EACO CORPORATION
                     1500 N. Lakeview Avenue
                    Anaheim, California 92807

            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

      You  are  cordially  invited  to  attend  the  2006  Annual
Shareholders'  Meeting of EACO Corporation  to  be  held  at  the
offices  of  Bisco  Industries, Inc., 1500  N.  Lakeview  Avenue,
Anaheim,  California 92807, on Tuesday, June 20,  2006  at  10:00
a.m. for the purpose of:

          1.   electing Directors; and

          2.   transacting such other business as may properly
               come before the meeting.

      The  Board of Directors has fixed the close of business  on
April  11,  2006 as the record date for determining  shareholders
entitled  to vote at the meeting. Only shareholders of record  at
the  close of business on that date will be entitled to  vote  at
the meeting.

      The vote of every shareholder is important. Whether or  not
you  plan  to  attend the 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 meeting.


                              Glen F. Ceiley
                              Chairman of the Board

Date: April 27, 2006





                        EACO CORPORATION
                     2113 Florida Boulevard
                  Neptune Beach, Florida  32266

                         PROXY STATEMENT
                               for
               2006 ANNUAL MEETING OF SHAREHOLDERS

General Information

      The  solicitation of the enclosed proxy is made by  and  on
behalf  of  the  Board  of  Directors of  EACO  Corporation  (the
"Company")  to be used at the 2006 Annual Meeting of Shareholders
(the  "Annual  Meeting"), which will be held at  the  offices  of
Bisco  Industries,  Inc.  ("Bisco"),  1500  N.  Lakeview  Avenue,
Anaheim,  California 92807, at 10:00 a.m. on  Tuesday,  June  20,
2006.   The  principal  executive offices  of  the  Company  were
recently  moved  to 1500 N. Lakeview Avenue, Anaheim,  California
92807.  The  approximate mailing date of this Proxy Statement  is
April 28, 2006.

      The proxy may be revoked at any time before it is exercised
by  giving  notice  of  revocation  to  the  Company's  Corporate
Secretary at 1500 N. Lakeview Avenue, Anaheim, California  92807.
The  shares represented by proxies in the form solicited  by  the
Board of Directors will be voted at the Annual Meeting.  Where  a
choice  is  specified with respect to a matter to be voted  upon,
the  shares  represented by the proxy will be voted in accordance
with  such specification.  If no choice is specified, such shares
will be voted as hereinafter stated in this Proxy Statement.

Record Date and Voting Securities

      The  Board of Directors has fixed the close of business  on
April   11,  2006  as  the  record  date  for  determination   of
shareholders entitled to vote at the Annual Meeting.  Holders  of
the  Company's  common  stock, par value  $0.01  per  share  (the
"Common Stock") as of April 11, 2006 will be entitled to one vote
for  each  share  held, with no shares having  cumulative  voting
rights.   No other class of the Company's securities is  entitled
to  vote  at the meeting.  As of March 20, 2006, the Company  had
outstanding 3,906,799 shares of Common Stock.

Voting Procedures

     Under Florida law and the Amended and Restated Bylaws of the
Company (the "Bylaws"), a majority of shares of the Common





Stock entitled  to vote, represented by person or proxy, constitutes
a quorum at a meeting of shareholders.

     If  less  than  a  majority of the  outstanding  shares  are
represented  at the Annual Meeting, a majority of the  shares  so
represented  may  adjourn  the  Annual  Meeting  without  further
notice.

Security Ownership of Certain Beneficial Owners and of Management

      The  table  set  forth below presents  certain  information
regarding beneficial ownership of the Company's Common Stock (the
Company's  only voting security), as of March 20,  2006,  by  (i)
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  Common Stock outstanding, (ii) each named executive  officer
and director of the Company, and (iii) all officers and directors
of the Company as a group.


                              Amount of Common Stock   Percent of
Name of Beneficial Owner       Beneficially Owned(1)    Class (2)
------------------------       ---------------------   ----------

Edward B. Alexander(3)                      10,900            *
Stephen Catanzaro                           19,113            *
Glen F. Ceiley(4)                        2,410,985        61.7%
Jay Conzen(5)                               41,113         1.1%
William L. Means                            16,113            *
_________________________________
All Executive Officers and
Directors as a group(6)                  2,498,224        64.6%
________________________________
*  Less than 1%

(1)  Included in such beneficial ownership are shares  of  Common
Stock  which  may be acquired immediately or within  60  days  of
March 20, 2006 upon the exercise of certain options.

