As filed with the Securities and Exchange Commission on March 31, 2000
                                                         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                              67202
                  Wichita, Kansas                     (Zip Code)
         (Address of principal executive offices)

                          ---------------------------
                           Deferred Compensation Plan
                         Retirement (401-K) Savings Plan

                            (Full Title of the Plan)

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

                                Jamie B. Coulter,
                      Chairman and Chief Executive Officer
                           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.



<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                         Proposed               Proposed
                                                          maximum                maximum
       Title of                  Amount                  offering               aggregate               Amount of
      securities                  to be                    price                offering               registration
   to be registered            registered                per share                price                    fee
<S>                              <C>                      <C>                  <C>                      <C>
Common Stock
$.01 par value
(1)(2)                           100,000                  $8 7/8              $  887,500                $ 234.30
----------------------  -------------------------  ---------------------  ---------------------  ------------------------
Deferred
Compensation
Obligations (3)                                            100%               $2,500,000(4)             $ 660.00
======================  =========================  =====================  =====================  ========================
</TABLE>


(1)  There  are also  registered  hereby,  pursuant  to Rule 416 (c)  under  the
Securities Act of 1933, such  indeterminate  number of shares of Common Stock as
may become issuable by reason of the operation of the  anti-dilution  or certain
other provisions of the Deferred  Compensation  Plan and the Retirement  (401-K)
Savings Plan ("401-K Plan",  and together with the Deferred  Compensation  Plan,
the "Two Company Plans") of Lone Star Steakhouse & Saloon, Inc. (the "Company").

(2) Pursuant to Rule 457(g) and (h), the offering price for the shares which may
be issued  under the Two Company  Plans is  estimated  solely for the purpose of
determining the registration fee and is based on the average of the high and low
prices of the Company's Common Stock  $8 7/8  as reported by the Nasdaq National
Market on March 29, 2000.

(3) The Deferred Compensation Obligations being registered are general unsecured
obligations  of the  Company  to pay  deferred  compensation  in the  future  to
participating  members of a select group of management or other key employees in
accordance with the terms of the Deferred Compensation Plan.

(4) Estimated solely for purposes of determining the registration fee.

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

                                       -2-

<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended  (the  "Securities  Act").  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to  Rule  424 of the
Securities  Act. These  documents,  which include the statement of  availability
required by Item 2 of Form S-8, and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Form S-8 (part II hereof),
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.


                                     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 fiscal
         year ended December 28, 1999; and

                  (b) The description of the Company's  securities  contained in
         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.




<PAGE>
Item 4.           Description of Securities underlying the Deferred
                  Compensation Plan.

         The Deferred  Compensation  Plan was adopted by Lone Star  Steakhouse &
Saloon,  Inc.  (the  "Company")  as of  October  6, 1999 to  provide  additional
retirement  benefits  to a select  group of  management  or  certain  other  key
employees of the Company  designated  by the Committee of the Board of Directors
administering the Deferred  Compensation Plan who have an annualized base salary
plus estimated cash bonuses in excess of $70,000 or whose status is at the level
of District  Manager or higher (the "Key Employees") and to ensure the retention
of their  services.  Each  calendar  year,  every  Key  Employee  who  wishes to
participate   in  the  Deferred   Compensation   Plan  (each  a  "Key   Employee
Participant", collectively "Key Employee Participants") may irrevocably elect to
defer the  receipt of up to 20% of his or her  earnings  for any  calendar  year
during the term of his employment with the Company.

         The  Company has  established  a trust (the  "Trust")  with The Charles
Schwab Trust  Company as Trustee,  pursuant to a Trust  Agreement as a source of
funds to assist the Company in meeting its  obligations  to provide the benefits
of the Plan.  For each plan year,  the Company  shall  credit to a Key  Employee
Participant an amount equal to 50 cents for each dollar of  compensation  that a
Key Employee Participant has elected to defer.

         The  obligations  of the Company under the Deferred  Compensation  Plan
(the "Deferred Compensation Obligations") shall be general unsecured obligations
of the  Company to pay  deferred  compensation  from its  general  assets in the
future to Key Employee Participants.  The Deferred Compensation Obligations will
be  denominated  and payable in United  States  dollars and will rank pari passu
with other unsecured and  unsubordinated  indebtedness of the Company which from
time to time may be outstanding.

         No payment  under the  Deferred  Compensation  Plan shall be subject to
anticipation,  alienation, sale, transfer,  assignment,  pledge, encumbrance, or
charge,  voluntary  or  involuntary.  Any  attempt  to  dispose of any rights to
benefits payable under the Deferred Compensation Plan shall be void.

         The Deferred Compensation Obligations are not subject to redemption, in
whole or in part,  prior to the  individual  payment  dates  selected by the Key
Employee Participants.

