File No. 33-

                As filed with the Securities and Exchange Commission
                            on March 10, 1995

                   SECURITIES AND EXCHANGE COMMISSION 
                         Washington, DC  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 or other Jurisdiction of                  (I.R.S. Employer  
   Incorporation or Organization)             Identification Number)

           ONE CORPORATE PLACE, 55 FERNCROFT ROAD, DANVERS,MA  01923
              (Address of Principal Executive Offices)

                              (508) 774-9115         
                      (Registrant's Telephone Number)

                         DAKA INTERNATIONAL, INC.     
                        1994 EQUITY INCENTIVE 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
                 (Name and Address of Agent for Service)

                             (508) 774-9115  
      (Telephone Number, Including Area Code, of Agent for Service)

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

                             With Copies to:
 
ETTORE A. SANTUCCI, P.C.                    CHARLES W. REDEPENNING, JR. 
Goodwin, Proctor & Hoar                     DAKA International, Inc. 
Exchange Place                              One Corporate Place 
Boston, MA  02109                           55 Ferncroft Road
                                            Danvers, MA  01923-4001

<PAGE>
                                PART I
Section 10(a) Prospectus

                         DAKA INTERNATIONAL, INC.

                     600,000 Shares of Common Stock

                      Offered in Connection with 

                        DAKA INTERNATIONAL, INC.     
                       1994 EQUITY INCENTIVE PLAN

        THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
               SECURITIES THAT HAVE BEEN REGISTERED
                 UNDER THE SECURITIES ACT OF 1933

The information set forth herein relates to an
aggregate of 600,000 shares of Common Stock, par value $0.01 per
share ("Common Stock"), of DAKA International, Inc. (the
"Company") which have been reserved for issuance upon the
exercise of options or the grant of other stock awards which are
offered to officers, employees, and independent directors of the
Company or its subsidiaries under the DAKA International, Inc.
1994 Equity Incentive Plan (the "Plan").  The information
contained herein also relates to such additional shares of
Common Stock as may be issuable under the Plan in the event of a
stock dividend, stock-split, split-up, recapitalization or other
similar event.  See "Adjustments or Changes in Common Stock."

The Company's Common Stock is listed on the NASDAQ
National Market.

The date of this Plan Information Statement is March
10, 1995.

<PAGE>
            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company has filed with the Securities and
Exchange Commission registration statements under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to
the shares described herein (the "Registration Statement").  For
further information, reference is made to the Registration
Statement, including the documents incorporated by reference
therein, which documents are also incorporated by reference in
the Prospectus under the Securities Act.  Statements contained
herein concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the
Registration Statement, each statement being qualified in all
respects by such reference.

The Company will provide without charge to each
participant in the Plan, on the written or oral request of such
person, a copy of (i) any or all of the documents which have
been or may be incorporated by reference in Item 3 of the
Registration Statement relating to the shares described herein,
other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents,
including, without limitation, the Company's annual report on
Form 10-K and the Company's quarterly reports for the current
fiscal year and (ii) any other documents required to be
delivered to participants pursuant to Rule 428(b) under the
Securities Act.  Requests for such copies, as well as additional
information about the Plan and its administrators, should be
directed to the General Counsel of DAKA International, Inc., One
Corporate Place, 55 Ferncroft Road, Danvers, Massachusetts
01923-4001.

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 the statement
contained herein to the extent that a statement contained herein
or in any subsequently filed document which also 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 to constitute a part of the information contained
herein, except as so modified or superseded.

<PAGE>
                      DESCRIPTION OF THE PLAN

The Plan

The Plan initially became effective as of August 25,
1994.  The aggregate maximum number of shares for which options
and awards may be issued under the Plan is 600,000 shares of
Common Stock (of which no more than 150,000 shares shall be
available for issuance in the form of Restricted Stock awards,
Unrestricted Stock awards, or Performance Share awards, counted
cumulatively, during the term of the Plan), subject to
adjustments for changes in the Company's capitalization.  No
more than 100,000 shares will be issued to any one individual
pursuant to stock options during any calendar year period.  The
Plan permits the granting of a variety of stock incentive awards
based on Common Stock.  Awards under the Plan include grants of
stock options (both incentive options and non-qualified
options), grants of restricted and unrestricted shares of Common
Stock, and grants of performance shares.  Shares attributable to
certain expired or forfeited awards may be added back to the
pool of shares of Common Stock reserved under the Plan and will
be available for regrant.  Awards under the Plan may be granted
at any time.  However, awards of incentive stock options may
only be granted under the Plan through August 24, 2004.

The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 and is not a
qualified plan under Section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code").

The description of the Plan contained in this Plan
Information Statement does not purport to be complete and
reference is made to the Plan and to the award agreements, in
such form as may be approved by the Committee from time to time
pursuant to the Plan, for a full statement of the terms and
provisions thereof.

Purpose

The purpose of the Plan is to encourage and enable
the officers, employees, and directors of the Company and its
subsidiaries, upon whose judgment, initiative, and efforts the
Company largely depends for the successful conduct of its
business, to acquire a proprietary interest in the Company.

Administration of the Plan

The Plan is administered by the Compensation
Committee of the Board of Directors of the Company (the
"Committee"), which consists of two or more Directors who are
not employees of the Company or any subsidiary (the "Independent
Directors").  The members of the Committee are listed in the
Appendix to this Prospectus.  All members of the Committee are
required to be and are "Disinterested Persons," as that term is
defined under the rules promulgated by the Securities and
Exchange Commission and "Outside Directors," as that term is
defined under Section 162(m) of the Code.

<PAGE> 
Subject to the terms of the Plan, the Committee has the
power and authority to, among other things, select the
individuals to whom awards under the Plan will be granted; to
make any combination of awards to participants; to determine and
modify the terms and conditions, including restrictions, of each
award; to extend the period in which options may be exercised;
and to enter into written agreements evidencing the terms of
each award.  The Committee's interpretations and decisions with
regard thereto are final and conclusive.

All funds received or held by the Company under this
Plan may be combined with other corporate funds and may be used
for any corporate purpose.

Eligibility

Persons eligible to participate in the Plan are those
full- or part-time officers and other employees of the Company
or its subsidiaries who are responsible for or contribute to the
management, growth or profitability of the Company and its
subsidiaries, as selected from time to time by the Committee in
its sole discretion.  Independent Directors of the Company are
eligible to receive awards under the Plan on a limited basis.

Stock Options

The Plan permits the granting to Company employees of
(i) options to purchase Common Stock intended to qualify as
incentive stock options ("Incentive Options") under Section 422
of the Code and (ii) options that do not so qualify
("Non-Qualified Options").  The option exercise price of each
option granted to eligible Company employees is determined by
the Committee, but, except as otherwise provided below, may not
be less than 100% of the fair market value on the date of grant.
The term "fair market value" with respect to a given date is
generally defined as the closing price per share of Common Stock
on such date, as reflected on the NASDAQ National Market.

To qualify as Incentive Options, options must meet
additional federal tax requirements, including a maximum term of
ten years, a minimum exercise price equal to the fair market
value on the date of grant and a $100,000 limit on the value of
shares which may become exercisable for the first time in any
one year.  In the case of certain large stockholders, the
minimum exercise price of Incentive Options must equal 110% of
fair market value on the date of grant and the maximum term is
limited to five years.  To the extent any option does not
qualify as an Incentive Option, it will constitute a
Non-Qualified Option.

An employee may, with the Committee's consent, elect
to receive a Non-Qualified Option in lieu of cash bonus to which
he may become entitled during the following calendar year
pursuant to some other plan of the Company.  Such an election
must be made on or before the date set by the Committee, which
date shall be no later than fifteen (15) days preceding January
1 of the calendar year in which the cash bonus would otherwise
be paid and such election must irrevocably waive receipt of all
or a portion of the cash bonus.  Each employee making such an
election will be granted a Non-Qualified Option on the date the
waived cash bonus would have been paid.  With respect to an
employee who is subject to Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act"), if the grant date is less than
six (6) months and one (1) day from the date of election, such
grant date will be delayed until the date which is six (6)
months and one (1) day from the date of election.  With respect
to Non-Qualified Options granted in lieu of cash bonus, the
option exercise price will be determined by the Committee but
may not be less than 50% of the fair market value on the date of
grant. The number of shares of stock subject to the
Non-Qualified Option is determined by dividing the amount of the
waived cash bonus by the difference between the fair market
value of the stock on the date the option is granted and the
exercise price per option.

<PAGE> 
The term of each option is fixed by the Committee. The
Committee also determines at what time or times each option
becomes vested and exercisable and, subject to the terms of the
Plan, the period of time, if any, after death, disability, or
termination of employment during which options may be exercised.
The Committee may accelerate the exercisability of any option at
any time.  Non-Qualified Options granted in lieu of cash bonus
are exercisable immediately.  All options will become
immediately exercisable upon the occurrence of a Change of
Control Event (defined below).

