June 12, 1998


 
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

      Re:  Buffets, Inc.

Ladies and Gentlemen:

      On behalf of  Buffets,  Inc.,  a Minnesota  corporation  (the
"Company"),   we  hereby  transmit  for  filing,  pursuant  to  the
Electronic Data Gathering,  Analysis and Retrieval  System,  a copy
of the  Company's  Registration  Statement  on Form S-8 relating to
its 1995 Stock Option Plan and  Non-Employee  Director Stock Option
Plan.

      The  applicable  filing  fee of $7,576.00  has been  wired  (CIK
reference no.  0000750274)  to the  Commission's  account at Mellon
Bank.

                                  Very truly yours,

                                  /s/  Michael A. Stanchfield
                                  ----------------------------

                                  Michael A. Stanchfield


<PAGE>


  
      As filed with the Securities and Exchange Commission on June 16, 1998

                                          Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

        10260 Viking Drive                                      55344
     Eden Prairie, Minnesota                                  (Zip Code)
(Address of Principal Executive Offices)

                                  Buffets, Inc.
                           1995 Stock Option Plan and
                     Non-Employee Director Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plans)

    Roe H. Hatlen, Chairman                                Copy to:
         Buffets, Inc.                                  Douglas P. Long
       10260 Viking Drive                              Faegre & Benson LLP
     Eden Prairie, MN 55344                            2200 Norwest Center
      (Name and address of                            90 South Seventh Street
        agent for service)                             Minneapolis, MN 55402

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>

----------------------- ------------------------ ----------------------- ----------------------- -----------------------
<S>                        <C>                   <C>                     <C>                       <C>    
                                                       Proposed                Proposed
 Title of Securities         Amount to be           Maximum Offering       Maximum Aggregate           Amount of
   to be Registered         Registered (1)        Price Per Share (2)      Offering Price (2)       Registration Fee
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
  Common Stock, $.01           1,650,000
      par value                 Shares                   $15.5625               $25,678,125                $7,576
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
========================================================================================================================
</TABLE>

(1) This Registration  Statement Relates to 150,000 shares of Common Stock to be
offered  under the  registrant's  Non-Employee  Director  Stock  Option Plan and
1,500,000  shares to be offered  under its 1995  Stock  Option  Plan,  for which
1,000,000  shares have previously been registered on Registration  Statement No.
333-01191.

(2) Estimated  solely for the purpose of calculating the  registration fee under
Rules 457(c) and (h)(1),  based upon the average of the high and low sale prices
per share of the registrant's  Common Stock on June 12, 1998, as reported on the
Nasdaq National Market System.
================================================================================


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are  incorporated  by  reference in this  Registration  Statement
the  contents of the  registrant's Registration Statement No. 333-01191.

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

         (a) The Annual Report on Form 10-K of Buffets, Inc. (the "Company") for
the fiscal year ended December 31, 1997 (which incorporates by reference certain
portions  of  the  Company's  1997  Annual  Report  to  Shareholders,  including
financial statements and accompanying  information,  and certain portions of the
Company's   definitive   proxy   statement  for  its  1998  Annual   Meeting  of
Shareholders);

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

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

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

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

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  4.01 of the  Company's  Restated  By-Laws  provides  that  the
Company shall  indemnify its directors and officers to the full extent  required
or  permitted  by  Minnesota  Statutes or by other  provisions  of law.  Section
302A.521 of the Minnesota Statutes provides in substance that, unless prohibited
or limited by its  articles of  incorporation  or by-laws,  a  corporation  must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his or her capacity as an officer or director  against
judgments,  penalties,  fines,

                                      II-1
<PAGE>

settlements and reasonable expenses, including attorneys' fees and disbursements
incurred by such person in connection with the proceeding,  if certain  criteria
are  met.  These  criteria,  all of  which  must  be met by the  person  seeking
indemnification,  are: (a) that such person has not been  indemnified by another
organization for the same judgments, penalties, fines, settlements and expenses;
(b) that  such  person  must  have  acted in good  faith;  (c) that no  improper
personal  benefit was obtained by such person and that, if  applicable,  certain
statutory conflict of interest provisions have been satisfied;  (d) that, in the
case of a criminal  proceeding,  such person had no reasonable  cause to believe
that the conduct was unlawful;  and (e) that such person acted in a manner he or
she  reasonably  believed was in the best  interests of the  corporation  or, in
certain  limited  circumstances,  not  opposed  to  the  best  interests  of the
corporation.  The determination as to eligibility for indemnification is made by
the members of the corporation's board of directors, or a committee thereof, who
are at the time not parties to the proceedings under  consideration,  by special
legal counsel,  by the shareholders who are not parties to the proceedings or by
a court.

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         Exhibit

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

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

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

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

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

              5    Opinion of Faegre & Benson LLP.

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

                                     II-2

<PAGE>


              23.2 Independent Auditors' Consent of Deloitte & Touche LLP.

              23.3 Independent Auditors' Consent of KPMG Peat Marwick.

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

              99.1 Buffets, Inc. 1995 Stock Option Plan, as amended.

              99.2 Buffets, Inc. Non-Employee Director Stock Option Plan, as 
                   amended.


                                      II-3


<PAGE>


Item 9.  Undertakings.

