As filed with the Securities and Exchange Commission on June 3, 1998.

                                                      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


                         MERITAGE HOSPITALITY GROUP INC.
                      1996 MANAGEMENT EQUITY INCENTIVE PLAN

                         MERITAGE HOSPITALITY GROUP INC.
                        1996 DIRECTORS' SHARE OPTION PLAN

                         MERITAGE HOSPITALITY GROUP INC.
                          DIRECTORS' COMPENSATION PLAN

                         MERITAGE HOSPITALITY GROUP INC.
                          EMPLOYEE SHARE PURCHASE 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,          485,000        $1.08        $523,800.00       $155.00
par value              Shares
$0.01 per share
--------------------------------------------------------------------------------

(1)This  Registration  Statement  is filed for up to an  additional  (a) 425,000
   shares of Common Stock issuable  pursuant to the Meritage  Hospitality  Group
   Inc. 1996 Management Equity Incentive Plan (the "Management  Equity Incentive
   Plan");  (b) 60,000 shares of Common Stock issuable  pursuant to the Meritage
   Hospitality  Group Inc. 1996  Directors'  Share Option Plan (the  "Directors'
   Share Option Plan");  (c) 0 shares of Common Stock  issuable  pursuant to the
   Meritage Hospitality Group Inc. Directors' Compensation Plan (the "Directors'
   Compensation  Plan");  and (d) 0 shares of Common Stock issuable  pursuant to
   the  Meritage  Hospitality  Group  Inc.  Employee  Share  Purchase  Plan (the
   "Employee  Share  Purchase  Plan") (the  Management  Equity  Incentive  Plan,
   Directors' Share Option Plan, Directors' Compensation Plan and Employee Share
   Purchase Plan, individually the "Plan" and collectively the "Plans").

(2)Estimated solely for purposes of calculating the registration fee.

(3)Registration  fee has been  calculated  pursuant to Rule 457(h)  based on the
   average of the high and low prices of the Common  Stock  quoted on The NASDAQ
   Interdealer Quotation System on May 28, 1998 of $1.08 per share.

                                      - 1 -

<PAGE>




The contents of Registration No. 333-06657, as filed with the Commission on June
24, 1996, are incorporated herein by reference.

                                   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  this 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 June 2, 1998.

                                       MERITAGE HOSPITALITY GROUP INC.



                                       By:/s/Christopher B. Hewett
                                          --------------------------------------
                                           Christopher B. Hewett
                                           President and Chief 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.  The persons whose names are marked with
an  asterisk  (*)  below  hereby  designate  Christopher  B.  Hewett or James R.
Saalfeld   as   Attorney-in-Fact   to  sign  all   amendments,   including   any
post-effective amendments, to this Registration Statement.


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


*/s/Robert E. Schermer           
--------------------------       Chairman of the Board              June 2, 1998
Robert E. Schermer, Sr.          of Directors


*/s/Christopher B. Hewett       
--------------------------       President, Chief Executive         June 2, 1998
Christopher B. Hewett            Officer and Director 
                                 (Principal Executive Officer)


*/s/Robert E. Schermer          
--------------------------       Executive Vice President,          June 2, 1998
Robert E. Schermer, Jr.          Treasurer and Director
                                 (Principal Financial Officer)

*                          
--------------------------       Director                          June __, 1998
Joseph L. Maggini


                                    - 2 -

<PAGE>


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



*                         
--------------------------       Director                          June __, 1998
Jerry L. Ruyan


                                  EXHIBIT INDEX

Exhibit
  No.                 Description                                Page
-------  ----------------------------------------------    ---------------------

   5     Opinion of Keating, Muething & Klekamp, P.L.L.    Filed herewith
 10.1    1996 Management Equity Incentive Plan                        *
 10.2    1996 Directors' Share Option Plan                            *
 10.3    Directors' Compensation Plan                                 *
 10.4    Employee Share Purchase Plan                                 *
 23.1    Consent of Grant Thornton LLP                     Filed herewith
 23.2    Consent of Keating, Muething & Klekamp, P.L.L.    Included in Exhibit 5
  24     Power of Attorney (included on signature page)    Filed herewith


*Incorporated by reference to the Registrant's  definitive proxy statement dated
 April 19, 1996 as filed with the Commission.


