Registration No. _____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                            The Steak n Shake Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                  Indiana                             37-0684070
        -------------------------------            -----------------
        (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)             Identification No.)

                              500 Century Building
                          36 South Pennsylvania Street
                             Indianapolis, IN 46204
                    (Address of Principal Executive Offices)

           The Steak n Shake Company 1992 Employee Stock Purchase Plan
           -----------------------------------------------------------
                            (Full title of the plan)

                             Mary E. Ham, Secretary
                            The Steak n Shake Company
                          36 South Pennsylvania Street
                           Indianapolis, Indiana 46204
                     ---------- ----------------------------
                     (Name and address of agent for service)

                                 (317) 633-4100
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               Stephen J. Hackman
                                   Ice Miller
                         One American Square, Box 82001
                           Indianapolis, Indiana 46282


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                             Proposed           Proposed maximum
Title of securities     Amount to be     maximum offering      aggregate offering       Amount of
   To registered       Registered (1)    price per unit (2)         price (2)        registration fee
------------------------------------------------------------------------------------------------------

<C>                    <C>                    <C>                 <C>                 <C>
Common Stock,
$0.50 Stated Value     500,000 shares         $14.17              $7,085,000          $651.82

Preferred Stock
Purchase Rights        500,000 rights         (3)                 (3)                 (3)

<FN>
(1)  These are additional  securities of the same class,  to be offered  pursuant to the same employee
     benefit plan as those registered  pursuant to Registration Nos. 33-63344 and 333-53447.  Pursuant
     to General  Instruction E of Form S-8, this  registration  statement  covers only the  additional
     shares being registered.

(2)  The registration  fee has been calculated  pursuant to Rule 457(c) and (h) based upon the average
     of the high and low prices reported for the Common Stock on May 17, 2002.

(3)  Any value  attributable to the Preferred Stock Purchase Rights is reflected
     in the value of the Common Stock.
</FN>
</TABLE>
<PAGE>
                      INFORMATION INCORPORATED BY REFERENCE


     The contents of the registrant's  Registration Statements on Form S-8, File
Nos. 33-63344, and 333-53447,  heretofore filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,  are incorporated
herein by reference.

     The  registrant  also  incorporates  by reference  the  description  of the
Company's  preferred  stock  purchase  rights  set  forth  in  the  Registration
Statement on Form 8-A filed on May 17, 2001;  including  any amendment or report
filed with the  Securities  and Exchange  Commission for the purpose of updating
that description.


                                   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 Indianapolis, State of Indiana, on May 15, 2002.


                            THE STEAK N SHAKE COMPANY


                            By:  /s/ Mary E. Ham
                                 -----------------------------------------------
                                 Mary E. Ham, Secretary



                                POWER OF ATTORNEY
                                -----------------

     Know all men by these presents,  that each person whose  signature  appears
below constitutes and appoints James W. Bear and Mary E. Ham, and each or any of
them   (with   full   power  to  act   alone),   his  or  her  true  and  lawful
attorneys-in-fact   and   agents   with   full   power   of   substitution   and
re-substitution,  for him or her and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto those  attorneys-in-fact  and agents  full  power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying  and   confirming   all  that  those
attorneys-in-fact  and agents, or their substitutes,  may do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 15, 2002.



/s/ E. W. Kelley
----------------------------------  Chairman and Director
E. W. Kelley


                                     - 2 -
<PAGE>


/s/ Alan B. Gilman
----------------------------------  President (Chief Executive Officer)
Alan B. Gilman                        and Director


/s/ James W. Bear
----------------------------------  Senior Vice President and Chief Financial
James W. Bear                         Officer


/s/ John E. Hiatt
----------------------------------  Vice President, Controller (Principal
John E. Hiatt                         Accounting Officer)


/s/ S. Sue Aramian
----------------------------------  Vice Chairwoman and Director
S. Sue Aramian


/s/ Stephen Goldsmith
----------------------------------  Director
Stephen Goldsmith


/s/ Charles E. Lanham
----------------------------------  Director
Charles E. Lanham


/s/ J. Fred Risk
----------------------------------  Director
J. Fred Risk


/s/ John W. Ryan
----------------------------------  Director
John W. Ryan


/s/ James Williamson, Jr.
----------------------------------  Director
James Williamson, Jr.


Pursuant to the  requirements  of the Securities Act of 1933, the Stock Purchase
Committee has duly caused this Registration Statement to be signed on its behalf
by the undersigned,  thereunto duly authorized in the City of  Indianapolis,  on
May 15, 2002.

