Lyle B. Stewart, P.C.
                           3751 South Quebec Street
                            Denver, Colorado 80237
                          Telephone:     303-267-0920
                             Fax:     303-267-0922


United  States  Securities  and  Exchange  Commission
February  3,  1998
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington,  D.C.  20459

Dear  Madams  and  Sirs:

On  behalf of my client, The Quizno's Corporation, I am filing herewith a Form
S-8  relating  to  such  company's  Employee Stock Option Plan and Amended and
Restated  Stock  Option  Plan  for  Non-Employee  Directors  and  Advisors.

If you have any questions about this filing, please contact the undersigned at
the  telephone  or  fax  numbers  indicated  above.

     Very  truly  yours



     /S/Lyle  B.  Stewart


<PAGE>



497657.001(B&F)                    Registration  No.  333-
                                   (as filed with the SEC on February 3, 1998)

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                           The Quizno's Corporation
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     Colorado                                               84-1169286
     (STATE  OR  OTHER JURISDICTION OF INCORPORATION     (I.R.S. EMPLOYER
     OR ORGANIZATION)                                  IDENTIFICATION  NO.)

     1099  18th  Street,  Suite  2850
     Denver,  Colorado                                         80202
     (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)          (ZIP  CODE)

                           The Quizno's Corporation

                      (1)     Employee Stock 012tion Plan
                      ---     ---------------------------
  (2)     Amended and Restated Stock Option Plan for Non-Employee Directors and
  ---     ---------------------------------------------------------------------
                                   Advisors
                                   --------

                           (FULL TITLE OF THE PLAN)

                            Patrick E. Meyers, Esq.
                      Vice President and General Counsel
                           The Quizno's Corporation
                         1099 18th Street, Suite 2850
                            Denver, Colorado 80202
                            ----------------------
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (303) 291-0999
                                --------------
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                with a copy to:
                           Lyle B. Stewart, Esquire
                             Lyle B. Stewart, P.C.
                             3751 S. Quebec Street
                            Denver, Colorado 80237
                                (303) 267-0920
                        CALCULATION OF REGISTRATION FEE
                        -------------------------------

<TABLE>
<CAPTION>
                               Proposed     Proposed
  Title of                      Maximum     Maximum
Securities                   Offering Price     Aggregate  Amount of
    to be      Amount to be       Per       Offering      Registration
 Registered   Registered (1)   Share (2)    Price (1)         Fee
------------ ---------------  ----------  --------------   ---------
<S>                 <C>           <C>          <C>           <C>
Common stock,
 par value
 $.001 per
 share           460,000      $  5.4375    $  2,501,250      $ 737.90
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.
In  accordance  with  Rule  457(c)  and (h), the price shown is based upon the
average  of the high and low price of The Quizno's Corporation Common Stock on
January  28,  1998,  $5.4375,  as  reported  on  the  Nasdaq  SmallCap Market.

<PAGE>
     PART  I  -  INFORMATION  REQUIRED  IN  THE  SECTION  10(a)  PROSPECTUS

The  documents  containing  the  information  specified  in  Part  I  of  this
Registration Statement will be given or sent to all persons who are granted or
exercise  options  under  the  Area Director Equity Participation Stock Option
Plan  of  The  Quizno's Corporation (the "Company"), as specified by Rule 428.

PART  II  -  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
          ----------------------------------------------------

The following documents filed with the Securities and Exchange Commission (the
"Commission")  pursuant  to the Securities Exchange Act of 1934 (the "Exchange
Act")  by  the  Company  (File  No.  000-23174)  are  incorporated  herein  by
reference:

(a)         the Company's annual report for the fiscal year ended December 31,
1996  filed  on  Form  10-KSB, as filed with the Commission on March 31, 1997;

(b)       the Company's quarterly reports for the periods ended March 31, June
30,  and  September  30,  1997,  each  filed on Form 10-QSB, as filed with the
Commission  on  May  15,  August 12, and October 9, 1997, respectively, and as
amended  on  Forms  10-QSB/A  filed  on  August  19  and  October  14,  1997,
respectively;

(c)      the Company's current reports dated January 21, April 2, May 28, June
27,  July 3 1, August 13 and November 26, 1997 on Form 8-K, as amended by Form
8-K/A  filed  on  December  31,  1997;  and

(d)        the description of the Company's Common Stock which is contained in
the Company's Registration Statement on Form 8-A filed under the Exchange Act,
including  any  amendment  or  reports  filed for the purpose of updating such
description.