(2)  The percentages represent the total of the shares listed  in
the  adjacent column divided by 3,906,799 issued and  outstanding
shares  of  Common  Stock as of March 20, 2006,  plus  any  stock
options or warrants exercisable by such person within 60 days  of
March 20, 2006.

(3)   Edward  B.  Alexander has 7,500 shares  issuable  upon  the
exercise of options within 60 days of March 20, 2006.

(4) Based on information set forth by Mr. Ceiley in response to a
questionnaire from the Company on March 10, 2006, Glen F. Ceiley,
President  and  a  director  of  Bisco,  owns  1,913,443  shares,
individually;  Zachary  Ceiley,  Mr.  Ceiley's  son,  owns  1,300
shares; and the Bisco Industries Profit Sharing and Savings  Plan
(the  "Bisco Plan") owns 496,242 shares. Mr. Ceiley has the  sole
power  to vote and dispose of the shares of Common Stock he  owns





individually and the power to vote and to dispose of  the  shares
owned by his son, Bisco and the Bisco Plan.

(5)   Jay Conzen has 25,000 shares issuable upon the exercise  of
options within 60 days of March 20, 2006.

(6)   All executive officers and directors as a group have 32,500
shares  issuable upon the exercise of options within 60  days  of
March  20,  2006.  The address for each officer and director  and
Bisco is 1500 North Lakeview Avenue, Anaheim, CA  92807.

Equity Compensation Plans

     None.

Board of Directors and Standing Committees

      The business of the Company is under the general management
of  a  Board  of  Directors as provided by the  Florida  Business
Corporation  Act.  In accordance with the Bylaws of the  Company,
which  empower the Board of Directors to appoint such  committees
as it deems necessary and appropriate, the Board of Directors has
appointed  an  Audit  Committee  and  an  Executive  Compensation
Committee.

      Audit Committee: The Audit Committee's basic functions  are
to  assist  the  Board of Directors in discharging its  fiduciary
responsibilities to the shareholders and the investment community
in the preservation of the integrity of the financial information
published  by  the Company, to maintain free and  open  means  of
communication   between  the  Company's  directors,   independent
auditors and financial management, and to ensure the independence
of the independent auditors. The Board of Directors has adopted a
written charter for the Audit Committee which was attached as  an
Appendix to the Company's Definitive Proxy Statement for the 2004
Annual  Meeting  of Shareholders. Currently, the members  of  the
Audit  Committee  are  Directors  Catanzaro,  Conzen  and  Means.
Directors  Catanzaro,  Conzen and Means are "independent"  within
the  meaning of Rule 4200(a)(15) of the NASD's published  listing
standards.   The  Audit  Committee held one  meeting  during  the
fiscal  year ending December 28, 2005. All members of  the  Audit
Committee attended this meeting.

     Audit  Committee  Financial Expert:  The  Company  does  not
currently have an audit committee financial expert.  The  Company
believes  that  the  members  of  the  Board  of  Directors  have
demonstrated  that they are capable of analyzing  and  evaluating
the  Company's  financial statements and  understanding  internal
controls  and  procedures for financial reporting.  In  addition,





the  Company believes that retaining a director who would qualify
as  an  audit  committee financial expert  would  be  costly  and
burdensome and is not warranted in the circumstances.

     Audit  Committee  Pre-Approval Policies and Procedures:  The
Audit  Committee is required to pre-approve all auditing services
and  permissible non-audit services, including related  fees  and
terms,  to  be  performed  for  the Company  by  its  independent
auditor,  subject  to  the  de minimus exceptions  for  non-audit
services  described under the Securities Exchange  Act  of  1934,
which are approved by the Audit Committee prior to the completion
of  the  audit.   In fiscal year 2005, the Audit  Committee  pre-
approved all services performed for the Company by the auditor.