         The  total  amount of the  Deferred  Compensation  Obligations  are not
determinable   because  the  amount  will  vary  depending  upon  the  level  of
participation  by Key Employees and the amounts of their earnings.  The duration
of the Deferred  Compensation Plan is indefinite and is subject to the Company's
termination.  The Deferred  Compensation  Obligations are not  convertible  into
another security of the Company. The Deferred Compensation  Obligations will not
have the  benefit  of a negative  pledge or any other  affirmative  or  negative
covenant  on the part of the  Company.  Each Key  Employee  Participant  will be
responsible for acting  independently  with respect to, among other things,  the
giving  of  notices,  responding  to  any  requests  for  consents,  waivers  or
amendments  pertaining  to  the  Deferred  Compensation  Obligations,  enforcing
covenants and taking action upon a default by the Company.



                                       -2-

<PAGE>

Item 5.  Interest of Named Experts and Counsel

         Steven Wolosky,  a member of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, the Company's  counsel in the preparation of this  registration  statement,
holds options to purchase 8,767 shares of Common Stock of the Company.


                                       -3-

<PAGE>
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,  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,   the
         Corporation shall indemnify any such person


                                       -4-

<PAGE>
         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.

                  (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


                                       -5-

<PAGE>
         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 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


                                       -6-

<PAGE>

         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 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


                                       -7-

<PAGE>

         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 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.


                                       -8-

<PAGE>

Item 8.  Exhibits

         4     -      Form of Deferred Compensation Plan.

         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 12).





                                       -9-

<PAGE>

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

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

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

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

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

                           provided, however, that paragraphs (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


                                      -10-

<PAGE>

                  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, 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.


                                      -11-

<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 29th day of
March 2000.

                                     LONE STAR STEAKHOUSE & SALOON, INC.
                                     (Registrant)

                                     /s/ Jamie B. Coulter
                                     -----------------------------------
                                     Jamie B. Coulter, Chairman
                                     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 and Chief Executive        March 29, 2000
-------------------------     Officer
Jamie B. Coulter



/s/ John D. White             Executive Vice President,           March 29, 2000
-------------------------     Treasurer and Director
John D. White



/s/ Randall H. Pierce         Chief Financial Officer and         March 29, 2000
-------------------------     Principal Accounting Officer
Randall H. Pierce



/s/ Clark R. Mandigo          Director                            March 29, 2000
-------------------------
Clark R. Mandigo





                                      -12-

<PAGE>




/s/ Fred B. Chaney            Director                            March 29, 2000
-------------------------
Fred B. Chaney



/s/ William B. Greene         Director                            March 29, 2000
-------------------------
William B. Greene




                                      -13-

<PAGE>


         The 2000  Deferred  Compensation  Plan and 401-K Plan.  Pursuant to the
requirements  of the  Securities Act of 1933, the trustees 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 March ___, 2000.





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





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





                                      -14-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 41008}]
{"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": "333-33762", "film-number": "591423"}, "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 March 31, 2000
                                                         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                              67202
                  Wichita, Kansas                     (Zip Code)
         (Address of principal executive offices)

                          ---------------------------
                           Deferred Compensation Plan
                         Retirement (401-K) Savings Plan

                            (Full Title of the Plan)

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

                                Jamie B. Coulter,
                      Chairman and Chief Executive Officer
                           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
                                                          maximum                maximum
       Title of                  Amount                  offering               aggregate               Amount of
      securities                  to be                    price                offering               registration
   to be registered            registered                per share                price                    fee
Common Stock
$.01 par value
(1)(2)                           100,000                  $8 7/8              $  887,500                $ 234.30
----------------------  -------------------------  ---------------------  ---------------------  ------------------------
Deferred
Compensation
Obligations (3)                                            100%               $2,500,000(4)             $ 660.00
======================  =========================  =====================  =====================  ========================
(1)  There  are also  registered  hereby,  pursuant  to Rule 416 (c)  under  the
Securities Act of 1933, such  indeterminate  number of shares of Common Stock as
may become issuable by reason of the operation of the  anti-dilution  or certain
other provisions of the Deferred  Compensation  Plan and the Retirement  (401-K)
Savings Plan ("401-K Plan",  and together with the Deferred  Compensation  Plan,
the "Two Company Plans") of Lone Star Steakhouse & Saloon, Inc. (the "Company").

(2) Pursuant to Rule 457(g) and (h), the offering price for the shares which may
be issued  under the Two Company  Plans is  estimated  solely for the purpose of
determining the registration fee and is based on the average of the high and low
prices of the Company's Common Stock  $8 7/8  as reported by the Nasdaq National
Market on March 29, 2000.

(3) The Deferred Compensation Obligations being registered are general unsecured
obligations  of the  Company  to pay  deferred  compensation  in the  future  to
participating  members of a select group of management or other key employees in
accordance with the terms of the Deferred Compensation Plan.

(4) Estimated solely for purposes of determining the registration fee.

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

                                       -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended  (the  "Securities  Act").  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to  Rule  424 of the
Securities  Act. These  documents,  which include the statement of  availability
required by Item 2 of Form S-8, and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Form S-8 (part II hereof),
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.

