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                    200,000           $   .20         $40,000           $     11
</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 de-registers 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,  1999,  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, 1999.

     (c)  The description of the Common Stock which is contained in registration
          statements  filed  under  the  Securities  Act  of  1933,  as  amended
          ("Securities  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 Steven A.  Sanders  will be passed upon by Beckman,  Millman & Sanders,  LLP.
Members of the firm of Beckman,  Millman & Sanders,  LLP, including Mr. Sanders,
own 15,000 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.



<PAGE>



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  Preambles and Resolutions of the Board of Directors dated November 14, 2000

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)

24.1 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.


<PAGE>


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  the question whether such  indemnification  by 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 14th day of November, 2000.

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: November 14, 2000
---------------------------
Joseph Fiore, Director

/s/ James Mylock                                   Date: November 14, 2000
---------------------------
James Mylock, Director

/s/ Tim Matula                                     Date: November 14, 2000
---------------------------
Tim Matula, Director
[{"type": "S-8", "sequence": "1", "filename": "forms-8_23648.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9142}]
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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                    200,000           $   .20         $40,000           $     11
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 de-registers 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,  1999,  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, 1999.

     (c)  The description of the Common Stock which is contained in registration
          statements  filed  under  the  Securities  Act  of  1933,  as  amended
          ("Securities  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 Steven A.  Sanders  will be passed upon by Beckman,  Millman & Sanders,  LLP.
Members of the firm of Beckman,  Millman & Sanders,  LLP, including Mr. Sanders,
own 15,000 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  Preambles and Resolutions of the Board of Directors dated November 14, 2000

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)

24.1 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  the question whether such  indemnification  by 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 14th day of November, 2000.

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: November 14, 2000
---------------------------
Joseph Fiore, Director

/s/ James Mylock                                   Date: November 14, 2000
---------------------------
James Mylock, Director

/s/ Tim Matula                                     Date: November 14, 2000
---------------------------
Tim Matula, Director