If an employee's employment terminates by reason of
death, any previously granted options become fully exercisable
and may be exercised within a period of 12 months after the
employee's death.  In the case of an employee whose employment
terminates by reason of disability, options held by the employee
become fully exercisable and may be exercised within a period of
12 months after such termination.  If an employee's employment
terminates by reason of retirement, options held by the employee
may be exercised, to the extent they are exercisable at the time
of the retirement, for 12 months after such termination.  In the
case of a retired or disabled employee's death during such
12-month period, such period will be extended six months after
the employee's death.  If an employee's employment with the
Company terminates for cause, all options held by that employee
under the Plan will terminate to the extent they have not been
exercised.  If an employee's employment terminates for any
reason other than death, disability, retirement, or for cause,
an option (to the extent otherwise exercisable) may be exercised
at any time within three months after such termination.  In any
event, the option is subject to earlier termination by its
terms.  

At the discretion of the Committee, options granted
to Company employees under the Plan may include a so-called
"reload" feature pursuant to which an employee exercising an
option by delivery of shares of Common Stock may be
automatically granted an additional option to purchase that
number of shares equal to the number delivered to exercise the
original option.

<PAGE> 
Stock Options For Independent Directors

Each Independent Director actually serving as
Director of the Company will automatically be granted on the
fifth (5th) business day after each annual meeting of
shareholders, beginning with the 1994 annual meeting, a
Non-Qualified Option to acquire 1,500 shares of stock.  The
exercise price of such an option will be equal to the fair
market value of the stock on the date the option is granted.

All such options granted to Independent Directors
shall be exercisable beginning on the first anniversary of the
date upon which such option was granted.  However, no option
granted to an Independent Director may be exercised more than
ten years from the date of grant.  The rights of an Independent
Director in any options granted shall terminate six months after
such Director ceases to be a Director, or on the stated term of
the Option, if earlier.  Options granted to an Independent
Director and outstanding on the date of his death may be
exercised for a period of six months from the date of death or
until the expiration of the stated term of the Option, if
earlier.  If an Independent Director ceases to serve as a
Director for cause (as defined in the Plan), such Director's
rights in all options granted to him will terminate immediately.

General Provisions Pertaining To Stock Options

Stock options may be exercised in whole or in part.
Upon exercise, the option exercise price must be paid in full in
cash or by certified or bank check or other instrument
acceptable to the Committee or, if the Committee so determines,
by delivery of shares of Common Stock that have been held by the
optionee for at least six months.  The exercise price may also
be delivered to the Company by a broker pursuant to an
irrevocable instruction to the broker from the optionee.

Performance Share Awards

The Plan permits the granting of shares of Common
Stock to employees of the Company or any subsidiary, subject to
such performance goals as the Committee may determine
("Performance Shares").  Such awards may be in lieu of or in
addition to awards of options, restricted stock or unrestricted
stock under the Plan.  Upon the satisfaction of any performance
goals prescribed by the Committee, the participant shall receive
shares of Common Stock.

A recipient of Performance Shares will have the
rights of a shareholder only with respect to shares actually
received by the participant and not with respect to shares that
are subject to the satisfaction of performance goals.  A
participant's rights in all Performance Shares shall
automatically terminate upon the participant's termination of
employment for any reason.

<PAGE> 
Restricted Stock

The Committee may also make awards of restricted
shares of Common Stock to any employee of the Company or any
subsidiary, subject to such conditions and restrictions as the
Committee may determine ("Restricted Stock").  Such awards may
be in lieu of or in addition to awards of options or performance
shares under the Plan.  Awards of Restricted Stock may be
subject to such conditions and restrictions as the Committee may
determine.  These conditions and restrictions may include the
achievement of certain performance objectives and/or continued
employment with the Company through a specified period.  Upon
the satisfaction of any conditions prescribed by the Committee,
the restrictions applicable to the Restricted Stock will lapse
and the shares will be deemed vested in the participant.

A recipient of shares of Restricted Stock will have
no rights with respect to such shares unless he accepts the
award within 30 days of its grant.  To accept the award, a
recipient must execute a written instrument, in such form as the
Committee determines, setting forth the terms and conditions to
which the shares are subject.  Such a written instrument may
require or permit the immediate payment, waiver, deferral, or
investment of dividends paid on the Restricted Stock.  At this
time, the recipient must also make any required payments in
connection with the purchase of the Restricted Stock.  

In the case of an award of Restricted Stock, a
certificate for the Restricted Stock granted will be issued in
the employee's name but, unless the Committee determines
otherwise, will be held by the Company for the benefit of the
employee.  Subject to the restrictions imposed by the Committee,
the employee will have the rights of a shareholder with respect
to the voting of the Restricted Stock.  Shares of Restricted
Stock may not be sold, assigned, or otherwise disposed of until
all applicable conditions have been satisfied.

If a participant who holds Restricted Stock
terminates employment for any reason other than death or
disability prior to the lapse or waiver of the restrictions, the
Company shall have the right to repurchase the shares or to
require their forfeiture in exchange for the amount, if any,
which the participant paid for them.  Unless otherwise provided
in the instrument evidencing the Restricted Stock award, the
Company must exercise such right within 90 days following such
termination of employment.  If a participant's employment
terminates due to death or disability, such participant will
become fully vested in his Restricted Stock at the time of such
termination to the extent such vesting is otherwise contingent
only on continued service with the Company.  However, if vesting
is contingent on the attainment of pre-established performance
goals, vesting shall remain dependent on the attainment of such
goals.

Unrestricted Stock

The Committee may also grant (or sell at a purchase
price determined by the Committee) shares of Common Stock which
are free from any restrictions under the Plan ("Unrestricted
Stock") to any employee of the Company or any subsidiary in lieu
of any cash compensation to such employee.

<PAGE> 
Transferability

In general, options and rights granted under the Plan
will not be transferable otherwise than by will or the laws of
descent and distribution, or pursuant to a qualified domestic
relations order under Section 414(p) of the Code.  Options may
be exercised during the holder's lifetime only by the holder.

Issuance of Common Stock

Shares to be issued under the Plan will be made
directly by the Company and will be from authorized but unissued
Common Stock, from shares held in the Treasury of the Company,
or from any other proper source.  No fees or commissions will be
charged in connection with the issuance of shares.

Change of Control

Upon the occurrence of certain Change of Control
Events, outstanding options will become immediately exercisable
in full.  In addition, outstanding Restricted Stock awards and
Performance Share awards will be subject to any Change of
Control provisions prescribed by the Committee at the time of
grant.

A Change of Control Event includes (i) any person or
group, with certain exceptions, acquiring the beneficial
ownership of 50% or more of either the voting securities of the
Company or the then outstanding shares of Stock of the Company,
(ii) a change in the composition of a majority of the Company's
Board of Directors as it was composed on the date that the Plan
was approved by the shareholders unless the selection or
nomination of each of the new members was approved by a majority
of the members of the Company's Board of Directors who were
members on the date the Plan was approved by the shareholders,
or (iii) approval by the Company's shareholders of a
consolidation or merger where the shareholders of the Company
would not beneficially own at least 80% of the voting shares of
the corporation issuing cash or securities, any plan for the
liquidation or dissolution of the Company, or the sale of all or
substantially all of the Company's assets.

Deferrals; Nature of Company's Obligations Under the Plan

The Committee may, in its discretion, require or
permit participants to make elections to defer receipt of
benefits under the Plan.  In such event, the Committee may
provide for the accrual of interest or dividends on benefits
deferred under the Plan on such terms as the Committee may
determine.  

<PAGE> 
Unless the Committee expressly determines otherwise,
participants in the Plan will have rights no greater than those
of a general creditor of the Company.  Generally, Plan
participants will have the rights of a shareholder, such as
voting and dividend rights, only with respect to shares actually
issued in the name of the participant and not with respect to
shares subject to awards which have not been exercised or for
which Common Stock has not yet been issued.

Adjustments or Changes in Common Stock

The Committee will make appropriate adjustments in
the number and kind (and the exercise or purchase price, if
applicable) of shares of Common Stock remaining available for
issuance under the Plan or subject to outstanding awards to
reflect stock dividends, stock splits, split-ups,
recapitalizations, and similar events.  In the event of a
merger, liquidation or similar event, the Committee in its
discretion may provide for substitution or adjustments or may
accelerate or, upon payment or other consideration for the
vested portion of any award as the Committee, in its sole
discretion, deems equitable in the circumstances, terminate such
awards.

Tax Withholding

Plan participants are responsible for the payment of
any federal, state, or local taxes which the Company is required
by law to withhold from the value of any award.  The Company may
deduct any such taxes from any payment otherwise due to the
participant.  Participants may elect to have such tax
obligations satisfied either by authorizing the Company to
withhold shares of Common Stock to be issued pursuant to an
award under the Plan or by transferring to the Company shares of
Common Stock having a value equal to the amount of such taxes.
Such an election is subject to certain limitations for
participants subject to the requirements of Section 16(b) of the
Exchange Act.

