SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      

                                   FORM 8-K

                                CURRENT REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date  of  Report  (date  of  earliest  event  reported):  MARCH  2,  1999



                            MIAMI SUBS CORPORATION
            (Exact name of registrant as specified in its charter)


                FLORIDA                 0-19623          65-0249329
     (State or other jurisdiction     (Commission        (IRS employer
          of  incorporation)         file  number)    identification  no.)



6300  N.W.  31ST  AVENUE,  FORT  LAUDERDALE,  FLORIDA          33309
     (Address  of  principal  executive  offices)          (Zip  code)



Registrant's  telephone  number,  including  area  code:    (954)  973-0000


                              (NOT  APPLICABLE)
        (Former name or former address, if changed since last report)


                              Page 1 of 4 pages
                           Exhibit Index at Page 2

     ITEM  5.          OTHER  EVENTS.

     Miami  Subs  Corporation  (the  "Registrant") reported in a press release
dated  March  4,  1999  that  due  to  the  denial  by  the  Nasdaq  Listing
Qualifications  Panel  (the  "Panel")  of  the Company's request to extend the
period  of  time  to comply with the final condition specified by the Panel to
maintain  its  listing  on  the Nasdaq Small Cap Market, trading in its common
stock on such market ceased as of the close of business on March 2, 1999.  The
Company's common stock commenced trading on the OTC Bulletin Board on March 3,
1999.

     Nasdaq's  notification  followed  the  December  23, 1998 decision of the
Panel  modifying the conditions of a temporary exception to Nasdaq's continued
listing  requirements  granted  the  Registrant  on  November  6,  1998.   The
Registrant  satisfied  all  other  conditions  of  the  Panel  except  for the
condition to hold an annual shareholders' meeting prior to March 1, 1999.  The
Company  sought  to  include  a  proposal relating to the proposed merger with
Nathan's Famous, Inc. in the proxy statement for that meeting, but the parties
to  the merger were unable to complete the required due diligence, SEC filing,
fairness  opinions,  and notice to shareholders relating to the merger in time
to  meet  the  March  1,  1999  deadline.

     The  Company  has appealed the Panel's decision so that, if the merger is
not  consummated,  the Company could then be in a position to formally request
the  reinstatement  of  its  stock  to  its  former  Nasdaq  listing.

     ITEM  7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                     EXHIBITS.

          (c)          Exhibits

          The  following  Exhibits  are  provided  in  accordance  with  the
provisions  of  Item  601  of  Regulation  S-K  and  are filed herewith unless
otherwise  noted.

                                EXHIBIT INDEX

     99.1         Press Release of Miami Subs Corporation dated March 4, 1999.

                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                               MIAMI SUBS CORPORATION


Date:      March  5,  1999                   By: /s/ Jerry W. Woda
                                                   JERRY  W.  WODA
                                                Senior  Vice  President,
                                                Chief  Financial Officer,
                                                and  Principal  Accounting
                                                and Financial Officer

                                    Page 2

                                                                          99.1

March  4,  1999                               Contact:    Donald  L.  Perlyn
For  Immediate  Release                                      Jerry  W.  Woda
                                                              (954) 973-0000


                 MIAMI SUBS CORPORATION COMMON STOCK TO TRADE
                 ON THE OTC BULLETIN BOARD PENDING COMPLETION
                     OF MERGER WITH NATHAN'S FAMOUS, INC.


Fort  Lauderdale,  Florida,  March 4, 1999...Miami Subs Corporation  announced
today  due  to  the  denial  by  the  Nasdaq Listing Qualifications Panel (the
"Panel")  of the Company's request to extend the period of time to comply with
the  final  condition specified by the Panel, that trading in its common stock
was  moved  to  the  OTC  Bulletin  Board.

"The  Company  was  seeking  an  extension  from  a  requirement  to  hold  a
shareholders'  meeting  to  approve the proposed merger with Nathan's prior to
March 1, 1999," stated Donald L. Perlyn, president and chief operating officer
of  Miami  Subs.   "It simply became impossible for both companies to complete
the  required  due  diligence, SEC filing, proxy statement, fairness opinions,
and  notice to shareholders in time to meet the March 1, 1999 deadline.  Since
we  were  in  full compliance with all the other Nasdaq requirements, we fully
expected  to  receive  the  requested  extension,  and  we  are  obviously
disappointed,"  continued  Perlyn.  "Now the Company's common stock will trade
on the OTC Bulletin Board under our existing symbol "SUBS" until the merger is
consummated."

