As filed with the Securities and Exchange Commission on March 11, 1997
                                           Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                            DAKA INTERNATIONAL, INC.
             (Exact name of Registrant as Specified in Its Charter)
Delaware                                                              04-3024178
(State of Incorporation)                      (I.R.S. Employer Identification #)
                               One Corporate Place
                                55 Ferncroft Road
                             Danvers, MA 01923-4001
                                 (508) 774-9115
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

              DAKA INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                      ------------------------------------

                              William H. Baumhauer
                      Chairman and Chief Executive Officer
                            DAKA International, Inc.
                               One Corporate Place
                                55 Ferncroft Road
                        Danvers, Massachusetts 01923-4001
                                 (508) 774-9115
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                      ------------------------------------
                                 With copies to:
                           Charles W. Redepenning, Jr.
                            DAKA International, Inc.
                               One Corporate Place
                                55 Ferncroft Road
                        Danvers, Massachusetts 01903-4001
                                 (617) 570-1000
                      ------------------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities Being          Amount to be           Proposed Maximum 
     Registered                   Registered (1)      Offering Price Per Share 

Common Stock, par value $.01         400,000                  $7.36(2)
       per share


   Proposed Maximum                 Amount of
Aggregate Offering Price         Registration Fee
    $2,945,200.00                    $883.56

================================================================================
(1)  Plus such additional  number of shares as may be required in the event of a
     stock dividend, reverse stock split, split-up, recapitalization, forfeiture
     of stock under the Plan or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the  Securities
     Act of 1933, as amended (the "Securities Act"),  solely for the purposes of
     determining the amount of the  registration  fee. The  registration  fee is
     based upon the  average  of the high and low  prices  for the  Registrant's
     Common Stock,  $.01 par value per share as reported on the Nasdaq  National
     Market on March 7, 1997.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.

        DAKA  International,  Inc. (the  "Registrant")  hereby  incorporates  by
reference the documents  listed in (a) through (c) below,  which have previously
been filed with the Securities and Exchange Commission:

(a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended June
     29, 1996;

(b)  (1)  The Registrant's Quarterly Report on Form 10-Q for the  quarter  ended
          September 28, 1996.

     (2)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          December 28, 1996.

     (3)  The Registrant's Registration Statement on Form S-3 (No. 333-14841).

(c)  The description of the  Company's  Common Stock  contained in  Registration
     Statement on Form 8-A dated  October 11, 1988,  including  any amendment or
     report filed for the purpose of amending such description.

        In addition,  all documents  subsequently  filed with the Securities and
Exchange  Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates that all securities  offered  hereunder 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.

        The Registrant is a Delaware  corporation.  Reference is made to Section
145(a) and section 145(b) of the Delaware General Corporation Law, which enables
a corporation  to 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
an action by or in the right of the  corporation)  by reason of the fact that he
or she is or was a director,  officer, employee or agent of the corporation,  or
is or was  serving  at the  request of the  corporation  as  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against expenses  (including  attorney's  fees),  judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him or
her in  connection  with such action,  suit or  proceeding if he or she acted in
good faith and in a manner he or she 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 or her conduct was
unlawful.

                                  

<PAGE>





        A corporation  may also 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 or she 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 attorney's fees)
actually and reasonably  incurred by him or her  connection  with the defense or
settlement  of such  action  or suit if he or she  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation and except that no  indemnification  shall be made in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

        Section 145 further provides: that a Delaware corporation is required to
indemnify a director,  officer,  employee or agent against  expenses  (including
attorney's fees) actually and reasonably  incurred by him in connection with any
action,  suit or proceeding or in defense of any claim,  issue or matter therein
as to which such person has been  successful  on the merits or  otherwise;  that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other  rights  to  which  the  indemnified  party  may  be  entitled;  and  that
indemnification  provided for by Section 145 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 such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification  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.  Such
determination  is to be made (i) by the board of  directors by vote of directors
who were not party to such action, suit or proceeding,  or (ii) 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 (iii) by the
stockholders.