Each  document filed by the Company after the date hereof pursuant to Sections
13(a),  13(c),  14  or  15(d) of the Exchange Act and prior to the filing of a
post-effective  amendment  which  indicates that all securities offered hereby
have  been sold or which deregisters all securities remaining unsold, shall be
deemed  to  be  incorporated  by  reference in this Registration Statement and
shall  be part hereof from the date of filing of such document.  Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent that a statement
contained  herein  (or  any  other  subsequently  filed document which also is
incorporated  by reference herein) modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed to constitute a part
hereof  except  as  so  modified  or  superseded.

ITEM  4.  DESCRIPTION  OF  SECURITIES.
          ---------------

Not  applicable.


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
          -------------------------------------------

Not  applicable.

<PAGE>

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
          ---------------------------------------------

Article 109 of the Colorado Business Corporation Act generally provides that a
corporation  may  indemnify  its  directors,  officers,  employees  and agents
against  liabilities  and  reasonable expenses incurred in connection with any
threatened,  pending,  or  completed action, suit or proceeding whether civil,
criminal,  administrative  or  investigative and whether formal or informal (a
"Proceeding"), by reason of being or having been a director, officer, employee
or  agent  of  the  Company, if such person acted in good faith and reasonably
believed  that  his  conduct, in his conduct, in his official capacity, was in
the best interests of the Company (or, with respect to employee benefit plans,
was  in  the best interests of the participants of the plan), and in all other
cases  his  conduct  was at least not opposed to the Company's best interests.
In the case of a criminal proceeding, the director, officer, employee or agent
must  have had no reasonable cause to believe his conduct was unlawful.  Under
Colorado  Law,  the Company may not indemnify a director, officer, employee or
agent in connection with a Proceeding by or in the right of the Company if the
director  is  adjudged  liable to the Company, or in a proceeding in which the
director,  officer,  employee  or  agent  is  adjudged  liable for an improper
personal  benefit.

The  Company's  Articles  of  Incorporation  provide  that  the  Company shall
indemnify  its  directors,  and  officers, employees and agents to the fullest
extent  and in the manner permitted by the provisions of the laws of the State
of  Colorado,  as  amended  from  time  to  time,  subject  to any permissible
expansion  or  limitation  of  such indemnification as may be set forth in the
by-laws  of  the  Company  or any shareholders' or directors' resolution or by
contract.   The Company has entered into agreements to provide indemnification
for  the  Company's  directors  consistent with its Articles of Incorporation.

Insofar  as  indemnification for liabilities under the Act may be permitted to
directors,  officers  or  persons  controlling  the  Company  pursuant  to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission,  such indemnification is against public policy as expressed in the
Act  and  is  therefore  unenforceable.

ITEM  7.  EXEMPTION  FROM  RE2ISTRATION  CLAIMED.
          --------------------------------------

Not  applicable.