Pending completion of the merger, Perlyn indicated that the Company planned to
appeal the Panel's decision so that, if the merger does not occur, the Company
could then be in a position to formally request the reinstatement of its stock
to  its  former  Nasdaq  listing.

Effective  January 15, 1999, Miami Subs and Nathan's Famous, Inc. entered into
a  definitive  merger  agreement  pursuant  to which Nathan's will acquire the
issued  and  outstanding  shares of common stock of Miami Subs in exchange for
common  stock of Nathan's having a market price of $2.068 per share at closing
but  no  more  than  one share of Nathan's common stock for each two shares of
common  stock  of  Miami  Subs.   Shareholders of Miami Subs will also receive
warrants  to  purchase  Nathan's  common stock which have an exercise price of
$6.00  per  share  at the rate of one warrant for each four shares of Nathan's
common  stock  received  by  Miami  Subs  shareholders.

Miami  Subs  Corporation  currently  operates  and  franchises 192 restaurants
located  in 16 states, Puerto Rico, Peru, the Dominican Republic, and Ecuador.


                                   - more -


                                     Page 3

This  press  release  contains certain forward-looking statements that involve
significant  risks  and  uncertainties.    Such forward-looking statements are
based  on  management's belief as well as assumptions made by, and information
currently available to, management pursuant to the "safe harbor" provisions of
the  Private  Securities  Litigation Reform Act of 1995.  Actual results could
differ  materially  from  those  expressed  or  implied by the forward-looking
statements  contained herein.  The Company undertakes no obligation to release
publicly  the result of any revisions to these forward-looking statements that
may  be made to reflect events or circumstances after the date of this release
or  the  occurrence  of  other  unanticipated  events.

 
                                     ###


                                     Page 4
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7687}]
{"company-data": {"conformed-name": "MIAMI SUBS CORP", "cik": "0000875174", "assigned-sic": "5812", "irs-number": "650249329", "state-of-incorporation": "FL", "fiscal-year-end": "0527"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19623", "film-number": "99559490"}, "business-address": {"street1": "6300 N W 31ST AVE", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "3059730000"}, "mail-address": {"street1": "6300 NW 31ST AVENUE", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      

                                   FORM 8-K

                                CURRENT REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date  of  Report  (date  of  earliest  event  reported):  MARCH  2,  1999

                            MIAMI SUBS CORPORATION
            (Exact name of registrant as specified in its charter)

                FLORIDA                 0-19623          65-0249329
     (State or other jurisdiction     (Commission        (IRS employer
          of  incorporation)         file  number)    identification  no.)

6300  N.W.  31ST  AVENUE,  FORT  LAUDERDALE,  FLORIDA          33309
     (Address  of  principal  executive  offices)          (Zip  code)

Registrant's  telephone  number,  including  area  code:    (954)  973-0000

                              (NOT  APPLICABLE)
        (Former name or former address, if changed since last report)

                              Page 1 of 4 pages
                           Exhibit Index at Page 2

     ITEM  5.          OTHER  EVENTS.

     Miami  Subs  Corporation  (the  "Registrant") reported in a press release
dated  March  4,  1999  that  due  to  the  denial  by  the  Nasdaq  Listing
Qualifications  Panel  (the  "Panel")  of  the Company's request to extend the
period  of  time  to comply with the final condition specified by the Panel to
maintain  its  listing  on  the Nasdaq Small Cap Market, trading in its common
stock on such market ceased as of the close of business on March 2, 1999.  The
Company's common stock commenced trading on the OTC Bulletin Board on March 3,
1999.

     Nasdaq's  notification  followed  the  December  23, 1998 decision of the
Panel  modifying the conditions of a temporary exception to Nasdaq's continued
listing  requirements  granted  the  Registrant  on  November  6,  1998.   The
Registrant  satisfied  all  other  conditions  of  the  Panel  except  for the
condition to hold an annual shareholders' meeting prior to March 1, 1999.  The
Company  sought  to  include  a  proposal relating to the proposed merger with
Nathan's Famous, Inc. in the proxy statement for that meeting, but the parties
to  the merger were unable to complete the required due diligence, SEC filing,
fairness  opinions,  and notice to shareholders relating to the merger in time
to  meet  the  March  1,  1999  deadline.

