February 15, 2000



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 the Buffets, Inc. 1999 Stock Option Plan.

         The applicable filing fee is $1,040.16 and the SEC should withdraw that
amount from the Company's account (CIK no. 0000750274) at Mellon Bank.

                                                 Very truly yours,

                                                 /s/  Jennifer L. Cumming
                                                 ------------------------
                                                 Jennifer L. Cumming

<PAGE>



             As filed with the Securities and Exchange Commission on
                       February 15, 2000 Registration No.
================================================================================

                       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 Identification No.)
 incorporation or organization)

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

                      BUFFETS, INC. 1999 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      Offering Price   Registration Fee
------------------------------------------------------------------------------------------------
Common Stock, $.01
par value             400,000 Shares       $ 9.85            $3,940,000         $1,040.16
================================================================================================
</TABLE>
(1)  Maximum  number of shares  available  upon exercise of options issued under
     the Buffets, Inc. 1999 Stock Option Plan.

(2)  Estimated  solely for the purpose of calculating the registration fee under
     Rule  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 February 11, 2000, as
     reported on the Nasdaq National Market System.



<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  previously filed with the Securities and Exchange
Commission (the "Commission")  pursuant to 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 30, 1998 (which  incorporates  by reference  certain
portions  of  the  Company's  1998  Annual  Report  to  Shareholders,  including
financial statements and accompanying  information,  and certain portions of the
Company's  definitive  proxy  statement for the Company's 1999 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  subsequent  to the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  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 such 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  such  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  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 Business Corporation Act provides in substance that, unless prohibited

                                       2

<PAGE>

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  official  capacity  against  judgments,
penalties,  fines,  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 acted in good faith;

               (c) that no improper personal benefit was obtained by such person
          and  certain  statutory  conflicts  of interest  provisions  have been
          satisfied, if applicable;

               (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 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 of the board who
are at the time not parties to the proceeding  under  consideration,  by special
legal counsel, by the shareholders who are not parties to the proceeding,  or by
a court.

         Article VIII of the Company's  Composite  Amended and Restated Articles
of  Incorporation  provides that no director  shall be personally  liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except:

               (1) for any  breach  of the  director's  duty of  loyalty  to the
          Company or its shareholders;

               (2) for acts or  omissions  not in good  faith  or which  involve
          intentional misconduct or a knowing violation of law;

               (3) for dividends,  stock  repurchases,  and other  distributions
          made in violation of Minnesota law or for  violations of the Minnesota
          securities laws;

               (4) for any  transaction  from  which  the  director  derived  an
          improper personal benefit; or

               (5) for any act or omission occurring prior to the effective date
          of the provision  limiting such  liability in the Company's  Composite
          Amended and Restated Articles of Incorporation.

         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.  This Article  also does not limit  liability  of the  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.
                                       3

<PAGE>

Item 8.  Exhibits.

  Exhibit
  Number       Exhibit
  -------      -------
     4.1       Composite  Amended and Restated  Articles of Incorporation of the
               Company. (1)

     4.2       By-Laws of the Company. (2)

     4.3       Form of Rights  Agreement,  dated as of October 24, 1995  between
               the Company and the American Stock Transfer and Trust Company, as
               Rights Agent. (3)

     5         Opinion of Faegre & Benson LLP.

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

     23.2      Independent Auditors' Consent of Deloitte & Touche LLP.

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

     99        Buffets, Inc. 1999 Stock Option Plan.

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

     (1)  Incorporated by reference to Exhibit 4.1 to Registration  Statement on
          Form S-3 dated June 2, 1993 (Registration No. 33-63694).

     (2)  Incorporated  by reference  to Exhibit  3(b) to Annual  Report on Form
          10-K for the fiscal year ended December 29, 1993.

     (3)  Incorporated  by  reference  to  Exhibit 1 to Report on Form 8-K dated
          October 24, 1995.


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.

                                       4

<PAGE>

                    (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 SEC 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.