Amendments and Termination

The Board of Directors may at any time amend or
discontinue the Plan and the Committee may at any time amend or
cancel outstanding awards (or provide substitute awards at the
same or a reduced exercise or purchase price) for the purpose of
satisfying changes in the law or for any other lawful purpose.
Any amendment that would increase the aggregate number of shares
of Common Stock that may be issued, materially increase the
benefits accruing to Plan participants, or materially modify the
requirements regarding eligibility to participate under the Plan
will be subject to approval by the Company's shareholders.  In
any event, no such action may be taken which adversely affects
any rights under outstanding awards without the holder's consent.

<PAGE> 
Liens

There is no provision under the Plan or pursuant to
any contract in connection therewith that would permit any
person to create a lien on a participant's interest held under
the Plan.

Restrictions on Reoffer or Resale of Common Stock

Any person may sell, pledge, transfer, hypothecate or
otherwise dispose of his shares of Common Stock acquired
pursuant to options or awards granted under the Plan in any
manner lawfully permitted under federal and state securities
laws so long as the conditions associated with such options or
awards have been met.

The Registration Statement relating to the shares
described herein does not apply to reoffers or resales by
"affiliates" of the Company of shares of Common Stock acquired
by them pursuant to options or awards granted under the Plan.
Rule 405 under the Securities Act provides that an "affiliate"
of the Company is "a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is
under common control with" the Company.  Affiliates must effect
such reoffers or resales either pursuant to an exemption from
registration under the Securities Act (such as an exemption
obtained through compliance with Rule 144) or pursuant to a
separate prospectus covering such reoffer or resale.  Persons
who are not affiliates of the Company generally are entitled to
make such reoffers or resales without restriction.

In addition, every person who is directly or
indirectly the beneficial owner of more than ten percent of the
outstanding shares of Common Stock, every director and every
person who is an officer (within the meaning of Rule 16a-1) of
the Company or, in certain circumstances, a subsidiary of the
Company (a "Section 16(b) Person"), is subject to Sections 16(a)
and 16(b) of the Exchange Act, which provide for, respectively,
(i) the reporting to the Securities and Exchange Commission of
purchases and sales of the equity and derivative securities of
the Company, including purchases pursuant to the exercise of
stock options and (ii) the recovery of the difference between
the prices of any purchase and sale or any sale and purchase of
an equity or derivative security of the Company within a
six-month period, without regard to offsetting losses.  The
rules are applied mechanically to maximize recoverable "profits"
and may result in liability even though the overall trading
actually resulted in a loss.

To avoid short-swing profits liabilities, each
Section 16(b) Person who participates in the Plan should keep in
mind the following:  (a) grants under the Plan will generally
qualify as exempt purchases if the shares are held for at least
six (6) months from the date of grants; (b) purchases (including
grants and exercises of options and grants of other awards)
under the Plan should be reported on the next Form 5 or an
earlier Form 4; (c) sales of Common Stock purchased under the
Plan should be reported on Form 4 within ten days after the end
of the month in which the Common Stock is sold; and (d) any
election of cash settlement of Common Stock to satisfy the tax
withholding consequences should be made either during the
quarterly window period or at least six months in advance.
Please note that the foregoing is not meant to be a
comprehensive description of the Section 16 rules.

The "inside information" provisions of the federal
securities laws impose further restrictions on resales by any
employee, whether or not the employee is an affiliate or an
officer or a Director of the Company or any of its subsidiaries.

<PAGE>           
           TAX ASPECTS UNDER THE U.S. INTERNAL REVENUE CODE

The following is a summary of the current principal
Federal income tax consequences of transactions under the Plan.
It does not describe all Federal tax consequences under the
Plan, nor does it describe state or local tax consequences.

Incentive Options

Under the Code, an employee will not realize taxable
income by reason of the grant or the exercise of an incentive
stock option.  If an employee exercises an incentive stock
option and does not dispose of the shares until the later of (a)
two years from the date the option was granted or (b) one year
from the date shares were transferred to the employee, the
entire gain, if any, realized upon disposition of such shares
will be taxable to the employee as long-term capital gain, and
the Company will not be entitled to any deduction.  If an
employee disposes of the shares within such one-year or two-year
period in a manner so as to violate the holding period
requirements (a "disqualifying disposition"), the employee
generally will realize ordinary income in the year of
disposition, and, provided the Company complies with applicable
withholding requirements, the Company will receive a
corresponding deduction, in an amount equal to the excess of (1)
the lesser of (x) the amount, if any, realized on the
disposition and (y) the fair market value of the shares on the
date the option was exercised over (2) the option price.  Any
additional gain realized on the disposition will be long-term or
short-term capital gain and any loss will be long-term or
short-term capital loss depending upon the holding period of the
stock.  The employee will be considered to have disposed of a
share if he sells, exchanges, makes a gift of or transfers legal
title to the share (except by pledge or by transfer on death).
If the disposition is by gift and violates the holding period
requirements, the amount of the employee's ordinary income (and
the Company's deduction) is equal to the fair market value of
the shares on the date of exercise less the option price.  If
the disposition is by sale or exchange, the employee's tax basis
will equal the amount paid for the shares plus any ordinary
income realized as a result of the disqualifying distribution.
The exercise of an incentive stock option may subject the
employee to the alternative minimum tax.

An employee who surrenders shares of Common Stock in
payment of the exercise price of his incentive stock option
generally will not, under proposed Treasury Regulations,
recognize gain or loss on his surrender of such shares.  The
surrender of shares previously acquired upon exercise of an
incentive stock option in payment of the exercise price of
another incentive stock option is, however, a "disposition" of
such stock.  If the incentive stock option holding period
requirements described above have not been satisfied with
respect to such stock, such disposition will be a disqualifying
disposition that may cause the employee to recognize ordinary
income as discussed above.

Under proposed Treasury Regulations, all of the
shares received by an employee upon exercise of an incentive
stock option by surrendering shares of Common Stock will be
subject to the incentive stock option holding period
requirements.  Of those shares, a number of shares (the
"Exchange Shares") equal to the number of shares of Common Stock
surrendered by the employee will have the same tax basis for
capital gains purposes (increased by any ordinary income
recognized as a result of any disqualifying disposition of the
surrendered shares if they were incentive stock option shares)
and the same capital gains holding period as the shares
surrendered.  For purposes of determining ordinary income upon a
subsequent disqualifying disposition of the Exchange Shares, the
amount paid for such shares will be deemed to be the fair market
value of the shares surrendered.  The balance of the shares
received by the employee will have a tax basis (and a deemed
purchase price) of zero and a capital gains holding period
beginning on the date of exercise.  The incentive stock option
holding period for all shares will be the same as if the option
had been exercised for cash.

<PAGE> 
An incentive stock option that is exercised by an
employee more than three months after an employee's employment
terminates will be treated as a nonqualified option for federal
income tax purposes.  In the case of an employee who is
disabled, the three-month period is extended to one year and in
the case of an employee who dies, the three-month employment
rule does not apply.

Non-Qualified Options

There are no federal income tax consequences to
either the optionee or the Company on the grant of a
non-qualified option.  On the exercise of a non-qualified
option, the optionee (except as described below) has taxable
ordinary income equal to the excess of the fair market value of
the shares of Common Stock received on the exercise date over
the option price of the shares.  The optionee's tax basis for
the Common Stock acquired upon exercise of a non-qualified
option is increased by the amount of such taxable income.  The
Company will be entitled to a federal income tax deduction in an
amount equal to such excess, provided the Company complies with
applicable withholding rules.  Upon the sale of the Common Stock
acquired by exercise of a non-qualified option, optionees will
realize long-term or short-term capital gain or loss depending
upon their holding period for such stock.

Section 83 of the Code and the regulations thereunder
provide that the date for reporting and determining the amount
of ordinary income (and the Company's equivalent deduction) upon
exercise of a non-qualified option and for the commencement of
the holding period of the shares thereby acquired by an optionee
who is a Section 16(b) Person will be delayed until the date
that is the earlier of (i) six (6) months after the date of the
exercise and (ii) such time as the shares received upon exercise
could be sold at a gain without the optionee being subject to
such potential liability.  Recent changes to the rules of the
Securities and Exchange Commission under Section 16(b) exempt
from application of Section 16(b) liability Common Stock
acquired pursuant to the exercise of an option granted under the
Plan, provided the stock underlying the option is not disposed
of during the six-month period following the date of grant.  As
a result of these recent changes, the foregoing Section 83 rule
will not apply unless the optionee exercises a non-qualified
option within six months of the date of grant.

<PAGE> 
An optionee who surrenders shares of Common Stock in
payment of the exercise price of a non-qualified option will not
recognize gain or loss on his surrender of such shares.  (Such
an optionee will recognize ordinary income on the exercise of
the non-qualified option as described above.)  Of the shares
received in such an exchange, that number of shares equal to the
number of shares surrendered will have the same tax basis and
capital gains holding period as the shares surrendered.  The
balance of the shares received will have a tax basis equal to
their fair market value on the date of exercise, and the capital
gains holding period will begin on the date of exercise.

