As filed with the Securities and Exchange Commission on April 9, 1999. 

                                                       Registration No. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


   Incorporated         MERITAGE HOSPITALITY GROUP INC.        I.R.S. Employer
  Under the Laws       40 PEARL STREET, N.W., SUITE 900       Identification No.
   of Michigan          GRAND RAPIDS, MICHIGAN 49503             38-2730460
                               (616)776-2600


                        1999 DIRECTORS' COMPENSATION PLAN


                              Gary P. Kreider, Esq.
                       Keating, Muething & Klekamp, P.L.L.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-6411
--------------------------------------------------------------------------------
                         (Agent for Service of Process)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                       Proposed       Proposed
                                        Maximum        Maximum
    Title of             Amount         Offering      Aggregate      Amount of
   Securities            To Be           Price         Offering     Registration
To Be Registered     Registered(1)    Per Share(2)     Price(2)        Fee(3)
------------------   --------------   ------------   -----------   -------------

  Common Stock,      60,000 Shares      $1.695       $101,700.00     $28.27
  No par value
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  is filed  for up to 60,000  shares,  granted
     pursuant to the 1999 Directors' Compensation Plan.

(2)  Estimated to calculate registration fee.

(3)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common  Stock on the OTC  Bulletin  Board on April 6, 1999 of
     $1.695 per share.


<PAGE>

                                      - 2 -


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Meritage  Hospitality Group Inc., with
the Securities and Exchange  Commission are incorporated herein by reference and
made a part hereof:

     1.   The  Company's  Annual  Report on Form 10-K for the Fiscal  Year ended
          November 30, 1998.

     2.   The  description  of the Common Stock  contained  in the  Registration
          Statement on Form 8-A filed by the Company with the Commission on June
          24, 1996.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all Common  Stock  offered has been sold or which  deregisters  all Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.


Item 4.  Description of Securities

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel

         The legality of the Common Stock offered hereby will be passed upon for
the Company by Keating,  Muething & Klekamp,  P.L.L.,  1400 Provident Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of Keating,  Muething &
Klekamp,  P.L.L.  participating  in  matters  relating  to  this  Form  S-8  own
approximately 1,670 shares of the Company's Common Stock.

<PAGE>

                                     - 3 -

Item 6.  Liability; Indemnification

         Section  450.1561 of the  Michigan  Business  Corporation  Act ("MBCA")
provides  generally  and in  pertinent  part  that a  Michigan  corporation  may
indemnify its  directors and officers  against  expenses,  including  judgments,
penalties,  fines,  attorneys' fees and amounts paid in settlement  actually and
reasonably  incurred by them in  connection  with any civil or criminal  suit or
action, other than actions by or in the right of the corporation,  if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not opposed to the best interests of the  corporation or its  shareholders,  and
with  respect  to  any  criminal  suit  or  proceedings,  if the  person  had no
reasonable cause to believe his conduct was unlawful.  Section 450.1562 provides
that,  in  connection  with the defense or settlement of any action by or in the
right of the corporation, a Michigan corporation may indemnify its directors and
officers against expenses actually and reasonably incurred by them in connection
with the  matters in issue,  if they  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation or its shareholders.  The right to  indemnification  is mandatory in
the case of a director or officer who is  successful  on the merits or otherwise
and  if  the  expenses  are   reasonable  and  actually   incurred.   Permissive
indemnification is to be made by a court of competent jurisdiction, the majority
vote of a quorum of disinterested  directors, the written opinion of independent
legal counsel, by all independent directors who are not parties to or threatened
to be made parties to the action or suit or by the disinterested shareholders or
a committee  designated  by the Board and  consisting  of directors  who are not
parties to, or threatened to be made parties to, the proceedings.

         Meritage,   through   its   Bylaws   and  by  way   of   contracts   of
indemnification,  provides that its officers and directors  shall be indemnified
to the fullest extent authorized or permitted by law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits*

  Exhibit 4        1999 Directors' Compensation Plan (incorporated by reference
                   to the Company's Form 10-K filed on February 27, 1999)
  Exhibit 5        Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1     Consent of Grant Thornton LLP
  Exhibit 23.2     Consent of Keating, Muething & Klekamp, P.L.L. 
                   (included in Exhibit 5)
  Exhibit 24       Power of Attorney (contained on the signature page)

--------------------------
*All Exhibits filed herewith.

