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  earliest  event  reported:  NOVEMBER  25,  1998





                            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  1.          CHANGES  IN  CONTROL  OF  REGISTRANT.

          On  November  30,  1998,  Miami  Subs Corporation (the "Registrant")
issued  a  press release (the "Press Release") announcing, among other things,
that  Nathan's  Famous,  Inc.  ("Nathan's)  has purchased from Gus Boulis, the
Registrant's  then  chairman  and  chief  executive officer, approximately 8.1
million shares of common stock of the Registrant (comprising approximately 30%
thereof)  for  a purchase price of $4.2 million.  A copy of such Press Release
is  attached  hereto as Exhibit 99.1, and is incorporated herein by reference.

     ITEM  5.          OTHER  EVENTS.

          The  Registrant  also  announced  in  the  Press  Release  that  the
companies  have  entered  into  a  letter of intent pursuant to which Nathan's
intends to acquire through a merger the remaining outstanding shares of common
stock of the Registrant in exchange for common stock and warrants of Nathan's.
 The  Press  Release,  a  copy of which is attached hereto as Exhibit 99.1, is
incorporated  herein  by  reference.

     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 November 30,
1998.

                                  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:      December  4,  1998               By:   /s/    Jerry W. Woda
                                                    JERRY  W.  WODA
                                                Senior  Vice  President,
                                                 Chief  Financial Officer,
                                                  and  Principal  Accounting
                                                   and Financial Officer



                              Page 2 of 4 Pages

                                                             EXHIBIT 99.1

November  30,  1998                            Contact:    Donald  L. Perlyn
For  Immediate  Release                                    Jerry  W. Woda
                                                           (954) 973-0000


              NATHAN'S FAMOUS, INC. ACQUIRES 30 PERCENT INTEREST
                                IN MIAMI SUBS
                                      

               LETTER OF INTENT SIGNED FOR NATHAN'S TO ACQUIRE
                              BALANCE OF COMPANY

Fort  Lauderdale,  Florida,  November  30,  1998...Miami  Subs  Corporation
(NASDAQ:SUBSC)  today  announced  that Nathan's Famous, Inc. (NASDAQ:NATH) has
acquired  a  30  percent  equity interest in Miami Subs and that the companies
have  entered  into a letter of intent pursuant to which Nathan's has proposed
to  acquire  all  of the remaining outstanding shares of common stock of Miami
Subs  for  shares  of  Nathan's  common  stock.

The  letter  of  intent  provides  for  Nathan's  to  acquire  the  remaining
outstanding  shares  of  Miami  Subs  in exchange for common stock of Nathan's
having  a  market  price  of $ .517 per share at closing, but no more than one
share  of Nathan's common stock for each eight shares of common stock of Miami
Subs,  together  with 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  stockholders.

The proposed merger between the parties will be subject to certain conditions,
including  negotiation  and execution of a final merger agreement and approval
by  the  stockholders  of  Nathan's  and  Miami  Subs.

Through  a  direct purchase totaling $4.2 million ($ .517 per share), Nathan's
acquired  all  of the approximate 8.1 million shares of Miami Subs stock which
were  beneficially  owned  by Mr. Gus Boulis, the Company's chairman and chief
executive  officer.  Effective with the purchase, Mr. Boulis has resigned as a
director  and  officer  of  Miami  Subs.

Filling  vacant  seats  on  the  Miami  Subs  board  will be Howard M. Lorber,
chairman and chief executive officer of Nathan's, Wayne Norbitz, president and
chief operating officer of Nathan's, and Robert Eide, a director of Nathan's. 
They have joined Miami Subs current directors: Donald L. Perlyn, president and
chief operating officer of Miami Subs, Bruce Galloway, Peter Nasca, and Joseph
Zappala.



