<PAGE>

  As filed with the Securities and Exchange Commission on _______________, 1996

                                                  Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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


                                  BUFFETS, INC.
             (Exact name of registrant as specified in its charter)

          MINNESOTA                                              41-1462294
(State of other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         10260 VIKING DRIVE                                        55344
       EDEN PRAIRIE, MINNESOTA                                   (Zip Code)
(Address of Principal Executive Offices)

                              HOMETOWN BUFFET, INC.
                            1991 STOCK INCENTIVE PLAN
                                       AND
                    NONSTATUTORY STOCK OPTION AGREEMENTS WITH
     C. DENNIS SCOTT, NEAL L. WICHARD, CHRISTIAN F. HORN AND JEROME POLLOCK
     ----------------------------------------------------------------------
                            (Full title of the plan)


ROE H. HATLEN, CHAIRMAN                                COPY TO:
     BUFFETS, INC.                                DOUGLAS P. LONG
  10260 VIKING DRIVE                            FAEGRE & BENSON LLP
EDEN PRAIRIE, MN 55344                          2200 NORWEST CENTER
 (Name and address of                         90 SOUTH SEVENTH STREET
  agent for service)                           MINNEAPOLIS, MN 55402

                                 (612) 942-9760
          (Telephone number, including area code, of agent for service)

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
                                          Proposed            Proposed
Title of Securities   Amount to be     Maximum Offering        Maximum            Amount of
 to be Registered      Registered      Price Per Share   Aggregate Offering   Registration Fee
                                                                Price
-----------------------------------------------------------------------------------------------
<S>                  <C>               <C>              <C>                   <C>
Common Stock,        1,793,679 (1)
$0.01 par value         Shares              $(2)           $13,435,273.62

Common Stock,           35,099
$0.01 par value         Shares             $1.71               $60,019.29

Common Stock,           4,387
$0.01 par value        Shares              $5.13               $22,505.31

Common Stock,          11,700
$0.01 par value        Shares              $9.19              $107,523.00

Common Stock,          46,800
$0.01 par value        Shares              $9.62              $450,216.00

Common Stock,           2,808
$0.01 par value        Shares             $11.32               $31,786.56
-----------------------------------------------------------------------------------------------
  TOTAL             1,894,473 Shares                       $14,107,323.78           $4,274.95
-----------------------------------------------------------------------------------------------
</TABLE>

     (1)  Maximum number of shares available upon exercise of options issued
under the HomeTown Buffet, Inc. 1991 Stock Incentive Plan.  No further options
will be issued under the Plan.

     (2)  Prices range from $1.23 to $13.52 per share, with an average of $7.49
per share.

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


                                        2

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are, as of their respective dates, incorporated
by reference in this Registration Statement:

     (a)  The Annual Report on Form 10-K of Buffets, Inc. (the "Company") for
the fiscal year ended January 3, 1996 (which incorporates by reference certain
portions of the Company's 1995 Annual Report to Shareholders, including
financial statements and accompanying information, and certain portions of the
Company's definitive proxy statement for the Company's 1996 Annual Meeting of
Shareholders);

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above; and

     (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 27, 1986 and Amendment
No. 1 thereto dated May 11, 1992, and the Company's Registration Statement on
Form 8-A dated October 30, 1995, which contains a description of the related
Rights to Purchase Preferred Shares, together with any amendments or reports
filed for the purpose of updating such descriptions.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of such documents.

     Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


                                      II-1

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 4.01 of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required or
permitted by Minnesota Statutes or by other provisions of law.  Section 302A.521
of the Minnesota Statutes provides in substance that, unless prohibited or
limited by its articles of incorporation or by-laws, a corporation must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his or her capacity as an officer or director against
judgments, penalties, fines, settlements and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding, if certain criteria are met.  These criteria, all of which must
be met by the person seeking indemnification, are: (a) that such person has not
been indemnified by another organization for the same judgments, penalties,
fines, settlements and expenses; (b) that such person must have acted in good
faith; (c) that no improper personal benefit was obtained by such person and
that, if applicable, certain statutory conflict of interest provisions have been
satisfied; (d) that, in the case of a criminal proceeding,  such person had no
reasonable cause to believe that the conduct was unlawful; and (e) that such
person acted in a manner he or she reasonably believed was in the best interests
of the corporation or, in certain limited circumstances, not opposed to the best
interests of the corporation.  The determination as to eligibility for
indemnification is made by the members of the corporation's board of directors,
or a committee thereof, who are at the time not parties to the proceedings under
consideration, by special legal counsel, by the shareholders who are not parties
to the proceedings or by a court.

