<PAGE>
 
<PAGE>



    As filed with the Securities and Exchange Commission on April 17, 1997.

                                                     Registration No. 33-_______

--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ARK RESTAURANTS CORP.
             (Exact name of registrant as specified in its charter)


            NEW YORK                                   13-3156768
   (State or other jurisdiction of       (I.R.S. employer identification number)
   incorporation or organization)



                                 85 FIFTH AVENUE
                            NEW YORK, NEW YORK 10003
               (Address of principal executive offices) (Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                              SHACK & SIEGEL, P.C.
                                530 FIFTH AVENUE
                            NEW YORK, NEW YORK 10036
                           ATTN: PAUL S. GOODMAN, ESQ.
                     (Name and address of agent for service)
                                 (212) 782-0700
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
     Title of securities       Amount to be        Proposed maximum            Proposed maximum       Amount of Registration Fee
      to be registered          registered    offering price per share*   aggregate offering price
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>                            <C>                          <C>
        Common Stock,           270,000                   $9.25                  $2,497,500                      $757
  par value $.01 per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


         *Estimated  solely for the purpose of calculating the  registration fee
         pursuant  to Rule  457(c) and 457(h) on the basis of the average of the
         high  price of  $9.50 and low  price of  $9.00  reported  on the NASDAQ
         National  Market  System for the Registrant's Common Stock on April 11,
         1997.

         If any of the securities being registered  pursuant to this form are to
         be offered on a delayed or continuous  basis pursuant to Rule 415 under
         the Securities Act of 1933, as amended, check the following box.

                                                                             [X]

--------------------------------------------------------------------------------


<PAGE>
 
<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information  specified by this Part I will
be sent or  given  to  eligible  participants  as  specified  by Rule  428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and are not  being  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
September  28,  1996,  the  Registrant's  Quarterly  Report on Form 10-Q for the
fiscal quarter ended December 28, 1996 and the  description of the  Registrant's
Common  Stock,  par  value  $.01  per  share,  set  forth  in  the  Registrant's
Registration  Statement  No.  33-00964 on Form S-18 are  incorporated  herein by
reference and are deemed to be part hereof.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the filing of a post-effective  amendment indicating that all shares of
Common Stock, par value $.01 per share (the "Shares"), offered by the Registrant
for purchase  pursuant to options  which may be granted  under the  Registrant's
1996 Stock  Option  Plan have been sold or  deregistering  all such  Shares then
remaining   unsold,   are  deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Shack & Siegel,  P.C., 530 Fifth Avenue,  New York, New York 10036,  is
counsel to the  Registrant  and has passed  upon the  legality  of the Shares to
which this Registration Statement relates. Donald D. Shack, a member of the firm
Shack & Siegel, P.C., is a director of the Registrant.


                                        2


<PAGE>
 
<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (A) The Registrant's  authority to indemnify its officers and directors
is  governed by the  provisions  of  Sections  721  through 726 of the  Business
Corporation  Law of the State of New York (the  "BCL"),  by the  Certificate  of
Incorporation of the Registrant, and by the Registrant's By-laws.

         (B) The  Certificate of  Incorporation  of the  Registrant  provides as
follows:

                  The personal  liability of the directors of the Corporation to
                  the Corporation or its shareholders for damages for any breach
                  of duty as a  director  is hereby  eliminated  to the  fullest
                  extent permitted by the Business  Corporation Law of the State
                  of New York as the same may be amended and  supplemented.  The
                  Corporation  shall, to the fullest extent permitted by the New
                  York Business  Corporation Law, as the same may be amended and
                  supplemented, indemnify any and all persons whom it shall have
                  power to indemnify under said law from and against any and all
                  of the expenses,  liabilities or other matters  referred to in
                  or covered by said law, and the  indemnification  provided for
                  herein  shall not be deemed  exclusive  of any other rights to
                  which  any  indemnified  person  may  be  entitled  under  any
                  by-laws,  agreement,  vote of  shareholders  or  directors  or
                  otherwise,  both as to action in his official  capacity and as
                  to action in another  capacity while holding such office,  and
                  shall continue as to a person who has ceased to be a director,
                  officer,  employee  or agent and shall inure to the benefit of
                  heirs, executors and administrators of such person.