     The  Company  has appealed the Panel's decision so that, if the merger is
not  consummated,  the Company could then be in a position to formally request
the  reinstatement  of  its  stock  to  its  former  Nasdaq  listing.

     ITEM  7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                     EXHIBITS.

          (c)          Exhibits

          The  following  Exhibits  are  provided  in  accordance  with  the
provisions  of  Item  601  of  Regulation  S-K  and  are filed herewith unless
otherwise  noted.

                                EXHIBIT INDEX

     99.1         Press Release of Miami Subs Corporation dated March 4, 1999.

                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                               MIAMI SUBS CORPORATION

Date:      March  5,  1999                   By: /s/ Jerry W. Woda
                                                   JERRY  W.  WODA
                                                Senior  Vice  President,
                                                Chief  Financial Officer,
                                                and  Principal  Accounting
                                                and Financial Officer

                                    Page 2

                                                                          99.1

March  4,  1999                               Contact:    Donald  L.  Perlyn
For  Immediate  Release                                      Jerry  W.  Woda
                                                              (954) 973-0000

                 MIAMI SUBS CORPORATION COMMON STOCK TO TRADE
                 ON THE OTC BULLETIN BOARD PENDING COMPLETION
                     OF MERGER WITH NATHAN'S FAMOUS, INC.

Fort  Lauderdale,  Florida,  March 4, 1999...Miami Subs Corporation  announced
today  due  to  the  denial  by  the  Nasdaq Listing Qualifications Panel (the
"Panel")  of the Company's request to extend the period of time to comply with
the  final  condition specified by the Panel, that trading in its common stock
was  moved  to  the  OTC  Bulletin  Board.

"The  Company  was  seeking  an  extension  from  a  requirement  to  hold  a
shareholders'  meeting  to  approve the proposed merger with Nathan's prior to
March 1, 1999," stated Donald L. Perlyn, president and chief operating officer
of  Miami  Subs.   "It simply became impossible for both companies to complete
the  required  due  diligence, SEC filing, proxy statement, fairness opinions,
and  notice to shareholders in time to meet the March 1, 1999 deadline.  Since
we  were  in  full compliance with all the other Nasdaq requirements, we fully
expected  to  receive  the  requested  extension,  and  we  are  obviously
disappointed,"  continued  Perlyn.  "Now the Company's common stock will trade
on the OTC Bulletin Board under our existing symbol "SUBS" until the merger is
consummated."

Pending completion of the merger, Perlyn indicated that the Company planned to
appeal the Panel's decision so that, if the merger does not occur, the Company
could then be in a position to formally request the reinstatement of its stock
to  its  former  Nasdaq  listing.

Effective  January 15, 1999, Miami Subs and Nathan's Famous, Inc. entered into
a  definitive  merger  agreement  pursuant  to which Nathan's will acquire the
issued  and  outstanding  shares of common stock of Miami Subs in exchange for
common  stock of Nathan's having a market price of $2.068 per share at closing
but  no  more  than  one share of Nathan's common stock for each two shares of
common  stock  of  Miami  Subs.   Shareholders of Miami Subs will also receive
warrants  to  purchase  Nathan's  common stock which have an exercise price of
$6.00  per  share  at the rate of one warrant for each four shares of Nathan's
common  stock  received  by  Miami  Subs  shareholders.

Miami  Subs  Corporation  currently  operates  and  franchises 192 restaurants
located  in 16 states, Puerto Rico, Peru, the Dominican Republic, and Ecuador.

                                   - more -

                                     Page 3

This  press  release  contains certain forward-looking statements that involve
significant  risks  and  uncertainties.    Such forward-looking statements are
based  on  management's belief as well as assumptions made by, and information
currently available to, management pursuant to the "safe harbor" provisions of
the  Private  Securities  Litigation Reform Act of 1995.  Actual results could
differ  materially  from  those  expressed  or  implied by the forward-looking
statements  contained herein.  The Company undertakes no obligation to release
publicly  the result of any revisions to these forward-looking statements that
may  be made to reflect events or circumstances after the date of this release
or  the  occurrence  of  other  unanticipated  events.

 
                                     ###

                                     Page 4