<PAGE>




<TABLE>
<S>                                                                               <C>
To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission on March 31, 1996          Registration No. 333-
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------
                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.
             (Exact name of Registrant as specified in its charter)






           New York                                      13-3832215
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

        533 W. 47th Street                                  10036
        New York, New York                                (Zip Code)
(Address of Principal Executive Offices)
            --------------------------------------------------------
                    BAER MARKS & UPHAM LLP SERVICES AGREEMENT
                            (Full title of the Plan)
            --------------------------------------------------------

                         RICKEL & CO. SERVICES AGREEMENT
                            (Full title of the Plan)
            --------------------------------------------------------
                     Stephen Fass, Executive Vice President
                               533 W. 47th Street
                            New York, New York 10036
                     (Name and address of agent for service)

                                 (212) 586-7600
          (Telephone number, including area code, of agent for service)

                      Copies to: Samuel F. Ottensoser, Esq.
                             Baer Marks & Upham LLP
                                805 Third Avenue
                            New York, New York 10022
                                 (212) 702-5700

          If any of the  Securities  being  registered  on this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than securities  being offered only in connection
with Dividend or Interest Reinvestment Plans, check the following line:  X
                                                                        --


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               PROPOSED
TITLE OF                                       MAXIMUM          PROPOSED MAXIMUM
SECURITIES                AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED           REGISTERED          PER SHARE(3)            PRICE         REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                <C>                 <C>
Common Stock, par
value $0.001 per share    17,000 shares(1)       $2.50              $42,500               $12.88
-----------------------------------------------------------------------------------------------------
Common Stock, par
value $0.001 per share    17,000 shares(2)       $2.50              $42,500               $12.88
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)       Represents  17,000  shares  to be  issued  to Baer  Marks & Upham  LLP
          pursuant to the Baer Marks & Upham LLP Services Agreement.
(2)       Represents  17,000  to be  issuable  to Rickel & Co.  pursuant  to the
          Rickel & Co. Services Agreement.
(3)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457(h)(1) on the basis of the average of the high and
          low prices as of March 28, 1997.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------






<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by William Greenberg Jr. Desserts and Cafes,
Inc. (the "Company") with the Securities and Exchange Commission on the date
indicated on the cover page hereof, the following shall constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933:

ITEM 1. PLAN INFORMATION.

         (a)       General Plan Information

                   (1) William Greenberg Jr. Desserts and Cafes, Inc. (the
                   "Registrant" and sometimes referred to herein as the
                   "Company") and Baer Marks & Upham LLP have entered into the
                   Baer Marks & Upham LLP Services Agreement (the "BMU Plan").
                   The nature and purposes of the Plan is to compensate Baer
                   Marks & Upham LLP for advice rendered to the registrant.

                   (2) The Company and Rickel & Co. (Beer Marks & Upham and
                   Rickel & Co. are collectively referred to as the
                   "Participants"), have entered into the Rickel & Co. Services
                   Agreement (the "Rickel Plan" and collectively with the BMU
                   Plan, the "Plans"). The nature and purpose of the Rickel Plan
                   is to compensate Rickel & Co. for investment banking
                   services.

                   (3) The Plans are not subject to any provisions of the
                   Employee Retirement Income Security Act of 1974.

                   (4) The name, address and telephone number of the Registrant
                   are as set forth on the facing page of this Registration
                   Statement. Additional information about the Plan may be
                   obtained from the Registrant by the participant.

         (b)       Securities to be Offered

                   (1) Shares of Common Stock.

                   (2) The common stock of the Registrant is registered under
                   Section 12 of the Exchange Act.

         (c)       Employees Who May Participate in the Plan

                                       -2-


<PAGE>

                   Baer Marks & Upham LLP, a consultant or advisor (an
                   "employee" defined by General Instruction A.l(a) of Form S-8)
                   to the Registrant is the only eligible participant (the
                   "Participant") in the Plan.

