As filed with the Securities and Exchange Commission on June 17, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                       LONE STAR STEAKHOUSE & SALOON, INC.
           DELAWARE                                       48-1109495
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

     224 EAST DOUGLAS,
     SUITE 700
     WICHITA, KANSAS                                             67202
(Address of principal executive offices)                       (Zip Code)
                              --------------------
                            OPTIONS TO NON-EMPLOYEES
                            (Full Title of the Plan)
                              --------------------
                                JAMIE B. COULTER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       LONE STAR STEAKHOUSE & SALOON, INC.
                           224 EAST DOUGLAS, SUITE 700
                              WICHITA, KANSAS 67202
                     (Name and Address of agent for service)

                                 (316) 264-8899
          (Telephone number, including area code, of agent for service)
                              --------------------
                                 WITH A COPY TO:
                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200
                              --------------------
               Approximate date of proposed sales pursuant to the plan:

FROM TIME TO TIME  AFTER THE  EFFECTIVE  DATE OF THIS REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                      Proposed           Proposed
       Title of                                        maximum            maximum
      securities               Amount                 offering          aggregate          Amount of
        to be                   to be                   price             offering       registration
      registered             registered               per share            price             fee

<S>                      <C>                      <C>                <C>                <C>
Common Stock
par value,
$.01 per                     118,767
share (1)                   (2) shares               $10.26 (3)         $1,218,537          $369.25
================         ===============          ================     ==============   ==============
</TABLE>

(1) The contents of Registration  Statement on Form S-8 (No.  33-47516) relating
to 1,600,000 shares (after taking into effect two 2 for 1 stock splits)


<PAGE>

issuable upon the exercise of stock options (including 1,200,000 shares issuable
upon the exercise of stock options granted or to be granted pursuant to the 1992
Incentive  and  Nonqualified  Stock  Option  Plan,  as  amended  (the  "Plan")),
Registration  Statement on Form S-8 (No.  33-75078) relating to 2,113,800 shares
including  1,800,000  shares issuable upon the exercise of stock options granted
or to be granted  pursuant to the Plan and  Registration  Statement  on Form S-8
(No. 333-00280) relating to 4,000,000 shares issuable upon the exercise of stock
options  granted  or to be  granted  pursuant  to the Plan are  incorporated  by
reference. On April 25, 1997, the Stock Option Committee of Lone Star Steakhouse
& Saloon,  Inc. (the "Company")  repriced all options which had then been issued
pursuant to the Plan to an exercise price of $18.25 per share.  On September 17,
1997, the Board of Directors of the Company  repriced all options which had then
been issued  pursuant to the 1992  Directors'  Stock  Option Plan to an exercise
price of $18.25 per share. In addition, effective December 14,1998, the Board of
Directors of the Company  offered  optionees,  except for Jamie B. Coulter,  the
Chairman and Chief  Executive  Officer of the Company,  the  opportunity to have
their  outstanding  stock options  re-issued and re-priced  (the  "Re-issued and
Re-priced   Program").   Pursuant  to  the  Re-issued  and  Re-Priced   Program,
outstanding  options to purchase  646,000  shares of Common Stock were cancelled
and new  options to  purchase  283,177 of shares of Common  Stock at an exercise
price of $8.00 per share  were  issued,  vesting  equally  over a three (3) year
period commencing  December 14, 1999. Among the options subject to the Re-issued
and Re-priced Program are options to purchase 8,767 shares of Common Stock being
registered in this Registration Statement.  (2) There are also registered hereby
such  indeterminate  number of shares of Common Stock as may become  issuable by
reason  of the  operation  of the  anti-dilution  provisions  of the  Plan.  (3)
Represents the average exercise price of the options  exercisable into shares of
Common Stock being registered in this Registration Statement.


================================================================================

                                       -2-

<PAGE>

Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer, solicitation or sale would be unlawful prior


<PAGE>

                   SUBJECT TO COMPLETION, DATED JUNE 17, 1999


PROSPECTUS


                                4,031,577 SHARES

                       LONE STAR STEAKHOUSE & SALOON, INC.
                          Common Stock ($.01 par value)


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders who may be deemed affiliates (the "Selling Shareholders") of shares
(the "Shares") of the Common Stock, $.01 par value (the "Common Stock"), of Lone
Star Steakhouse & Saloon, Inc. (the "Company") that may be issued by the Company
to the Selling  Shareholders  upon the  exercise of  outstanding  stock  options
granted pursuant to either (i) the 1992 Incentive and Non-Qualified Stock Option
Plan, as amended (the "1992 Plan") or (ii) the 1992 Directors Stock Option Plan,
as amended (the  "Directors  Plan"),  of the Company.  The offer and sale of the
Shares  to  the  Selling  Shareholders  were  previously  registered  under  the
Securities Act of 1933, as amended (the "Securities  Act"). The Shares are being
reoffered and resold for the account of the Selling Shareholders and the Company
will not receive any of the proceeds from the resale of the Shares. With respect
to the  Shares  that may be issued to the  Selling  Shareholders  or  additional
affiliates  under the 1992 Plan and the Directors'  Plan,  this  Prospectus also
relates to certain Shares underlying options which have not as of this date been
granted.  If and when such  options are granted,  the Company will  distribute a
Prospectus Supplement as required by the Act.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the NASDAQ  National  Market System  ("NASDAQ"),  in negotiated  transactions or
otherwise  at  market  prices  prevailing  at the time of the sale or at  prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this Prospectus  other than sales
commissions.

         The Common  Stock of the  Company is traded on NASDAQ  under the symbol
"STAR." On June 15, 1999, the closing price for the Common Stock, as reported by
NASDAQ, was $9-1/2.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE


                                       -1-

<PAGE>

SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                  The date of this Prospectus is June __, 1999.