     Executive Compensation Committee: The Executive Compensation
Committee  administers the Company's stock option  plans  and  is
responsible for granting stock options to officers and managerial
employees of the Company. It is also responsible for establishing
the  salary and annual bonuses paid to executive officers of  the
Company.  The  current  members  of  the  Executive  Compensation
Committee   are   Directors  Ceiley  and  Means.  The   Executive
Compensation Committee held one meeting during fiscal year  2005.
All members of the Committee attended this meeting.

      Board  Meetings: The Board of Directors held four  meetings
during  fiscal year 2005. Each member of the Board  attended  all
four meetings. The Company does not have a policy with regard  to
directors'  attendance at annual meetings of shareholders.   None
of   the   directors   attended  our  2005  Annual   Meeting   of
Shareholders.

     Nominating Committee: The Board of Directors does not have a
Nominating  Committee.  Given the size of  the  Company  and  its
resources,  the  Board believes that this is  appropriate.   Each
director  participates in the consideration of director nominees.
The Board believes that having such a committee would not enhance
the  nomination  process.  The Company does  not  have  a  formal
policy  regarding  the consideration of any  director  candidates
recommended  by  shareholders or specific minimum  qualifications
for director nominees.

     Communications to Board of Directors: The Board of Directors
has  established  a process for shareholders to communicate  with
members  of the Board of Directors.  If you would like to contact
the  Board you can do so by forwarding your




concern, question  or complaint  to  the  Company's  Corporate
Secretary  at  1500  N. Lakeview Avenue, Anaheim, California 92807.

PROPOSAL 1:  ELECTION OF DIRECTORS

      The following provides certain information with respect  to
each  of our directors all of whom are nominated for election  at
the  2006  Annual Meeting to serve as directors  until  the  2007
Annual  Meeting  and  until  their  successors  are  elected  and
qualified.  Mr.  Catanzaro  and Mr. Means  were  elected  by  the
shareholders  at  the 1999 Annual Meeting.  Mr.  Ceiley  and  Mr.
Conzen  were appointed to the Board in February 1998 and  elected
by the shareholders at the 1998 Annual Meeting. Should any one or
more of the nominees become unavailable to accept nomination  for
election as a director, the enclosed proxy will be voted for such
other  person or persons as the Board of Directors may recommend,
unless the Board reduces the number of directors.

Name                Business Experience and Age
------------------------------------------------

Stephen Catanzaro   Controller  of Allied Business Schools,  Inc.
                    since April 2004.  Chief Financial Officer of
                    V&M  Restoration, Inc., a restoration company
                    from  September 2002 to February 2004.  Chief
                    Financial Officer of Bisco, a distributor  of
                    fasteners and components, from September 1995
                    to March 2002.  Age 53.

Glen F. Ceiley      Serves as Chairman of the Board of  the
                    Company.    President  and  Chief   Executive
                    Officer  of Bisco since 1973. Former director
                    of  Data  I/O  Corporation,  a  publicly-held
                    company  engaged  in  the  manufacturing   of
                    electronic equipment.     Age 60.

Jay Conzen          President of Old Fashioned Kitchen, Inc.
                    since  April 2003.  Principal of  Jay  Conzen
                    Investments (investment advisor) from October
                    1992  to  April  2003.   Consultant  to   the
                    Company  from August 1999 until January  2001
                    and from October 2001 to April 2003. Age 59.

William L. Means    Vice  President of Information Technology  of
                    Bisco   since   2001.   Vice   President   of
                    Corporate Development of Bisco from  1997  to
                    2001.  Age 62.





Vote Required

      Under  the Florida Business Corporation Act, directors  are
elected by a plurality of the votes cast.  Therefore, abstentions
and broker non-votes have no effect under Florida law.

The Board of Directors recommends a vote FOR the election of each
of the nominees.

Executive Officers

     The following person was an executive officer of the Company
as of December 28, 2005:

 Edward B. Alexander Chief  Operating  Officer  from  April  2003
                     through  present.  President of the  Company
                     from  April  2003 to April 2006.   Executive
                     Vice   President   of   the   Company   from
                     September   1999  to  April   2003.    Chief
                     Financial  Officer of the Company from  1990
                     to  April  2003.   Served on  the  Company's
                     Board  of  Directors from May 1996  to  July
                     1999.   Certified  Public  Accountant  since
                     1982.  Age 47.