     Article VIII of the Company's Amended and Restated Articles of
Incorporation provides that a director shall not be liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as director,
except: (i) for any breach of the director's duty of loyalty to the Company or
its shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for dividends, stock
repurchases and other distributions made in violation of Minnesota law or for
violations of the Minnesota securities laws; (iv) for any transaction from which
the director derived an improper personal benefit; or (v) for any act or
omission occurring prior to the effective date of the provision in the Company's
Amended and Restated Articles of Incorporation limiting such liability.  Article
VIII does not affect the availability of equitable remedies, such as an action
to enjoin or rescind a transaction involving a breach of fiduciary duty,
although, as a practical matter, equitable relief may not be available.  Article
VIII also does not limit the liability of directors for violations of, or
relieve them from the necessity of complying with, the federal securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


                                      II-2

<PAGE>

ITEM 8.  EXHIBITS.

     Exhibit
     -------

     4.1       Composite Amended and Restated Articles of Incorporation of the
               Company (incorporated by reference to Exhibit 4.1 to the
               Company's Registration Statement on Form S-3, File No. 33-63694).

     4.2       By-Laws of the Company (incorporated by reference to Exhibit
               3(b) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 29, 1993).

     4.3       Form of Rights Agreement, dated as of October 24, 1995, by
               and between the Company and American Stock Transfer and
               Trust Company (incorporated by reference to Exhibit 1 to the
               Company's Current Report on Form 8-K dated October 24,
               1995).

     4.4       Second Amended and Restated Credit Agreement by and between
               the Company and First Bank National Association dated as of
               April 30, 1996 (incorporated by reference to Exhibit 10.1 to
               the Company's Quarterly Report on Form 10-Q for the quarter
               ended April 24, 1996).

     4.5       Amendment No. 1 dated as of September 20, 1996 to Second Amended
               and Restated Credit Agreement by and between the Company and
               First Bank National Association (incorporated by reference to
               Exhibit 4.5 to the Company's Registration Statement on Form 8-A,
               dated November 8, 1996).
                     
     4.6       Indenture dated as of November 27, 1995 related to 7% Convertible
               Subordinated Notes of HomeTown Buffet, Inc. due December 1, 2002
               (incorporated by reference to Exhibit 4.6 to the Company's
               Registration Statement on Form 8-A, dated November 8, 1996).

     4.7       First Supplemental Indenture dated as of September 20, 1996 among
               the Company, HomeTown and Wells Fargo Bank, N.A. (incorporated by
               reference to Exhibit 4.7 to the Company's Registration Statement
               on Form 8-A, dated November 8, 1996).

     5         Opinion of Faegre & Benson LLP.

     23.1      Consent of Faegre & Benson LLP (included in Exhibit 5).

     23.2      Consent of Independent Auditors.


                                      II-3

<PAGE>

     24        Powers of Attorney (included with signatures to this Registration
               Statement).

     99.1      HomeTown Buffet, Inc. 1991 Stock Incentive Plan.

     99.2      Form of Nonstatutory Stock Option Agreement.


                                      II-4

<PAGE>

ITEM 9.  UNDERTAKINGS.

     A.  The Company hereby undertakes:

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

               (a)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");

               (b)  To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

               (c)  To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

PROVIDED, however, that paragraphs (A)(1)(a) and (A)(1)(b) shall 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 Company pursuant to
Sections 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     B.  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Sections 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to the initial BONA
FIDE offering thereof.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company  pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or


                                      II-5

<PAGE>

controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act, and will be governed by the final adjudication of such issue.


                                      II-6

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Minneapolis, State of Minnesota, on November 7, 1996.


                                        BUFFETS, INC.


                                        By: /s/ Roe H. Hatlen
                                           -------------------------------------
                                            Roe H. Hatlen
                                            Chairman and Chief Executive Officer

          Each of the undersigned officers and directors of Buffets, Inc. hereby
appoints Roe H. Hatlen and Clark C. Grant, and each of them (with full power to
act alone), as attorneys and agents for the undersigned, with full power of
substitution, for and in the name, place, and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, any and all amendments (including post-effective amendments)
and exhibits to this Registration Statement and any and all applications,
instruments, or documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.