                                       -2-

<PAGE>


                              AVAILABLE INFORMATION

         The Company is subject to the informational  reporting  requirements of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street,  N.W.,  Washington,  D.C. 20549, at prescribed  rates. Such material may
also be accessed  electronically  by means of the Commission's  home page on the
Internet at http://www.sec.gov.


                                TABLE OF CONTENTS



AVAILABLE INFORMATION..........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................4

GENERAL INFORMATION............................................................5

USE OF PROCEEDS................................................................5

SELLING SHAREHOLDERS...........................................................5

PLAN OF DISTRIBUTION...........................................................6

LEGAL MATTERS..................................................................6

EXPERTS........................................................................7

ADDITIONAL INFORMATION.........................................................7


                                       -3-

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The Company's  Annual  Report on Form 10-K for the year ended  December
29, 1998 and the Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 23, 1999 are hereby  incorporated  by  reference in this  Prospectus.  All
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of this offering,  are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of the filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(g) of the  Exchange  Act filed on March 5, 1992 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Lone Star  Steakhouse & Saloon,  Inc. at 224 East Douglas,  Suite
700,  Wichita,  Kansas  67202,  Attention:  Mr.  John D. White,  Executive  Vice
President,  Chief  Financial  Officer and  Treasurer.  Oral  requests  should be
directed to such officer (telephone number (316) 264-8899).


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


         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                       -4-

<PAGE>

                               GENERAL INFORMATION

         The Company  currently  owns and operates a chain of mid- priced,  full
service,  casual dining  restaurants  located in the United States which operate
under the tradename Lone Star  Steakhouse and Saloon.  In addition,  the Company
owns and operates 15 upscale steakhouse restaurants,  three (3) operating as Del
Frisco's  Double Eagle  Steakhouse  restaurants  and 12 operating as  Sullivan's
Steakhouse.  Internationally, the Company's Australian Joint Venture restaurants
operate  40  restaurants  in  Australia.  The Lone  Star  restaurants  embrace a
Texas-style   concept  featuring  Texas  artifacts  and  music.  The  Lone  Star
restaurants serve mesquite grilled steaks, ribs, chicken and fish.

         The  Company's  principal  executive  offices  are  located at 224 East
Douglas,  Suite 700,  Wichita,  Kansas 67202. The Company's  telephone number at
such location is (316) 264-8899.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This Prospectus relates to the reoffer and resale of Shares that may be
issued to the Selling Shareholders under the Plan or the Directors Plan.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling  Shareholder at June 1, 1999, (ii) the number of Shares to
be  offered  for  resale by each  Selling  Shareholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Shareholder
after completion of the offering.


                                       -5-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                     Number of shares of
                                                                                                        Common Stock/
                                                                                                     Percentage of Class
                                                Number of shares of          Number of Shares         to be Owned After
                                               Common Stock Owned at          to be Offered           Completion of the
                                                   June 1, 1999                 for Resale                 Offering
----------------------------------------      ------------------------       -----------------      --------------------
<S>                                             <C>                          <C>                    <C>
Jamie B. Coulter(1)........................       4,595,393 (2)                 2,600,000              2,395,393/6.7%
John D. White(3)...........................         948,025 (4)                 1,000,000                   148,025/*
Michael Archer (5).........................                 -0-                   283,177 (6)                    0/0
Clark R. Mandigo (7).......................          70,267 (8)                    42,800                    34,000/*
Fred B. Chaney (9) ........................          56,267 (10)                   58,800                     4,000/0
William H. Tilley (11) ....................          63,734 (12)                   46,800                    50,400/0
</TABLE>

*        Less than one percent.

(1)      Mr.  Coulter  has been  Chairman  and Chief  Executive  Officer  of the
         Company since  January,  1992 and President of the Company from January
         1992 through June 1995.
(2)      Includes presently  exercisable options to purchase 2,200,000 shares of
         Common  Stock.  Excludes  shares  held  by the  adult  children  of Mr.
         Coulter.  Mr. Coulter disclaims  beneficial  ownership of these shares.
(3)      Mr. White has been an Executive Vice President of the Company since
         June 1995 and has been a Director of the  Company  and Chief  Financial
         Officer and Treasurer of the Company since January,  1992.
(4)      Includes  presently  exercisable  options to purchase 800,000 shares of
         Common  Stock.
(5)      Michael   J.    Archer   has   been   Chief    Operating    Officer-Del
         Frisco's/Sullivan's  since  August,  1996 and a Director of the Company
         since September, 1996.
(6)      Consists of options.
(7)      Mr. Mandigo became a Director of the Company in 1992.
(8)      Includes  presently  exercisable  options to purchase  36,267 shares of
         Common Stock.
(9)      Mr. Chaney became a Director of the Company in May 1995.
(10)     Includes  presently  exercisable  options to purchase  52,267 shares of
         Common Stock.
(11)     Mr. Tilley became a Director of the Company in December 1997.
(12)     Includes   10,400   shares  of  Common  Stock  owned  by  a  California
         corporation  of which  Mr.  Tilley  is the  principal  stockholder  and
         presently  exercisable  options  to  purchase  13,334  shares of Common
         Stock.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome  Rosenzweig & Wolosky LLP, New York,  New York 10022.  Steven  Wolosky,  a
member of such Firm,  holds  options to purchase  8,767  shares of Common  Stock
which shares are being registered in the  Registration  Statement which contains
this Prospectus.

                                       -6-

<PAGE>

                                     EXPERTS

         The consolidated financial statements of Lone Star Steakhouse & Saloon,
Inc.  appearing in Lone Star  Steakhouse & Saloon,  Inc.'s Annual Report on Form
10-K, for the year ended  December 29, 1998,  have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated  herein by  reference  in reliance  upon such  report  given on the
authority of such firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities  and Exchange  Commission two
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.