<PAGE>


                                     - 4 -


Item 9.  Undertakings

         9.1 The  undersigned  registrant  hereby  undertakes to file during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement:(i) to include any prospectus  required by Section
10(a)(3) of the  Securities  Act of 1933;  (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration  Statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii)  to  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

         9.2 The undersigned  registrant hereby undertakes that, for the purpose
of  determining  any  liability  under  the  Securities  Act of 1933,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         9.3  The  undersigned  registrant  hereby  undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

         9.4 The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         9.5  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the

<PAGE>

                                     - 5 -

registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Grand Rapids, Michigan, on March 31, 1999.

                                      MERITAGE HOSPITALITY GROUP INC.


                                      By: /s/ Robert E. Schermer, Jr.
                                         --------------------------------
                                         Robert E. Schermer, Jr.
                                         President and Chief Executive
                                         Officer (Principal Executive Officer)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Persons whose names are marked with an
asterisk  (*) below  hereby  designate  Robert  E.  Schermer,  Jr.  and James R.
Saalfeld  as  their  attorney-in-fact  to sign  all  amendments,  including  any
post-effective amendments, to this Registration Statement.

          Signature                      Capacity                      Date
          ---------                      --------                      ----

*/s/ Robert E. Schermer, Sr.  
----------------------------  Chairman of the Board               March 30, 1999
                              of Directors         
Robert E. Schermer, Sr.

*/s/ Robert E. Schermer, Jr.  
----------------------------  President, Chief Executive          March 31, 1999
Robert E. Schermer, Jr.       Officer and Director
                              (Principal Executive Officer)


<PAGE>


                                     - 6 -


*/s/ Pauline M. Krywanski     
----------------------------   Vice President, Chief Financial    March 31, 1999
Pauline M. Krywanski           Officer and Treasurer
                               (Principal Financial Officer
                               and Principal Accounting 
                               Officer)

*/s/James P. Bishop        
---------------------------    Director                           March 31, 1999
James P. Bishop



*/s/ Christopher P. Hendy      
----------------------------   Director                           March 30, 1999
Christopher P. Hendy



*/s/ Joseph L. Maggini         
----------------------------   Director                           March 31, 1999
Joseph L. Maggini



*/s/ Jerry L. Ruyan            
----------------------------   Director                           March 30, 1999
Jerry L. Ruyan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR MERITAGE HOSPITALITY GROUP INC.", "secsgml_size_bytes": 14264}]
{"company-data": {"conformed-name": "MERITAGE HOSPITALITY GROUP INC /MI/", "cik": "0000808219", "assigned-sic": "7011", "irs-number": "382730460", "state-of-incorporation": "MI", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76025", "film-number": "99590937"}, "business-address": {"street1": "40 PEARL ST NW STE 900", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503", "phone": "6167762600"}, "mail-address": {"street1": "40 PEARL ST NW STE 900", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503"}, "former-company": {"former-conformed-name": "EDISON THOMAS INNS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April 9, 1999. 

                                                       Registration No. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

   Incorporated         MERITAGE HOSPITALITY GROUP INC.        I.R.S. Employer
  Under the Laws       40 PEARL STREET, N.W., SUITE 900       Identification No.
   of Michigan          GRAND RAPIDS, MICHIGAN 49503             38-2730460
                               (616)776-2600

                        1999 DIRECTORS' COMPENSATION PLAN

                              Gary P. Kreider, Esq.
                       Keating, Muething & Klekamp, P.L.L.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-6411
--------------------------------------------------------------------------------
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                       Proposed       Proposed
                                        Maximum        Maximum
    Title of             Amount         Offering      Aggregate      Amount of
   Securities            To Be           Price         Offering     Registration
To Be Registered     Registered(1)    Per Share(2)     Price(2)        Fee(3)
------------------   --------------   ------------   -----------   -------------

  Common Stock,      60,000 Shares      $1.695       $101,700.00     $28.27
  No par value
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  is filed  for up to 60,000  shares,  granted
     pursuant to the 1999 Directors' Compensation Plan.

(2)  Estimated to calculate registration fee.

(3)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common  Stock on the OTC  Bulletin  Board on April 6, 1999 of
     $1.695 per share.
- 2 -

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Meritage  Hospitality Group Inc., with
the Securities and Exchange  Commission are incorporated herein by reference and
made a part hereof:

     1.   The  Company's  Annual  Report on Form 10-K for the Fiscal  Year ended
          November 30, 1998.

     2.   The  description  of the Common Stock  contained  in the  Registration
          Statement on Form 8-A filed by the Company with the Commission on June
          24, 1996.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all Common  Stock  offered has been sold or which  deregisters  all Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         The legality of the Common Stock offered hereby will be passed upon for
the Company by Keating,  Muething & Klekamp,  P.L.L.,  1400 Provident Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of Keating,  Muething &
Klekamp,  P.L.L.  participating  in  matters  relating  to  this  Form  S-8  own
approximately 1,670 shares of the Company's Common Stock.
- 3 -