ITEM  8.  EXHIBITS.
          --------

5.1          Opinion  of  Lyle  B.  Stewart,  P.C.

23.1          Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC

23.2          Consent  of  Lyle  B.  Stewart,  P.C. (included in Exhibit 5. 1)

24.          Power  of  Attorney  (included  on  signature  page)

99.1          Employee  Stock  Option  Plan

99.2     Amended and Restated Stock Option Plan for Non-Employee Directors and
Advisors

<PAGE>

ITEM  9.  UNDERTAKINGS.
          ------------

The  undersigned  registrant  hereby  undertakes:

A.     (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.    Notwithstanding  the  foregoing,  any  increase or
decrease  in  volume  of  securities  offered  (if  the  total dollar value of
securities  offered  would  not  exceed  that  which  was  registered) and any
deviation from the low or high end of the estimated maximum offering range may
be  reflected  in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more  than  a  20% change in the maximum aggregate offering price set forth in
the  "Calculation  of  Registration  Fee"  table in the effective registration
statement;

(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) do not apply if
the  registration  statement  is  on Form S-3 or Form S-8, and the information
required  to  be included in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed by the 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.

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


<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  Denver,  Colorado  on  January  30,  1998.


THE  QUIZNO'S  CORPORATION


By  /s/  Patrick  E.  Meyers
    ------------------------
Patrick  E.  Meyers,  Vice  President  and  General  Counsel


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  dates  indicated.

Each  person  whose  signature  appears  below  in  so  signing  also  makes,
constitutes and appoints Richard E. Schaden and Patrick E. Meyers, and each of
them,  his  or  her  true  and  lawful  attorney-in-fact,  with  full power of
substitution,  for  him  in any and all capacities, to execute and cause to be
filed  with  the Securities and Exchange Commission any and all amendments and
post-effective  amendments  to  this  Registration  Statement,  with  exhibits
thereto  and  other documents in connection therewith, and hereby ratifies and
confirms  all  that said attorney-in-fact or his substitute or substitutes may
do  or  cause  to  be  done  by  virtue  hereof.

     Signature                        Title                          Date
-------------------      ----------------------------------     --------------

/s/ Richard E. Schaden   President, Chief Executive Office
Richard E. Schaden       and Director (Principal Executive
                         Officer)                            February 3,  1998

/s/ John L. Gallivan     Chief Financial Officer and 
John L. Gallivan         Treasurer (Principal Financial
                         and  Accounting  Officer)           February 3,  1998

/s/ Richard F. Schaden   Vice President, Secretary and 
Richard F. Schaden       Director                            February 3,  1998

/s/ Brownell M. Bailey   Director                            February 3, 1998
Brownell  M.  Bailey

/s/ Mark L. Bromberg     Director                            February 3,  1998
Mark  L.  Bromberg

/s/ J. Eric Lawrence     Director                            February 3, 1998
J.  Eric  Lawrence

/s/ Frederick H. Schaden Director                            February 3, 1998
Frederick  H.  Schaden



<PAGE>
                                 EXHIBIT INDEX



Number          Exhibit
------          -------

5.1          Opinion  of  Lyle  B.  Stewart,  P.C.

23.1          Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC

23.2          Consent  of  Lyle  B.  Stewart,  P.C. (included in Exhibit 5. 1)

24.          Power  of  Attorney  (included  on  signature  page)

99.1          Employee  Stock  Option  Plan

99.2     Amended and Restated Stock Option Plan for Non-Employee Directors and
Advisors
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15627}]
{"company-data": {"conformed-name": "QUIZNOS CORP", "cik": "0000915803", "assigned-sic": "6794", "irs-number": "841169286", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45549", "film-number": "98520553"}, "business-address": {"street1": "1099 18TH ST STE 2850", "street2": "STE 601", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032910999"}, "mail-address": {"street1": "7555 E HAMPDEN AVE SUITE 601", "street2": "7555 E HAMPDEN AVE SUITE 601", "city": "DENVER", "state": "CO", "zip": "80331"}}
Lyle B. Stewart, P.C.
                           3751 South Quebec Street
                            Denver, Colorado 80237
                          Telephone:     303-267-0920
                             Fax:     303-267-0922

United  States  Securities  and  Exchange  Commission
February  3,  1998
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington,  D.C.  20459

Dear  Madams  and  Sirs:

On  behalf of my client, The Quizno's Corporation, I am filing herewith a Form
S-8  relating  to  such  company's  Employee Stock Option Plan and Amended and
Restated  Stock  Option  Plan  for  Non-Employee  Directors  and  Advisors.