     As of April 4, 2006, Edward B. Alexander no longer serves as
an  executive  officer of the Company.  Glen F. Ceiley  currently
serves as Chairman and Chief Executive Officer of the Company.

    There  are  no  family  relationships  between  any  of   the
nominees and executive officers of the Company.





    Our  officers  and directors have neither been  convicted  in
any criminal proceeding during the past five years nor parties to
any  judicial or administrative proceeding during the  past  five
years  that  resulted  in  a  judgment,  decree  or  final  order
enjoining   them  from  future  violations  of,  or   prohibiting
activities  subject  to, federal or state securities  laws  or  a
finding  of any violation of federal or state securities  law  or
commodities  law.  Similarly, no bankruptcy petitions  have  been
filed  by  or  against any business or property  of  any  of  our
directors or officers, nor has any bankruptcy petition been filed
against  a  partnership or business association  in  which  these
persons were general partners or executive officers.

Certain Relationships and Related Transactions

     None.

Audit Committee Financial Expert

     See   section  titled  "Board  of  Directors  and   Standing
Committees"  of this Proxy Statement which is herein incorporated
by reference.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a) of the Securities Exchange Act of  1934,  as
amended  (the "Exchange Act"), requires certain officers  of  the
Company and its directors, and persons who beneficially own  more
than  ten percent of any registered class of the Company's equity
securities,  to file reports of ownership in such securities  and
changes  in ownership in such securities with the Securities  and
Exchange Commission and the Company.

      Based  solely  on  a  review of  the  reports  and  written
representations  provided to the Company by the above  referenced
persons,  the Company believes that during fiscal year  2005  all
filing   requirements  applicable  to  its  reporting   officers,
directors  and  greater than ten percent beneficial  owners  were
timely satisfied.

FINANCIAL CODE OF ETHICAL CONDUCT

     The   Company  has  adopted  a  financial  code  of   ethics
applicable  to  the  Company's  senior  executive  and  financial
officers.   You  may  receive, without  charge,  a  copy  of  the
Financial  Code  of Ethical Conduct by contacting  our  Corporate
Secretary at 1500 N. Lakeview Avenue, Anaheim, California 92807.





REPORT OF THE AUDIT COMMITTEE

      On  August  24,  2005, Deloitte & Touche  LLP  ("Deloitte")
resigned  as  the Company's accountants.  There were  no  adverse
opinions, disagreements or reportable events as defined  in  Item
304(a)   of  Regulation  S-K  with  Deloitte  related  to   their
resignation.   On  September 19, 2005,  the  Board  approved  the
Company's change in independent accountants and in October  2005,
the Company engaged Squar, Milner, Reehl & Williamson LLP ("Squar
Milner") to serve as the Company's independent accountants.

      The  Audit  Committee  has reviewed the  audited  financial
statements of the Company for the year ended December  28,  2005,
and  has  met  with  management and Squar Milner,  the  Company's
independent   auditors,   to  discuss   the   audited   financial
statements.

      The  Audit  Committee  received from Squar  Milner  written
disclosures regarding their independence and the letter  required
by Independence Standards Board Standard No. 1, and has discussed
with  Squar  Milner  their independence. In connection  with  its
review, the Audit Committee has also discussed with Squar  Milner
the  matters required to be discussed by U.S. Auditing  Standards
Section 380 - Communications with Audit Committees.

      The  Audit  Committee has discussed with Squar  Milner  the
matters  required  to  be  discussed by SAS61  (Certification  of
Statements on Auditing Standards) as modified or supplemented.

      Based  on  its  review and discussions with management  and
Squar  Milner, the Audit Committee recommended to  the  Board  of
Directors  that the audited financial statements be  included  in
the  Company's Annual Report to Shareholders for the  year  ended
December 28, 2005.

               Respectfully Submitted,

               Jay Conzen, Chairman
               Steve Catanzaro
               William Means


PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit Fees

      The  aggregate fees billed by Squar Milner for  the  fiscal
year ended December 28, 2005 and by Deloitte & Touche LLP for the
fiscal  year  ended December 29, 2004, for professional  services
rendered   for  the  audit  of  the  Company's  annual  financial
statements  and  for  the  reviews of  the  financial  statements
included  in  the Company's Quarterly Reports on  Form  10-Q  for
those fiscal years were $61,000 and $91,500, respectively.