Restricted Stock

Under the Code, an employee normally will not realize
taxable income and the Company will not be entitled to a
deduction upon the grant of Restricted Stock.  At the time the
shares are no longer subject to a substantial risk of forfeiture
(as defined in the Code) or become transferable, the employee
will realize taxable ordinary income in an amount equal to the
fair market value of such number of shares of Common Stock which
have become nonforfeitable or transferable and the Company will
be entitled to a deduction in the same amount, provided the
Company complies with applicable withholding requirements.
However, an employee may make an 83(b) Election and recognize
taxable ordinary income in the year the shares of Restricted
Stock are awarded in an amount equal to their fair market value
at the time of the award, determined without regard to the
restrictions.  In that event, the Company will be entitled to a
deduction in such year in the same amount, provided the Company
complies with applicable withholding requirements, and any gain
or loss realized by the employee upon the subsequent disposition
of Common Stock will be capital gain or loss and will not result
in any further deduction to the Company.  Any dividends with
respect to the shares of Restricted Stock that are paid or made
available to an employee who has not made an 83(b) Election
while the shares remain forfeitable are treated as additional
compensation taxable as ordinary income to the employee and
deductible by the Company when paid.  If an 83(b) Election has
been made with respect to the restricted shares, the dividends
represent ordinary dividend income to the employee and are not
deductible by the Company.  If the employee makes an 83(b)
Election and subsequently forfeits the shares, the employee is
not entitled to a deduction as a consequence of such forfeiture,
and the Company must include as ordinary income the amount it
previously deducted in the year of grant with respect to such
shares. 

Unrestricted Stock

The recipient of Unrestricted Stock will generally be
subject to tax at ordinary income rates on the fair market of
the stock on the date that the stock is issued to the
participant.  The Company generally will be entitled to a
deduction equal to the amount treated as compensation that is
taxable as ordinary income to the recipient, provided it
complies with applicable withholding requirements.

Performance Share Awards

There will be no federal income tax consequences to
either the employee or the Company on the grant of a performance
shares or during the period that such an award remains
outstanding.  Upon exercise of such an award, the Common Stock
or cash received by the employee is taxable to the employee as
ordinary income and the Company is entitled to a corresponding
deduction, provided it complies with applicable withholding
requirements.  Upon the sale of any Common Stock acquired by
exercise of a performance share award, the employee will realize
long-term or short-term capital gain or loss, depending upon the
holding period of such stock.

<PAGE> 
Parachute Payments

The termination of restrictions on Restricted Stock
or the accelerated vesting of any option or performance share
award due to the occurrence of a Change of Control Event may
cause payments with respect to such Restricted Stock or
accelerated vesting of options or performance share awards to be
treated as "parachute payments" as defined in the Code.  Any
such parachute payments may be non-deductible to the Company, in
whole or in part, and may subject the recipient to a
non-deductible 20% federal excise tax on all or portion of such
payment (in addition to other taxes ordinarily payable).

Recent Tax Law Changes

As a result of new Section 162(m) of the Code, the
Company's deduction for certain options and awards under the
Plan may be limited to the extent that a "covered employee"
(i.e., the Chief Executive Officer or other executive officer
whose compensation is required to be reported in the summary
compensation table of the Company's Proxy Statement) receives
compensation (other than performance-based compensation) in
excess of $1 million a year.

State and foreign tax consequences vary from
jurisdiction to jurisdiction, and each employee should consult
his own tax adviser as to the effect of these taxes, as well as
the effect of the federal income tax, in his own particular case.

<PAGE>
                               APPENDIX                   
                                  TO
                        DAKA INTERNATIONAL, INC.
                      1994 EQUITY INCENTIVE PLAN

Plan Administrators

The Plan is currently being administered by the
Compensation Committee.  The names and addresses of the members
of the Compensation Committee are as follows:

                            Erline Belton            
                     c/o DAKA International, Inc.                         
                          One Corporate Place
                            55 Ferncroft Road
                         Danvers, MA 01923-4001

                            Alan D. Schwartz         
                      c/o DAKA International, Inc.                       
                          One Corporate Place
                             55 Ferncroft Road
                          Danvers, MA 01923-4001

                                E.L. Cox             
                      c/o DAKA International, Inc.                          
                          One Corporate Place
                            55 Ferncroft Road
                           Danvers, MA 01923-4001

                              Eric C. Larson         
                      c/o DAKA International, Inc.                       
                          One Corporate Place
                            55 Ferncroft Road
                          Danvers, MA 01923-4001

                             Timothy A. Dugan        
                        c/o DAKA International, Inc.
                            One Corporate Place
                            55 Ferncroft Road
                          Danvers, MA 01923-4001



<PAGE>
<TABLE>                 CALCULATION OF REGISTRATION FEE

<CAPTION>                 Proposed         Proposed
Title of                  Maximum          Maximum 
Securities   Amount       Offering         Aggregate     Amount of 
to be        to be        Price            Offering      Registration
Registered   Registered   Per Share        Price         Fee
----------------------------------------------------------------------
<S>          <C>         <C>              <C>           <C>
Common Stock, 
par value 
$0.01 
per share    600,000      $16.82 (2)<F2>   $10,092,000   $3,480              
             shares(1)<F1>
----------------------------------------------------------------------
<FN> 
<F1>(1) Plus such additional shares as may be issuable under the 1994
        Equity Incentive Plan in the event of a stock dividend, stock
        split, recapitalization or other similar event.

<F2>(2) This estimate is made pursuant to Rule 457(h)(1) of the Securities
        Act of 1993, as amended (the "Securities Act"), solely for the
        purposes of determining the aggregate offering price and the
        registration fee and is based upon the average of the high and
        low prices of the Common Stock as quoted on the National Association
        of Securities Dealers Automatic Quotation/National Market System
        on March 2, 1995. 
</FN> 
</TABLE>

<PAGE>
                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain 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
     July 2, 1994;

(b)(1)  The Registrant's definitive Proxy Statement mailed in connection with
        its Annual Meeting of Stockholders held on December 7, 1994 pursuant
        to Regulation 14A under the Securities Exchange Act of 1934 (the
        "Exchange Act");

   (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
        December 31, 1994;

   (3)  The Registrant's Current Report on Form 8-K filed via EDGAR on
        February 23, 1995.

(c)  The Registrant's Registration Statement on Form S-4 (No. 33-24819) as
     filed on October 7, 1988 and amended by Amendment No. 1, filed on
     October 13, 1988.

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.

The validity of the shares to be offered hereby will
be passed upon for the Registrant by Goodwin, Proctor & Hoar,
counsel to the Registrant.

<PAGE> 
Item 6.  Indemnification of Directors and Officer.

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.

<PAGE> 
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 my 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 determinaiton 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      Opinions of Counsel, as to the legality of the securities being
         registered. 
10.1     The DAKA International, Inc. 1994 Equity Incentive Plan. 
23.1(a)  Consent of Counsel (included in Exhibit 5.1 hereto). 
23.1(b)  Consent of Independent Accountants. 
24       Powers of Attorney (included in Part II of this registration
         statement).

*Incorporated by reference to the Registrant's Registration Statement on
 Form S-4 (No. 33-24819), as amended.

Item 9.  Undertakings. 
(a)  The undersigned registrant hereby undertakes:

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

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

    (ii)    To reflect in the prospectus any facts or events arising after
            the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or
            in the aggregate, represent a fundamental change in the information
            set forth in the registration statement; 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 registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the terination
       of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing
     of the registrant's annual report pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference
     in 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 March
9, 1995.

                                            DAKA INTERNATIONAL, INC.

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

Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.

Each person whose signature appears below constitutes
and appoints William H. Baumhauer and Allen R. Maxwell and each
of them, as her or his true and lawful attorney-in-fact and
agent, with full power of substitution, for her or him  and in
her or his name, place and stead, in any and all capacities to
sign any or all amendments or post-effective amendments to this
registration statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her or
his substitute, may lawfully do or cause to be done by virtue
hereof.

Signature                          Title                        Date

---------------------------        Chairman, Chief Executive    March 9, 1995 
William H. Baumhauer               Officer and Director
                                   (Principal Executive Officer)

---------------------------        President and Chief          March 9, 1995 
Allen R. Maxwell                   Operating Officer

---------------------------        Senior Vice President,       March 9, 1995 
Michael A. Woodhouse               Chief Financial Officer
                                   and Treasurer

---------------------------        Director                     March 9, 1995 
E.L. Cox

---------------------------        Director                     March 9, 1995 
Timothy A. Dugan 

<PAGE>

---------------------------        Director                     March 9, 1995 
Eric C. Larson

---------------------------        Director                     March 9, 1995 
Erline Belton

---------------------------        Director                     March 9, 1995 
Alan D. Schwartz

<PAGE>

                               EXHIBIT INDEX

Exhibit No.           Description

(4.1)                 Certificate of Incorporation*

(4.2)                 By-laws*

(5.1)                 Opinion of Goodwin, Procter & Hoar as to the legality
                      of the securities being registered.

(10.1)                The DAKA International, Inc. 1994 Equity Incentive Plan.