        The Certificate of Incorporation  and By-laws of the Registrant  provide
for  indemnification  of directors and officers of the Registrant to the fullest
extent  permitted  by law, as now in effect or later  amended.  The By-laws also
provide that expenses incurred by an officer or director in defending a civil or
criminal action,  suit or proceeding may be paid by the Registrant in advance of
final  deposition upon receipt of any undertaking by or on behalf of such person
to repay such amount if it ultimately  is determined  that he is not entitled to
be  indemnified  by the  Registrant.  The  By-laws  further  provide  that  such
indemnification provisions are not exclusive.

        Additionally,  the  Registrant's  Certificate  eliminates  the  personal
liability of the Registrant's directors to the Registrant or the stockholders of
the Registrant to the fullest extent  permitted by the provisions of Section 102
of the  Delaware  General  Corporation  Law,  as the  same  may be  amended  and
supplemented.


Item 7.        Exemption from Registration Claimed.

        Not Applicable.



<PAGE>



Item 8.        Exhibits.

        (a) The following is a complete list of exhibits  filed or  incorporated
by reference as part of this Registration Statement.

Exhibit

        4.1       Certificate of Incorporation*
        4.3       By-laws*
        5.1       Opinion of Goodwin, Procter & Hoar LLP, as to the legality of
                   the securities being registered.
       10.1       DAKA International, Inc. Employee Stock Purchase Plan.
       23.1       Consent of Independent Auditors, Deloitte & Touche LLP.
       23.2       Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
                   Exhibit 5.1 hereto).
       24.1       Powers of Attorney.


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  rgistration
                    statement; and

               (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 (a)(1)(i) and (a)(1)(ii) herein 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
undersigned registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  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; and

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


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

*    Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended June 29, 1996.


<PAGE>



         (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 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.

         (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 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 Town of Danvers, the Commonwealth of Massachusetts,  on this
10th day of March, 1997.

                                              DAKA INTERNATIONAL, INC.


                                              By:/s/William H. Baumhauer
                                              --------------------------
                                              William H. Baumhauer, Chairman and
                                              Chief Executive Officer



Signature                      Capacity                               Date


/s/William H. Baumhauer   Chairman, Chief Executive               March 10, 1997
-----------------------   Officer and Director 
William H. Baumhauer      (Principal Executive Officer)


             *            President and Chief Operating           March 10, 1997
-----------------------   Officer and Director
Allen R. Maxwell


/s/Donald C. Moore        Senior Vice President and Chief        March 10, 1997
------------------        Financial Officer (Principal
Donald C. Moore           Financial and Accounting Officer)


             *                          Director                  March 10, 1997
-----------------------
Erline Belton


             *                          Director                  March 10, 1997
-----------------------
Joseph W. O "Donnell


             *                          Director                  March 10, 1997
-----------------------
Dean P. Vlahos


*By:/s/Charles W. Redepenning, Jr.
----------------------------------
Charles W. Redepenning, Jr.
Senior Vice President and
General Counsel,
as attorney-in-fact




<PAGE>



                                  EXHIBIT INDEX


Exhibit No.         Description


   4.1              Certificate of Incorporation*
   4.3              By-Laws*
   5.1              Opinion of Goodwin, Procter & Hoar LLP as to the
                     legality of the securities being registered.
  10.1              DAKA International, Inc. Employee Stock Purchase Plan.
  23.1              Consent of Independent Auditors, Deloitte & Touche LLP.
  23.2              Consent of Goodwin, Procter & Hoar LLP (included in
                     Exhibit 5.1 hereto).
  24.1              Powers of Attorney.