Audit-Related Fees

      The  aggregate fees billed by Squar Milner for  the  fiscal
year ended December 28, 2005 and by Deloitte & Touche LLP for the
fiscal year ended December 29, 2004, for audit-related fees  were
$0  and  $8,500,  respectively. These fees were  billed  for  the
performance of an audit of the Company's Employee Benefit  (401k)
Plan.

Tax Fees

      The  aggregate fees billed by Squar Milner for  the  fiscal
year ended December 28, 2005 and by Deloitte & Touche LLP for the
fiscal  year  ended December 29, 2004, for professional  services
rendered for tax services were $10,000 and $10,160, respectively.

All Other Fees

      There  were  no other fees billed by Squar Milner  for  the
fiscal  year ended December 28, 2005 or by Deloitte & Touche  LLP
for  the  fiscal  year  ended December  29,  2004,  for  services
rendered to the Company, other than the services described above.

      The Audit Committee has considered whether the provision of
non-audit  services is compatible with maintaining the  principal
accountant's independence.

Audit Committee Pre-Approval

      See  section titled "Audit Committee Pre-Approval  Policies
and   Procedures"  of  this  Proxy  Statement  which  is   herein
incorporated by reference.

EXECUTIVE PAY






     The summary compensation table below sets forth a summary of
the  compensation earned by the Company's named executive officer
during fiscal years 2003, 2004 and 2005.

                   SUMMARY COMPENSATION TABLE

                                  Annual Compensation
                                  -------------------



                                             
Name and Principal                                              All other
  Position                  Year   Salary ($)  Bonus ($) (2) Compensation ($)(1)
Compensation($)(1)
--------------------------  ----   ----------  ------------- -------------------
Edward B. Alexander (3)     2005   $134,300    $ 5,300           $1,670
President                   2004    125,950     19,555            1,514
Chief Operating             2003    125,559      -0-              1,554
Officer




Explanation of Columns:

(1)  All Other Compensation: All other compensation that does not
     fall  under  any  of the aforementioned categories.  Amounts
     shown  are  contributions to the Company's  401(k)  Plan  on
     behalf  of Mr. Alexander to match a portion of his  deferred
     contributions in 2005, 2004 and 2003.

(2)  A  portion of Mr. Alexander's bonus was earned in 2005,  but
     paid in 2006.

(3)  Mr. Alexander is an employee-at-will of the Company and does
     not have an employment contract.


Option Grants

     There were no options to purchase the Company's Common Stock
granted to the named executive officer in fiscal year 2005.

Option Exercises and Year-End Option Value

     The  following  table sets forth information concerning  the
number and value of unexercised options to purchase the Company's
Common Stock held by the named executives at fiscal year end.

           Aggregated Option Exercises in Last Fiscal
                 Year, and Year-End Option Value

                              Number of Securities    Value of Unexercised
                              Underlying Unexercised  In-The-Money Option
                              Options at Fiscal Year   at Fiscal Year-End
                                    End (#)                  ($)(1)
                              ----------------------  --------------------
              Shares
            Acquired On
             Exercise     Value        Exercisable/           Exercisable/
               (#)      Realized ($)  Unexercisable          Unexercisable




           ---------    ------------  ---------------     -------------------
Edward B.
 Alexander       0         $0             7,500/0                $300/0

(1)  Market value of underlying securities at year end ($1.59  at
December  28, 2005, the last trading day of the Company's  fiscal
year), minus the various exercise prices.


REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

     December 12, 2005

      The  Executive  Compensation Committee  (the  "Committee"),
currently  consisting of Directors Ceiley  and  Means,  uses  the
following objectives as guidelines for its executive compensation
decisions:  to provide a compensation package that will  attract,
motivate   and   retain  qualified  executives;   to   ensure   a
compensation   mix  that  focuses  executive  behavior   on   the
fulfillment of annual and long-term business objectives;  and  to
create  a sense of ownership in the Company that causes executive
decisions  to be aligned with the best interests of the Company's
shareholders.

     The Company's compensation package in 2005 for its executive
officers  consisted of base salary and performance  bonuses.  The
Committee  determined salary levels for the  Company's  executive
officers.