         A.       The Company hereby undertakes:

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

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

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

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

provided,  however,  that paragraphs  (A)(1)(a) and (A)(1)(b) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Sections 13 or 15(d) of the Exchange Act that are  incorporated  by reference in
this Registration Statement.

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

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

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

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

                                      II-4

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Minneapolis,  State of Minnesota,  on June 8,
1998.



                                  BUFFETS, INC.

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




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


                                      II-5


<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


Signature                  Capacity                                    Date


/s/ Roe H. Hatlen          Chairman, Chief Executive Officer and    June 8, 1998
-------------------------  Director (Principal Executive Officer)
Roe H. Hatlen              


/s/ Clark C. Grant         Senior Vice President of Finance and     June 8, 1998
-------------------------  Treasurer (Principal Financial
Clark C. Grant             Officer)
                               


/s/ Marguerite C. Nesset   Vice President of Accounting and         June 8, 1998
-------------------------  Controller (Principal Accounting
Marguerite C. Nesset       Officer)                    
                                                


 /s/ Walter R. Barry, Jr.  Director                                 June 8, 1998
-------------------------
Walter R. Barry, Jr.


 /s/ Marvin W. Goldstein   Director                                 June 8, 1998
-------------------------
Marvin W. Goldstein


 /s/ Alan S. McDowell      Director                                 June 8, 1998
-------------------------
Alan S. McDowell


 /s/ C. Dennis Scott       Director                                 June 8, 1998
-------------------------
C. Dennis Scott


 /s/ Michael T. Sweeney    Director                                 June 8, 1998
-------------------------
Michael T. Sweeney

                                      II-6
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
<TABLE>
<S>     <C>                                                                               <C> 

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

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

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

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

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


  5      Opinion of Faegre & Benson LLP........................................................Filed Electronically

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

23.2     Independent Auditors' Consent of Deloitte & Touche LLP................................Filed Electronically

23.3     Independent Auditors' Consent of KPMG Peat Marwick LLP................................Filed Electronically

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

99.1     Buffets, Inc. Stock Option Plan, as amended...........................................Filed Electronically

99.2     Buffets,   Inc.  Non-Employee  Director  Stock  Option  Plan,  as
         amended...............................................................................Filed Electronically

</TABLE>

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "S-8 FILED JUNE   , 1998", "secsgml_size_bytes": 23132}]
{"company-data": {"conformed-name": "BUFFETS INC", "cik": "0000750274", "assigned-sic": "5812", "irs-number": "411462294", "state-of-incorporation": "MN", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57007", "film-number": "98649434"}, "business-address": {"street1": "10260 VIKING DR STE 100", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "6129429760"}, "mail-address": {"street1": "10260 VIKING DRIVE SUITE 100", "street2": "10260 VIKING DRIVE SUITE 100", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}}
June 12, 1998

 
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

      Re:  Buffets, Inc.

Ladies and Gentlemen:

      On behalf of  Buffets,  Inc.,  a Minnesota  corporation  (the
"Company"),   we  hereby  transmit  for  filing,  pursuant  to  the
Electronic Data Gathering,  Analysis and Retrieval  System,  a copy
of the  Company's  Registration  Statement  on Form S-8 relating to
its 1995 Stock Option Plan and  Non-Employee  Director Stock Option
Plan.

      The  applicable  filing  fee of $7,576.00  has been  wired  (CIK
reference no.  0000750274)  to the  Commission's  account at Mellon
Bank.

                                  Very truly yours,

                                  /s/  Michael A. Stanchfield
                                  ----------------------------

                                  Michael A. Stanchfield
As filed with the Securities and Exchange Commission on June 16, 1998

                                          Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

        10260 Viking Drive                                      55344
     Eden Prairie, Minnesota                                  (Zip Code)
(Address of Principal Executive Offices)

                                  Buffets, Inc.
                           1995 Stock Option Plan and
                     Non-Employee Director Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plans)

    Roe H. Hatlen, Chairman                                Copy to:
         Buffets, Inc.                                  Douglas P. Long
       10260 Viking Drive                              Faegre & Benson LLP
     Eden Prairie, MN 55344                            2200 Norwest Center
      (Name and address of                            90 South Seventh Street
        agent for service)                             Minneapolis, MN 55402

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

                         CALCULATION OF REGISTRATION FEE

----------------------- ------------------------ ----------------------- ----------------------- -----------------------
Proposed                Proposed
 Title of Securities         Amount to be           Maximum Offering       Maximum Aggregate           Amount of
   to be Registered         Registered (1)        Price Per Share (2)      Offering Price (2)       Registration Fee
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
  Common Stock, $.01           1,650,000
      par value                 Shares                   $15.5625               $25,678,125                $7,576
----------------------- ------------------------ ----------------------- ----------------------- -----------------------
========================================================================================================================
(1) This Registration  Statement Relates to 150,000 shares of Common Stock to be
offered  under the  registrant's  Non-Employee  Director  Stock  Option Plan and
1,500,000  shares to be offered  under its 1995  Stock  Option  Plan,  for which
1,000,000  shares have previously been registered on Registration  Statement No.
333-01191.