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

*    Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended June 29, 1996.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18348}]
{"company-data": {"conformed-name": "DAKA INTERNATIONAL INC", "cik": "0000840826", "assigned-sic": "5812", "irs-number": "043024178", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23109", "film-number": "97554560"}, "business-address": {"street1": "ONE CORPORATE PL", "street2": "55 FERNCROFT RD", "city": "DANVERS", "state": "MA", "zip": "01923", "phone": "5087749115"}, "mail-address": {"street1": "ONE CORPORATE PLACE 55 FERNCROFT RD", "city": "DANVERS", "state": "MA", "zip": "01923"}}
As filed with the Securities and Exchange Commission on March 11, 1997
                                           Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                            DAKA INTERNATIONAL, INC.
             (Exact name of Registrant as Specified in Its Charter)
Delaware                                                              04-3024178
(State of Incorporation)                      (I.R.S. Employer Identification #)
                               One Corporate Place
                                55 Ferncroft Road
                             Danvers, MA 01923-4001
                                 (508) 774-9115
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

              DAKA INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                      ------------------------------------

                              William H. Baumhauer
                      Chairman and Chief Executive Officer
                            DAKA International, Inc.
                               One Corporate Place
                                55 Ferncroft Road
                        Danvers, Massachusetts 01923-4001
                                 (508) 774-9115
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                      ------------------------------------
                                 With copies to:
                           Charles W. Redepenning, Jr.
                            DAKA International, Inc.
                               One Corporate Place
                                55 Ferncroft Road
                        Danvers, Massachusetts 01903-4001
                                 (617) 570-1000
                      ------------------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities Being          Amount to be           Proposed Maximum 
     Registered                   Registered (1)      Offering Price Per Share 

Common Stock, par value $.01         400,000                  $7.36(2)
       per share

   Proposed Maximum                 Amount of
Aggregate Offering Price         Registration Fee
    $2,945,200.00                    $883.56

================================================================================
(1)  Plus such additional  number of shares as may be required in the event of a
     stock dividend, reverse stock split, split-up, recapitalization, forfeiture
     of stock under the Plan or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the  Securities
     Act of 1933, as amended (the "Securities Act"),  solely for the purposes of
     determining the amount of the  registration  fee. The  registration  fee is
     based upon the  average  of the high and low  prices  for the  Registrant's
     Common Stock,  $.01 par value per share as reported on the Nasdaq  National
     Market on March 7, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

        DAKA  International,  Inc. (the  "Registrant")  hereby  incorporates  by
reference the documents  listed in (a) through (c) below,  which have previously
been filed with the Securities and Exchange Commission:

(a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended June
     29, 1996;

(b)  (1)  The Registrant's Quarterly Report on Form 10-Q for the  quarter  ended
          September 28, 1996.

     (2)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          December 28, 1996.

     (3)  The Registrant's Registration Statement on Form S-3 (No. 333-14841).

(c)  The description of the  Company's  Common Stock  contained in  Registration
     Statement on Form 8-A dated  October 11, 1988,  including  any amendment or
     report filed for the purpose of amending such description.

        In addition,  all documents  subsequently  filed with the Securities and
Exchange  Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates that all securities  offered  hereunder 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.

        The Registrant is a Delaware  corporation.  Reference is made to Section
145(a) and section 145(b) of the Delaware General Corporation Law, which enables
a corporation  to 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
an action by or in the right of the  corporation)  by reason of the fact that he
or she is or was a director,  officer, employee or agent of the corporation,  or
is or was  serving  at the  request of the  corporation  as  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against expenses  (including  attorney's  fees),  judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him or
her in  connection  with such action,  suit or  proceeding if he or she acted in
good faith and in a manner he or she 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 or her conduct was
unlawful.
A corporation  may also 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 or she 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 attorney's fees)
actually and reasonably  incurred by him or her  connection  with the defense or
settlement  of such  action  or suit if he or she  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation and except that no  indemnification  shall be made in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

        Section 145 further provides: that a Delaware corporation is required to
indemnify a director,  officer,  employee or agent against  expenses  (including
attorney's fees) actually and reasonably  incurred by him in connection with any
action,  suit or proceeding or in defense of any claim,  issue or matter therein
as to which such person has been  successful  on the merits or  otherwise;  that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other  rights  to  which  the  indemnified  party  may  be  entitled;  and  that
indemnification  provided for by Section 145 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 such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification  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.  Such
determination  is to be made (i) by the board of  directors by vote of directors
who were not party to such action, suit or proceeding,  or (ii) 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 (iii) by the
stockholders.

