.  Two additional hearing dates
have been set for September and October 1997.