(2) Estimated  solely for the purpose of calculating the  registration fee under
Rules 457(c) and (h)(1),  based upon the average of the high and low sale prices
per share of the registrant's  Common Stock on June 12, 1998, as reported on the
Nasdaq National Market System.
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are  incorporated  by  reference in this  Registration  Statement
the  contents of the  registrant's Registration Statement No. 333-01191.

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

         (a) The Annual Report on Form 10-K of Buffets, Inc. (the "Company") for
the fiscal year ended December 31, 1997 (which incorporates by reference certain
portions  of  the  Company's  1997  Annual  Report  to  Shareholders,  including
financial statements and accompanying  information,  and certain portions of the
Company's   definitive   proxy   statement  for  its  1998  Annual   Meeting  of
Shareholders);

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

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

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

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

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  4.01 of the  Company's  Restated  By-Laws  provides  that  the
Company shall  indemnify its directors and officers to the full extent  required
or  permitted  by  Minnesota  Statutes or by other  provisions  of law.  Section
302A.521 of the Minnesota Statutes provides in substance that, unless prohibited
or limited by its  articles of  incorporation  or by-laws,  a  corporation  must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his or her capacity as an officer or director  against
judgments,  penalties,  fines,

                                      II-1
settlements and reasonable expenses, including attorneys' fees and disbursements
incurred by such person in connection with the proceeding,  if certain  criteria
are  met.  These  criteria,  all of  which  must  be met by the  person  seeking
indemnification,  are: (a) that such person has not been  indemnified by another
organization for the same judgments, penalties, fines, settlements and expenses;
(b) that  such  person  must  have  acted in good  faith;  (c) that no  improper
personal  benefit was obtained by such person and that, if  applicable,  certain
statutory conflict of interest provisions have been satisfied;  (d) that, in the
case of a criminal  proceeding,  such person had no reasonable  cause to believe
that the conduct was unlawful;  and (e) that such person acted in a manner he or
she  reasonably  believed was in the best  interests of the  corporation  or, in
certain  limited  circumstances,  not  opposed  to  the  best  interests  of the
corporation.  The determination as to eligibility for indemnification is made by
the members of the corporation's board of directors, or a committee thereof, who
are at the time not parties to the proceedings under  consideration,  by special
legal counsel,  by the shareholders who are not parties to the proceedings or by
a court.

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         Exhibit

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

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

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

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

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

              5    Opinion of Faegre & Benson LLP.

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

                                     II-2
23.2 Independent Auditors' Consent of Deloitte & Touche LLP.

              23.3 Independent Auditors' Consent of KPMG Peat Marwick.

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

              99.1 Buffets, Inc. 1995 Stock Option Plan, as amended.

              99.2 Buffets, Inc. Non-Employee Director Stock Option Plan, as 
                   amended.

                                      II-3
Item 9.  Undertakings.

         A.       The Company hereby undertakes:

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

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

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

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

provided,  however,  that paragraphs  (A)(1)(a) and (A)(1)(b) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Sections 13 or 15(d) of the Exchange Act that are  incorporated  by reference in
this Registration Statement.

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

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

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

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

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Minneapolis,  State of Minnesota,  on June 8,
1998.

                                  BUFFETS, INC.

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

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

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

Signature                  Capacity                                    Date

/s/ Roe H. Hatlen          Chairman, Chief Executive Officer and    June 8, 1998
-------------------------  Director (Principal Executive Officer)
Roe H. Hatlen              

/s/ Clark C. Grant         Senior Vice President of Finance and     June 8, 1998
-------------------------  Treasurer (Principal Financial
Clark C. Grant             Officer)
                               

/s/ Marguerite C. Nesset   Vice President of Accounting and         June 8, 1998
-------------------------  Controller (Principal Accounting
Marguerite C. Nesset       Officer)                    
                                                

 /s/ Walter R. Barry, Jr.  Director                                 June 8, 1998
-------------------------
Walter R. Barry, Jr.

 /s/ Marvin W. Goldstein   Director                                 June 8, 1998
-------------------------
Marvin W. Goldstein

 /s/ Alan S. McDowell      Director                                 June 8, 1998
-------------------------
Alan S. McDowell

 /s/ C. Dennis Scott       Director                                 June 8, 1998
-------------------------
C. Dennis Scott

 /s/ Michael T. Sweeney    Director                                 June 8, 1998
-------------------------
Michael T. Sweeney

                                      II-6
INDEX TO EXHIBITS

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

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

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

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

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

  5      Opinion of Faegre & Benson LLP........................................................Filed Electronically

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

23.2     Independent Auditors' Consent of Deloitte & Touche LLP................................Filed Electronically

23.3     Independent Auditors' Consent of KPMG Peat Marwick LLP................................Filed Electronically

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

99.1     Buffets, Inc. Stock Option Plan, as amended...........................................Filed Electronically

99.2     Buffets,   Inc.  Non-Employee  Director  Stock  Option  Plan,  as
         amended...............................................................................Filed Electronically
II-7