         (C)  Article  V,  Section 4 of the  Registrant's  By-Laws  provides  as
follows:

                  The Corporation  shall, to the fullest extent permitted by the
                  New York Business  Corporation Law as amended or supplemented,
                  indemnify  any and all  persons  whom it shall  have  power to
                  indemnify  under said law from and  against any and all of the
                  expenses,  liabilities  or  other  matters  referred  to in or
                  covered by said law.

                  The Corporation may enter into indemnification agreements with
                  any  officers,  directors or other  persons whom it shall have
                  power to  indemnify,  when and as  determined  by the Board of
                  Directors.

         (D) The Board of Directors of the Registrant  authorized the Registrant
to enter into indemnity agreements with officers and directors of the Registrant
when and as  determined  by the Board of  Directors.  Pursuant to the  foregoing
authority, the Registrant has entered into indemnity agreements with each of its
directors and certain of its officers.


                                        3


<PAGE>
 
<PAGE>



         The indemnity agreements obligate the Registrant to provide the maximum
protection  allowed  under the BCL.  The  indemnity  agreements  supplement  and
increase the protection afforded to officers and directors under the Certificate
of Incorporation in the following respects:

          1. The indemnity agreements establish the presumption that the officer
or director has met the standard of conduct  required  for  indemnification,  as
prescribed  under  the BCL.  Indemnification  will be made  unless  the Board of
Directors,  independent  legal  counsel or the  stockholders  of the  Registrant
determines that the applicable standard of conduct has not been met.

         2. The indemnity  agreements provide that litigation  expenses shall be
paid  promptly by the  Registrant  as they are  incurred or shall be advanced on
behalf of the  officer or  director as may be  appropriate  against  delivery of
invoices  therefor  in  advance  of  indemnification,  provided  that  if  it is
ultimately  determined  that  such  officer  or  director  is  not  entitled  to
indemnification for such expenses he or she shall promptly repay such amounts to
the Registrant.

         3.  In  the  event  of a  determination  by  the  Board  of  Directors,
independent  legal counsel or the stockholders of the Registrant that an officer
or director did not meet the standard of conduct  required for  indemnification,
the  indemnity  agreements  allow such  officer  or  director  to  contest  this
determination  by  petitioning a court to make an independent  determination  of
whether  such  officer or  director is  entitled  to  indemnification  under the
indemnity agreements.

         4.  The   indemnity   agreements   explicitly   provide   for   partial
indemnification  of costs and  expenses in the event that an officer or director
is not  entitled  to full  indemnification  under  the  terms  of the  indemnity
agreements.

         5. The indemnity agreements cannot be unilaterally  modified or amended
by the Registrant, the Board of Directors or the stockholders of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit Number                              Description
--------------                              -----------
<S>                                       <C>
      4.1                                   1996 Stock Option Plan.

      4.2                                   Form of  Option Agreement under the 1996 Stock Option
                                            Plan.

      5                                     Opinion of Shack & Siegel, P.C. with respect to the
                                            legality of the Shares being registered hereby.
</TABLE>

                                        4


<PAGE>
 
<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>
     23.1                           Consent of Shack & Siegel, P.C. (contained in the Opinion
                                    filed as Exhibit 5 hereto).

     23.2                           Consent of Deloitte & Touche LLP.

     24                             Power of Attorney (contained on the signature page
                                    hereof).
</TABLE>

         ITEM 9.  UNDERTAKINGS.

         A.  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;

                           (i) To include  any  prospectus  required  by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
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;

provided,  however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section l3 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  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.

         B. The undersigned  Registrant  hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each


                                        5


<PAGE>
 
<PAGE>



filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
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.

         C.  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.


                                        6


<PAGE>
 
<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,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 17th day of
April, 1997.

                                                     ARK RESTAURANT CORP.

                                                     (Registrant)

                                                     By: /s/ Michael Weinstein
                                                         -----------------------
                                                          Michael Weinstein,
                                                          President

                                POWER OF ATTORNEY

         Each person whose  signature  to this  Registration  Statement  appears
below hereby  appoints  Michael  Weinstein and Robert  Towers,  and each of them
acting singly, as his  attorney-in-fact,  to sign in his behalf individually and
in the  capacity  stated  below and to file all  amendments  and  post-effective
amendments to this  Registration  Statement,  which  amendment or amendments may
make  such  changes  and  additions  to  this  Registration  Statement  as  such
attorney-in-fact may deem necessary or appropriate.