        The Certificate of Incorporation  and By-laws of the Registrant  provide
for  indemnification  of directors and officers of the Registrant to the fullest
extent  permitted  by law, as now in effect or later  amended.  The By-laws also
provide that expenses incurred by an officer or director in defending a civil or
criminal action,  suit or proceeding may be paid by the Registrant in advance of
final  deposition upon receipt of any undertaking by or on behalf of such person
to repay such amount if it ultimately  is determined  that he is not entitled to
be  indemnified  by the  Registrant.  The  By-laws  further  provide  that  such
indemnification provisions are not exclusive.

        Additionally,  the  Registrant's  Certificate  eliminates  the  personal
liability of the Registrant's directors to the Registrant or the stockholders of
the Registrant to the fullest extent  permitted by the provisions of Section 102
of the  Delaware  General  Corporation  Law,  as the  same  may be  amended  and
supplemented.

Item 7.        Exemption from Registration Claimed.

        Not Applicable.
Item 8.        Exhibits.

        (a) The following is a complete list of exhibits  filed or  incorporated
by reference as part of this Registration Statement.

Exhibit

        4.1       Certificate of Incorporation*
        4.3       By-laws*
        5.1       Opinion of Goodwin, Procter & Hoar LLP, as to the legality of
                   the securities being registered.
       10.1       DAKA International, Inc. Employee Stock Purchase Plan.
       23.1       Consent of Independent Auditors, Deloitte & Touche LLP.
       23.2       Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
                   Exhibit 5.1 hereto).
       24.1       Powers of Attorney.

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  rgistration
                    statement; and

               (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 (a)(1)(i) and (a)(1)(ii) herein 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
undersigned registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  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; and

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

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

*    Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended June 29, 1996.
(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 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.

         (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 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 Town of Danvers, the Commonwealth of Massachusetts,  on this
10th day of March, 1997.

                                              DAKA INTERNATIONAL, INC.

                                              By:/s/William H. Baumhauer
                                              --------------------------
                                              William H. Baumhauer, Chairman and
                                              Chief Executive Officer

Signature                      Capacity                               Date

/s/William H. Baumhauer   Chairman, Chief Executive               March 10, 1997
-----------------------   Officer and Director 
William H. Baumhauer      (Principal Executive Officer)

             *            President and Chief Operating           March 10, 1997
-----------------------   Officer and Director
Allen R. Maxwell

/s/Donald C. Moore        Senior Vice President and Chief        March 10, 1997
------------------        Financial Officer (Principal
Donald C. Moore           Financial and Accounting Officer)

             *                          Director                  March 10, 1997
-----------------------
Erline Belton

             *                          Director                  March 10, 1997
-----------------------
Joseph W. O "Donnell

             *                          Director                  March 10, 1997
-----------------------
Dean P. Vlahos

*By:/s/Charles W. Redepenning, Jr.
----------------------------------
Charles W. Redepenning, Jr.
Senior Vice President and
General Counsel,
as attorney-in-fact
EXHIBIT INDEX

Exhibit No.         Description

   4.1              Certificate of Incorporation*
   4.3              By-Laws*
   5.1              Opinion of Goodwin, Procter & Hoar LLP as to the
                     legality of the securities being registered.
  10.1              DAKA International, Inc. Employee Stock Purchase Plan.
  23.1              Consent of Independent Auditors, Deloitte & Touche LLP.
  23.2              Consent of Goodwin, Procter & Hoar LLP (included in
                     Exhibit 5.1 hereto).
  24.1              Powers of Attorney.

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

*    Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended June 29, 1996.