If you have any questions about this filing, please contact the undersigned at
the  telephone  or  fax  numbers  indicated  above.

     Very  truly  yours

     /S/Lyle  B.  Stewart
497657.001(B&F)                    Registration  No.  333-
                                   (as filed with the SEC on February 3, 1998)

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                           The Quizno's Corporation
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     Colorado                                               84-1169286
     (STATE  OR  OTHER JURISDICTION OF INCORPORATION     (I.R.S. EMPLOYER
     OR ORGANIZATION)                                  IDENTIFICATION  NO.)

     1099  18th  Street,  Suite  2850
     Denver,  Colorado                                         80202
     (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)          (ZIP  CODE)

                           The Quizno's Corporation

                      (1)     Employee Stock 012tion Plan
                      ---     ---------------------------
  (2)     Amended and Restated Stock Option Plan for Non-Employee Directors and
  ---     ---------------------------------------------------------------------
                                   Advisors
                                   --------

                           (FULL TITLE OF THE PLAN)

                            Patrick E. Meyers, Esq.
                      Vice President and General Counsel
                           The Quizno's Corporation
                         1099 18th Street, Suite 2850
                            Denver, Colorado 80202
                            ----------------------
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (303) 291-0999
                                --------------
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                with a copy to:
                           Lyle B. Stewart, Esquire
                             Lyle B. Stewart, P.C.
                             3751 S. Quebec Street
                            Denver, Colorado 80237
                                (303) 267-0920
                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
Proposed     Proposed
  Title of                      Maximum     Maximum
Securities                   Offering Price     Aggregate  Amount of
    to be      Amount to be       Per       Offering      Registration
 Registered   Registered (1)   Share (2)    Price (1)         Fee
------------ ---------------  ----------  --------------   ---------
Common stock,
 par value
 $.001 per
 share           460,000      $  5.4375    $  2,501,250      $ 737.90
(1)      Estimated solely for the purpose of calculating the registration fee.
In  accordance  with  Rule  457(c)  and (h), the price shown is based upon the
average  of the high and low price of The Quizno's Corporation Common Stock on
January  28,  1998,  $5.4375,  as  reported  on  the  Nasdaq  SmallCap Market.
PART  I  -  INFORMATION  REQUIRED  IN  THE  SECTION  10(a)  PROSPECTUS

The  documents  containing  the  information  specified  in  Part  I  of  this
Registration Statement will be given or sent to all persons who are granted or
exercise  options  under  the  Area Director Equity Participation Stock Option
Plan  of  The  Quizno's Corporation (the "Company"), as specified by Rule 428.

PART  II  -  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
          ----------------------------------------------------

The following documents filed with the Securities and Exchange Commission (the
"Commission")  pursuant  to the Securities Exchange Act of 1934 (the "Exchange
Act")  by  the  Company  (File  No.  000-23174)  are  incorporated  herein  by
reference:

(a)         the Company's annual report for the fiscal year ended December 31,
1996  filed  on  Form  10-KSB, as filed with the Commission on March 31, 1997;

(b)       the Company's quarterly reports for the periods ended March 31, June
30,  and  September  30,  1997,  each  filed on Form 10-QSB, as filed with the
Commission  on  May  15,  August 12, and October 9, 1997, respectively, and as
amended  on  Forms  10-QSB/A  filed  on  August  19  and  October  14,  1997,
respectively;

(c)      the Company's current reports dated January 21, April 2, May 28, June
27,  July 3 1, August 13 and November 26, 1997 on Form 8-K, as amended by Form
8-K/A  filed  on  December  31,  1997;  and

(d)        the description of the Company's Common Stock which is contained in
the Company's Registration Statement on Form 8-A filed under the Exchange Act,
including  any  amendment  or  reports  filed for the purpose of updating such
description.