                   Rickel & Co., a consultant or advisor (an "employee" defined
                   by General Instruction A.1(a) OF FORM S-8) to The Registrant
                   is the only eligible participant in the Rickel Plan.

         (d)       Purchase of Securities Pursuant to the Plan and Payment for
                   Securities Offered.

                   (1)&(2) The Participant under the Plan will be issued shares
                   of Common Stock for advisory services rendered.

                   (3) Contributions by the Participant are not applicable.

                   (4) No contribution by the Registrant other than the issuance
                   of shares is applicable.

                   (5) Reports to the Participant as to the amount and
                   status of its account under the Plan will not be
                   made.

                   (6) The shares issuable pursuant to the Plan will
                   be newly issued shares of the Registrant.

         (e)       There are no resale restrictions on the securities offered.

         (f)       The Plans are not qualified under Section 401(a) of the
                   Internal Revenue Code and the Participant will recognize
                   ordinary income at the time of the issuance of their
                   respective shares measured by the fair market value of the
                   Registrant's common stock which is acquired by the
                   participants. Additionally, the Participant's will have
                   income in the form of capital gains if their respective
                   shares are sold at a price in excess of the exercise price.

         (g)       Investment of Funds
                   Not Applicable

         (h)       Withdrawal from the Plans; Assignment of Interest

                   (1) The Participants may withdraw from the Plans at any time
                   upon written notice to the Registrant.

                   (2) The Participants' interests in the Plans may not be
                   assigned.

                                        3





<PAGE>


         (i)       Forfeitures and Penalties

                   There are no provisions for forfeiture or penalties under the
Plans except that termination of the Plans terminates the ability to receive
shares thereunder.

         (j)       Charges and Deductions and Liens Therefor

                   There are no charges and deductions that may be made against
the Participant's interest in the Plan.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

          Registrant shall provide to the Participants, without charge, upon
written or oral requests, the documents incorporated herein by reference in Item
3 of Part II of this Registration Statement. The Registrant also shall provide
to the Participants, without charge, upon written or oral request, all other
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at 533 W. 47th
Street, New York, New York 10036, telephone number 212-586-7600.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed by William Greenberg
Jr. Desserts and Cafes, Inc., a New York corporation (the "Registrant"), with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference:

          (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995.

          (b) The Registrant's Quarterly Reports on Form 10-QSB for each of the
three month periods ended, respectively, March 31, 1996, June 30, 1996 and
September 30, 1996.

          (c) The description of the Registrant's Common Stock, par value $0.001
per share, which is contained in the Company's Registration Statement on Form
8-A filed on September 28, 1995 under Section 12 of the Securities Exchange Act
of 1934, as amended, including any amendment or report filed for the purpose of
updating such description.

          In addition, all documents filed subsequent to the date of this
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange

                                      -1-






<PAGE>


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 and to be a part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

          The securities offered hereby are registered under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Baer Marks & Upham LLP, counsel to the Registrant, whose opinion is
attached as Exhibit 5.1 hereto is the Participant in the Plan and may receive up
to 17,000 shares thereunder.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The New York Business Corporation Law ("NYBCL"), in general, allows
corporations to indemnify their officers and directors against any judgment,
fine, settlement or reasonable expenses incurred in any non-derivative civil or
criminal action, or against any settlement or reasonable expenses in any
derivative civil action, if the officer or director acted in good faith and for
a purpose that person reasonably believed to be in, or not opposed to, the best
interests of the corporation. In the case of a criminal action, the officer or
director must have had no reasonable cause to believe that that person's conduct
was unlawful. Partial indemnification is allowed in cases where the officer or
director was partially successful in defeating the claim. The NYBCL establishes
procedures for determining whether the standard of conduct has been met in the
particular case, for timely notification of shareholders, for prepayment of
expenses and for payment pursuant to a court order or as authorized by
disinterested directors or the shareholders. The NYBCL also provides that it is
not exclusive of any other rights to which an officer or director may be
entitled under the certificate of incorporation or by-laws or pursuant to an
agreement, resolution of shareholders or resolution of directors which are
authorized by the certificate of incorporation or by-laws; provided that no
indemnification may be made if a judgment or other final adjudication adverse to
the officer or director establishes that that person's acts were committed in
bad faith or were the result of active and deliberate dishonesty and

                                      II-2






<PAGE>


were material to the cause of action so adjudicated, or that that person
personally gained in fact a financial profit or other advantage to which that
person was not legally entitled.