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


<TABLE>
<CAPTION>
                SIGNATURE                      DATE                        CAPACITY IN WHICH SIGNED
                ---------                      ----                        ------------------------
<S>                                  <C>                         <C>
/s/      Michael Weinstein            April 17, 1997              President and Director of the Registrant
----------------------------------
         Michael Weinstein

/s/      Ernest Bogen                 April 17, 1997              Chairman of the Board and Director of
----------------------------------                                  the Registrant
         Ernest Bogen

/s/      Vincent Pascal               April 17, 1997              Vice President, Secretary and Director of
----------------------------------                                  the Registrant
         Vincent Pascal

/s/      Robert Towers                April 17, 1997              Vice President, Treasurer  and Director of
----------------------------------                                  the Registrant
         Robert Towers

/s/      Andrew Kuruc                 April 17, 1997              Vice President, Controller and Director of
----------------------------------                                  the Registrant
         Andrew Kuruc

/s/      Paul Gordon                  April 17, 1997              Vice President and Director of the
----------------------------------                                  Registrant
         Paul Gordon

/s/      Jay Galin                    April 17, 1997              Director of the Registrant
----------------------------------
         Jay Galin

/s/      Donald D. Shack              April 17, 1997              Director of the Registrant
----------------------------------
         Donald D. Shack

</TABLE>

                                        7


<PAGE>
 
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
            Exhibit Number               Description                                             Page
            --------------               -----------                                             ----
         <S>                          <C>                                                    <C>
                  4.1                    1996 Stock Option Plan.

                  4.2                    Form of Option Agreement under the
                                         1996 Stock Option Plan.

                   5                     Opinion of Shack & Siegel, P.C. with
                                         respect to the legality of the shares of
                                         Common Stock being registered hereby.

                 23.1                    Consent of Shack & Siegel, P.C.
                                         (contained in the Opinion filed as
                                         Exhibit 5 hereto).

                 23.2                    Consent of Deloitte & Touche LLP.

                  24                     Power of Attorney (contained on the
                                         signature page hereof).
</TABLE>




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "ARK RESTAURANTS CORP. S-8", "secsgml_size_bytes": 20962}]
{"company-data": {"conformed-name": "ARK RESTAURANTS CORP", "cik": "0000779544", "assigned-sic": "5812", "irs-number": "133156768", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25363", "film-number": "97582926"}, "business-address": {"street1": "85 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10003-3019", "phone": "2122068800"}, "mail-address": {"street2": "85 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10003-3019"}}
As filed with the Securities and Exchange Commission on April 17, 1997.

                                                     Registration No. 33-_______

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ARK RESTAURANTS CORP.
             (Exact name of registrant as specified in its charter)

            NEW YORK                                   13-3156768
   (State or other jurisdiction of       (I.R.S. employer identification number)
   incorporation or organization)

                                 85 FIFTH AVENUE
                            NEW YORK, NEW YORK 10003
               (Address of principal executive offices) (Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                              SHACK & SIEGEL, P.C.
                                530 FIFTH AVENUE
                            NEW YORK, NEW YORK 10036
                           ATTN: PAUL S. GOODMAN, ESQ.
                     (Name and address of agent for service)
                                 (212) 782-0700
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
     Title of securities       Amount to be        Proposed maximum            Proposed maximum       Amount of Registration Fee
      to be registered          registered    offering price per share*   aggregate offering price
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,           270,000                   $9.25                  $2,497,500                      $757
  par value $.01 per share
------------------------------------------------------------------------------------------------------------------------------------
*Estimated  solely for the purpose of calculating the  registration fee
         pursuant  to Rule  457(c) and 457(h) on the basis of the average of the
         high  price of  $9.50 and low  price of  $9.00  reported  on the NASDAQ
         National  Market  System for the Registrant's Common Stock on April 11,
         1997.

         If any of the securities being registered  pursuant to this form are to
         be offered on a delayed or continuous  basis pursuant to Rule 415 under
         the Securities Act of 1933, as amended, check the following box.