                                      II-7

<PAGE>

          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 dates indicated.

SIGNATURE                CAPACITY                             DATE
---------                --------                             ----

/s/ Roe H. Hatlen          Chairman, Chief Executive           November 7, 1996
-------------------        Officer and Director (Principal     ----------------
Roe H. Hatlen              Executive Officer)



/s/ Clark C. Grant         Executive Vice President of         November 7, 1996
---------------------      Finance and Admnistration and       ----------------
Clark C. Grant             Treasurer (Principal Financial
                           Officer)



/s/ Marguerite C. Nesset   Vice President of Accounting and    November 7, 1996
------------------------   Controller (Principal               ----------------
Marguerite C. Nesset       Accounting Officer)



                           Director                                      , 1996
-----------------------                                        ----------------
Walter R. Barry, Jr.



/s/ Dr. Christian F. Horn  Director                            November 7, 1996
-------------------------                                      ----------------
Dr. Christian F. Horn



/s/ Raymond A. Lipkin      Director                            November 7, 1996
---------------------                                          ----------------
Raymond A. Lipkin


/s/ Alan S. McDowell       Director                            November 7, 1996
---------------------                                          ----------------
Alan S. McDowell



/s/ C. Dennis Scott        Director                            November 7, 1996
---------------------                                          ----------------
C. Dennis Scott



/s/ David Michael Winton   Director                            November 7, 1996
------------------------                                       ----------------
David Michael Winton


                                      II-8

<PAGE>

                                INDEX TO EXHIBITS

Exhibit

4.1  Composite Amended and Restated Articles of
     Incorporation of the  Company (incorporated
     by reference to Exhibit 4.1 to the Company's
     Registration Statement on Form S-3, File No. 33-
     63694). . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.2  By-Laws of the Company (incorporated by reference
     to Exhibit 3(b) to the Company's Annual Report on
     Form 10-K for the fiscal year ended December 29,
     1993) . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.3  Form of Rights Agreement, dated as of October 24,
     1995, by and between the Company and American
     Stock Transfer and Trust Company (incorporated
     by reference to Exhibit 1 to the Company's
     Current Report on Form 8-K dated October 24,
     1995) . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.4  Second Amended and Restated Credit Agreement by
     and between the Company and First Bank National
     Association dated as of April 30, 1996
     (incorporated by reference to Exhibit 10.1 to
     the Company's Quarterly Report on Form 10-Q for
     the quarter ended April 24, 1996) . . . . . . . . Incorporated by reference

4.5  Amendment No. 1 dated as of September 20, 1996
     to Second Amended and Restated Credit Agreement
     by and between the Company and First Bank
     National Association (incorporated by reference
     to Exhibit 4.5 to the Company's Registration
     Statement on Form 8-A, dated November 8, 
     1996) . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.6  Indenture dated as of November 27, 1995 related
     to 7% Convertible Subordinated Notes of HomeTown
     Buffet, Inc. due December 1, 2002 (incorporated
     by reference to Exhibit 4.6 to the Company's
     Registration Statement on Form 8-A, dated
     November 8, 1996) . . . . . . . . . . . . . . . . Incorporated by reference

4.7  First Supplemental Indenture dated as of
     September 20, 1996 among the Company, HomeTown
     and Wells Fargo Bank, N.A (incorporated by
     reference to Exhibit 4.7 to the Company's
     Registration Statement on Form 8-A, dated
     November 8, 1996) . . . . . . . . . . . . . . . . Incorporated by reference

  5  Opinion of Faegre & Benson Professional Limited
     Liability Partnership . . . . . . . . . . . . . . . . .Filed Electronically


                                      II-9

<PAGE>

23.1 Consent of Faegre & Benson Professional Limited
     Liability Partnership (included in Exhibit 5)

23.2 Consent of Independent Auditors . . . . . . . . . . . .Filed Electronically

24   Powers of Attorney (included with signatures to this
     Registration Statement)

99.1 HomeTown Buffet, Inc. 1991 Stock Incentive Plan . . . .Filed Electronically

99.2 Form of Nonstatutory Stock Option Agreement . . . . . .Filed Electronically


                                      II-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23324}]
{"company-data": {"conformed-name": "BUFFETS INC", "cik": "0000750274", "assigned-sic": "5812", "irs-number": "411462294", "state-of-incorporation": "MN", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15857", "film-number": "96657473"}, "business-address": {"street1": "10260 VIKING DR STE 100", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "6129429760"}, "mail-address": {"street2": "10260 VIKING DRIVE SUITE 100", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}}
As filed with the Securities and Exchange Commission on _______________, 1996