                                       -7-

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

          (a)  The  Company's  Annual  Report  on Form  10-K for the year  ended
          December 29, 1998;

          (b)  The  Company's  Quarterly  Report on Form  10-Q for the  quarter
          ended March 23, 1999; and

          (c)  The  description  of the Company's  securities  contained in Lone
          Star  Steakhouse  &  Saloon,   Inc.'s  (the  "Company")   Registration
          Statement on Form 8-A filed March 5, 1992.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Steven Wolosky a member of Olshan  Grundman Frome  Rosenzweig & Wolosky
LLP holds  options to purchase  8,767  shares of Common  Stock which  shares are
being registered in this Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company was incorporated in Delaware.  Article EIGHTH, Section A of
the Certificate of Incorporation of the Company provides as follows:

                  EIGHTH:  A.  A director of the Corporation shall not be
         personally liable to the Corporation or its stockholders for
         monetary damages for breach of fiduciary duty as a director,


                                      II-1

<PAGE>

         except  for  liability  (i) for any  breach of the  director's  duty of
         loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
         omissions not in good faith or which involve intentional  misconduct or
         a knowing  violation  of law,  (iii) under  Section 174 of the Delaware
         General  Corporation Law (the "GCL"),  or (iv) for any transaction from
         which the director derived an improper personal benefit.  If the GCL is
         amended to authorize  corporate action further  eliminating or limiting
         the personal  liability of directors,  then the liability of a director
         of the Corporation shall be eliminated or limited to the fullest extent
         permitted by the GCL, as so amended. Any repeal or modification of this
         Section A by the  stockholders of the  Corporation  shall not adversely
         affect any right or  protection of a director of the  Corporation  with
         respect  to  events  occurring  prior  to the  time of such  repeal  or
         modification.

         Article EIGHTH,  Section B of the Certificate of  Incorporation  of the
Company provides as follows:

                  B. (1) Each person who was or is made a party or is threatened
         to be made a party to or is involved in any action, suit or proceeding,
         whether civil, criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she or a person of whom
         he or she is the legal  representative  is or was a director,  officer,
         employee  or  agent  of the  Corporation  or is or was  serving  at the
         request of the Corporation as a director, officer, employee or agent of
         another corporation or of a partnership,  joint venture, trust or other
         enterprise,  including  service with respect to employee benefit plans,
         whether the basis of such  proceedings is alleged action in an official
         capacity  as a  director,  officer,  employee  or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be  indemnified  and held  harmless by the  Corporation  to the fullest
         extent  authorized  by the GCL as the same exists or may  hereafter  be
         amended  (but,  in the case of any such  amendment,  only to the extent
         that  such  amendment   permits  the  Corporation  to  provide  broader
         indemnification  rights  than said law  permitted  the  Corporation  to
         provide prior to such  amendment),  against all expense,  liability and
         loss (including attorneys' fees,  judgments,  fines, ERISA excise taxes
         or penalties and amounts paid or to be paid in  settlement)  reasonably
         incurred or suffered by such person in  connection  therewith  and such
         indemnification  shall  continue  as to a person who has ceased to be a
         director,  officer, employee or agent and shall inure to the benefit of
         his or her heirs, executors and administrators; provided, however, that
         except as provided in  paragraph  (2) of this Section B with respect to
         proceedings seeking to enforce rights to indemnification,


                                      II-2

<PAGE>

         the Corporation shall indemnify any such person seeking indemnification
         in connection  with a proceeding  (or part  thereof)  initiated by such
         person only if such  proceeding (or part thereof) was authorized by the
         Board of Directors  of the  Corporation.  The right to  indemnification
         conferred in this Section B shall be a contract right and shall include
         the  right  to be paid by the  Corporation  the  expenses  incurred  in
         defending  any such  proceeding  in advance  of its final  disposition;
         provided,  however,  that  if the GCL  requires,  the  payment  of such
         expenses  incurred by a director or officer in his or her capacity as a
         director or officer (and not in any other  capacity)  in which  service
         was or is  rendered  by  such  person  while  a  director  or  officer,
         including,  without limitation,  service to an employee benefit plan in
         advance of the final  disposition  of a proceeding,  shall be made only
         under delivery to the  Corporation of an undertaking by or on behalf of
         such  director  or officer to repay all amounts so advanced if it shall
         ultimately be determined  that such director or officer is not entitled
         to be indemnified under this Section B or otherwise.

                  (2) If a claim under  paragraph  (1) of this  Section B is not
         paid in full by the  Corporation  within  thirty  days  after a written
         claim has been  received by the  Corporation,  the  claimant may at any
         time  thereafter  bring suit  against  the  Corporation  to recover the
         unpaid amount of the claim and, if successful in whole or in part,  the
         claimant  shall be entitled to be paid also the expense of  prosecuting
         such  claim.  It shall be a defense to any such  action  (other than an
         action  brought to enforce a claim for  expenses  incurred in defending
         any proceeding in advance of its final  disposition  where the required
         undertaking,  if any is required, has been tendered to the Corporation)
         that the  claimant has not met the  standards of conduct  which make it
         permissible under the GCL for the Corporation to indemnify the claimant
         for the amount claimed, but the burden of proving such defense shall be
         on the Corporation.  Neither the failure of the Corporation  (including
         its Board of Directors,  independent  legal counsel or stockholders) to
         have made a determination prior to the commencement of such action that
         indemnification of the claimant is proper in the circumstances  because
         he or she has met the  applicable  standard of conduct set forth in the
         GCL, nor an actual  determination  by the  Corporation  (including  its
         Board of Directors, independent legal counsel or stockholders) that the
         claimant has not met such  applicable  standard of conduct,  shall be a
         defense to the action or create a presumption that the claimant has not
         met the applicable standard of conduct.