(23.1)(a)             Consent of Counsel (included in Exhibit 5.1 hereto).

(23.1)(b)             Consent of Deloitte & Touche, Independent Auditors.

(24)                  Powers of Attorney (included in Part II of this
                      registration statement).

*Incorporated by reference to the Registrant's Registration Statement on
 Form S-4 (No. 33-24819), as amended.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 59206}]
File No. 33-

                As filed with the Securities and Exchange Commission
                            on March 10, 1995

                   SECURITIES AND EXCHANGE COMMISSION 
                         Washington, DC  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 or other Jurisdiction of                  (I.R.S. Employer  
   Incorporation or Organization)             Identification Number)

           ONE CORPORATE PLACE, 55 FERNCROFT ROAD, DANVERS,MA  01923
              (Address of Principal Executive Offices)

                              (508) 774-9115         
                      (Registrant's Telephone Number)

                         DAKA INTERNATIONAL, INC.     
                        1994 EQUITY INCENTIVE 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
                 (Name and Address of Agent for Service)

                             (508) 774-9115  
      (Telephone Number, Including Area Code, of Agent for Service)

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

                             With Copies to:
 
ETTORE A. SANTUCCI, P.C.                    CHARLES W. REDEPENNING, JR. 
Goodwin, Proctor & Hoar                     DAKA International, Inc. 
Exchange Place                              One Corporate Place 
Boston, MA  02109                           55 Ferncroft Road
                                            Danvers, MA  01923-4001
PART I
Section 10(a) Prospectus

                         DAKA INTERNATIONAL, INC.

                     600,000 Shares of Common Stock

                      Offered in Connection with 

                        DAKA INTERNATIONAL, INC.     
                       1994 EQUITY INCENTIVE PLAN

        THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
               SECURITIES THAT HAVE BEEN REGISTERED
                 UNDER THE SECURITIES ACT OF 1933

The information set forth herein relates to an
aggregate of 600,000 shares of Common Stock, par value $0.01 per
share ("Common Stock"), of DAKA International, Inc. (the
"Company") which have been reserved for issuance upon the
exercise of options or the grant of other stock awards which are
offered to officers, employees, and independent directors of the
Company or its subsidiaries under the DAKA International, Inc.
1994 Equity Incentive Plan (the "Plan").  The information
contained herein also relates to such additional shares of
Common Stock as may be issuable under the Plan in the event of a
stock dividend, stock-split, split-up, recapitalization or other
similar event.  See "Adjustments or Changes in Common Stock."

The Company's Common Stock is listed on the NASDAQ
National Market.

The date of this Plan Information Statement is March
10, 1995.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company has filed with the Securities and
Exchange Commission registration statements under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to
the shares described herein (the "Registration Statement").  For
further information, reference is made to the Registration
Statement, including the documents incorporated by reference
therein, which documents are also incorporated by reference in
the Prospectus under the Securities Act.  Statements contained
herein concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the
Registration Statement, each statement being qualified in all
respects by such reference.

The Company will provide without charge to each
participant in the Plan, on the written or oral request of such
person, a copy of (i) any or all of the documents which have
been or may be incorporated by reference in Item 3 of the
Registration Statement relating to the shares described herein,
other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents,
including, without limitation, the Company's annual report on
Form 10-K and the Company's quarterly reports for the current
fiscal year and (ii) any other documents required to be
delivered to participants pursuant to Rule 428(b) under the
Securities Act.  Requests for such copies, as well as additional
information about the Plan and its administrators, should be
directed to the General Counsel of DAKA International, Inc., One
Corporate Place, 55 Ferncroft Road, Danvers, Massachusetts
01923-4001.

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 the statement
contained herein to the extent that a statement contained herein
or in any subsequently filed document which also 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 to constitute a part of the information contained
herein, except as so modified or superseded.
DESCRIPTION OF THE PLAN

The Plan

The Plan initially became effective as of August 25,
1994.  The aggregate maximum number of shares for which options
and awards may be issued under the Plan is 600,000 shares of
Common Stock (of which no more than 150,000 shares shall be
available for issuance in the form of Restricted Stock awards,
Unrestricted Stock awards, or Performance Share awards, counted
cumulatively, during the term of the Plan), subject to
adjustments for changes in the Company's capitalization.  No
more than 100,000 shares will be issued to any one individual
pursuant to stock options during any calendar year period.  The
Plan permits the granting of a variety of stock incentive awards
based on Common Stock.  Awards under the Plan include grants of
stock options (both incentive options and non-qualified
options), grants of restricted and unrestricted shares of Common
Stock, and grants of performance shares.  Shares attributable to
certain expired or forfeited awards may be added back to the
pool of shares of Common Stock reserved under the Plan and will
be available for regrant.  Awards under the Plan may be granted
at any time.  However, awards of incentive stock options may
only be granted under the Plan through August 24, 2004.

The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 and is not a
qualified plan under Section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code").

The description of the Plan contained in this Plan
Information Statement does not purport to be complete and
reference is made to the Plan and to the award agreements, in
such form as may be approved by the Committee from time to time
pursuant to the Plan, for a full statement of the terms and
provisions thereof.

Purpose

The purpose of the Plan is to encourage and enable
the officers, employees, and directors of the Company and its
subsidiaries, upon whose judgment, initiative, and efforts the
Company largely depends for the successful conduct of its
business, to acquire a proprietary interest in the Company.

Administration of the Plan

The Plan is administered by the Compensation
Committee of the Board of Directors of the Company (the
"Committee"), which consists of two or more Directors who are
not employees of the Company or any subsidiary (the "Independent
Directors").  The members of the Committee are listed in the
Appendix to this Prospectus.  All members of the Committee are
required to be and are "Disinterested Persons," as that term is
defined under the rules promulgated by the Securities and
Exchange Commission and "Outside Directors," as that term is
defined under Section 162(m) of the Code.
Subject to the terms of the Plan, the Committee has the
power and authority to, among other things, select the
individuals to whom awards under the Plan will be granted; to
make any combination of awards to participants; to determine and
modify the terms and conditions, including restrictions, of each
award; to extend the period in which options may be exercised;
and to enter into written agreements evidencing the terms of
each award.  The Committee's interpretations and decisions with
regard thereto are final and conclusive.

All funds received or held by the Company under this
Plan may be combined with other corporate funds and may be used
for any corporate purpose.

Eligibility

Persons eligible to participate in the Plan are those
full- or part-time officers and other employees of the Company
or its subsidiaries who are responsible for or contribute to the
management, growth or profitability of the Company and its
subsidiaries, as selected from time to time by the Committee in
its sole discretion.  Independent Directors of the Company are
eligible to receive awards under the Plan on a limited basis.

Stock Options

The Plan permits the granting to Company employees of
(i) options to purchase Common Stock intended to qualify as
incentive stock options ("Incentive Options") under Section 422
of the Code and (ii) options that do not so qualify
("Non-Qualified Options").  The option exercise price of each
option granted to eligible Company employees is determined by
the Committee, but, except as otherwise provided below, may not
be less than 100% of the fair market value on the date of grant.
The term "fair market value" with respect to a given date is
generally defined as the closing price per share of Common Stock
on such date, as reflected on the NASDAQ National Market.

To qualify as Incentive Options, options must meet
additional federal tax requirements, including a maximum term of
ten years, a minimum exercise price equal to the fair market
value on the date of grant and a $100,000 limit on the value of
shares which may become exercisable for the first time in any
one year.  In the case of certain large stockholders, the
minimum exercise price of Incentive Options must equal 110% of
fair market value on the date of grant and the maximum term is
limited to five years.  To the extent any option does not
qualify as an Incentive Option, it will constitute a
Non-Qualified Option.

An employee may, with the Committee's consent, elect
to receive a Non-Qualified Option in lieu of cash bonus to which
he may become entitled during the following calendar year
pursuant to some other plan of the Company.  Such an election
must be made on or before the date set by the Committee, which
date shall be no later than fifteen (15) days preceding January
1 of the calendar year in which the cash bonus would otherwise
be paid and such election must irrevocably waive receipt of all
or a portion of the cash bonus.  Each employee making such an
election will be granted a Non-Qualified Option on the date the
waived cash bonus would have been paid.  With respect to an
employee who is subject to Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act"), if the grant date is less than
six (6) months and one (1) day from the date of election, such
grant date will be delayed until the date which is six (6)
months and one (1) day from the date of election.  With respect
to Non-Qualified Options granted in lieu of cash bonus, the
option exercise price will be determined by the Committee but
may not be less than 50% of the fair market value on the date of
grant. The number of shares of stock subject to the
Non-Qualified Option is determined by dividing the amount of the
waived cash bonus by the difference between the fair market
value of the stock on the date the option is granted and the
exercise price per option.
The term of each option is fixed by the Committee. The
Committee also determines at what time or times each option
becomes vested and exercisable and, subject to the terms of the
Plan, the period of time, if any, after death, disability, or
termination of employment during which options may be exercised.
The Committee may accelerate the exercisability of any option at
any time.  Non-Qualified Options granted in lieu of cash bonus
are exercisable immediately.  All options will become
immediately exercisable upon the occurrence of a Change of
Control Event (defined below).