          The Registrant's Restated Certificate of Incorporation and Amended and
Restated By-Laws provide that the Registrant shall indemnify its officers and
directors to the fullest extent permitted by New York law.

          The Registrant has entered into indemnification agreements with each
of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by the NYBCL and the Registrant's
Restated Certificate of Incorporation, subject to certain exceptions, as well as
certain additional procedural protections. In addition, the indemnification
agreements provide generally that the Registrant will advance expenses incurred
by directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.

          The Registrant maintains directors and officers liability and company
reimbursement insurance which, among other things (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity as
such, and (ii) provides for payment on behalf of the Registrant against such
loss but only when the Registrant shall be required or permitted to indemnify
directors or officers for such loss pursuant to statutory or common law or
pursuant to duly effective certificate of incorporation or by-law provisions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number
------


5.1       Opinion of Baer Marks & Upham LLP.

23.1      Consent of Weinick, Sanders & Co. LLP.

23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

24.1      Power of Attorney (included on signature page of this Registration
          Statement).

                                      II-3






<PAGE>




ITEM 9. UNDERTAKINGS.

                The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:

                    (iii) 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) That, for the purpose of determining any liability under the
  Securities Act of 1933, 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) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering;

                (4) That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the Registrant's annual report pursuant
  to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
  is incorporated by reference in this registration statement 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;

                (5) To deliver or cause to be delivered with the prospectus, to
  each person to whom the prospectus is sent or given, the latest annual report
  to security holders that is incorporated by reference in the prospectus and
  furnish pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
  under the Securities Exchange Act of 1934; and where interim financial
  information required to be presented by Article 3 of Regulation SX are not set
  forth in the prospectus, to deliver or cause to be delivered to each person to
  whom the prospectus is sent or given, the latest quarterly report that is
  specifically incorporated by reference in the prospectus to provide such
  interim financial information; and

                (6) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the 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 the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.

                                      II-4





<PAGE>




                                   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 on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  hereunto duly authorized, in the City of New York, State of New York, on the
  28th day of March, 1997.

                                WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.


                                By: /s/ PHILIP GRABOW
                                  ----------------------------------------------
                                    Philip Grabow
                                    President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip Grabow his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.


<TABLE>
<CAPTION>

Signature                  Title                                           Date
----------                 -----                                           -----

<S>                         <C>                                             <C>
/s/ Philip Grabow          President and Chief Executive Officer,          March 28, 1997
---------------------      Director (Principal Executive Officer)
Philip Grabow

/s/ Stephen Fass           Executive Vice President, Chief Operating       March 28, 1997
---------------------      Officer and Director
Stephen Fass

/s/ Maria Marfuggi         Chairman of the Board, Executive Vice           March 28, 1997
---------------------      President and Secretary (Principal
Maria Marfuggi             Financial Officer)
</TABLE>

                                      II-5





<PAGE>


                         FORM S-8 REGISTRATION STATEMENT

                                     ITEM 8

                                    EXHIBITS

                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.