                                      II-3

<PAGE>

                  (3) The right to  indemnification  and the payment of expenses
         incurred in defending a proceeding in advance of its final  disposition
         conferred  in this  Section B shall not be exclusive of any other right
         which any  person  may have or  hereafter  acquire  under any  statute,
         provision of the certificate of incorporation, By-Laws, agreement, vote
         of stockholders or disinterested directors or otherwise.

                  (4) The Corporation may maintain insurance, at its expense, to
         protect  itself and any  director,  officer,  employee  or agent of the
         Corporation or another corporation,  partnership,  joint venture, trust
         or other enterprise against any expense,  liability or loss, whether or
         not the  Corporation  would  have the power to  indemnify  such  person
         against such expense,  liability or loss under the General  Corporation
         Law of the State of Delaware.

                  (5) The Corporation may, to the extent authorized from time to
         time by the Board of Directors,  grant rights to  indemnification,  and
         rights  to be paid by the  Corporation  for the  expenses  incurred  in
         defending any  proceeding in advance of its final  disposition,  to any
         agent of the  Corporation  to the fullest  extent of the  provisions of
         this Section B with respect to the  indemnification  and advancement of
         expenses of directors, officers and employees of the Corporation.

         See Item 9(c)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct


                                      II-4

<PAGE>

         was  unlawful.  The  termination  of any action,  suit or proceeding by
         judgment,  order,  settlement,  conviction  or  upon  a  plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  reasonably  believed  to be in or not  opposed  to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by


                                      II-5

<PAGE>

         a  majority  vote of a  quorum  consisting  of  directors  who were not
         parties to such action, suit or proceeding,  or (2) if such a quorum is
         not  obtainable,  or,  even if  obtainable  a quorum  of  disinterested
         directors so directs, by independent legal counsel in a written opinion
         or (3) by the stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or

                                      II-6

<PAGE>

         surviving corporation as he would have with respect to such constituent
         corporation if its separate existence had continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.  The Company also has agreements
with its directors and officers providing for the indemnification  thereof under
certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         *4(a)  -   Certificate of  Incorporation  of the Company  (Exhibit 3 to
                    Registrant's  Form S-1 filed  January 31,  1992,  as amended
                    (the "S-1").

         *4(b)  -   Bylaws of the Company.  (Exhibit 3.2 to the S-1).



                                      II-7

<PAGE>


         *4(c)  -   1992  Incentive  and  Nonqualified  Stock  Option  Plan,  as
                    amended  (Exhibit  4(c) to the  Registrant's  Form S-8 filed
                    January 16, 1996).

         *4(d)  -   1992 Directors'  Stock Option Plan of Lone Star Steakhouse &
                    Saloon,  Inc.  (Exhibit  4(c) to the  Restaurant's  Form S-8
                    filed May 5, 1992.

          5     -   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

         23(a)  -   Consent of Ernst & Young LLP, independent auditors.

         23(b)  -   Consent of Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP
                    (included in its opinion filed as Exhibit 5).

         24     -   Powers of Attorney (included on page II-11).

------------------
         *  Indicates exhibits incorporated by reference herein.

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


                              II-8

<PAGE>



                              Statement   or  any   material   change   to  such
                              information in the Registration Statement;

                           provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That, for the purposes 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; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that 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 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 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.

         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 Securities Act of 1933 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,


                              II-9

<PAGE>

                  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  a   controlling
                  precedent,  submit to a court of appropriate  jurisdiction the
                  question whether such  indemnification by it is against public
                  policy as expressed in the  Securities Act of 1933 and will be
                  governed by the final adjudication of such issue.

         D.       The undersigned registrant hereby undertakes to deliver
                  or cause to be delivered with the prospectus, to each
                  person to whom the prospectus is sent or given, a copy
                  of the registrant's latest annual report to
                  stockholders that is incorporated by reference in the
                  prospectus and furnished 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 S-X is 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.



                              II-10

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Wichita,  State of Kansas,  on this 16th day of June
1999.

                                         LONE STAR STEAKHOUSE & SALOON, INC.
                                              (Registrant)

                                         /S/ JAMIE B. COULTER
                                         ---------------------------------------
                                         Jamie B. Coulter, Chairman of the Board
                                         and Chief Executive Officer

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Lone Star Steakhouse & Saloon, Inc. hereby constitutes and appoints
Jamie B. Coulter and John D. White, and each of them singly,  as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name 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 and to prepare any and
all exhibits thereto, and other documents in connection  therewith,  and to make
any  applicable  state  securities  law or blue sky filings,  granting unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  or  necessary to be done to enable Lone Star
Steakhouse & Saloon, Inc. to comply with the provisions of the Securities Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.


      SIGNATURE                    TITLE                         DATE
      ---------                    -----                         ----


/S/ JAMIE B. COULTER       Chairman of the Board and Chief     June 16, 1999
------------------------   Executive Officer
Jamie B. Coulter



/S/ JOHN D. WHITE          Executive President, Chief          June 16, 1999
------------------------   Financial Officer and
John D. White              (Principal Accounting Officer),
                           Treasurer and Director



                                II-11

<PAGE>

/S/ MICHAEL ARCHER         Chief Operating Officer -- Del      June 16, 1999
-------------------------  Frisco's/Sullivan's and
Michael Archer             Director





/S/ CLARK R. MANDIGO       Director                            June 16, 1999
------------------------
Clark R. Mandigo





/S/ FRED B. CHANEY         Director                            June 16, 1999
------------------------
Fred B. Chaney





/S/ WILLIAM H. TILLEY      Director                            June 16, 1999
--------------------------
William H. Tilley


                                      II-12

<PAGE>


THE  1992  INCENTIVE  AND  NON-QUALIFIED  STOCK  OPTION  PLAN.  Pursuant  to the
requirements  of the  Securities  Act of 1933,  the members of the Stock  Option
Committee  have duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Wichita,
State of Kansas, on June 16, 1999.