                                    THE STEAK N SHAKE COMPANY
                                    EMPLOYEE STOCK PURCHASE COMMITTEE



                                    By:  /s/ J. Fred Risk
                                         ---------------------------------------
                                         J. Fred Risk
                                         Chairman, Stock Purchase Committee


                                     - 3 -
<PAGE>

                            THE STEAK N SHAKE COMPANY
                                    Form S-8

                                INDEX TO EXHIBITS

Exhibit Number
 Assigned in
Regulation S-K
  Item 601                            Description of Exhibit
--------------                        ----------------------

  (4)    4.01       Specimen  certificate  for Common Stock of The Steak n Shake
                    Company    (formerly    Consolidated    Products,     Inc.).
                    (Incorporated   by   reference   to  Exhibit   4.01  to  the
                    Registrant's  Form 10-Q Report for the fiscal  quarter ended
                    April 11, 2001.)

         4.02       Note   Purchase   Agreement  by  and  between   Consolidated
                    Products,  Inc.  and The  Prudential  Insurance  Company  of
                    America   dated  as  of   September   27,  1995  related  to
                    $39,250,000   senior  note   agreement   and  private  shelf
                    facility.  (Incorporated by reference to Exhibit 4.01 to the
                    Registrant's Form 8-K Report dated September 26, 1995.)

         4.03       Amendment to Note  Purchase and Private  Shelf  Agreement by
                    and between Consolidated  Products,  Inc. and The Prudential
                    Insurance  Company  of  America  dated as of April 21,  1999
                    related  to  senior   note  and  private   shelf   facility.
                    (Incorporated   by   reference   to  Exhibit   4.10  to  the
                    Registrant's  Form 10-Q Report for the fiscal  quarter ended
                    April 14, 1999.)

         4.04       Rights  Agreement dated as of May 16, 2001 between The Steak
                    n Shake Company and Computershare Investor Services, LLC, as
                    Rights Agent.  (Incorporated by reference to Exhibit 4.01 to
                    The Steak n Shake  Company's  Form 8-K Report  filed May 17,
                    2001.)

  (5)    5.01       Opinion of Ice Miller

  (15)              Not applicable

  (23)  23.01       Consent of Ernst & Young

        23.02       Consent of Ice Miller (Included in Exhibit 5.01)

  (24)              Power of Attorney (See Signature Page)

  (99)              Not applicable


                                     - 4 -
[{"type": "S-8", "sequence": "1", "filename": "steaknshakes81.txt", "description": "STEAK N SHAKE 1992 ESPP", "secsgml_size_bytes": 10384}]
{"company-data": {"conformed-name": "STEAK & SHAKE CO", "cik": "0000093859", "assigned-sic": "5812", "irs-number": "370684070", "state-of-incorporation": "IN", "fiscal-year-end": "0927"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88668", "film-number": "02657728"}, "business-address": {"street1": "36 S PENNSYLVANIA ST", "street2": "CENTURY BLDG - 500", "city": "INDIANAPOLIS", "state": "IN", "zip": "46236", "phone": "3176334100"}, "mail-address": {"street1": "36 S PENNSYLVANIA ST", "street2": "CENTURY BLDG - 500", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}, "former-company": [{"former-conformed-name": "STEAK N SHAKE INC", "date-changed": "19840529"}, {"former-conformed-name": "CONSOLIDATED PRODUCTS INC /IN/", "date-changed": "19920703"}]}
Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            The Steak n Shake Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Indiana                             37-0684070
        -------------------------------            -----------------
        (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)             Identification No.)

                              500 Century Building
                          36 South Pennsylvania Street
                             Indianapolis, IN 46204
                    (Address of Principal Executive Offices)

           The Steak n Shake Company 1992 Employee Stock Purchase Plan
           -----------------------------------------------------------
                            (Full title of the plan)

                             Mary E. Ham, Secretary
                            The Steak n Shake Company
                          36 South Pennsylvania Street
                           Indianapolis, Indiana 46204
                     ---------- ----------------------------
                     (Name and address of agent for service)

                                 (317) 633-4100
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               Stephen J. Hackman
                                   Ice Miller
                         One American Square, Box 82001
                           Indianapolis, Indiana 46282
------------------------------------------------------------------------------------------------------
                                             Proposed           Proposed maximum
Title of securities     Amount to be     maximum offering      aggregate offering       Amount of
   To registered       Registered (1)    price per unit (2)         price (2)        registration fee
------------------------------------------------------------------------------------------------------
Common Stock,
$0.50 Stated Value     500,000 shares         $14.17              $7,085,000          $651.82

Preferred Stock
Purchase Rights        500,000 rights         (3)                 (3)                 (3)
(1)  These are additional  securities of the same class,  to be offered  pursuant to the same employee
     benefit plan as those registered  pursuant to Registration Nos. 33-63344 and 333-53447.  Pursuant
     to General  Instruction E of Form S-8, this  registration  statement  covers only the  additional
     shares being registered.

(2)  The registration  fee has been calculated  pursuant to Rule 457(c) and (h) based upon the average
     of the high and low prices reported for the Common Stock on May 17, 2002.

