SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        ADVANTICA RESTAURANT GROUP, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                         13-3487402
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

 203 EAST MAIN STREET, SPARTANBURG, SC                         29319
(Address of Principal Executive Offices)                     (Zip Code)


                  ADVANTICA RESTAURANT GROUP STOCK OPTION PLAN
                            (Full title of the plan)
                    ----------------------------------------

                             RHONDA J. PARISH, ESQ.
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        ADVANTICA RESTAURANT GROUP, INC.
                              203 EAST MAIN STREET
                        SPARTANBURG, SOUTH CAROLINA 29319
                                 (864) 597-8000
 (Name, address and telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

          TITLE OF                 Amount to be            Proposed              PROPOSED                Amount of
      SECURITIES TO BE              Registered              Maximum              MAXIMUM               Registration
         REGISTERED                                     Offering Price          AGGREGATE                   Fee
                                                           Per Share             OFFERING
                                                                                  PRICE
<S>                                  <C>                <C>                    <C>                      <C>             
Common Stock, $.01 par               4,888,888          $     8.781 (1)        $ 42,929,326  (1)        $     12,664
value
-----------------------            ------------         ---------------        -----------------        -------------

(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933,  based upon
         the average of the high and low prices of the Registrant's Common Stock
         reported on the Nasdaq  Stock  Market(SM) on May 13, 1998, which prices
         were $8.875 and $8.6875, respectively.

</TABLE>




<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  and  Exchange
Commission.  Such documents need not be filed with the Commission either as part
of this  Registration  Statement or as  prospectuses  or prospectus  supplements
pursuant  to  Rule  424.  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 Part II hereof,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Advantica  Restaurant Group,
Inc.  (the  "Registrant")  with the  Securities  and  Exchange  Commission  (the
"Commission")  and are hereby  incorporated  by reference  in this  Registration
Statement:

         (1)  The  Registrant's  Annual  Report on Form  10-K for the year ended
December  31,  1997,  filed with the  Commission  pursuant  to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

         (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 1998;

         (3)  The Registrant's current reports on Form 8-K reporting events
occurring on January 7, 1998, January 15, 1998 and April 1, 1998; and

         (4)  The section entitled "Description of Registrant's  Securities To
Be Registered" in Registrant's  Registration  Statement on Form 8-A, filed with
the Commission pursuant to the 1934 Act.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c),  14, and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Advantica   Restaurant   Group,   Inc.   ("Advantica")  is  a  Delaware
corporation.  Reference is made to Section  102(b)(7)  of the  Delaware  General
Corporation  Law (the  "DGCL"),  which  enables a  corporation  in its  original
certificate of incorporation  or an amendment  thereto to eliminate or limit the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  except (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) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful  payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction  from which
a director derived an improper personal benefit.


<PAGE>




         Reference is also made to Section 145 of the DGCL,  which provides that
a corporation may indemnify any persons,  including officers and directors,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was an  officer,
director,  employee  or agent of such  corporation  or is or was  serving at the
request  of such  corporation  as an  officer,  director,  employee  or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  such officer,  director,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers, directors,  employees and agents in
an  action  by or in the right of the  corporation  under  the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer,  director,   employee  or  agent  is  adjudged  to  be  liable  to  the
corporation.  Where an officer, director, employee or agent is successful on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation must indemnify him against the expenses that such officer, director,
employee or agent actually and reasonably incurs.

         Advantica's  Restated  Certificate of Incorporation and By-Laws provide
for  indemnification  of its officers and directors to the full extent permitted
under  Delaware law.  Specifically,  Articles  Sixth and Seventh of the Restated
Certificate  of  Incorporation  provide  for  indemnification  of  officers  and
directors to the extent permitted by Section 145 of the DGCL and the elimination
of liability of  directors to the extent  permitted by Section  102(b)(7) of the
DGCL, and Article 5, Section 14 of the By-Laws provides for  indemnification  of
officers  and  directors  to the extent  permitted  by Section  145 of the DGCL.
Consequently,  the  registrant  maintains  officers'  and  directors'  liability
insurance  for  the  benefit  of its  officers  and  directors.  The  Employment
Agreement  dated as of January 7, 1998  between  Advantica  and James B. Adamson
also  provides  for  indemnification  by the Company to the extent  permitted by
Delaware  law  and,  in  connection  therewith,  calls  for the  advancement  of
attorney's  fees and expenses  (subject to repayment in certain  circumstances).
The Registration Rights Agreement,  dated as of January 7, 1998, among Advantica
and each of the holders of registrable  securities  named therein,  provides for
indemnification  by Advantica of the holder of registrable  securities that is a
party thereto for control person liability, if any, in respect of certain claims
under the Securities Act.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable


ITEM 8.  EXHIBITS

         The  following  exhibits  are  filed  as a part  of  this  Registration
Statement:

 EXHIBIT NO.                          DESCRIPTION
------------                          -----------
    *4.1       Advantica Restaurant Group Stock Option Plan (incorporated by
               reference to Exhibit 10.43 to Amendment No. 1 to Advantica's 
               Registration Statement on Form S-1 (No. 333-45811)).

     5.1       Opinion letter of J. Scott Melton, Esq., regarding the legality
               of the securities being registered.

    23.1       Consent of Deloitte & Touche, LLP.

    24.1       Power of Attorney (contained on the signature page to the 
               Registration Statement).

* Certain  of the  exhibits  to this  Registration  Statement,  indicated  by an
asterisk,  are hereby  incorporated by reference to other documents on file with
the  Commission  with which they are physically  filed,  to be part hereof as of
their respective dates.



<PAGE>




ITEM 9.  UNDERTAKINGS.

         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  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.

         (2) That,  for the  purpose  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.

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

         (4) That for the  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 Section 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 the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Spartanburg, State of South Carolina, on this 8th day
of April, 1998.
                                    ADVANTICA RESTAURANT GROUP, INC.

                                    By:   /s/ RHONDA J. PARISH
                                         ---------------------------
                                         Rhonda J. Parish
                                         Executive Vice President,
                                         General Counsel and Secretary

         Each person whose  signature  appears  below  constitutes  and appoints
Rhonda J. Parish as his or her lawful  attorney-in-fact and agent, acting alone,
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or 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, granting unto
said  attorney-in-fact  and agent,  acting alone, 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  said
attorney-in-fact   and  agent,  acting  alone,  or  his  or  her  substitute  or
substitutes  may lawfully 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  and on the  dates
indicated.

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

/s/   JAMES B. ADAMSON            Director, Chairman, President    April 8, 1998
-----------------------------     and Chief Executive Officer 
     (James B. Adamson)           (Principal Executive Officer)

/s/   RONALD B. HUTCHISON         Executive Vice President and     April 8, 1998
-----------------------------     Chief Financial Officer
     (Ronald B. Hutchison)        (Principal Financial and 
                                  Accounting Officer)

/s/   ROBERT H. ALLEN             Director                         April 8, 1998
-----------------------------
     (Robert H. Allen)

/s/   RONALD E. BLAYLOCK          Director                         April 8, 1998
-----------------------------
     (Ronald E. Blaylock)

/s/   VERA KING FARRIS            Director                         April 8, 1998
-----------------------------
     (Vera King Farris)

/s/   JAMES J. GAFFNEY            Director                         April 8, 1998
-----------------------------
     (James J. Gaffney)

/s/   IRWIN N. GOLD               Director                         April 8, 1998
-----------------------------
     (Irwin N. Gold)

/s/   ROBERT E. MARKS             Director                         April 8, 1998
-----------------------------
     (Robert E. Marks)

/s/   CHARLES F. MORAN            Director                         April 8, 1998
-----------------------------
     (Charles F. Moran)

/s/   ELIZABETH A. SANDERS        Director                         April 8, 1998
-----------------------------
     (Elizabeth A. Sanders)

/s/   DONALD R. SHEPHERD          Director                         April 8, 1998
-----------------------------
     (Donald R. Shepherd)