                                                        /S/ FRED B. CHANEY
                                                  ------------------------------
                                                            Fred B. Chaney




                                                       /S/ CLARK R. MANDIGO
                                                  ------------------------------
                                                           Clark R. Mandigo



                                      II-13
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 53848}]
{"company-data": {"conformed-name": "LONE STAR STEAKHOUSE & SALOON INC", "cik": "0000883670", "assigned-sic": "5812", "irs-number": "481109495", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80905", "film-number": "99648039"}, "business-address": {"street1": "224 E DOUGLAS STE 700", "city": "WICHITA", "state": "KS", "zip": "67202", "phone": "3162648899"}}
As filed with the Securities and Exchange Commission on June 17, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                       LONE STAR STEAKHOUSE & SALOON, INC.
           DELAWARE                                       48-1109495
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

     224 EAST DOUGLAS,
     SUITE 700
     WICHITA, KANSAS                                             67202
(Address of principal executive offices)                       (Zip Code)
                              --------------------
                            OPTIONS TO NON-EMPLOYEES
                            (Full Title of the Plan)
                              --------------------
                                JAMIE B. COULTER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       LONE STAR STEAKHOUSE & SALOON, INC.
                           224 EAST DOUGLAS, SUITE 700
                              WICHITA, KANSAS 67202
                     (Name and Address of agent for service)

                                 (316) 264-8899
          (Telephone number, including area code, of agent for service)
                              --------------------
                                 WITH A COPY TO:
                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200
                              --------------------
               Approximate date of proposed sales pursuant to the plan:

FROM TIME TO TIME  AFTER THE  EFFECTIVE  DATE OF THIS REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed
       Title of                                        maximum            maximum
      securities               Amount                 offering          aggregate          Amount of
        to be                   to be                   price             offering       registration
      registered             registered               per share            price             fee
Common Stock
par value,
$.01 per                     118,767
share (1)                   (2) shares               $10.26 (3)         $1,218,537          $369.25
================         ===============          ================     ==============   ==============
(1) The contents of Registration  Statement on Form S-8 (No.  33-47516) relating
to 1,600,000 shares (after taking into effect two 2 for 1 stock splits)
issuable upon the exercise of stock options (including 1,200,000 shares issuable
upon the exercise of stock options granted or to be granted pursuant to the 1992
Incentive  and  Nonqualified  Stock  Option  Plan,  as  amended  (the  "Plan")),
Registration  Statement on Form S-8 (No.  33-75078) relating to 2,113,800 shares
including  1,800,000  shares issuable upon the exercise of stock options granted
or to be granted  pursuant to the Plan and  Registration  Statement  on Form S-8
(No. 333-00280) relating to 4,000,000 shares issuable upon the exercise of stock
options  granted  or to be  granted  pursuant  to the Plan are  incorporated  by
reference. On April 25, 1997, the Stock Option Committee of Lone Star Steakhouse
& Saloon,  Inc. (the "Company")  repriced all options which had then been issued
pursuant to the Plan to an exercise price of $18.25 per share.  On September 17,
1997, the Board of Directors of the Company  repriced all options which had then
been issued  pursuant to the 1992  Directors'  Stock  Option Plan to an exercise
price of $18.25 per share. In addition, effective December 14,1998, the Board of
Directors of the Company  offered  optionees,  except for Jamie B. Coulter,  the
Chairman and Chief  Executive  Officer of the Company,  the  opportunity to have
their  outstanding  stock options  re-issued and re-priced  (the  "Re-issued and
Re-priced   Program").   Pursuant  to  the  Re-issued  and  Re-Priced   Program,
outstanding  options to purchase  646,000  shares of Common Stock were cancelled
and new  options to  purchase  283,177 of shares of Common  Stock at an exercise
price of $8.00 per share  were  issued,  vesting  equally  over a three (3) year
period commencing  December 14, 1999. Among the options subject to the Re-issued
and Re-priced Program are options to purchase 8,767 shares of Common Stock being
registered in this Registration Statement.  (2) There are also registered hereby
such  indeterminate  number of shares of Common Stock as may become  issuable by
reason  of the  operation  of the  anti-dilution  provisions  of the  Plan.  (3)
Represents the average exercise price of the options  exercisable into shares of
Common Stock being registered in this Registration Statement.

================================================================================

                                       -2-
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer, solicitation or sale would be unlawful prior
SUBJECT TO COMPLETION, DATED JUNE 17, 1999

PROSPECTUS

                                4,031,577 SHARES

                       LONE STAR STEAKHOUSE & SALOON, INC.
                          Common Stock ($.01 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders who may be deemed affiliates (the "Selling Shareholders") of shares
(the "Shares") of the Common Stock, $.01 par value (the "Common Stock"), of Lone
Star Steakhouse & Saloon, Inc. (the "Company") that may be issued by the Company
to the Selling  Shareholders  upon the  exercise of  outstanding  stock  options
granted pursuant to either (i) the 1992 Incentive and Non-Qualified Stock Option
Plan, as amended (the "1992 Plan") or (ii) the 1992 Directors Stock Option Plan,
as amended (the  "Directors  Plan"),  of the Company.  The offer and sale of the
Shares  to  the  Selling  Shareholders  were  previously  registered  under  the
Securities Act of 1933, as amended (the "Securities  Act"). The Shares are being
reoffered and resold for the account of the Selling Shareholders and the Company
will not receive any of the proceeds from the resale of the Shares. With respect
to the  Shares  that may be issued to the  Selling  Shareholders  or  additional
affiliates  under the 1992 Plan and the Directors'  Plan,  this  Prospectus also
relates to certain Shares underlying options which have not as of this date been
granted.  If and when such  options are granted,  the Company will  distribute a
Prospectus Supplement as required by the Act.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the NASDAQ  National  Market System  ("NASDAQ"),  in negotiated  transactions or
otherwise  at  market  prices  prevailing  at the time of the sale or at  prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this Prospectus  other than sales
commissions.