                              Page 3 of 4 Pages



"We're  excited  about  joining  the Nathan's organization in this significant
way,"  said  Donald L. Perlyn, president of Miami Subs.  "We believe there are
tremendous  opportunities  for Nathan's and Miami Subs to jointly leverage our
strong  brands  and  to  develop  an  expansion  model  which will enhance our
combined  profitability  and growth.  Separately, Miami Subs and Nathan's have
been pursuing parallel development programs into lucrative non-traditional and
small  venues.   Together, we will be able to offer a co-branded package which
will  provide  access  to  a broader customer base and offer customers an even
more  appealing  and  extensive  menu,"  concluded  Perlyn.

Wayne  Norbitz,  the  president of Nathan's stated, "We are enthusiastic about
our  potential  acquisition  of  Miami  Subs,  which  we  believe represents a
significant  step  towards  realizing  Nathan's growth strategy.  The combined
entity  would  double  the  revenue  base  of  Nathan's  and is expected to be
accretive  to  earnings.  We shall seek to exploit opportunities to market and
develop  each  company's  concept  separately,  as well as in concert, through
co-branding  opportunities.    We  will also seek to make margin improvements,
leverage  and  enhance  management  and  effectuate  cost  efficiencies."

The  Nathan's  Famous retail system is currently comprised of 26 Company-owned
units,  166  franchised or licensed units, and over 400 branded product points
of  distribution,  located in twenty-nine states, the District of Columbia and
two  foreign  countries,  featuring  Nathan's  would famous all-beef hot dogs.

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

Forward-looking  statements  in  this  release  are made pursuant to the "safe
harbor"  provisions  of the Private Securities Litigation Reform Act of 1995. 
Investors are cautioned that actual results may differ substantially from such
forward-looking  statements.    Forward-looking  statements  involve risks and
uncertainties,  including,  but  not  limited  to, continued acceptance of the
Company's  products  in the marketplace, competitive factors, new products and
other  risks  detailed  from  time  to  time  in the Company's periodic report
filings  with  the  Securities  and  Exchange  Commission.















                              Page 4 of 4 Pages
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 8508}]
{"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": "98764129"}, "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  earliest  event  reported:  NOVEMBER  25,  1998

                            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  1.          CHANGES  IN  CONTROL  OF  REGISTRANT.

          On  November  30,  1998,  Miami  Subs Corporation (the "Registrant")
issued  a  press release (the "Press Release") announcing, among other things,
that  Nathan's  Famous,  Inc.  ("Nathan's)  has purchased from Gus Boulis, the
Registrant's  then  chairman  and  chief  executive officer, approximately 8.1
million shares of common stock of the Registrant (comprising approximately 30%
thereof)  for  a purchase price of $4.2 million.  A copy of such Press Release
is  attached  hereto as Exhibit 99.1, and is incorporated herein by reference.

     ITEM  5.          OTHER  EVENTS.

          The  Registrant  also  announced  in  the  Press  Release  that  the
companies  have  entered  into  a  letter of intent pursuant to which Nathan's
intends to acquire through a merger the remaining outstanding shares of common
stock of the Registrant in exchange for common stock and warrants of Nathan's.
 The  Press  Release,  a  copy of which is attached hereto as Exhibit 99.1, is
incorporated  herein  by  reference.

     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 November 30,
1998.

                                  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:      December  4,  1998               By:   /s/    Jerry W. Woda
                                                    JERRY  W.  WODA
                                                Senior  Vice  President,
                                                 Chief  Financial Officer,
                                                  and  Principal  Accounting
                                                   and Financial Officer

                              Page 2 of 4 Pages

                                                             EXHIBIT 99.1

November  30,  1998                            Contact:    Donald  L. Perlyn
For  Immediate  Release                                    Jerry  W. Woda
                                                           (954) 973-0000

              NATHAN'S FAMOUS, INC. ACQUIRES 30 PERCENT INTEREST
                                IN MIAMI SUBS
                                      

               LETTER OF INTENT SIGNED FOR NATHAN'S TO ACQUIRE
                              BALANCE OF COMPANY

Fort  Lauderdale,  Florida,  November  30,  1998...Miami  Subs  Corporation
(NASDAQ:SUBSC)  today  announced  that Nathan's Famous, Inc. (NASDAQ:NATH) has
acquired  a  30  percent  equity interest in Miami Subs and that the companies
have  entered  into a letter of intent pursuant to which Nathan's has proposed
to  acquire  all  of the remaining outstanding shares of common stock of Miami
Subs  for  shares  of  Nathan's  common  stock.