Item 6.  Liability; Indemnification

         Section  450.1561 of the  Michigan  Business  Corporation  Act ("MBCA")
provides  generally  and in  pertinent  part  that a  Michigan  corporation  may
indemnify its  directors and officers  against  expenses,  including  judgments,
penalties,  fines,  attorneys' fees and amounts paid in settlement  actually and
reasonably  incurred by them in  connection  with any civil or criminal  suit or
action, other than actions by or in the right of the corporation,  if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not opposed to the best interests of the  corporation or its  shareholders,  and
with  respect  to  any  criminal  suit  or  proceedings,  if the  person  had no
reasonable cause to believe his conduct was unlawful.  Section 450.1562 provides
that,  in  connection  with the defense or settlement of any action by or in the
right of the corporation, a Michigan corporation may indemnify its directors and
officers against expenses actually and reasonably incurred by them in connection
with the  matters in issue,  if they  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation or its shareholders.  The right to  indemnification  is mandatory in
the case of a director or officer who is  successful  on the merits or otherwise
and  if  the  expenses  are   reasonable  and  actually   incurred.   Permissive
indemnification is to be made by a court of competent jurisdiction, the majority
vote of a quorum of disinterested  directors, the written opinion of independent
legal counsel, by all independent directors who are not parties to or threatened
to be made parties to the action or suit or by the disinterested shareholders or
a committee  designated  by the Board and  consisting  of directors  who are not
parties to, or threatened to be made parties to, the proceedings.

         Meritage,   through   its   Bylaws   and  by  way   of   contracts   of
indemnification,  provides that its officers and directors  shall be indemnified
to the fullest extent authorized or permitted by law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits*

  Exhibit 4        1999 Directors' Compensation Plan (incorporated by reference
                   to the Company's Form 10-K filed on February 27, 1999)
  Exhibit 5        Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1     Consent of Grant Thornton LLP
  Exhibit 23.2     Consent of Keating, Muething & Klekamp, P.L.L. 
                   (included in Exhibit 5)
  Exhibit 24       Power of Attorney (contained on the signature page)

--------------------------
*All Exhibits filed herewith.
- 4 -

Item 9.  Undertakings

         9.1 The  undersigned  registrant  hereby  undertakes to file during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement:(i) to include any prospectus  required by Section
10(a)(3) of the  Securities  Act of 1933;  (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration  Statement
(or the most recent post-effective amendment thereof) which,  individually or in
the aggregate,  represent a fundamental  change in the  information set forth in
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii)  to  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

         9.2 The undersigned  registrant hereby undertakes that, for the purpose
of  determining  any  liability  under  the  Securities  Act of 1933,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         9.3  The  undersigned  registrant  hereby  undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

         9.4 The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         9.5  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
- 5 -

registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Grand Rapids, Michigan, on March 31, 1999.

                                      MERITAGE HOSPITALITY GROUP INC.

                                      By: /s/ Robert E. Schermer, Jr.
                                         --------------------------------
                                         Robert E. Schermer, Jr.
                                         President and Chief Executive
                                         Officer (Principal Executive Officer)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Persons whose names are marked with an
asterisk  (*) below  hereby  designate  Robert  E.  Schermer,  Jr.  and James R.
Saalfeld  as  their  attorney-in-fact  to sign  all  amendments,  including  any
post-effective amendments, to this Registration Statement.

          Signature                      Capacity                      Date
          ---------                      --------                      ----

*/s/ Robert E. Schermer, Sr.  
----------------------------  Chairman of the Board               March 30, 1999
                              of Directors         
Robert E. Schermer, Sr.

*/s/ Robert E. Schermer, Jr.  
----------------------------  President, Chief Executive          March 31, 1999
Robert E. Schermer, Jr.       Officer and Director
                              (Principal Executive Officer)
- 6 -

*/s/ Pauline M. Krywanski     
----------------------------   Vice President, Chief Financial    March 31, 1999
Pauline M. Krywanski           Officer and Treasurer
                               (Principal Financial Officer
                               and Principal Accounting 
                               Officer)

*/s/James P. Bishop        
---------------------------    Director                           March 31, 1999
James P. Bishop

*/s/ Christopher P. Hendy      
----------------------------   Director                           March 30, 1999
Christopher P. Hendy

*/s/ Joseph L. Maggini         
----------------------------   Director                           March 31, 1999
Joseph L. Maggini

*/s/ Jerry L. Ruyan            
----------------------------   Director                           March 30, 1999
Jerry L. Ruyan