         The Common  Stock of the  Company is traded on NASDAQ  under the symbol
"STAR." On June 15, 1999, the closing price for the Common Stock, as reported by
NASDAQ, was $9-1/2.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE

                                       -1-
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this Prospectus is June __, 1999.

                                       -2-
AVAILABLE INFORMATION

         The Company is subject to the informational  reporting  requirements of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street,  N.W.,  Washington,  D.C. 20549, at prescribed  rates. Such material may
also be accessed  electronically  by means of the Commission's  home page on the
Internet at http://www.sec.gov.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION..........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................4

GENERAL INFORMATION............................................................5

USE OF PROCEEDS................................................................5

SELLING SHAREHOLDERS...........................................................5

PLAN OF DISTRIBUTION...........................................................6

LEGAL MATTERS..................................................................6

EXPERTS........................................................................7

ADDITIONAL INFORMATION.........................................................7

                                       -3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual  Report on Form 10-K for the year ended  December
29, 1998 and the Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 23, 1999 are hereby  incorporated  by  reference in this  Prospectus.  All
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of this offering,  are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of the filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(g) of the  Exchange  Act filed on March 5, 1992 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Lone Star  Steakhouse & Saloon,  Inc. at 224 East Douglas,  Suite
700,  Wichita,  Kansas  67202,  Attention:  Mr.  John D. White,  Executive  Vice
President,  Chief  Financial  Officer and  Treasurer.  Oral  requests  should be
directed to such officer (telephone number (316) 264-8899).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -4-
GENERAL INFORMATION

         The Company  currently  owns and operates a chain of mid- priced,  full
service,  casual dining  restaurants  located in the United States which operate
under the tradename Lone Star  Steakhouse and Saloon.  In addition,  the Company
owns and operates 15 upscale steakhouse restaurants,  three (3) operating as Del
Frisco's  Double Eagle  Steakhouse  restaurants  and 12 operating as  Sullivan's
Steakhouse.  Internationally, the Company's Australian Joint Venture restaurants
operate  40  restaurants  in  Australia.  The Lone  Star  restaurants  embrace a
Texas-style   concept  featuring  Texas  artifacts  and  music.  The  Lone  Star
restaurants serve mesquite grilled steaks, ribs, chicken and fish.

         The  Company's  principal  executive  offices  are  located at 224 East
Douglas,  Suite 700,  Wichita,  Kansas 67202. The Company's  telephone number at
such location is (316) 264-8899.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This Prospectus relates to the reoffer and resale of Shares that may be
issued to the Selling Shareholders under the Plan or the Directors Plan.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling  Shareholder at June 1, 1999, (ii) the number of Shares to
be  offered  for  resale by each  Selling  Shareholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Shareholder
after completion of the offering.

                                       -5-
Number of shares of
                                                                                                        Common Stock/
                                                                                                     Percentage of Class
                                                Number of shares of          Number of Shares         to be Owned After
                                               Common Stock Owned at          to be Offered           Completion of the
                                                   June 1, 1999                 for Resale                 Offering
----------------------------------------      ------------------------       -----------------      --------------------
Jamie B. Coulter(1)........................       4,595,393 (2)                 2,600,000              2,395,393/6.7%
John D. White(3)...........................         948,025 (4)                 1,000,000                   148,025/*
Michael Archer (5).........................                 -0-                   283,177 (6)                    0/0
Clark R. Mandigo (7).......................          70,267 (8)                    42,800                    34,000/*
Fred B. Chaney (9) ........................          56,267 (10)                   58,800                     4,000/0
William H. Tilley (11) ....................          63,734 (12)                   46,800                    50,400/0
*        Less than one percent.

(1)      Mr.  Coulter  has been  Chairman  and Chief  Executive  Officer  of the
         Company since  January,  1992 and President of the Company from January
         1992 through June 1995.
(2)      Includes presently  exercisable options to purchase 2,200,000 shares of
         Common  Stock.  Excludes  shares  held  by the  adult  children  of Mr.
         Coulter.  Mr. Coulter disclaims  beneficial  ownership of these shares.
(3)      Mr. White has been an Executive Vice President of the Company since
         June 1995 and has been a Director of the  Company  and Chief  Financial
         Officer and Treasurer of the Company since January,  1992.
(4)      Includes  presently  exercisable  options to purchase 800,000 shares of
         Common  Stock.
(5)      Michael   J.    Archer   has   been   Chief    Operating    Officer-Del
         Frisco's/Sullivan's  since  August,  1996 and a Director of the Company
         since September, 1996.
(6)      Consists of options.
(7)      Mr. Mandigo became a Director of the Company in 1992.
(8)      Includes  presently  exercisable  options to purchase  36,267 shares of
         Common Stock.
(9)      Mr. Chaney became a Director of the Company in May 1995.
(10)     Includes  presently  exercisable  options to purchase  52,267 shares of
         Common Stock.
(11)     Mr. Tilley became a Director of the Company in December 1997.
(12)     Includes   10,400   shares  of  Common  Stock  owned  by  a  California
         corporation  of which  Mr.  Tilley  is the  principal  stockholder  and
         presently  exercisable  options  to  purchase  13,334  shares of Common
         Stock.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome  Rosenzweig & Wolosky LLP, New York,  New York 10022.  Steven  Wolosky,  a
member of such Firm,  holds  options to purchase  8,767  shares of Common  Stock
which shares are being registered in the  Registration  Statement which contains
this Prospectus.

                                       -6-
EXPERTS

         The consolidated financial statements of Lone Star Steakhouse & Saloon,
Inc.  appearing in Lone Star  Steakhouse & Saloon,  Inc.'s Annual Report on Form
10-K, for the year ended  December 29, 1998,  have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated  herein by  reference  in reliance  upon such  report  given on the
authority of such firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities  and Exchange  Commission two
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.