The  letter  of  intent  provides  for  Nathan's  to  acquire  the  remaining
outstanding  shares  of  Miami  Subs  in exchange for common stock of Nathan's
having  a  market  price  of $ .517 per share at closing, but no more than one
share  of Nathan's common stock for each eight shares of common stock of Miami
Subs,  together  with 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  stockholders.

The proposed merger between the parties will be subject to certain conditions,
including  negotiation  and execution of a final merger agreement and approval
by  the  stockholders  of  Nathan's  and  Miami  Subs.

Through  a  direct purchase totaling $4.2 million ($ .517 per share), Nathan's
acquired  all  of the approximate 8.1 million shares of Miami Subs stock which
were  beneficially  owned  by Mr. Gus Boulis, the Company's chairman and chief
executive  officer.  Effective with the purchase, Mr. Boulis has resigned as a
director  and  officer  of  Miami  Subs.

Filling  vacant  seats  on  the  Miami  Subs  board  will be Howard M. Lorber,
chairman and chief executive officer of Nathan's, Wayne Norbitz, president and
chief operating officer of Nathan's, and Robert Eide, a director of Nathan's. 
They have joined Miami Subs current directors: Donald L. Perlyn, president and
chief operating officer of Miami Subs, Bruce Galloway, Peter Nasca, and Joseph
Zappala.

                              Page 3 of 4 Pages

"We're  excited  about  joining  the Nathan's organization in this significant
way,"  said  Donald L. Perlyn, president of Miami Subs.  "We believe there are
tremendous  opportunities  for Nathan's and Miami Subs to jointly leverage our
strong  brands  and  to  develop  an  expansion  model  which will enhance our
combined  profitability  and growth.  Separately, Miami Subs and Nathan's have
been pursuing parallel development programs into lucrative non-traditional and
small  venues.   Together, we will be able to offer a co-branded package which
will  provide  access  to  a broader customer base and offer customers an even
more  appealing  and  extensive  menu,"  concluded  Perlyn.

Wayne  Norbitz,  the  president of Nathan's stated, "We are enthusiastic about
our  potential  acquisition  of  Miami  Subs,  which  we  believe represents a
significant  step  towards  realizing  Nathan's growth strategy.  The combined
entity  would  double  the  revenue  base  of  Nathan's  and is expected to be
accretive  to  earnings.  We shall seek to exploit opportunities to market and
develop  each  company's  concept  separately,  as well as in concert, through
co-branding  opportunities.    We  will also seek to make margin improvements,
leverage  and  enhance  management  and  effectuate  cost  efficiencies."

The  Nathan's  Famous retail system is currently comprised of 26 Company-owned
units,  166  franchised or licensed units, and over 400 branded product points
of  distribution,  located in twenty-nine states, the District of Columbia and
two  foreign  countries,  featuring  Nathan's  would famous all-beef hot dogs.

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

Forward-looking  statements  in  this  release  are made pursuant to the "safe
harbor"  provisions  of the Private Securities Litigation Reform Act of 1995. 
Investors are cautioned that actual results may differ substantially from such
forward-looking  statements.    Forward-looking  statements  involve risks and
uncertainties,  including,  but  not  limited  to, continued acceptance of the
Company's  products  in the marketplace, competitive factors, new products and
other  risks  detailed  from  time  to  time  in the Company's periodic report
filings  with  the  Securities  and  Exchange  Commission.

                              Page 4 of 4 Pages