                                       5
<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 February 14,
2000.

                                          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 H.  Thomas  Mitchell  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.

     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
---------                 --------                                   ----
<TABLE>
<S>                      <C>                                        <C>
/s/ Roe H. Hatlen         Chairman, Chief Executive Officer and      February 14, 2000
------------------------  Director (Principal Executive Officer)
Roe H. Hatlen

/s/ Clark C. Grant        Senior Vice President of Finance and       February 14, 2000
------------------------  Treasuer (Principal Financial Officer)
Clark C. Grant

/s/ Marguerite C. Nesset  Vice President of Accounting and           February 14, 2000
------------------------  Controller (Principal Accounting Officer)
Marguerite C. Nesset

/s/ Walter R. Barry, Jr.  Director                                   February 14, 2000
------------------------
Walter R. Barry, Jr.

/s/ Marvin W. Goldstein   Director                                   February 14, 2000
------------------------
Marvin W. Goldstein

/s/ Alan S. McDowell      Director                                   February 14, 2000
------------------------
Alan S. McDowell

/s/ C. Dennis Scott       Director                                   February 14, 2000
------------------------
C. Dennis Scott

/s/ Michael T. Sweeney    Director                                   February 14, 2000
------------------------
Michael T. Sweeney

</TABLE>

                                       6

<PAGE>


                                INDEX TO EXHIBITS

<TABLE>

<S>     <C>                                                                <C>
Exhibit                                                                     Manner of Filing
-------                                                                     ----------------
4.1      Composite Amended and Restated Articles of
         Incorporation of the Company.......................................Incorporated by reference

4.2      By-Laws of the Company.............................................Incorporated by reference

4.3      Form  of  Rights  Agreement  dated  as  of  October  24,  1995
         between  the  Company  and the  American  Stock  Transfer  and
         Trust Company, as Rights Agent.....................................Incorporated by reference

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

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

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

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

99       Buffets, Inc. 1999 Stock Option Plan....................................Filed Electronically

</TABLE>

                                       7
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{"company-data": {"conformed-name": "BUFFETS INC", "cik": "0000750274", "assigned-sic": "5812", "irs-number": "411462294", "state-of-incorporation": "MN", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30458", "film-number": "546205"}, "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"}}
February 15, 2000

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 the Buffets, Inc. 1999 Stock Option Plan.

         The applicable filing fee is $1,040.16 and the SEC should withdraw that
amount from the Company's account (CIK no. 0000750274) at Mellon Bank.

                                                 Very truly yours,

                                                 /s/  Jennifer L. Cumming
                                                 ------------------------
                                                 Jennifer L. Cumming
As filed with the Securities and Exchange Commission on
                       February 15, 2000 Registration No.
================================================================================

                       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 Identification No.)
 incorporation or organization)

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

                      BUFFETS, INC. 1999 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      Offering Price   Registration Fee
------------------------------------------------------------------------------------------------
Common Stock, $.01
par value             400,000 Shares       $ 9.85            $3,940,000         $1,040.16
================================================================================================
(1)  Maximum  number of shares  available  upon exercise of options issued under
     the Buffets, Inc. 1999 Stock Option Plan.

(2)  Estimated  solely for the purpose of calculating the registration fee under
     Rule  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 February 11, 2000, as
     reported on the Nasdaq National Market System.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  previously filed with the Securities and Exchange
Commission (the "Commission")  pursuant to 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 30, 1998 (which  incorporates  by reference  certain
portions  of  the  Company's  1998  Annual  Report  to  Shareholders,  including
financial statements and accompanying  information,  and certain portions of the
Company's  definitive  proxy  statement for the Company's 1999 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  subsequent  to the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  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 such 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  such  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  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 Business Corporation Act provides in substance that, unless prohibited

                                       2
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  official  capacity  against  judgments,
penalties,  fines,  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 acted in good faith;

               (c) that no improper personal benefit was obtained by such person
          and  certain  statutory  conflicts  of interest  provisions  have been
          satisfied, if applicable;

               (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 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 of the board who
are at the time not parties to the proceeding  under  consideration,  by special
legal counsel, by the shareholders who are not parties to the proceeding,  or by
a court.