                                       -7-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

          (a)  The  Company's  Annual  Report  on Form  10-K for the year  ended
          December 29, 1998;

          (b)  The  Company's  Quarterly  Report on Form  10-Q for the  quarter
          ended March 23, 1999; and

          (c)  The  description  of the Company's  securities  contained in Lone
          Star  Steakhouse  &  Saloon,   Inc.'s  (the  "Company")   Registration
          Statement on Form 8-A filed March 5, 1992.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Steven Wolosky a member of Olshan  Grundman Frome  Rosenzweig & Wolosky
LLP holds  options to purchase  8,767  shares of Common  Stock which  shares are
being registered in this Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company was incorporated in Delaware.  Article EIGHTH, Section A of
the Certificate of Incorporation of the Company provides as follows:

                  EIGHTH:  A.  A director of the Corporation shall not be
         personally liable to the Corporation or its stockholders for
         monetary damages for breach of fiduciary duty as a director,

                                      II-1
except  for  liability  (i) for any  breach of the  director's  duty of
         loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
         omissions not in good faith or which involve intentional  misconduct or
         a knowing  violation  of law,  (iii) under  Section 174 of the Delaware
         General  Corporation Law (the "GCL"),  or (iv) for any transaction from
         which the director derived an improper personal benefit.  If the GCL is
         amended to authorize  corporate action further  eliminating or limiting
         the personal  liability of directors,  then the liability of a director
         of the Corporation shall be eliminated or limited to the fullest extent
         permitted by the GCL, as so amended. Any repeal or modification of this
         Section A by the  stockholders of the  Corporation  shall not adversely
         affect any right or  protection of a director of the  Corporation  with
         respect  to  events  occurring  prior  to the  time of such  repeal  or
         modification.

         Article EIGHTH,  Section B of the Certificate of  Incorporation  of the
Company provides as follows:

                  B. (1) Each person who was or is made a party or is threatened
         to be made a party to or is involved in any action, suit or proceeding,
         whether civil, criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she or a person of whom
         he or she is the legal  representative  is or was a director,  officer,
         employee  or  agent  of the  Corporation  or is or was  serving  at the
         request of the Corporation as a director, officer, employee or agent of
         another corporation or of a partnership,  joint venture, trust or other
         enterprise,  including  service with respect to employee benefit plans,
         whether the basis of such  proceedings is alleged action in an official
         capacity  as a  director,  officer,  employee  or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be  indemnified  and held  harmless by the  Corporation  to the fullest
         extent  authorized  by the GCL as the same exists or may  hereafter  be
         amended  (but,  in the case of any such  amendment,  only to the extent
         that  such  amendment   permits  the  Corporation  to  provide  broader
         indemnification  rights  than said law  permitted  the  Corporation  to
         provide prior to such  amendment),  against all expense,  liability and
         loss (including attorneys' fees,  judgments,  fines, ERISA excise taxes
         or penalties and amounts paid or to be paid in  settlement)  reasonably
         incurred or suffered by such person in  connection  therewith  and such
         indemnification  shall  continue  as to a person who has ceased to be a
         director,  officer, employee or agent and shall inure to the benefit of
         his or her heirs, executors and administrators; provided, however, that
         except as provided in  paragraph  (2) of this Section B with respect to
         proceedings seeking to enforce rights to indemnification,

                                      II-2
the Corporation shall indemnify any such person seeking indemnification
         in connection  with a proceeding  (or part  thereof)  initiated by such
         person only if such  proceeding (or part thereof) was authorized by the
         Board of Directors  of the  Corporation.  The right to  indemnification
         conferred in this Section B shall be a contract right and shall include
         the  right  to be paid by the  Corporation  the  expenses  incurred  in
         defending  any such  proceeding  in advance  of its final  disposition;
         provided,  however,  that  if the GCL  requires,  the  payment  of such
         expenses  incurred by a director or officer in his or her capacity as a
         director or officer (and not in any other  capacity)  in which  service
         was or is  rendered  by  such  person  while  a  director  or  officer,
         including,  without limitation,  service to an employee benefit plan in
         advance of the final  disposition  of a proceeding,  shall be made only
         under delivery to the  Corporation of an undertaking by or on behalf of
         such  director  or officer to repay all amounts so advanced if it shall
         ultimately be determined  that such director or officer is not entitled
         to be indemnified under this Section B or otherwise.

                  (2) If a claim under  paragraph  (1) of this  Section B is not
         paid in full by the  Corporation  within  thirty  days  after a written
         claim has been  received by the  Corporation,  the  claimant may at any
         time  thereafter  bring suit  against  the  Corporation  to recover the
         unpaid amount of the claim and, if successful in whole or in part,  the
         claimant  shall be entitled to be paid also the expense of  prosecuting
         such  claim.  It shall be a defense to any such  action  (other than an
         action  brought to enforce a claim for  expenses  incurred in defending
         any proceeding in advance of its final  disposition  where the required
         undertaking,  if any is required, has been tendered to the Corporation)
         that the  claimant has not met the  standards of conduct  which make it
         permissible under the GCL for the Corporation to indemnify the claimant
         for the amount claimed, but the burden of proving such defense shall be
         on the Corporation.  Neither the failure of the Corporation  (including
         its Board of Directors,  independent  legal counsel or stockholders) to
         have made a determination prior to the commencement of such action that
         indemnification of the claimant is proper in the circumstances  because
         he or she has met the  applicable  standard of conduct set forth in the
         GCL, nor an actual  determination  by the  Corporation  (including  its
         Board of Directors, independent legal counsel or stockholders) that the
         claimant has not met such  applicable  standard of conduct,  shall be a
         defense to the action or create a presumption that the claimant has not
         met the applicable standard of conduct.