                                                  Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                  BUFFETS, INC.
             (Exact name of registrant as specified in its charter)

          MINNESOTA                                              41-1462294
(State of other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         10260 VIKING DRIVE                                        55344
       EDEN PRAIRIE, MINNESOTA                                   (Zip Code)
(Address of Principal Executive Offices)

                              HOMETOWN BUFFET, INC.
                            1991 STOCK INCENTIVE PLAN
                                       AND
                    NONSTATUTORY STOCK OPTION AGREEMENTS WITH
     C. DENNIS SCOTT, NEAL L. WICHARD, CHRISTIAN F. HORN AND JEROME POLLOCK
     ----------------------------------------------------------------------
                            (Full title of the plan)

ROE H. HATLEN, CHAIRMAN                                COPY TO:
     BUFFETS, INC.                                DOUGLAS P. LONG
  10260 VIKING DRIVE                            FAEGRE & BENSON LLP
EDEN PRAIRIE, MN 55344                          2200 NORWEST CENTER
 (Name and address of                         90 SOUTH SEVENTH STREET
  agent for service)                           MINNEAPOLIS, MN 55402

                                 (612) 942-9760
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
                                          Proposed            Proposed
Title of Securities   Amount to be     Maximum Offering        Maximum            Amount of
 to be Registered      Registered      Price Per Share   Aggregate Offering   Registration Fee
                                                                Price
-----------------------------------------------------------------------------------------------
Common Stock,        1,793,679 (1)
$0.01 par value         Shares              $(2)           $13,435,273.62

Common Stock,           35,099
$0.01 par value         Shares             $1.71               $60,019.29

Common Stock,           4,387
$0.01 par value        Shares              $5.13               $22,505.31

Common Stock,          11,700
$0.01 par value        Shares              $9.19              $107,523.00

Common Stock,          46,800
$0.01 par value        Shares              $9.62              $450,216.00

Common Stock,           2,808
$0.01 par value        Shares             $11.32               $31,786.56
-----------------------------------------------------------------------------------------------
  TOTAL             1,894,473 Shares                       $14,107,323.78           $4,274.95
-----------------------------------------------------------------------------------------------
(1)  Maximum number of shares available upon exercise of options issued
under the HomeTown Buffet, Inc. 1991 Stock Incentive Plan.  No further options
will be issued under the Plan.

     (2)  Prices range from $1.23 to $13.52 per share, with an average of $7.49
per share.

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

                                        2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are, as of their respective dates, incorporated
by reference in this Registration Statement:

     (a)  The Annual Report on Form 10-K of Buffets, Inc. (the "Company") for
the fiscal year ended January 3, 1996 (which incorporates by reference certain
portions of the Company's 1995 Annual Report to Shareholders, including
financial statements and accompanying information, and certain portions of the
Company's definitive proxy statement for the Company's 1996 Annual Meeting of
Shareholders);

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above; and

     (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 27, 1986 and Amendment
No. 1 thereto dated May 11, 1992, and the Company's Registration Statement on
Form 8-A dated October 30, 1995, which contains a description of the related
Rights to Purchase Preferred Shares, together with any amendments or reports
filed for the purpose of updating such descriptions.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of such documents.

     Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

                                      II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 4.01 of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required or
permitted by Minnesota Statutes or by other provisions of law.  Section 302A.521
of the Minnesota Statutes provides in substance that, unless prohibited or
limited by its articles of incorporation or by-laws, a corporation must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his or her capacity as an officer or director against
judgments, penalties, fines, settlements and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding, if certain criteria are met.  These criteria, all of which must
be met by the person seeking indemnification, are: (a) that such person has not
been indemnified by another organization for the same judgments, penalties,
fines, settlements and expenses; (b) that such person must have acted in good
faith; (c) that no improper personal benefit was obtained by such person and
that, if applicable, certain statutory conflict of interest provisions have been
satisfied; (d) that, in the case of a criminal proceeding,  such person had no
reasonable cause to believe that the conduct was unlawful; and (e) that such
person acted in a manner he or she reasonably believed was in the best interests
of the corporation or, in certain limited circumstances, not opposed to the best
interests of the corporation.  The determination as to eligibility for
indemnification is made by the members of the corporation's board of directors,
or a committee thereof, who are at the time not parties to the proceedings under
consideration, by special legal counsel, by the shareholders who are not parties
to the proceedings or by a court.