                                      - 3 -
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 7286}]
{"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": "333-55915", "film-number": "98641749"}, "business-address": {"street1": "40 PEARL ST NW STE 900", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503", "phone": "3133292222"}, "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 June 3, 1998.

                                                      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

                         MERITAGE HOSPITALITY GROUP INC.
                      1996 MANAGEMENT EQUITY INCENTIVE PLAN

                         MERITAGE HOSPITALITY GROUP INC.
                        1996 DIRECTORS' SHARE OPTION PLAN

                         MERITAGE HOSPITALITY GROUP INC.
                          DIRECTORS' COMPENSATION PLAN

                         MERITAGE HOSPITALITY GROUP INC.
                          EMPLOYEE SHARE PURCHASE 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,          485,000        $1.08        $523,800.00       $155.00
par value              Shares
$0.01 per share
--------------------------------------------------------------------------------

(1)This  Registration  Statement  is filed for up to an  additional  (a) 425,000
   shares of Common Stock issuable  pursuant to the Meritage  Hospitality  Group
   Inc. 1996 Management Equity Incentive Plan (the "Management  Equity Incentive
   Plan");  (b) 60,000 shares of Common Stock issuable  pursuant to the Meritage
   Hospitality  Group Inc. 1996  Directors'  Share Option Plan (the  "Directors'
   Share Option Plan");  (c) 0 shares of Common Stock  issuable  pursuant to the
   Meritage Hospitality Group Inc. Directors' Compensation Plan (the "Directors'
   Compensation  Plan");  and (d) 0 shares of Common Stock issuable  pursuant to
   the  Meritage  Hospitality  Group  Inc.  Employee  Share  Purchase  Plan (the
   "Employee  Share  Purchase  Plan") (the  Management  Equity  Incentive  Plan,
   Directors' Share Option Plan, Directors' Compensation Plan and Employee Share
   Purchase Plan, individually the "Plan" and collectively the "Plans").

(2)Estimated solely for purposes of calculating the registration fee.

(3)Registration  fee has been  calculated  pursuant to Rule 457(h)  based on the
   average of the high and low prices of the Common  Stock  quoted on The NASDAQ
   Interdealer Quotation System on May 28, 1998 of $1.08 per share.

                                      - 1 -
The contents of Registration No. 333-06657, as filed with the Commission on June
24, 1996, are incorporated herein by reference.

                                   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  this 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 June 2, 1998.

                                       MERITAGE HOSPITALITY GROUP INC.

                                       By:/s/Christopher B. Hewett
                                          --------------------------------------
                                           Christopher B. Hewett
                                           President and Chief 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.  The persons whose names are marked with
an  asterisk  (*)  below  hereby  designate  Christopher  B.  Hewett or James R.
Saalfeld   as   Attorney-in-Fact   to  sign  all   amendments,   including   any
post-effective amendments, to this Registration Statement.

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

*/s/Robert E. Schermer           
--------------------------       Chairman of the Board              June 2, 1998
Robert E. Schermer, Sr.          of Directors

*/s/Christopher B. Hewett       
--------------------------       President, Chief Executive         June 2, 1998
Christopher B. Hewett            Officer and Director 
                                 (Principal Executive Officer)

*/s/Robert E. Schermer          
--------------------------       Executive Vice President,          June 2, 1998
Robert E. Schermer, Jr.          Treasurer and Director
                                 (Principal Financial Officer)

*                          
--------------------------       Director                          June __, 1998
Joseph L. Maggini

                                    - 2 -
Signature                         Capacity                      Date
        ---------                         --------                      ----

*                         
--------------------------       Director                          June __, 1998
Jerry L. Ruyan

                                  EXHIBIT INDEX

Exhibit
  No.                 Description                                Page
-------  ----------------------------------------------    ---------------------

   5     Opinion of Keating, Muething & Klekamp, P.L.L.    Filed herewith
 10.1    1996 Management Equity Incentive Plan                        *
 10.2    1996 Directors' Share Option Plan                            *
 10.3    Directors' Compensation Plan                                 *
 10.4    Employee Share Purchase Plan                                 *
 23.1    Consent of Grant Thornton LLP                     Filed herewith
 23.2    Consent of Keating, Muething & Klekamp, P.L.L.    Included in Exhibit 5
  24     Power of Attorney (included on signature page)    Filed herewith

*Incorporated by reference to the Registrant's  definitive proxy statement dated
 April 19, 1996 as filed with the Commission.

                                      - 3 -