                                      II-3
(3) The right to  indemnification  and the payment of expenses
         incurred in defending a proceeding in advance of its final  disposition
         conferred  in this  Section B shall not be exclusive of any other right
         which any  person  may have or  hereafter  acquire  under any  statute,
         provision of the certificate of incorporation, By-Laws, agreement, vote
         of stockholders or disinterested directors or otherwise.

                  (4) The Corporation may maintain insurance, at its expense, to
         protect  itself and any  director,  officer,  employee  or agent of the
         Corporation or another corporation,  partnership,  joint venture, trust
         or other enterprise against any expense,  liability or loss, whether or
         not the  Corporation  would  have the power to  indemnify  such  person
         against such expense,  liability or loss under the General  Corporation
         Law of the State of Delaware.

                  (5) The Corporation may, to the extent authorized from time to
         time by the Board of Directors,  grant rights to  indemnification,  and
         rights  to be paid by the  Corporation  for the  expenses  incurred  in
         defending any  proceeding in advance of its final  disposition,  to any
         agent of the  Corporation  to the fullest  extent of the  provisions of
         this Section B with respect to the  indemnification  and advancement of
         expenses of directors, officers and employees of the Corporation.

         See Item 9(c)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct

                                      II-4
was  unlawful.  The  termination  of any action,  suit or proceeding by
         judgment,  order,  settlement,  conviction  or  upon  a  plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner  he  reasonably  believed  to be in or not  opposed  to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by

                                      II-5
a  majority  vote of a  quorum  consisting  of  directors  who were not
         parties to such action, suit or proceeding,  or (2) if such a quorum is
         not  obtainable,  or,  even if  obtainable  a quorum  of  disinterested
         directors so directs, by independent legal counsel in a written opinion
         or (3) by the stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or

                                      II-6
surviving corporation as he would have with respect to such constituent
         corporation if its separate existence had continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.  The Company also has agreements
with its directors and officers providing for the indemnification  thereof under
certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         *4(a)  -   Certificate of  Incorporation  of the Company  (Exhibit 3 to
                    Registrant's  Form S-1 filed  January 31,  1992,  as amended
                    (the "S-1").

         *4(b)  -   Bylaws of the Company.  (Exhibit 3.2 to the S-1).

                                      II-7
*4(c)  -   1992  Incentive  and  Nonqualified  Stock  Option  Plan,  as
                    amended  (Exhibit  4(c) to the  Registrant's  Form S-8 filed
                    January 16, 1996).

         *4(d)  -   1992 Directors'  Stock Option Plan of Lone Star Steakhouse &
                    Saloon,  Inc.  (Exhibit  4(c) to the  Restaurant's  Form S-8
                    filed May 5, 1992.

          5     -   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

         23(a)  -   Consent of Ernst & Young LLP, independent auditors.

         23(b)  -   Consent of Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP
                    (included in its opinion filed as Exhibit 5).

         24     -   Powers of Attorney (included on page II-11).

------------------
         *  Indicates exhibits incorporated by reference herein.

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

                              II-8
Statement   or  any   material   change   to  such
                              information in the Registration Statement;

                           provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That, for the purposes 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; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that 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 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 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.

         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 Securities Act of 1933 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,

                              II-9
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  a   controlling
                  precedent,  submit to a court of appropriate  jurisdiction the
                  question whether such  indemnification by it is against public
                  policy as expressed in the  Securities Act of 1933 and will be
                  governed by the final adjudication of such issue.

         D.       The undersigned registrant hereby undertakes to deliver
                  or cause to be delivered with the prospectus, to each
                  person to whom the prospectus is sent or given, a copy
                  of the registrant's latest annual report to
                  stockholders that is incorporated by reference in the
                  prospectus and furnished 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 S-X is 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.

                              II-10
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Wichita,  State of Kansas,  on this 16th day of June
1999.

                                         LONE STAR STEAKHOUSE & SALOON, INC.
                                              (Registrant)

                                         /S/ JAMIE B. COULTER
                                         ---------------------------------------
                                         Jamie B. Coulter, Chairman of the Board
                                         and Chief Executive Officer

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Lone Star Steakhouse & Saloon, Inc. hereby constitutes and appoints
Jamie B. Coulter and John D. White, and each of them singly,  as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name 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 and to prepare any and
all exhibits thereto, and other documents in connection  therewith,  and to make
any  applicable  state  securities  law or blue sky filings,  granting unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  or  necessary to be done to enable Lone Star
Steakhouse & Saloon, Inc. to comply with the provisions of the Securities Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

      SIGNATURE                    TITLE                         DATE
      ---------                    -----                         ----

/S/ JAMIE B. COULTER       Chairman of the Board and Chief     June 16, 1999
------------------------   Executive Officer
Jamie B. Coulter

/S/ JOHN D. WHITE          Executive President, Chief          June 16, 1999
------------------------   Financial Officer and
John D. White              (Principal Accounting Officer),
                           Treasurer and Director

                                II-11
/S/ MICHAEL ARCHER         Chief Operating Officer -- Del      June 16, 1999
-------------------------  Frisco's/Sullivan's and
Michael Archer             Director

/S/ CLARK R. MANDIGO       Director                            June 16, 1999
------------------------
Clark R. Mandigo

/S/ FRED B. CHANEY         Director                            June 16, 1999
------------------------
Fred B. Chaney

/S/ WILLIAM H. TILLEY      Director                            June 16, 1999
--------------------------
William H. Tilley

                                      II-12
THE  1992  INCENTIVE  AND  NON-QUALIFIED  STOCK  OPTION  PLAN.  Pursuant  to the
requirements  of the  Securities  Act of 1933,  the members of the Stock  Option
Committee  have duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Wichita,
State of Kansas, on June 16, 1999.

                                                        /S/ FRED B. CHANEY
                                                  ------------------------------
                                                            Fred B. Chaney

                                                       /S/ CLARK R. MANDIGO
                                                  ------------------------------
                                                           Clark R. Mandigo

                                      II-13