                                                                             [X]

--------------------------------------------------------------------------------
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information  specified by this Part I will
be sent or  given  to  eligible  participants  as  specified  by Rule  428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and are not  being  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
September  28,  1996,  the  Registrant's  Quarterly  Report on Form 10-Q for the
fiscal quarter ended December 28, 1996 and the  description of the  Registrant's
Common  Stock,  par  value  $.01  per  share,  set  forth  in  the  Registrant's
Registration  Statement  No.  33-00964 on Form S-18 are  incorporated  herein by
reference and are deemed to be part hereof.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the filing of a post-effective  amendment indicating that all shares of
Common Stock, par value $.01 per share (the "Shares"), offered by the Registrant
for purchase  pursuant to options  which may be granted  under the  Registrant's
1996 Stock  Option  Plan have been sold or  deregistering  all such  Shares then
remaining   unsold,   are  deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Shack & Siegel,  P.C., 530 Fifth Avenue,  New York, New York 10036,  is
counsel to the  Registrant  and has passed  upon the  legality  of the Shares to
which this Registration Statement relates. Donald D. Shack, a member of the firm
Shack & Siegel, P.C., is a director of the Registrant.

                                        2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (A) The Registrant's  authority to indemnify its officers and directors
is  governed by the  provisions  of  Sections  721  through 726 of the  Business
Corporation  Law of the State of New York (the  "BCL"),  by the  Certificate  of
Incorporation of the Registrant, and by the Registrant's By-laws.

         (B) The  Certificate of  Incorporation  of the  Registrant  provides as
follows:

                  The personal  liability of the directors of the Corporation to
                  the Corporation or its shareholders for damages for any breach
                  of duty as a  director  is hereby  eliminated  to the  fullest
                  extent permitted by the Business  Corporation Law of the State
                  of New York as the same may be amended and  supplemented.  The
                  Corporation  shall, to the fullest extent permitted by the New
                  York Business  Corporation Law, as the same may be amended and
                  supplemented, indemnify any and all persons whom it shall have
                  power to indemnify under said law from and against any and all
                  of the expenses,  liabilities or other matters  referred to in
                  or covered by said law, and the  indemnification  provided for
                  herein  shall not be deemed  exclusive  of any other rights to
                  which  any  indemnified  person  may  be  entitled  under  any
                  by-laws,  agreement,  vote of  shareholders  or  directors  or
                  otherwise,  both as to action in his official  capacity and as
                  to action in another  capacity while holding such office,  and
                  shall continue as to a person who has ceased to be a director,
                  officer,  employee  or agent and shall inure to the benefit of
                  heirs, executors and administrators of such person.

         (C)  Article  V,  Section 4 of the  Registrant's  By-Laws  provides  as
follows:

                  The Corporation  shall, to the fullest extent permitted by the
                  New York Business  Corporation Law as amended or supplemented,
                  indemnify  any and all  persons  whom it shall  have  power to
                  indemnify  under said law from and  against any and all of the
                  expenses,  liabilities  or  other  matters  referred  to in or
                  covered by said law.

                  The Corporation may enter into indemnification agreements with
                  any  officers,  directors or other  persons whom it shall have
                  power to  indemnify,  when and as  determined  by the Board of
                  Directors.

         (D) The Board of Directors of the Registrant  authorized the Registrant
to enter into indemnity agreements with officers and directors of the Registrant
when and as  determined  by the Board of  Directors.  Pursuant to the  foregoing
authority, the Registrant has entered into indemnity agreements with each of its
directors and certain of its officers.

                                        3
The indemnity agreements obligate the Registrant to provide the maximum
protection  allowed  under the BCL.  The  indemnity  agreements  supplement  and
increase the protection afforded to officers and directors under the Certificate
of Incorporation in the following respects:

          1. The indemnity agreements establish the presumption that the officer
or director has met the standard of conduct  required  for  indemnification,  as
prescribed  under  the BCL.  Indemnification  will be made  unless  the Board of
Directors,  independent  legal  counsel or the  stockholders  of the  Registrant
determines that the applicable standard of conduct has not been met.

         2. The indemnity  agreements provide that litigation  expenses shall be
paid  promptly by the  Registrant  as they are  incurred or shall be advanced on
behalf of the  officer or  director as may be  appropriate  against  delivery of
invoices  therefor  in  advance  of  indemnification,  provided  that  if  it is
ultimately  determined  that  such  officer  or  director  is  not  entitled  to
indemnification for such expenses he or she shall promptly repay such amounts to
the Registrant.