If an employee's employment terminates by reason of
death, any previously granted options become fully exercisable
and may be exercised within a period of 12 months after the
employee's death.  In the case of an employee whose employment
terminates by reason of disability, options held by the employee
become fully exercisable and may be exercised within a period of
12 months after such termination.  If an employee's employment
terminates by reason of retirement, options held by the employee
may be exercised, to the extent they are exercisable at the time
of the retirement, for 12 months after such termination.  In the
case of a retired or disabled employee's death during such
12-month period, such period will be extended six months after
the employee's death.  If an employee's employment with the
Company terminates for cause, all options held by that employee
under the Plan will terminate to the extent they have not been
exercised.  If an employee's employment terminates for any
reason other than death, disability, retirement, or for cause,
an option (to the extent otherwise exercisable) may be exercised
at any time within three months after such termination.  In any
event, the option is subject to earlier termination by its
terms.  

At the discretion of the Committee, options granted
to Company employees under the Plan may include a so-called
"reload" feature pursuant to which an employee exercising an
option by delivery of shares of Common Stock may be
automatically granted an additional option to purchase that
number of shares equal to the number delivered to exercise the
original option.
Stock Options For Independent Directors

Each Independent Director actually serving as
Director of the Company will automatically be granted on the
fifth (5th) business day after each annual meeting of
shareholders, beginning with the 1994 annual meeting, a
Non-Qualified Option to acquire 1,500 shares of stock.  The
exercise price of such an option will be equal to the fair
market value of the stock on the date the option is granted.

All such options granted to Independent Directors
shall be exercisable beginning on the first anniversary of the
date upon which such option was granted.  However, no option
granted to an Independent Director may be exercised more than
ten years from the date of grant.  The rights of an Independent
Director in any options granted shall terminate six months after
such Director ceases to be a Director, or on the stated term of
the Option, if earlier.  Options granted to an Independent
Director and outstanding on the date of his death may be
exercised for a period of six months from the date of death or
until the expiration of the stated term of the Option, if
earlier.  If an Independent Director ceases to serve as a
Director for cause (as defined in the Plan), such Director's
rights in all options granted to him will terminate immediately.

General Provisions Pertaining To Stock Options

Stock options may be exercised in whole or in part.
Upon exercise, the option exercise price must be paid in full in
cash or by certified or bank check or other instrument
acceptable to the Committee or, if the Committee so determines,
by delivery of shares of Common Stock that have been held by the
optionee for at least six months.  The exercise price may also
be delivered to the Company by a broker pursuant to an
irrevocable instruction to the broker from the optionee.

Performance Share Awards

The Plan permits the granting of shares of Common
Stock to employees of the Company or any subsidiary, subject to
such performance goals as the Committee may determine
("Performance Shares").  Such awards may be in lieu of or in
addition to awards of options, restricted stock or unrestricted
stock under the Plan.  Upon the satisfaction of any performance
goals prescribed by the Committee, the participant shall receive
shares of Common Stock.

A recipient of Performance Shares will have the
rights of a shareholder only with respect to shares actually
received by the participant and not with respect to shares that
are subject to the satisfaction of performance goals.  A
participant's rights in all Performance Shares shall
automatically terminate upon the participant's termination of
employment for any reason.
Restricted Stock

The Committee may also make awards of restricted
shares of Common Stock to any employee of the Company or any
subsidiary, subject to such conditions and restrictions as the
Committee may determine ("Restricted Stock").  Such awards may
be in lieu of or in addition to awards of options or performance
shares under the Plan.  Awards of Restricted Stock may be
subject to such conditions and restrictions as the Committee may
determine.  These conditions and restrictions may include the
achievement of certain performance objectives and/or continued
employment with the Company through a specified period.  Upon
the satisfaction of any conditions prescribed by the Committee,
the restrictions applicable to the Restricted Stock will lapse
and the shares will be deemed vested in the participant.

A recipient of shares of Restricted Stock will have
no rights with respect to such shares unless he accepts the
award within 30 days of its grant.  To accept the award, a
recipient must execute a written instrument, in such form as the
Committee determines, setting forth the terms and conditions to
which the shares are subject.  Such a written instrument may
require or permit the immediate payment, waiver, deferral, or
investment of dividends paid on the Restricted Stock.  At this
time, the recipient must also make any required payments in
connection with the purchase of the Restricted Stock.  

In the case of an award of Restricted Stock, a
certificate for the Restricted Stock granted will be issued in
the employee's name but, unless the Committee determines
otherwise, will be held by the Company for the benefit of the
employee.  Subject to the restrictions imposed by the Committee,
the employee will have the rights of a shareholder with respect
to the voting of the Restricted Stock.  Shares of Restricted
Stock may not be sold, assigned, or otherwise disposed of until
all applicable conditions have been satisfied.

If a participant who holds Restricted Stock
terminates employment for any reason other than death or
disability prior to the lapse or waiver of the restrictions, the
Company shall have the right to repurchase the shares or to
require their forfeiture in exchange for the amount, if any,
which the participant paid for them.  Unless otherwise provided
in the instrument evidencing the Restricted Stock award, the
Company must exercise such right within 90 days following such
termination of employment.  If a participant's employment
terminates due to death or disability, such participant will
become fully vested in his Restricted Stock at the time of such
termination to the extent such vesting is otherwise contingent
only on continued service with the Company.  However, if vesting
is contingent on the attainment of pre-established performance
goals, vesting shall remain dependent on the attainment of such
goals.

Unrestricted Stock

The Committee may also grant (or sell at a purchase
price determined by the Committee) shares of Common Stock which
are free from any restrictions under the Plan ("Unrestricted
Stock") to any employee of the Company or any subsidiary in lieu
of any cash compensation to such employee.
Transferability

In general, options and rights granted under the Plan
will not be transferable otherwise than by will or the laws of
descent and distribution, or pursuant to a qualified domestic
relations order under Section 414(p) of the Code.  Options may
be exercised during the holder's lifetime only by the holder.

Issuance of Common Stock

Shares to be issued under the Plan will be made
directly by the Company and will be from authorized but unissued
Common Stock, from shares held in the Treasury of the Company,
or from any other proper source.  No fees or commissions will be
charged in connection with the issuance of shares.

Change of Control

Upon the occurrence of certain Change of Control
Events, outstanding options will become immediately exercisable
in full.  In addition, outstanding Restricted Stock awards and
Performance Share awards will be subject to any Change of
Control provisions prescribed by the Committee at the time of
grant.

A Change of Control Event includes (i) any person or
group, with certain exceptions, acquiring the beneficial
ownership of 50% or more of either the voting securities of the
Company or the then outstanding shares of Stock of the Company,
(ii) a change in the composition of a majority of the Company's
Board of Directors as it was composed on the date that the Plan
was approved by the shareholders unless the selection or
nomination of each of the new members was approved by a majority
of the members of the Company's Board of Directors who were
members on the date the Plan was approved by the shareholders,
or (iii) approval by the Company's shareholders of a
consolidation or merger where the shareholders of the Company
would not beneficially own at least 80% of the voting shares of
the corporation issuing cash or securities, any plan for the
liquidation or dissolution of the Company, or the sale of all or
substantially all of the Company's assets.

Deferrals; Nature of Company's Obligations Under the Plan

The Committee may, in its discretion, require or
permit participants to make elections to defer receipt of
benefits under the Plan.  In such event, the Committee may
provide for the accrual of interest or dividends on benefits
deferred under the Plan on such terms as the Committee may
determine.
Unless the Committee expressly determines otherwise,
participants in the Plan will have rights no greater than those
of a general creditor of the Company.  Generally, Plan
participants will have the rights of a shareholder, such as
voting and dividend rights, only with respect to shares actually
issued in the name of the participant and not with respect to
shares subject to awards which have not been exercised or for
which Common Stock has not yet been issued.

Adjustments or Changes in Common Stock

The Committee will make appropriate adjustments in
the number and kind (and the exercise or purchase price, if
applicable) of shares of Common Stock remaining available for
issuance under the Plan or subject to outstanding awards to
reflect stock dividends, stock splits, split-ups,
recapitalizations, and similar events.  In the event of a
merger, liquidation or similar event, the Committee in its
discretion may provide for substitution or adjustments or may
accelerate or, upon payment or other consideration for the
vested portion of any award as the Committee, in its sole
discretion, deems equitable in the circumstances, terminate such
awards.

Tax Withholding

Plan participants are responsible for the payment of
any federal, state, or local taxes which the Company is required
by law to withhold from the value of any award.  The Company may
deduct any such taxes from any payment otherwise due to the
participant.  Participants may elect to have such tax
obligations satisfied either by authorizing the Company to
withhold shares of Common Stock to be issued pursuant to an
award under the Plan or by transferring to the Company shares of
Common Stock having a value equal to the amount of such taxes.
Such an election is subject to certain limitations for
participants subject to the requirements of Section 16(b) of the
Exchange Act.

