Registration nos.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                EAT AT JOE'S, LTD
             (Exact name of registrant as specified in its charter)


         DELAWARE                                           75-2636283
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                         identification nos.)

                670 White Plains Road, Scarsdale, New York 10583
                    (address of principal executive offices)


                  STOCK GRANT AUTHORIZED BY BOARD OF DIRECTORS
                              (Full title of plan)


         Joseph Fiore, 670 White Plains Road, Scarsdale, New York 10583
                                  914-725 2700
             (Name, address and telephone nos. of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
                                                  Proposed              Proposed
                                                  Maximum                Maximum 
Title of  Securities       Amount to be        Offering Price           Aggregate              Amount of
  to be Registered          Registered            Per Unit            Offering Price        Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>                   <C>                      <C>
  Common Stock               100,000               $1.00                 $100,000                 $29
</TABLE>

<PAGE>


PART II.  Information Required in Registration Statement.

Item. 3   Incorporation of Documents by Reference.

     The Registrant is subject to the information requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and, in accordance therewith, files
reports with the Securities and Exchange Commission ("Commission"). The
Registrant hereby states that (i) the documents listed below are incorporated by
reference in this Registration Statement and (ii) all documents subsequently
filed by the Registrant pursuant to Sections 13 (a), 13 (c) and 15(d) of the
Securities Exchange Act of 1934 as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of filing of such documents.

     (a)  The Registrant's Annual Report on Form 10-KSB for the period ending
          December 30, 1998, filed pursuant to Section 13(a) of the Exchange
          Act, containing audited financial statements for that period;

     (b)  All other reports filed by the Registrant pursuant to Action 13 (a) or
          15 (d) of the Exchange Act since December 30, 1998.

     (c)  The description of the Common Stock which is contained in registration
          statements filed under the Securities Act of 1933, as amended ("Act"),
          including any amendment or report filed for the purpose of updating
          such description.

Item 4.   Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.   Interest of Named Experts in Securities

     The validity of the authorization and issuance of the Common Stock issuable
to Beckman, Millman & Sanders, LLP, will be passed upon by Beckman, Millman &
Sanders, LLP. Members of the firm of Beckman, Millman & Sanders, LLP own 40,000
shares of Common Stock of the Registrant.

<PAGE>


Item 6.   Indemnification of Directors and Officers

     The Registrant's By-laws contain the broadest form of indemnification for
its officers and directors and former officers and directors permitted under
Delaware law. In so far as indemnification for liabilities arising under the
Securities Act may permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

Item 7.   Exemption form Registration Claimed


     Not Applicable

Item 8.   Exhibits

4.1  Certificate of Incorporation of the Registrant, as amended (1)

4.2  By-laws of the Registrant (1)

4.3  Resolutions of the Board of Directors dated May 19, 1999

5    Opinion of The Law Office of Beckman Millman & Sanders, LLP.

24.1 Consent of The Law Office of Beckman, Millman & Sanders LLP (included in
     Exhibit 5)

24.2 Consent of Robison, Hill & Co. certified public accountants.

--------------------------------------------------------------------------------
(1)  Previously filed with the Commission as an exhibit to the Registrant's
     Registration Statement on Form S-18 as amended, was declared effective by
     the Commission in 1988.

Item 9.   Undertakings

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 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.

2.   The Undersigned Registrant hereby undertakes that, for the purpose of
     determining any liability under the Securities Act, 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.

<PAGE>


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

4.   The undersigned Registrant hereby undertakes that for purposes of the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 15 (d) of the Exchange Act that is incorporated by reference in the
     registration statement related to the securities offered therein, and the
     offering of such securities at such time shall be deemed to be the initial
     bona fide offering thereof.

5.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     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 that the matter has
     been settled by controlling precedent, submit to a court of appropriate
     jurisdiction he question whether such indemnification bay its is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

<PAGE>


SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 the Town of Scarsdale, State of New York this 1st day of
     May 19, 1999.

     EAT AT JOE'S, LTD

     by:  /s/ Joseph Fiore
          -------------------------
          Joseph Fiore, Chairman

     Pursuant to the requirements of the Securities Act, this Registration
     Statement has been signed by the following person in the capacities and of
     the dates indicated.



     /s/ Joseph Fiore                                        Date:  May 19, 1999
     --------------------------       
     Joseph Fiore, Director

     /s/ James Mylock                                        Date:  May 19, 1999
     -------------------------- 
     James Mylock, Director

     /s/ Tim Matula                                          Date:  May 19, 1999
     --------------------------
     Tim Matula, Director
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Registration nos.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                EAT AT JOE'S, LTD
             (Exact name of registrant as specified in its charter)

         DELAWARE                                           75-2636283
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                         identification nos.)