(3)  Any value  attributable to the Preferred Stock Purchase Rights is reflected
     in the value of the Common Stock.
INFORMATION INCORPORATED BY REFERENCE

     The contents of the registrant's  Registration Statements on Form S-8, File
Nos. 33-63344, and 333-53447,  heretofore filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,  are incorporated
herein by reference.

     The  registrant  also  incorporates  by reference  the  description  of the
Company's  preferred  stock  purchase  rights  set  forth  in  the  Registration
Statement on Form 8-A filed on May 17, 2001;  including  any amendment or report
filed with the  Securities  and Exchange  Commission for the purpose of updating
that description.

                                   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 Indianapolis, State of Indiana, on May 15, 2002.

                            THE STEAK N SHAKE COMPANY

                            By:  /s/ Mary E. Ham
                                 -----------------------------------------------
                                 Mary E. Ham, Secretary

                                POWER OF ATTORNEY
                                -----------------

     Know all men by these presents,  that each person whose  signature  appears
below constitutes and appoints James W. Bear and Mary E. Ham, and each or any of
them   (with   full   power  to  act   alone),   his  or  her  true  and  lawful
attorneys-in-fact   and   agents   with   full   power   of   substitution   and
re-substitution,  for him or her and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto those  attorneys-in-fact  and agents  full  power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying  and   confirming   all  that  those
attorneys-in-fact  and agents, or their substitutes,  may do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 15, 2002.

/s/ E. W. Kelley
----------------------------------  Chairman and Director
E. W. Kelley

                                     - 2 -
/s/ Alan B. Gilman
----------------------------------  President (Chief Executive Officer)
Alan B. Gilman                        and Director

/s/ James W. Bear
----------------------------------  Senior Vice President and Chief Financial
James W. Bear                         Officer

/s/ John E. Hiatt
----------------------------------  Vice President, Controller (Principal
John E. Hiatt                         Accounting Officer)

/s/ S. Sue Aramian
----------------------------------  Vice Chairwoman and Director
S. Sue Aramian

/s/ Stephen Goldsmith
----------------------------------  Director
Stephen Goldsmith

/s/ Charles E. Lanham
----------------------------------  Director
Charles E. Lanham

/s/ J. Fred Risk
----------------------------------  Director
J. Fred Risk

/s/ John W. Ryan
----------------------------------  Director
John W. Ryan

/s/ James Williamson, Jr.
----------------------------------  Director
James Williamson, Jr.

Pursuant to the  requirements  of the Securities Act of 1933, the Stock Purchase
Committee has duly caused this Registration Statement to be signed on its behalf
by the undersigned,  thereunto duly authorized in the City of  Indianapolis,  on
May 15, 2002.

                                    THE STEAK N SHAKE COMPANY
                                    EMPLOYEE STOCK PURCHASE COMMITTEE

                                    By:  /s/ J. Fred Risk
                                         ---------------------------------------
                                         J. Fred Risk
                                         Chairman, Stock Purchase Committee

                                     - 3 -
THE STEAK N SHAKE COMPANY
                                    Form S-8

                                INDEX TO EXHIBITS

Exhibit Number
 Assigned in
Regulation S-K
  Item 601                            Description of Exhibit
--------------                        ----------------------

  (4)    4.01       Specimen  certificate  for Common Stock of The Steak n Shake
                    Company    (formerly    Consolidated    Products,     Inc.).
                    (Incorporated   by   reference   to  Exhibit   4.01  to  the
                    Registrant's  Form 10-Q Report for the fiscal  quarter ended
                    April 11, 2001.)

         4.02       Note   Purchase   Agreement  by  and  between   Consolidated
                    Products,  Inc.  and The  Prudential  Insurance  Company  of
                    America   dated  as  of   September   27,  1995  related  to
                    $39,250,000   senior  note   agreement   and  private  shelf
                    facility.  (Incorporated by reference to Exhibit 4.01 to the
                    Registrant's Form 8-K Report dated September 26, 1995.)

         4.03       Amendment to Note  Purchase and Private  Shelf  Agreement by
                    and between Consolidated  Products,  Inc. and The Prudential
                    Insurance  Company  of  America  dated as of April 21,  1999
                    related  to  senior   note  and  private   shelf   facility.
                    (Incorporated   by   reference   to  Exhibit   4.10  to  the
                    Registrant's  Form 10-Q Report for the fiscal  quarter ended
                    April 14, 1999.)

         4.04       Rights  Agreement dated as of May 16, 2001 between The Steak
                    n Shake Company and Computershare Investor Services, LLC, as
                    Rights Agent.  (Incorporated by reference to Exhibit 4.01 to
                    The Steak n Shake  Company's  Form 8-K Report  filed May 17,
                    2001.)

  (5)    5.01       Opinion of Ice Miller

  (15)              Not applicable

  (23)  23.01       Consent of Ernst & Young

        23.02       Consent of Ice Miller (Included in Exhibit 5.01)

  (24)              Power of Attorney (See Signature Page)

  (99)              Not applicable

                                     - 4 -