Amendments and Termination

The Board of Directors may at any time amend or
discontinue the Plan and the Committee may at any time amend or
cancel outstanding awards (or provide substitute awards at the
same or a reduced exercise or purchase price) for the purpose of
satisfying changes in the law or for any other lawful purpose.
Any amendment that would increase the aggregate number of shares
of Common Stock that may be issued, materially increase the
benefits accruing to Plan participants, or materially modify the
requirements regarding eligibility to participate under the Plan
will be subject to approval by the Company's shareholders.  In
any event, no such action may be taken which adversely affects
any rights under outstanding awards without the holder's consent.
Liens

There is no provision under the Plan or pursuant to
any contract in connection therewith that would permit any
person to create a lien on a participant's interest held under
the Plan.

Restrictions on Reoffer or Resale of Common Stock

Any person may sell, pledge, transfer, hypothecate or
otherwise dispose of his shares of Common Stock acquired
pursuant to options or awards granted under the Plan in any
manner lawfully permitted under federal and state securities
laws so long as the conditions associated with such options or
awards have been met.

The Registration Statement relating to the shares
described herein does not apply to reoffers or resales by
"affiliates" of the Company of shares of Common Stock acquired
by them pursuant to options or awards granted under the Plan.
Rule 405 under the Securities Act provides that an "affiliate"
of the Company is "a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is
under common control with" the Company.  Affiliates must effect
such reoffers or resales either pursuant to an exemption from
registration under the Securities Act (such as an exemption
obtained through compliance with Rule 144) or pursuant to a
separate prospectus covering such reoffer or resale.  Persons
who are not affiliates of the Company generally are entitled to
make such reoffers or resales without restriction.

In addition, every person who is directly or
indirectly the beneficial owner of more than ten percent of the
outstanding shares of Common Stock, every director and every
person who is an officer (within the meaning of Rule 16a-1) of
the Company or, in certain circumstances, a subsidiary of the
Company (a "Section 16(b) Person"), is subject to Sections 16(a)
and 16(b) of the Exchange Act, which provide for, respectively,
(i) the reporting to the Securities and Exchange Commission of
purchases and sales of the equity and derivative securities of
the Company, including purchases pursuant to the exercise of
stock options and (ii) the recovery of the difference between
the prices of any purchase and sale or any sale and purchase of
an equity or derivative security of the Company within a
six-month period, without regard to offsetting losses.  The
rules are applied mechanically to maximize recoverable "profits"
and may result in liability even though the overall trading
actually resulted in a loss.

To avoid short-swing profits liabilities, each
Section 16(b) Person who participates in the Plan should keep in
mind the following:  (a) grants under the Plan will generally
qualify as exempt purchases if the shares are held for at least
six (6) months from the date of grants; (b) purchases (including
grants and exercises of options and grants of other awards)
under the Plan should be reported on the next Form 5 or an
earlier Form 4; (c) sales of Common Stock purchased under the
Plan should be reported on Form 4 within ten days after the end
of the month in which the Common Stock is sold; and (d) any
election of cash settlement of Common Stock to satisfy the tax
withholding consequences should be made either during the
quarterly window period or at least six months in advance.
Please note that the foregoing is not meant to be a
comprehensive description of the Section 16 rules.

The "inside information" provisions of the federal
securities laws impose further restrictions on resales by any
employee, whether or not the employee is an affiliate or an
officer or a Director of the Company or any of its subsidiaries.
TAX ASPECTS UNDER THE U.S. INTERNAL REVENUE CODE

The following is a summary of the current principal
Federal income tax consequences of transactions under the Plan.
It does not describe all Federal tax consequences under the
Plan, nor does it describe state or local tax consequences.

Incentive Options

Under the Code, an employee will not realize taxable
income by reason of the grant or the exercise of an incentive
stock option.  If an employee exercises an incentive stock
option and does not dispose of the shares until the later of (a)
two years from the date the option was granted or (b) one year
from the date shares were transferred to the employee, the
entire gain, if any, realized upon disposition of such shares
will be taxable to the employee as long-term capital gain, and
the Company will not be entitled to any deduction.  If an
employee disposes of the shares within such one-year or two-year
period in a manner so as to violate the holding period
requirements (a "disqualifying disposition"), the employee
generally will realize ordinary income in the year of
disposition, and, provided the Company complies with applicable
withholding requirements, the Company will receive a
corresponding deduction, in an amount equal to the excess of (1)
the lesser of (x) the amount, if any, realized on the
disposition and (y) the fair market value of the shares on the
date the option was exercised over (2) the option price.  Any
additional gain realized on the disposition will be long-term or
short-term capital gain and any loss will be long-term or
short-term capital loss depending upon the holding period of the
stock.  The employee will be considered to have disposed of a
share if he sells, exchanges, makes a gift of or transfers legal
title to the share (except by pledge or by transfer on death).
If the disposition is by gift and violates the holding period
requirements, the amount of the employee's ordinary income (and
the Company's deduction) is equal to the fair market value of
the shares on the date of exercise less the option price.  If
the disposition is by sale or exchange, the employee's tax basis
will equal the amount paid for the shares plus any ordinary
income realized as a result of the disqualifying distribution.
The exercise of an incentive stock option may subject the
employee to the alternative minimum tax.

An employee who surrenders shares of Common Stock in
payment of the exercise price of his incentive stock option
generally will not, under proposed Treasury Regulations,
recognize gain or loss on his surrender of such shares.  The
surrender of shares previously acquired upon exercise of an
incentive stock option in payment of the exercise price of
another incentive stock option is, however, a "disposition" of
such stock.  If the incentive stock option holding period
requirements described above have not been satisfied with
respect to such stock, such disposition will be a disqualifying
disposition that may cause the employee to recognize ordinary
income as discussed above.

Under proposed Treasury Regulations, all of the
shares received by an employee upon exercise of an incentive
stock option by surrendering shares of Common Stock will be
subject to the incentive stock option holding period
requirements.  Of those shares, a number of shares (the
"Exchange Shares") equal to the number of shares of Common Stock
surrendered by the employee will have the same tax basis for
capital gains purposes (increased by any ordinary income
recognized as a result of any disqualifying disposition of the
surrendered shares if they were incentive stock option shares)
and the same capital gains holding period as the shares
surrendered.  For purposes of determining ordinary income upon a
subsequent disqualifying disposition of the Exchange Shares, the
amount paid for such shares will be deemed to be the fair market
value of the shares surrendered.  The balance of the shares
received by the employee will have a tax basis (and a deemed
purchase price) of zero and a capital gains holding period
beginning on the date of exercise.  The incentive stock option
holding period for all shares will be the same as if the option
had been exercised for cash.
An incentive stock option that is exercised by an
employee more than three months after an employee's employment
terminates will be treated as a nonqualified option for federal
income tax purposes.  In the case of an employee who is
disabled, the three-month period is extended to one year and in
the case of an employee who dies, the three-month employment
rule does not apply.

Non-Qualified Options

There are no federal income tax consequences to
either the optionee or the Company on the grant of a
non-qualified option.  On the exercise of a non-qualified
option, the optionee (except as described below) has taxable
ordinary income equal to the excess of the fair market value of
the shares of Common Stock received on the exercise date over
the option price of the shares.  The optionee's tax basis for
the Common Stock acquired upon exercise of a non-qualified
option is increased by the amount of such taxable income.  The
Company will be entitled to a federal income tax deduction in an
amount equal to such excess, provided the Company complies with
applicable withholding rules.  Upon the sale of the Common Stock
acquired by exercise of a non-qualified option, optionees will
realize long-term or short-term capital gain or loss depending
upon their holding period for such stock.

Section 83 of the Code and the regulations thereunder
provide that the date for reporting and determining the amount
of ordinary income (and the Company's equivalent deduction) upon
exercise of a non-qualified option and for the commencement of
the holding period of the shares thereby acquired by an optionee
who is a Section 16(b) Person will be delayed until the date
that is the earlier of (i) six (6) months after the date of the
exercise and (ii) such time as the shares received upon exercise
could be sold at a gain without the optionee being subject to
such potential liability.  Recent changes to the rules of the
Securities and Exchange Commission under Section 16(b) exempt
from application of Section 16(b) liability Common Stock
acquired pursuant to the exercise of an option granted under the
Plan, provided the stock underlying the option is not disposed
of during the six-month period following the date of grant.  As
a result of these recent changes, the foregoing Section 83 rule
will not apply unless the optionee exercises a non-qualified
option within six months of the date of grant.
An optionee who surrenders shares of Common Stock in
payment of the exercise price of a non-qualified option will not
recognize gain or loss on his surrender of such shares.  (Such
an optionee will recognize ordinary income on the exercise of
the non-qualified option as described above.)  Of the shares
received in such an exchange, that number of shares equal to the
number of shares surrendered will have the same tax basis and
capital gains holding period as the shares surrendered.  The
balance of the shares received will have a tax basis equal to
their fair market value on the date of exercise, and the capital
gains holding period will begin on the date of exercise.