     Article VIII of the Company's Amended and Restated Articles of
Incorporation provides that a director shall not be liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as director,
except: (i) for any breach of the director's duty of loyalty to the Company or
its shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for dividends, stock
repurchases and other distributions made in violation of Minnesota law or for
violations of the Minnesota securities laws; (iv) for any transaction from which
the director derived an improper personal benefit; or (v) for any act or
omission occurring prior to the effective date of the provision in the Company's
Amended and Restated Articles of Incorporation limiting such liability.  Article
VIII does not affect the availability of equitable remedies, such as an action
to enjoin or rescind a transaction involving a breach of fiduciary duty,
although, as a practical matter, equitable relief may not be available.  Article
VIII also does not limit the liability of directors for violations of, or
relieve them from the necessity of complying with, the federal securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                      II-2
ITEM 8.  EXHIBITS.

     Exhibit
     -------

     4.1       Composite Amended and Restated Articles of Incorporation of the
               Company (incorporated by reference to Exhibit 4.1 to the
               Company's Registration Statement on Form S-3, File No. 33-63694).

     4.2       By-Laws of the Company (incorporated by reference to Exhibit
               3(b) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 29, 1993).

     4.3       Form of Rights Agreement, dated as of October 24, 1995, by
               and between the Company and American Stock Transfer and
               Trust Company (incorporated by reference to Exhibit 1 to the
               Company's Current Report on Form 8-K dated October 24,
               1995).

     4.4       Second Amended and Restated Credit Agreement by and between
               the Company and First Bank National Association dated as of
               April 30, 1996 (incorporated by reference to Exhibit 10.1 to
               the Company's Quarterly Report on Form 10-Q for the quarter
               ended April 24, 1996).

     4.5       Amendment No. 1 dated as of September 20, 1996 to Second Amended
               and Restated Credit Agreement by and between the Company and
               First Bank National Association (incorporated by reference to
               Exhibit 4.5 to the Company's Registration Statement on Form 8-A,
               dated November 8, 1996).
                     
     4.6       Indenture dated as of November 27, 1995 related to 7% Convertible
               Subordinated Notes of HomeTown Buffet, Inc. due December 1, 2002
               (incorporated by reference to Exhibit 4.6 to the Company's
               Registration Statement on Form 8-A, dated November 8, 1996).

     4.7       First Supplemental Indenture dated as of September 20, 1996 among
               the Company, HomeTown and Wells Fargo Bank, N.A. (incorporated by
               reference to Exhibit 4.7 to the Company's Registration Statement
               on Form 8-A, dated November 8, 1996).

     5         Opinion of Faegre & Benson LLP.

     23.1      Consent of Faegre & Benson LLP (included in Exhibit 5).

     23.2      Consent of Independent Auditors.

                                      II-3
24        Powers of Attorney (included with signatures to this Registration
               Statement).

     99.1      HomeTown Buffet, Inc. 1991 Stock Incentive Plan.

     99.2      Form of Nonstatutory Stock Option Agreement.

                                      II-4
ITEM 9.  UNDERTAKINGS.

     A.  The Company hereby undertakes:

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

               (a)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");

               (b)  To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

               (c)  To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

PROVIDED, however, that paragraphs (A)(1)(a) and (A)(1)(b) shall 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 Company pursuant to
Sections 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     B.  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Sections 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to the initial BONA
FIDE offering thereof.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company  pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or

                                      II-5
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act, and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Minneapolis, State of Minnesota, on November 7, 1996.

                                        BUFFETS, INC.

                                        By: /s/ Roe H. Hatlen
                                           -------------------------------------
                                            Roe H. Hatlen
                                            Chairman and Chief Executive Officer

          Each of the undersigned officers and directors of Buffets, Inc. hereby
appoints Roe H. Hatlen and Clark C. Grant, and each of them (with full power to
act alone), as attorneys and agents for the undersigned, with full power of
substitution, for and in the name, place, and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, any and all amendments (including post-effective amendments)
and exhibits to this Registration Statement and any and all applications,
instruments, or documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.