         3.  In  the  event  of a  determination  by  the  Board  of  Directors,
independent  legal counsel or the stockholders of the Registrant that an officer
or director did not meet the standard of conduct  required for  indemnification,
the  indemnity  agreements  allow such  officer  or  director  to  contest  this
determination  by  petitioning a court to make an independent  determination  of
whether  such  officer or  director is  entitled  to  indemnification  under the
indemnity agreements.

         4.  The   indemnity   agreements   explicitly   provide   for   partial
indemnification  of costs and  expenses in the event that an officer or director
is not  entitled  to full  indemnification  under  the  terms  of the  indemnity
agreements.

         5. The indemnity agreements cannot be unilaterally  modified or amended
by the Registrant, the Board of Directors or the stockholders of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit Number                              Description
--------------                              -----------
4.1                                   1996 Stock Option Plan.

      4.2                                   Form of  Option Agreement under the 1996 Stock Option
                                            Plan.

      5                                     Opinion of Shack & Siegel, P.C. with respect to the
                                            legality of the Shares being registered hereby.
4
23.1                           Consent of Shack & Siegel, P.C. (contained in the Opinion
                                    filed as Exhibit 5 hereto).

     23.2                           Consent of Deloitte & Touche LLP.

     24                             Power of Attorney (contained on the signature page
                                    hereof).
ITEM 9.  UNDERTAKINGS.

         A.  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;

                           (i) To include  any  prospectus  required  by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
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;

provided,  however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section l3 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  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.

         B. The undersigned  Registrant  hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each

                                        5
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
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.

         C.  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.

                                        6
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,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 17th day of
April, 1997.

                                                     ARK RESTAURANT CORP.

                                                     (Registrant)

                                                     By: /s/ Michael Weinstein
                                                         -----------------------
                                                          Michael Weinstein,
                                                          President

                                POWER OF ATTORNEY

         Each person whose  signature  to this  Registration  Statement  appears
below hereby  appoints  Michael  Weinstein and Robert  Towers,  and each of them
acting singly, as his  attorney-in-fact,  to sign in his behalf individually and
in the  capacity  stated  below and to file all  amendments  and  post-effective
amendments to this  Registration  Statement,  which  amendment or amendments may
make  such  changes  and  additions  to  this  Registration  Statement  as  such
attorney-in-fact may deem necessary or appropriate.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed by the following persons in the capacity
and on the date indicated.
SIGNATURE                      DATE                        CAPACITY IN WHICH SIGNED
                ---------                      ----                        ------------------------
/s/      Michael Weinstein            April 17, 1997              President and Director of the Registrant
----------------------------------
         Michael Weinstein

/s/      Ernest Bogen                 April 17, 1997              Chairman of the Board and Director of
----------------------------------                                  the Registrant
         Ernest Bogen

/s/      Vincent Pascal               April 17, 1997              Vice President, Secretary and Director of
----------------------------------                                  the Registrant
         Vincent Pascal

/s/      Robert Towers                April 17, 1997              Vice President, Treasurer  and Director of
----------------------------------                                  the Registrant
         Robert Towers

/s/      Andrew Kuruc                 April 17, 1997              Vice President, Controller and Director of
----------------------------------                                  the Registrant
         Andrew Kuruc

/s/      Paul Gordon                  April 17, 1997              Vice President and Director of the
----------------------------------                                  Registrant
         Paul Gordon

/s/      Jay Galin                    April 17, 1997              Director of the Registrant
----------------------------------
         Jay Galin

/s/      Donald D. Shack              April 17, 1997              Director of the Registrant
----------------------------------
         Donald D. Shack
7
EXHIBIT INDEX
Exhibit Number               Description                                             Page
            --------------               -----------                                             ----
4.1                    1996 Stock Option Plan.

                  4.2                    Form of Option Agreement under the
                                         1996 Stock Option Plan.

                   5                     Opinion of Shack & Siegel, P.C. with
                                         respect to the legality of the shares of
                                         Common Stock being registered hereby.

                 23.1                    Consent of Shack & Siegel, P.C.
                                         (contained in the Opinion filed as
                                         Exhibit 5 hereto).

                 23.2                    Consent of Deloitte & Touche LLP.

                  24                     Power of Attorney (contained on the
                                         signature page hereof).