<PAGE>




                                  EXHIBIT INDEX

Exhibit
Number
-------


5.1       Opinion of Baer Marks & Upham LLP.

23.1      Consent of Weinick, Sanders & Co. LLP.

23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

24.1      Power of Attorney (included on signature page of this Registration
          Statement).
[{"type": "S-8", "sequence": "1", "description": "WILLIAM GREENBERG S-8", "secsgml_size_bytes": 23416}]
{"company-data": {"conformed-name": "WILLIAM GREENBERG JR DESSERTS & CAFES INC", "cik": "0000949721", "assigned-sic": "2050", "irs-number": "133832215", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24255", "film-number": "97571344"}, "business-address": {"street1": "533 WEST 47TH ST", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2125862826"}}
To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission on March 31, 1996          Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------
                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.
             (Exact name of Registrant as specified in its charter)

           New York                                      13-3832215
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

        533 W. 47th Street                                  10036
        New York, New York                                (Zip Code)
(Address of Principal Executive Offices)
            --------------------------------------------------------
                    BAER MARKS & UPHAM LLP SERVICES AGREEMENT
                            (Full title of the Plan)
            --------------------------------------------------------

                         RICKEL & CO. SERVICES AGREEMENT
                            (Full title of the Plan)
            --------------------------------------------------------
                     Stephen Fass, Executive Vice President
                               533 W. 47th Street
                            New York, New York 10036
                     (Name and address of agent for service)

                                 (212) 586-7600
          (Telephone number, including area code, of agent for service)

                      Copies to: Samuel F. Ottensoser, Esq.
                             Baer Marks & Upham LLP
                                805 Third Avenue
                            New York, New York 10022
                                 (212) 702-5700

          If any of the  Securities  being  registered  on this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than securities  being offered only in connection
with Dividend or Interest Reinvestment Plans, check the following line:  X
                                                                        --

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPOSED
TITLE OF                                       MAXIMUM          PROPOSED MAXIMUM
SECURITIES                AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED           REGISTERED          PER SHARE(3)            PRICE         REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
Common Stock, par
value $0.001 per share    17,000 shares(1)       $2.50              $42,500               $12.88
-----------------------------------------------------------------------------------------------------
Common Stock, par
value $0.001 per share    17,000 shares(2)       $2.50              $42,500               $12.88
-----------------------------------------------------------------------------------------------------
(1)       Represents  17,000  shares  to be  issued  to Baer  Marks & Upham  LLP
          pursuant to the Baer Marks & Upham LLP Services Agreement.
(2)       Represents  17,000  to be  issuable  to Rickel & Co.  pursuant  to the
          Rickel & Co. Services Agreement.
(3)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457(h)(1) on the basis of the average of the high and
          low prices as of March 28, 1997.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by William Greenberg Jr. Desserts and Cafes,
Inc. (the "Company") with the Securities and Exchange Commission on the date
indicated on the cover page hereof, the following shall constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933:

ITEM 1. PLAN INFORMATION.

         (a)       General Plan Information

                   (1) William Greenberg Jr. Desserts and Cafes, Inc. (the
                   "Registrant" and sometimes referred to herein as the
                   "Company") and Baer Marks & Upham LLP have entered into the
                   Baer Marks & Upham LLP Services Agreement (the "BMU Plan").
                   The nature and purposes of the Plan is to compensate Baer
                   Marks & Upham LLP for advice rendered to the registrant.

                   (2) The Company and Rickel & Co. (Beer Marks & Upham and
                   Rickel & Co. are collectively referred to as the
                   "Participants"), have entered into the Rickel & Co. Services
                   Agreement (the "Rickel Plan" and collectively with the BMU
                   Plan, the "Plans"). The nature and purpose of the Rickel Plan
                   is to compensate Rickel & Co. for investment banking
                   services.

                   (3) The Plans are not subject to any provisions of the
                   Employee Retirement Income Security Act of 1974.

                   (4) The name, address and telephone number of the Registrant
                   are as set forth on the facing page of this Registration
                   Statement. Additional information about the Plan may be
                   obtained from the Registrant by the participant.

         (b)       Securities to be Offered

                   (1) Shares of Common Stock.

                   (2) The common stock of the Registrant is registered under
                   Section 12 of the Exchange Act.