                                     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 fiscal
         year ended December 28, 1999; and

                  (b) The description of the Company's  securities  contained in
         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 underlying the Deferred
                  Compensation Plan.

         The Deferred  Compensation  Plan was adopted by Lone Star  Steakhouse &
Saloon,  Inc.  (the  "Company")  as of  October  6, 1999 to  provide  additional
retirement  benefits  to a select  group of  management  or  certain  other  key
employees of the Company  designated  by the Committee of the Board of Directors
administering the Deferred  Compensation Plan who have an annualized base salary
plus estimated cash bonuses in excess of $70,000 or whose status is at the level
of District  Manager or higher (the "Key Employees") and to ensure the retention
of their  services.  Each  calendar  year,  every  Key  Employee  who  wishes to
participate   in  the  Deferred   Compensation   Plan  (each  a  "Key   Employee
Participant", collectively "Key Employee Participants") may irrevocably elect to
defer the  receipt of up to 20% of his or her  earnings  for any  calendar  year
during the term of his employment with the Company.

         The  Company has  established  a trust (the  "Trust")  with The Charles
Schwab Trust  Company as Trustee,  pursuant to a Trust  Agreement as a source of
funds to assist the Company in meeting its  obligations  to provide the benefits
of the Plan.  For each plan year,  the Company  shall  credit to a Key  Employee
Participant an amount equal to 50 cents for each dollar of  compensation  that a
Key Employee Participant has elected to defer.

         The  obligations  of the Company under the Deferred  Compensation  Plan
(the "Deferred Compensation Obligations") shall be general unsecured obligations
of the  Company to pay  deferred  compensation  from its  general  assets in the
future to Key Employee Participants.  The Deferred Compensation Obligations will
be  denominated  and payable in United  States  dollars and will rank pari passu
with other unsecured and  unsubordinated  indebtedness of the Company which from
time to time may be outstanding.

         No payment  under the  Deferred  Compensation  Plan shall be subject to
anticipation,  alienation, sale, transfer,  assignment,  pledge, encumbrance, or
charge,  voluntary  or  involuntary.  Any  attempt  to  dispose of any rights to
benefits payable under the Deferred Compensation Plan shall be void.

         The Deferred Compensation Obligations are not subject to redemption, in
whole or in part,  prior to the  individual  payment  dates  selected by the Key
Employee Participants.

         The  total  amount of the  Deferred  Compensation  Obligations  are not
determinable   because  the  amount  will  vary  depending  upon  the  level  of
participation  by Key Employees and the amounts of their earnings.  The duration
of the Deferred  Compensation Plan is indefinite and is subject to the Company's
termination.  The Deferred  Compensation  Obligations are not  convertible  into
another security of the Company. The Deferred Compensation  Obligations will not
have the  benefit  of a negative  pledge or any other  affirmative  or  negative
covenant  on the part of the  Company.  Each Key  Employee  Participant  will be
responsible for acting  independently  with respect to, among other things,  the
giving  of  notices,  responding  to  any  requests  for  consents,  waivers  or
amendments  pertaining  to  the  Deferred  Compensation  Obligations,  enforcing
covenants and taking action upon a default by the Company.

                                       -2-
Item 5.  Interest of Named Experts and Counsel

         Steven Wolosky,  a member of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, the Company's  counsel in the preparation of this  registration  statement,
holds options to purchase 8,767 shares of Common Stock of the Company.

                                       -3-
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,  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,   the
         Corporation shall indemnify any such person

                                       -4-
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.

                  (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

                                       -5-
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 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

                                       -6-
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 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

                                       -7-
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 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.

                                       -8-
Item 8.  Exhibits

         4     -      Form of Deferred Compensation Plan.

         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 12).

                                       -9-
Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

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

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

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

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

                           provided, however, that paragraphs (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

                                      -10-
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, 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.

                                      -11-
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 29th day of
March 2000.

                                     LONE STAR STEAKHOUSE & SALOON, INC.
                                     (Registrant)

                                     /s/ Jamie B. Coulter
                                     -----------------------------------
                                     Jamie B. Coulter, Chairman
                                     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 and Chief Executive        March 29, 2000
-------------------------     Officer
Jamie B. Coulter

/s/ John D. White             Executive Vice President,           March 29, 2000
-------------------------     Treasurer and Director
John D. White

/s/ Randall H. Pierce         Chief Financial Officer and         March 29, 2000
-------------------------     Principal Accounting Officer
Randall H. Pierce

/s/ Clark R. Mandigo          Director                            March 29, 2000
-------------------------
Clark R. Mandigo

                                      -12-
/s/ Fred B. Chaney            Director                            March 29, 2000
-------------------------
Fred B. Chaney

/s/ William B. Greene         Director                            March 29, 2000
-------------------------
William B. Greene

                                      -13-
The 2000  Deferred  Compensation  Plan and 401-K Plan.  Pursuant to the
requirements  of the  Securities Act of 1933, the trustees 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 March ___, 2000.

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

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

                                      -14-