<PAGE>
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{"company-data": {"conformed-name": "ADVANTICA RESTAURANT GROUP INC", "cik": "0000852772", "assigned-sic": "5812", "irs-number": "133487402", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53031", "film-number": "98628001"}, "business-address": {"street1": "203 E MAIN ST", "city": "SPARTANBURG", "state": "SC", "zip": "29319", "phone": "8645978000"}, "mail-address": {"street1": "203 EAST MAINE STREET", "city": "SPARTANBURG", "state": "SC", "zip": "29319"}, "former-company": [{"former-conformed-name": "FLAGSTAR COMPANIES INC", "date-changed": "19930722"}, {"former-conformed-name": "TW HOLDINGS INC", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        ADVANTICA RESTAURANT GROUP, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                         13-3487402
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

 203 EAST MAIN STREET, SPARTANBURG, SC                         29319
(Address of Principal Executive Offices)                     (Zip Code)

                  ADVANTICA RESTAURANT GROUP STOCK OPTION PLAN
                            (Full title of the plan)
                    ----------------------------------------

                             RHONDA J. PARISH, ESQ.
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        ADVANTICA RESTAURANT GROUP, INC.
                              203 EAST MAIN STREET
                        SPARTANBURG, SOUTH CAROLINA 29319
                                 (864) 597-8000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
TITLE OF                 Amount to be            Proposed              PROPOSED                Amount of
      SECURITIES TO BE              Registered              Maximum              MAXIMUM               Registration
         REGISTERED                                     Offering Price          AGGREGATE                   Fee
                                                           Per Share             OFFERING
                                                                                  PRICE
Common Stock, $.01 par               4,888,888          $     8.781 (1)        $ 42,929,326  (1)        $     12,664
value
-----------------------            ------------         ---------------        -----------------        -------------

(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933,  based upon
         the average of the high and low prices of the Registrant's Common Stock
         reported on the Nasdaq  Stock  Market(SM) on May 13, 1998, which prices
         were $8.875 and $8.6875, respectively.
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  and  Exchange
Commission.  Such documents need not be filed with the Commission either as part
of this  Registration  Statement or as  prospectuses  or prospectus  supplements
pursuant  to  Rule  424.  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 Part II hereof,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Advantica  Restaurant Group,
Inc.  (the  "Registrant")  with the  Securities  and  Exchange  Commission  (the
"Commission")  and are hereby  incorporated  by reference  in this  Registration
Statement:

         (1)  The  Registrant's  Annual  Report on Form  10-K for the year ended
December  31,  1997,  filed with the  Commission  pursuant  to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

         (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 1998;

         (3)  The Registrant's current reports on Form 8-K reporting events
occurring on January 7, 1998, January 15, 1998 and April 1, 1998; and

         (4)  The section entitled "Description of Registrant's  Securities To
Be Registered" in Registrant's  Registration  Statement on Form 8-A, filed with
the Commission pursuant to the 1934 Act.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c),  14, and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Advantica   Restaurant   Group,   Inc.   ("Advantica")  is  a  Delaware
corporation.  Reference is made to Section  102(b)(7)  of the  Delaware  General
Corporation  Law (the  "DGCL"),  which  enables a  corporation  in its  original
certificate of incorporation  or an amendment  thereto to eliminate or limit the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  except (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) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful  payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction  from which
a director derived an improper personal benefit.
Reference is also made to Section 145 of the DGCL,  which provides that
a corporation may indemnify any persons,  including officers and directors,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was an  officer,
director,  employee  or agent of such  corporation  or is or was  serving at the
request  of such  corporation  as an  officer,  director,  employee  or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  such officer,  director,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers, directors,  employees and agents in
an  action  by or in the right of the  corporation  under  the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer,  director,   employee  or  agent  is  adjudged  to  be  liable  to  the
corporation.  Where an officer, director, employee or agent is successful on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation must indemnify him against the expenses that such officer, director,
employee or agent actually and reasonably incurs.