                670 White Plains Road, Scarsdale, New York 10583
                    (address of principal executive offices)

                  STOCK GRANT AUTHORIZED BY BOARD OF DIRECTORS
                              (Full title of plan)

         Joseph Fiore, 670 White Plains Road, Scarsdale, New York 10583
                                  914-725 2700
             (Name, address and telephone nos. of agent for service)

                         Calculation of Registration Fee
Proposed              Proposed
                                                  Maximum                Maximum 
Title of  Securities       Amount to be        Offering Price           Aggregate              Amount of
  to be Registered          Registered            Per Unit            Offering Price        Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock               100,000               $1.00                 $100,000                 $29
PART II.  Information Required in Registration Statement.

Item. 3   Incorporation of Documents by Reference.

     The Registrant is subject to the information requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and, in accordance therewith, files
reports with the Securities and Exchange Commission ("Commission"). The
Registrant hereby states that (i) the documents listed below are incorporated by
reference in this Registration Statement and (ii) all documents subsequently
filed by the Registrant pursuant to Sections 13 (a), 13 (c) and 15(d) of the
Securities Exchange Act of 1934 as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of filing of such documents.

     (a)  The Registrant's Annual Report on Form 10-KSB for the period ending
          December 30, 1998, filed pursuant to Section 13(a) of the Exchange
          Act, containing audited financial statements for that period;

     (b)  All other reports filed by the Registrant pursuant to Action 13 (a) or
          15 (d) of the Exchange Act since December 30, 1998.

     (c)  The description of the Common Stock which is contained in registration
          statements filed under the Securities Act of 1933, as amended ("Act"),
          including any amendment or report filed for the purpose of updating
          such description.

Item 4.   Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.   Interest of Named Experts in Securities

     The validity of the authorization and issuance of the Common Stock issuable
to Beckman, Millman & Sanders, LLP, will be passed upon by Beckman, Millman &
Sanders, LLP. Members of the firm of Beckman, Millman & Sanders, LLP own 40,000
shares of Common Stock of the Registrant.
Item 6.   Indemnification of Directors and Officers

     The Registrant's By-laws contain the broadest form of indemnification for
its officers and directors and former officers and directors permitted under
Delaware law. In so far as indemnification for liabilities arising under the
Securities Act may permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

Item 7.   Exemption form Registration Claimed

     Not Applicable

Item 8.   Exhibits

4.1  Certificate of Incorporation of the Registrant, as amended (1)

4.2  By-laws of the Registrant (1)

4.3  Resolutions of the Board of Directors dated May 19, 1999

5    Opinion of The Law Office of Beckman Millman & Sanders, LLP.

24.1 Consent of The Law Office of Beckman, Millman & Sanders LLP (included in
     Exhibit 5)

24.2 Consent of Robison, Hill & Co. certified public accountants.

--------------------------------------------------------------------------------
(1)  Previously filed with the Commission as an exhibit to the Registrant's
     Registration Statement on Form S-18 as amended, was declared effective by
     the Commission in 1988.

Item 9.   Undertakings

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 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.

2.   The Undersigned Registrant hereby undertakes that, for the purpose of
     determining any liability under the Securities Act, 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.
3.   The undersigned Registrant hereby undertakes to remove from registration by
     means a of a post-effective amendment any of the securities being
     registered which remain unsold at the termination of the offering.

4.   The undersigned Registrant hereby undertakes that for purposes of the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 15 (d) of the Exchange Act that is incorporated by reference in the
     registration statement related to the securities offered therein, and the
     offering of such securities at such time shall be deemed to be the initial
     bona fide offering thereof.

5.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     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 that the matter has
     been settled by controlling precedent, submit to a court of appropriate
     jurisdiction he question whether such indemnification bay its is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 the Town of Scarsdale, State of New York this 1st day of
     May 19, 1999.

     EAT AT JOE'S, LTD

     by:  /s/ Joseph Fiore
          -------------------------
          Joseph Fiore, Chairman

     Pursuant to the requirements of the Securities Act, this Registration
     Statement has been signed by the following person in the capacities and of
     the dates indicated.

     /s/ Joseph Fiore                                        Date:  May 19, 1999
     --------------------------       
     Joseph Fiore, Director

     /s/ James Mylock                                        Date:  May 19, 1999
     -------------------------- 
     James Mylock, Director

     /s/ Tim Matula                                          Date:  May 19, 1999
     --------------------------
     Tim Matula, Director