         (c)       Employees Who May Participate in the Plan

                                       -2-
Baer Marks & Upham LLP, a consultant or advisor (an
                   "employee" defined by General Instruction A.l(a) of Form S-8)
                   to the Registrant is the only eligible participant (the
                   "Participant") in the Plan.

                   Rickel & Co., a consultant or advisor (an "employee" defined
                   by General Instruction A.1(a) OF FORM S-8) to The Registrant
                   is the only eligible participant in the Rickel Plan.

         (d)       Purchase of Securities Pursuant to the Plan and Payment for
                   Securities Offered.

                   (1)&(2) The Participant under the Plan will be issued shares
                   of Common Stock for advisory services rendered.

                   (3) Contributions by the Participant are not applicable.

                   (4) No contribution by the Registrant other than the issuance
                   of shares is applicable.

                   (5) Reports to the Participant as to the amount and
                   status of its account under the Plan will not be
                   made.

                   (6) The shares issuable pursuant to the Plan will
                   be newly issued shares of the Registrant.

         (e)       There are no resale restrictions on the securities offered.

         (f)       The Plans are not qualified under Section 401(a) of the
                   Internal Revenue Code and the Participant will recognize
                   ordinary income at the time of the issuance of their
                   respective shares measured by the fair market value of the
                   Registrant's common stock which is acquired by the
                   participants. Additionally, the Participant's will have
                   income in the form of capital gains if their respective
                   shares are sold at a price in excess of the exercise price.

         (g)       Investment of Funds
                   Not Applicable

         (h)       Withdrawal from the Plans; Assignment of Interest

                   (1) The Participants may withdraw from the Plans at any time
                   upon written notice to the Registrant.

                   (2) The Participants' interests in the Plans may not be
                   assigned.

                                        3
(i)       Forfeitures and Penalties

                   There are no provisions for forfeiture or penalties under the
Plans except that termination of the Plans terminates the ability to receive
shares thereunder.

         (j)       Charges and Deductions and Liens Therefor

                   There are no charges and deductions that may be made against
the Participant's interest in the Plan.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

          Registrant shall provide to the Participants, without charge, upon
written or oral requests, the documents incorporated herein by reference in Item
3 of Part II of this Registration Statement. The Registrant also shall provide
to the Participants, without charge, upon written or oral request, all other
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at 533 W. 47th
Street, New York, New York 10036, telephone number 212-586-7600.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed by William Greenberg
Jr. Desserts and Cafes, Inc., a New York corporation (the "Registrant"), with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference:

          (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995.

          (b) The Registrant's Quarterly Reports on Form 10-QSB for each of the
three month periods ended, respectively, March 31, 1996, June 30, 1996 and
September 30, 1996.

          (c) The description of the Registrant's Common Stock, par value $0.001
per share, which is contained in the Company's Registration Statement on Form
8-A filed on September 28, 1995 under Section 12 of the Securities Exchange Act
of 1934, as amended, including any amendment or report filed for the purpose of
updating such description.

          In addition, all documents filed subsequent to the date of this
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange

                                      -1-
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 and to be a part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

          The securities offered hereby are registered under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Baer Marks & Upham LLP, counsel to the Registrant, whose opinion is
attached as Exhibit 5.1 hereto is the Participant in the Plan and may receive up
to 17,000 shares thereunder.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The New York Business Corporation Law ("NYBCL"), in general, allows
corporations to indemnify their officers and directors against any judgment,
fine, settlement or reasonable expenses incurred in any non-derivative civil or
criminal action, or against any settlement or reasonable expenses in any
derivative civil action, if the officer or director acted in good faith and for
a purpose that person reasonably believed to be in, or not opposed to, the best
interests of the corporation. In the case of a criminal action, the officer or
director must have had no reasonable cause to believe that that person's conduct
was unlawful. Partial indemnification is allowed in cases where the officer or
director was partially successful in defeating the claim. The NYBCL establishes
procedures for determining whether the standard of conduct has been met in the
particular case, for timely notification of shareholders, for prepayment of
expenses and for payment pursuant to a court order or as authorized by
disinterested directors or the shareholders. The NYBCL also provides that it is
not exclusive of any other rights to which an officer or director may be
entitled under the certificate of incorporation or by-laws or pursuant to an
agreement, resolution of shareholders or resolution of directors which are
authorized by the certificate of incorporation or by-laws; provided that no
indemnification may be made if a judgment or other final adjudication adverse to
the officer or director establishes that that person's acts were committed in
bad faith or were the result of active and deliberate dishonesty and