         Article VIII of the Company's  Composite  Amended and Restated Articles
of  Incorporation  provides that no director  shall be personally  liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except:

               (1) for any  breach  of the  director's  duty of  loyalty  to the
          Company or its shareholders;

               (2) for acts or  omissions  not in good  faith  or which  involve
          intentional misconduct or a knowing violation of law;

               (3) for dividends,  stock  repurchases,  and other  distributions
          made in violation of Minnesota law or for  violations of the Minnesota
          securities laws;

               (4) for any  transaction  from  which  the  director  derived  an
          improper personal benefit; or

               (5) for any act or omission occurring prior to the effective date
          of the provision  limiting such  liability in the Company's  Composite
          Amended and Restated Articles of Incorporation.

         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.  This Article  also does not limit  liability  of the  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.
                                       3
Item 8.  Exhibits.

  Exhibit
  Number       Exhibit
  -------      -------
     4.1       Composite  Amended and Restated  Articles of Incorporation of the
               Company. (1)

     4.2       By-Laws of the Company. (2)

     4.3       Form of Rights  Agreement,  dated as of October 24, 1995  between
               the Company and the American Stock Transfer and Trust Company, as
               Rights Agent. (3)

     5         Opinion of Faegre & Benson LLP.

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

     23.2      Independent Auditors' Consent of Deloitte & Touche LLP.

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

     99        Buffets, Inc. 1999 Stock Option Plan.

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

     (1)  Incorporated by reference to Exhibit 4.1 to Registration  Statement on
          Form S-3 dated June 2, 1993 (Registration No. 33-63694).

     (2)  Incorporated  by reference  to Exhibit  3(b) to Annual  Report on Form
          10-K for the fiscal year ended December 29, 1993.

     (3)  Incorporated  by  reference  to  Exhibit 1 to Report on Form 8-K dated
          October 24, 1995.

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.

                                       4
(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 SEC 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.

                                       5
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 February 14,
2000.

                                          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 H.  Thomas  Mitchell  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.

     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      February 14, 2000
------------------------  Director (Principal Executive Officer)
Roe H. Hatlen

/s/ Clark C. Grant        Senior Vice President of Finance and       February 14, 2000
------------------------  Treasuer (Principal Financial Officer)
Clark C. Grant

/s/ Marguerite C. Nesset  Vice President of Accounting and           February 14, 2000
------------------------  Controller (Principal Accounting Officer)
Marguerite C. Nesset

/s/ Walter R. Barry, Jr.  Director                                   February 14, 2000
------------------------
Walter R. Barry, Jr.

/s/ Marvin W. Goldstein   Director                                   February 14, 2000
------------------------
Marvin W. Goldstein

/s/ Alan S. McDowell      Director                                   February 14, 2000
------------------------
Alan S. McDowell

/s/ C. Dennis Scott       Director                                   February 14, 2000
------------------------
C. Dennis Scott

/s/ Michael T. Sweeney    Director                                   February 14, 2000
------------------------
Michael T. Sweeney
6
INDEX TO EXHIBITS
Exhibit                                                                     Manner of Filing
-------                                                                     ----------------
4.1      Composite Amended and Restated Articles of
         Incorporation of the Company.......................................Incorporated by reference

4.2      By-Laws of the Company.............................................Incorporated by reference

4.3      Form  of  Rights  Agreement  dated  as  of  October  24,  1995
         between  the  Company  and the  American  Stock  Transfer  and
         Trust Company, as Rights Agent.....................................Incorporated by reference

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

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

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

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

99       Buffets, Inc. 1999 Stock Option Plan....................................Filed Electronically
7