General Compensation Policies

     In general, base salary levels are set at the minimum levels
believed by the Company's executive officers to be sufficient  to
attract and retain qualified executives when considered with  the
other components of the Company's compensation structure.

      The  Committee adjusts salary levels for executive officers
based  on  achievement  of  specific  annual  performance  goals,
including  personal,  departmental  and  overall  Company   goals
depending upon each officer's specific job responsibilities.  The
Committee  also  uses its subjective judgment,  based  upon  such
criteria  as the executive's knowledge of and importance  to  the
Company's  business, willingness and ability  to  accomplish  the
tasks  for  which he or she was responsible, professional  growth
and potential, the Company's operating earnings and an evaluation
of   individual   performance,  in   making   salary   decisions.
Compensation  paid to executive officers in prior years  is  also
taken  into account. No particular weighting is applied to  these
factors.





      The  Committee  may determine that the Company's  financial
performance  and  individual achievements merit  the  payment  of
annual  bonuses.   The  Company instituted a  bonus  program  for
management  of  the  Company  beginning  in  2003,  based  on   a
percentage of the earnings from operations of the Company.

       The  Committee  determines  stock  option  grants  to  the
executive officers. The Committee determines annual stock  option
grants  to  other  employees  based  on  recommendations  of  the
President. Stock options are intended to encourage key  employees
to  remain employed by the Company by providing them with a  long
term  interest in the Company's overall performance as  reflected
by  the  market  price of the Company's Common  Stock.  No  stock
option grants were made in 2005.

       The  Committee  will  consider  any  federal  income   tax
limitations  on  the deductibility of executive  compensation  in
reaching   compensation  decisions  and  will  seek   shareholder
approval  where  such approval will eliminate any limitations  on
deductibility.

CEO Compensation

      Mr.  Alexander  serves  as President  and  Chief  Operating
Officer of the Company.  His compensation consists of base salary
and  a  performance bonus, which are approved by the Compensation
Committee.  Upon being promoted to President and Chief  Operating
Officer in April 2003, Mr. Alexander's base salary was set  based
on  several  factors,  including  industry  competitors  for  the
position,  the Company's size relative to such industry  averages
and   the   Company's  historical  and  projected  profitability.
Effective  April  2005, Mr. Alexander's salary was  increased  to
$133,400  based on the Company's profit performance versus  other
publicly-held restaurant companies, and considering increases  in
general cost of living.

      The  Compensation  Committee has  developed  a  performance
incentive program based on a percentage of the Company's earnings
from  operations, paid quarterly and at year-end.  In  2005,  Mr.
Alexander earned a total of $5,300 under this program, a  portion
of which was paid in 2006.

               Respectfully Submitted,

               Glen F. Ceiley
               William Means

Compensation Committee Interlocks and Insider Participation





      The  members  of the Compensation Committee  are  Directors
Ceiley and Means.  Until 2004, Mr. Ceiley served as the Company's
principal  executive officer for execution  of  SEC  reports  and
certifications,  but  did  not participate  in  the  day  to  day
operations  of  the  Company.  Mr. Ceiley  did  not  receive  any
compensation for his service as principal executive  officer  and
has  not  participated in any related party transactions required
to  be disclosed under Item 404 of Regulation S-K.  Mr. Means  is
not  currently nor has he ever been an employee of  the  Company,
and  has  not  participated  in any  related  party  transactions
(described in Item 404 of Regulation S-K).

Director Compensation

      None of the director nominees were employees of the Company
during  the  fiscal  year ended December 28, 2005.  In  order  to
attract   and  retain  highly  qualified  directors  through   an
investment interest in the Company's future success, the  Company
enacted,  in  l985, a non-qualified Stock Option  Plan  for  Non-
Employee  Directors (the "Directors' Plan"), which  was  used  to
compensate  directors until January 2002.  Due to the  expiration
of  the Directors' Plan in 2002, the Company paid $10,000 cash to
each director in 2006 as compensation for their services.

     In  addition, directors who are not employees of the Company
receive  a  fee  of  $500  for each Board of  Directors'  meeting
attended.   No  fees are awarded to directors for  attendance  at
meetings of the Audit or Executive Compensation Committees of the
Board of Directors.


COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

      The  SEC  requires a five-year comparison  of  stock  price
performance of the Company with both a broad equity market  index
and  a  published industry line-of-business index.  The Company's
total  return compared with the NASDAQ Market Index and the Media
General Restaurant Index is shown on the following graph.

     This graph assumes that $100 was invested on January 3, 2001
and  all dividends were reinvested in the Company's Common  Stock
and  the  other  indices. Each of the indexes is  weighted  on  a
market  capitalization basis at the time of  each  reported  data
point.






                                                     
                    1/3/2001 1/2/2002 12/31/2002 12/31/2003 12/29/2004 12/28/2005

EACO CORPORATION     100.00    133.33   65.33     106.67        97.33    212.00
RESTAURANTS          100.00    101.41   80.95     111.45       136.12    144.82
NASDAQ MARKET INDEX  100.00     79.71   55.60      83.60        90.63     92.62





[CHART OMITTED]

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      The Audit Committee has not yet recommended to the Board of
Directors an accounting firm to be engaged as independent auditor
for the Company for 2006 but will do so at a later date. The firm
Squar  Milner,  served  as  the independent  accountant  for  the
Company  for the fiscal year ending December 28, 2005. That  firm
has  served  as  the auditor for the Company since October  2005.
Representatives of Deloitte & Touche are expected to  be  present
at  the  annual meeting of shareholders where they will  have  an
opportunity to make a statement if they desire to do so and  will
be available to respond to appropriate questions.

OTHER MATTERS

      The Board of Directors is not aware of any other matters to
come before the meeting. If any other business should come before
the  meeting, the persons named on the enclosed proxy  will





have discretionary  authority to vote such proxy  in  accordance
with their best judgment.

     Any  other  matter  which may be considered  at  the  Annual
Meeting  will be approved if the votes cast favoring  the  matter
exceed the votes opposing the matter, unless a greater number  of
affirmative votes or voting by classes is required by Florida law
or  the  Company's  Articles of Incorporation.   Abstentions  and
broker non-votes have no effect under Florida law.

SHAREHOLDER PROPOSALS

     Proposals of shareholders to be presented at the 2007 Annual
Meeting   of  Shareholders  must  be  received  by  the   Company
(addressed to the attention of the Corporate Secretary) not later
than  December  28, 2006 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 Bylaws generally  require
that each written proposal be delivered or mailed to 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 Bylaws.

     The  Company  may  solicit proxies in connection  with  next
year's  Annual  Meeting which confer discretionary  authority  to
vote  on any shareholder proposals of which the Company does  not
receive notice by March 15, 2007. Proposals should be sent to the
Company's  executive  office to the attention  of  the  Corporate
Secretary.

SOLICITATION OF PROXIES

      This  proxy is solicited by the Board of Directors  of  the
Company.  The  cost of soliciting proxies will be  borne  by  the
Company. Following the original mailing of the proxy solicitation
material, regular employees of the Company may




solicit proxies by mail,  telephone,  facsimile  and  other
electronic  means.  The Company  may  request  brokerage houses
and  other  nominees  or fiduciaries  to forward copies of its proxy
material  and  Annual Report to beneficial owners of stock held in
their names, and the Company will reimburse them for reasonable
out-of-pocket expenses incurred with respect to such action.

DELIVERY TO SHAREHOLDERS SHARING ADDRESS

     Only   one  Proxy  Statement  and  Annual  Report  has  been
delivered to multiple shareholders sharing an address unless  the
Company  has received contrary instructions from one or  more  of
the  shareholders. The Company will promptly deliver upon written
or  oral request a separate copy of this Proxy Statement  or  the
Annual  Report to a shareholder at a shared address  to  which  a
single  copy was sent.  Shareholders residing at a shared address
who  would  like  to  request an additional  copy  of  the  Proxy
Statement or Annual Report now or with respect to future mailings
(or to request to receive only one copy of the Proxy Statement or
Annual Report if multiple copies are being received) may write or
call  the  Company's  Corporate Secretary  at  1500  N.  Lakeview
Avenue, Anaheim, California 92807, (714) 876-2490.

                         By Order of the Board of Directors


                         Glen F. Ceiley
                         Chairman of the Board




Date: April 27, 2006