                                      II-2
were material to the cause of action so adjudicated, or that that person
personally gained in fact a financial profit or other advantage to which that
person was not legally entitled.

          The Registrant's Restated Certificate of Incorporation and Amended and
Restated By-Laws provide that the Registrant shall indemnify its officers and
directors to the fullest extent permitted by New York law.

          The Registrant has entered into indemnification agreements with each
of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by the NYBCL and the Registrant's
Restated Certificate of Incorporation, subject to certain exceptions, as well as
certain additional procedural protections. In addition, the indemnification
agreements provide generally that the Registrant will advance expenses incurred
by directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.

          The Registrant maintains directors and officers liability and company
reimbursement insurance which, among other things (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity as
such, and (ii) provides for payment on behalf of the Registrant against such
loss but only when the Registrant shall be required or permitted to indemnify
directors or officers for such loss pursuant to statutory or common law or
pursuant to duly effective certificate of incorporation or by-law provisions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number
------

5.1       Opinion of Baer Marks & Upham LLP.

23.1      Consent of Weinick, Sanders & Co. LLP.

23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

24.1      Power of Attorney (included on signature page of this Registration
          Statement).

                                      II-3
ITEM 9. UNDERTAKINGS.

                The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:

                    (iii) 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) That, for the purpose of determining any liability under the
  Securities Act of 1933, 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) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering;

                (4) That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the Registrant's annual report pursuant
  to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
  is incorporated by reference in this registration statement 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;

                (5) To deliver or cause to be delivered with the prospectus, to
  each person to whom the prospectus is sent or given, the latest annual report
  to security holders that is incorporated by reference in the prospectus and
  furnish pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
  under the Securities Exchange Act of 1934; and where interim financial
  information required to be presented by Article 3 of Regulation SX are not set
  forth in the prospectus, to deliver or cause to be delivered to each person to
  whom the prospectus is sent or given, the latest quarterly report that is
  specifically incorporated by reference in the prospectus to provide such
  interim financial information; and

                (6) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the 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 the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.

                                      II-4
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 on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  hereunto duly authorized, in the City of New York, State of New York, on the
  28th day of March, 1997.

                                WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.

                                By: /s/ PHILIP GRABOW
                                  ----------------------------------------------
                                    Philip Grabow
                                    President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip Grabow his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
Signature                  Title                                           Date
----------                 -----                                           -----
/s/ Philip Grabow          President and Chief Executive Officer,          March 28, 1997
---------------------      Director (Principal Executive Officer)
Philip Grabow

/s/ Stephen Fass           Executive Vice President, Chief Operating       March 28, 1997
---------------------      Officer and Director
Stephen Fass

/s/ Maria Marfuggi         Chairman of the Board, Executive Vice           March 28, 1997
---------------------      President and Secretary (Principal
Maria Marfuggi             Financial Officer)
II-5
FORM S-8 REGISTRATION STATEMENT

                                     ITEM 8

                                    EXHIBITS

                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.
EXHIBIT INDEX

Exhibit
Number
-------

5.1       Opinion of Baer Marks & Upham LLP.

23.1      Consent of Weinick, Sanders & Co. LLP.

23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

24.1      Power of Attorney (included on signature page of this Registration
          Statement).