Restricted Stock

Under the Code, an employee normally will not realize
taxable income and the Company will not be entitled to a
deduction upon the grant of Restricted Stock.  At the time the
shares are no longer subject to a substantial risk of forfeiture
(as defined in the Code) or become transferable, the employee
will realize taxable ordinary income in an amount equal to the
fair market value of such number of shares of Common Stock which
have become nonforfeitable or transferable and the Company will
be entitled to a deduction in the same amount, provided the
Company complies with applicable withholding requirements.
However, an employee may make an 83(b) Election and recognize
taxable ordinary income in the year the shares of Restricted
Stock are awarded in an amount equal to their fair market value
at the time of the award, determined without regard to the
restrictions.  In that event, the Company will be entitled to a
deduction in such year in the same amount, provided the Company
complies with applicable withholding requirements, and any gain
or loss realized by the employee upon the subsequent disposition
of Common Stock will be capital gain or loss and will not result
in any further deduction to the Company.  Any dividends with
respect to the shares of Restricted Stock that are paid or made
available to an employee who has not made an 83(b) Election
while the shares remain forfeitable are treated as additional
compensation taxable as ordinary income to the employee and
deductible by the Company when paid.  If an 83(b) Election has
been made with respect to the restricted shares, the dividends
represent ordinary dividend income to the employee and are not
deductible by the Company.  If the employee makes an 83(b)
Election and subsequently forfeits the shares, the employee is
not entitled to a deduction as a consequence of such forfeiture,
and the Company must include as ordinary income the amount it
previously deducted in the year of grant with respect to such
shares. 

Unrestricted Stock

The recipient of Unrestricted Stock will generally be
subject to tax at ordinary income rates on the fair market of
the stock on the date that the stock is issued to the
participant.  The Company generally will be entitled to a
deduction equal to the amount treated as compensation that is
taxable as ordinary income to the recipient, provided it
complies with applicable withholding requirements.

Performance Share Awards

There will be no federal income tax consequences to
either the employee or the Company on the grant of a performance
shares or during the period that such an award remains
outstanding.  Upon exercise of such an award, the Common Stock
or cash received by the employee is taxable to the employee as
ordinary income and the Company is entitled to a corresponding
deduction, provided it complies with applicable withholding
requirements.  Upon the sale of any Common Stock acquired by
exercise of a performance share award, the employee will realize
long-term or short-term capital gain or loss, depending upon the
holding period of such stock.
Parachute Payments

The termination of restrictions on Restricted Stock
or the accelerated vesting of any option or performance share
award due to the occurrence of a Change of Control Event may
cause payments with respect to such Restricted Stock or
accelerated vesting of options or performance share awards to be
treated as "parachute payments" as defined in the Code.  Any
such parachute payments may be non-deductible to the Company, in
whole or in part, and may subject the recipient to a
non-deductible 20% federal excise tax on all or portion of such
payment (in addition to other taxes ordinarily payable).

Recent Tax Law Changes

As a result of new Section 162(m) of the Code, the
Company's deduction for certain options and awards under the
Plan may be limited to the extent that a "covered employee"
(i.e., the Chief Executive Officer or other executive officer
whose compensation is required to be reported in the summary
compensation table of the Company's Proxy Statement) receives
compensation (other than performance-based compensation) in
excess of $1 million a year.

State and foreign tax consequences vary from
jurisdiction to jurisdiction, and each employee should consult
his own tax adviser as to the effect of these taxes, as well as
the effect of the federal income tax, in his own particular case.
APPENDIX                   
                                  TO
                        DAKA INTERNATIONAL, INC.
                      1994 EQUITY INCENTIVE PLAN

Plan Administrators

The Plan is currently being administered by the
Compensation Committee.  The names and addresses of the members
of the Compensation Committee are as follows:

                            Erline Belton            
                     c/o DAKA International, Inc.                         
                          One Corporate Place
                            55 Ferncroft Road
                         Danvers, MA 01923-4001

                            Alan D. Schwartz         
                      c/o DAKA International, Inc.                       
                          One Corporate Place
                             55 Ferncroft Road
                          Danvers, MA 01923-4001

                                E.L. Cox             
                      c/o DAKA International, Inc.                          
                          One Corporate Place
                            55 Ferncroft Road
                           Danvers, MA 01923-4001

                              Eric C. Larson         
                      c/o DAKA International, Inc.                       
                          One Corporate Place
                            55 Ferncroft Road
                          Danvers, MA 01923-4001

                             Timothy A. Dugan        
                        c/o DAKA International, Inc.
                            One Corporate Place
                            55 Ferncroft Road
                          Danvers, MA 01923-4001
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
Title of                  Maximum          Maximum 
Securities   Amount       Offering         Aggregate     Amount of 
to be        to be        Price            Offering      Registration
Registered   Registered   Per Share        Price         Fee
----------------------------------------------------------------------
Common Stock, 
par value 
$0.01 
per share    600,000      $16.82 (2)
$10,092,000   $3,480              
             shares(1)
----------------------------------------------------------------------
(1) Plus such additional shares as may be issuable under the 1994
        Equity Incentive Plan in the event of a stock dividend, stock
        split, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h)(1) of the Securities
        Act of 1993, as amended (the "Securities Act"), solely for the
        purposes of determining the aggregate offering price and the
        registration fee and is based upon the average of the high and
        low prices of the Common Stock as quoted on the National Association
        of Securities Dealers Automatic Quotation/National Market System
        on March 2, 1995.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain 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
     July 2, 1994;

(b)(1)  The Registrant's definitive Proxy Statement mailed in connection with
        its Annual Meeting of Stockholders held on December 7, 1994 pursuant
        to Regulation 14A under the Securities Exchange Act of 1934 (the
        "Exchange Act");

   (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
        December 31, 1994;

   (3)  The Registrant's Current Report on Form 8-K filed via EDGAR on
        February 23, 1995.

(c)  The Registrant's Registration Statement on Form S-4 (No. 33-24819) as
     filed on October 7, 1988 and amended by Amendment No. 1, filed on
     October 13, 1988.

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.

The validity of the shares to be offered hereby will
be passed upon for the Registrant by Goodwin, Proctor & Hoar,
counsel to the Registrant.
Item 6.  Indemnification of Directors and Officer.

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 my 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 determinaiton 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      Opinions of Counsel, as to the legality of the securities being
         registered. 
10.1     The DAKA International, Inc. 1994 Equity Incentive Plan. 
23.1(a)  Consent of Counsel (included in Exhibit 5.1 hereto). 
23.1(b)  Consent of Independent Accountants. 
24       Powers of Attorney (included in Part II of this registration
         statement).

*Incorporated by reference to the Registrant's Registration Statement on
 Form S-4 (No. 33-24819), as amended.

Item 9.  Undertakings. 
(a)  The undersigned registrant hereby undertakes:

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

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

    (ii)    To reflect in the prospectus any facts or events arising after
            the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or
            in the aggregate, represent a fundamental change in the information
            set forth in the registration statement; 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 registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the terination
       of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing
     of the registrant's annual report pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference
     in 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 March
9, 1995.

                                            DAKA INTERNATIONAL, INC.

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

Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.

Each person whose signature appears below constitutes
and appoints William H. Baumhauer and Allen R. Maxwell and each
of them, as her or his true and lawful attorney-in-fact and
agent, with full power of substitution, for her or him  and in
her or his name, place and stead, in any and all capacities to
sign any or all amendments or post-effective amendments to this
registration statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her or
his substitute, may lawfully do or cause to be done by virtue
hereof.

Signature                          Title                        Date

---------------------------        Chairman, Chief Executive    March 9, 1995 
William H. Baumhauer               Officer and Director
                                   (Principal Executive Officer)

---------------------------        President and Chief          March 9, 1995 
Allen R. Maxwell                   Operating Officer

---------------------------        Senior Vice President,       March 9, 1995 
Michael A. Woodhouse               Chief Financial Officer
                                   and Treasurer

---------------------------        Director                     March 9, 1995 
E.L. Cox

---------------------------        Director                     March 9, 1995 
Timothy A. Dugan
---------------------------        Director                     March 9, 1995 
Eric C. Larson

---------------------------        Director                     March 9, 1995 
Erline Belton

---------------------------        Director                     March 9, 1995 
Alan D. Schwartz
EXHIBIT INDEX

Exhibit No.           Description

(4.1)                 Certificate of Incorporation*

(4.2)                 By-laws*

(5.1)                 Opinion of Goodwin, Procter & Hoar as to the legality
                      of the securities being registered.

(10.1)                The DAKA International, Inc. 1994 Equity Incentive Plan.

(23.1)(a)             Consent of Counsel (included in Exhibit 5.1 hereto).

(23.1)(b)             Consent of Deloitte & Touche, Independent Auditors.

(24)                  Powers of Attorney (included in Part II of this
                      registration statement).

*Incorporated by reference to the Registrant's Registration Statement on
 Form S-4 (No. 33-24819), as amended.