                                      II-7
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 dates indicated.

SIGNATURE                CAPACITY                             DATE
---------                --------                             ----

/s/ Roe H. Hatlen          Chairman, Chief Executive           November 7, 1996
-------------------        Officer and Director (Principal     ----------------
Roe H. Hatlen              Executive Officer)

/s/ Clark C. Grant         Executive Vice President of         November 7, 1996
---------------------      Finance and Admnistration and       ----------------
Clark C. Grant             Treasurer (Principal Financial
                           Officer)

/s/ Marguerite C. Nesset   Vice President of Accounting and    November 7, 1996
------------------------   Controller (Principal               ----------------
Marguerite C. Nesset       Accounting Officer)

                           Director                                      , 1996
-----------------------                                        ----------------
Walter R. Barry, Jr.

/s/ Dr. Christian F. Horn  Director                            November 7, 1996
-------------------------                                      ----------------
Dr. Christian F. Horn

/s/ Raymond A. Lipkin      Director                            November 7, 1996
---------------------                                          ----------------
Raymond A. Lipkin

/s/ Alan S. McDowell       Director                            November 7, 1996
---------------------                                          ----------------
Alan S. McDowell

/s/ C. Dennis Scott        Director                            November 7, 1996
---------------------                                          ----------------
C. Dennis Scott

/s/ David Michael Winton   Director                            November 7, 1996
------------------------                                       ----------------
David Michael Winton

                                      II-8
INDEX TO EXHIBITS

Exhibit

4.1  Composite Amended and Restated Articles of
     Incorporation of the  Company (incorporated
     by reference to Exhibit 4.1 to the Company's
     Registration Statement on Form S-3, File No. 33-
     63694). . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.2  By-Laws of the Company (incorporated by reference
     to Exhibit 3(b) to the Company's Annual Report on
     Form 10-K for the fiscal year ended December 29,
     1993) . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.3  Form of Rights Agreement, dated as of October 24,
     1995, by and between the Company and American
     Stock Transfer and Trust Company (incorporated
     by reference to Exhibit 1 to the Company's
     Current Report on Form 8-K dated October 24,
     1995) . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.4  Second Amended and Restated Credit Agreement by
     and between the Company and First Bank National
     Association dated as of April 30, 1996
     (incorporated by reference to Exhibit 10.1 to
     the Company's Quarterly Report on Form 10-Q for
     the quarter ended April 24, 1996) . . . . . . . . Incorporated by reference

4.5  Amendment No. 1 dated as of September 20, 1996
     to Second Amended and Restated Credit Agreement
     by and between the Company and First Bank
     National Association (incorporated by reference
     to Exhibit 4.5 to the Company's Registration
     Statement on Form 8-A, dated November 8, 
     1996) . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference

4.6  Indenture dated as of November 27, 1995 related
     to 7% Convertible Subordinated Notes of HomeTown
     Buffet, Inc. due December 1, 2002 (incorporated
     by reference to Exhibit 4.6 to the Company's
     Registration Statement on Form 8-A, dated
     November 8, 1996) . . . . . . . . . . . . . . . . Incorporated by reference

4.7  First Supplemental Indenture dated as of
     September 20, 1996 among the Company, HomeTown
     and Wells Fargo Bank, N.A (incorporated by
     reference to Exhibit 4.7 to the Company's
     Registration Statement on Form 8-A, dated
     November 8, 1996) . . . . . . . . . . . . . . . . Incorporated by reference

  5  Opinion of Faegre & Benson Professional Limited
     Liability Partnership . . . . . . . . . . . . . . . . .Filed Electronically

                                      II-9
23.1 Consent of Faegre & Benson Professional Limited
     Liability Partnership (included in Exhibit 5)

23.2 Consent of Independent Auditors . . . . . . . . . . . .Filed Electronically

24   Powers of Attorney (included with signatures to this
     Registration Statement)

99.1 HomeTown Buffet, Inc. 1991 Stock Incentive Plan . . . .Filed Electronically

99.2 Form of Nonstatutory Stock Option Agreement . . . . . .Filed Electronically

                                      II-10