         Advantica's  Restated  Certificate of Incorporation and By-Laws provide
for  indemnification  of its officers and directors to the full extent permitted
under  Delaware law.  Specifically,  Articles  Sixth and Seventh of the Restated
Certificate  of  Incorporation  provide  for  indemnification  of  officers  and
directors to the extent permitted by Section 145 of the DGCL and the elimination
of liability of  directors to the extent  permitted by Section  102(b)(7) of the
DGCL, and Article 5, Section 14 of the By-Laws provides for  indemnification  of
officers  and  directors  to the extent  permitted  by Section  145 of the DGCL.
Consequently,  the  registrant  maintains  officers'  and  directors'  liability
insurance  for  the  benefit  of its  officers  and  directors.  The  Employment
Agreement  dated as of January 7, 1998  between  Advantica  and James B. Adamson
also  provides  for  indemnification  by the Company to the extent  permitted by
Delaware  law  and,  in  connection  therewith,  calls  for the  advancement  of
attorney's  fees and expenses  (subject to repayment in certain  circumstances).
The Registration Rights Agreement,  dated as of January 7, 1998, among Advantica
and each of the holders of registrable  securities  named therein,  provides for
indemnification  by Advantica of the holder of registrable  securities that is a
party thereto for control person liability, if any, in respect of certain claims
under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.  EXHIBITS

         The  following  exhibits  are  filed  as a part  of  this  Registration
Statement:

 EXHIBIT NO.                          DESCRIPTION
------------                          -----------
    *4.1       Advantica Restaurant Group Stock Option Plan (incorporated by
               reference to Exhibit 10.43 to Amendment No. 1 to Advantica's 
               Registration Statement on Form S-1 (No. 333-45811)).

     5.1       Opinion letter of J. Scott Melton, Esq., regarding the legality
               of the securities being registered.

    23.1       Consent of Deloitte & Touche, LLP.

    24.1       Power of Attorney (contained on the signature page to the 
               Registration Statement).

* Certain  of the  exhibits  to this  Registration  Statement,  indicated  by an
asterisk,  are hereby  incorporated by reference to other documents on file with
the  Commission  with which they are physically  filed,  to be part hereof as of
their respective dates.
ITEM 9.  UNDERTAKINGS.

         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  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.

         (2) That,  for the  purpose  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.

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

         (4) That for the  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 Section 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 the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Spartanburg, State of South Carolina, on this 8th day
of April, 1998.
                                    ADVANTICA RESTAURANT GROUP, INC.

                                    By:   /s/ RHONDA J. PARISH
                                         ---------------------------
                                         Rhonda J. Parish
                                         Executive Vice President,
                                         General Counsel and Secretary

         Each person whose  signature  appears  below  constitutes  and appoints
Rhonda J. Parish as his or her lawful  attorney-in-fact and agent, acting alone,
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or 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, granting unto
said  attorney-in-fact  and agent,  acting alone, 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  said
attorney-in-fact   and  agent,  acting  alone,  or  his  or  her  substitute  or
substitutes  may lawfully 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  and on the  dates
indicated.

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

/s/   JAMES B. ADAMSON            Director, Chairman, President    April 8, 1998
-----------------------------     and Chief Executive Officer 
     (James B. Adamson)           (Principal Executive Officer)

/s/   RONALD B. HUTCHISON         Executive Vice President and     April 8, 1998
-----------------------------     Chief Financial Officer
     (Ronald B. Hutchison)        (Principal Financial and 
                                  Accounting Officer)

/s/   ROBERT H. ALLEN             Director                         April 8, 1998
-----------------------------
     (Robert H. Allen)

/s/   RONALD E. BLAYLOCK          Director                         April 8, 1998
-----------------------------
     (Ronald E. Blaylock)

/s/   VERA KING FARRIS            Director                         April 8, 1998
-----------------------------
     (Vera King Farris)

/s/   JAMES J. GAFFNEY            Director                         April 8, 1998
-----------------------------
     (James J. Gaffney)

/s/   IRWIN N. GOLD               Director                         April 8, 1998
-----------------------------
     (Irwin N. Gold)

/s/   ROBERT E. MARKS             Director                         April 8, 1998
-----------------------------
     (Robert E. Marks)

/s/   CHARLES F. MORAN            Director                         April 8, 1998
-----------------------------
     (Charles F. Moran)

/s/   ELIZABETH A. SANDERS        Director                         April 8, 1998
-----------------------------
     (Elizabeth A. Sanders)

/s/   DONALD R. SHEPHERD          Director                         April 8, 1998
-----------------------------
     (Donald R. Shepherd)