Each  document filed by the Company after the date hereof pursuant to Sections
13(a),  13(c),  14  or  15(d) of the Exchange Act and prior to the filing of a
post-effective  amendment  which  indicates that all securities offered hereby
have  been sold or which deregisters all securities remaining unsold, shall be
deemed  to  be  incorporated  by  reference in this Registration Statement and
shall  be part hereof from the date of filing of such document.  Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent that a statement
contained  herein  (or  any  other  subsequently  filed document which also is
incorporated  by reference herein) modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed to constitute a part
hereof  except  as  so  modified  or  superseded.

ITEM  4.  DESCRIPTION  OF  SECURITIES.
          ---------------

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
          -------------------------------------------

Not  applicable.
ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
          ---------------------------------------------

Article 109 of the Colorado Business Corporation Act generally provides that a
corporation  may  indemnify  its  directors,  officers,  employees  and agents
against  liabilities  and  reasonable expenses incurred in connection with any
threatened,  pending,  or  completed action, suit or proceeding whether civil,
criminal,  administrative  or  investigative and whether formal or informal (a
"Proceeding"), by reason of being or having been a director, officer, employee
or  agent  of  the  Company, if such person acted in good faith and reasonably
believed  that  his  conduct, in his conduct, in his official capacity, was in
the best interests of the Company (or, with respect to employee benefit plans,
was  in  the best interests of the participants of the plan), and in all other
cases  his  conduct  was at least not opposed to the Company's best interests.
In the case of a criminal proceeding, the director, officer, employee or agent
must  have had no reasonable cause to believe his conduct was unlawful.  Under
Colorado  Law,  the Company may not indemnify a director, officer, employee or
agent in connection with a Proceeding by or in the right of the Company if the
director  is  adjudged  liable to the Company, or in a proceeding in which the
director,  officer,  employee  or  agent  is  adjudged  liable for an improper
personal  benefit.

The  Company's  Articles  of  Incorporation  provide  that  the  Company shall
indemnify  its  directors,  and  officers, employees and agents to the fullest
extent  and in the manner permitted by the provisions of the laws of the State
of  Colorado,  as  amended  from  time  to  time,  subject  to any permissible
expansion  or  limitation  of  such indemnification as may be set forth in the
by-laws  of  the  Company  or any shareholders' or directors' resolution or by
contract.   The Company has entered into agreements to provide indemnification
for  the  Company's  directors  consistent with its Articles of Incorporation.

Insofar  as  indemnification for liabilities under the Act may be permitted to
directors,  officers  or  persons  controlling  the  Company  pursuant  to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission,  such indemnification is against public policy as expressed in the
Act  and  is  therefore  unenforceable.

ITEM  7.  EXEMPTION  FROM  RE2ISTRATION  CLAIMED.
          --------------------------------------

Not  applicable.

ITEM  8.  EXHIBITS.
          --------

5.1          Opinion  of  Lyle  B.  Stewart,  P.C.

23.1          Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC

23.2          Consent  of  Lyle  B.  Stewart,  P.C. (included in Exhibit 5. 1)

24.          Power  of  Attorney  (included  on  signature  page)

99.1          Employee  Stock  Option  Plan

99.2     Amended and Restated Stock Option Plan for Non-Employee Directors and
Advisors
ITEM  9.  UNDERTAKINGS.
          ------------

The  undersigned  registrant  hereby  undertakes:

A.     (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.    Notwithstanding  the  foregoing,  any  increase or
decrease  in  volume  of  securities  offered  (if  the  total dollar value of
securities  offered  would  not  exceed  that  which  was  registered) and any
deviation from the low or high end of the estimated maximum offering range may
be  reflected  in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more  than  a  20% change in the maximum aggregate offering price set forth in
the  "Calculation  of  Registration  Fee"  table in the effective registration
statement;

(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) do not apply if
the  registration  statement  is  on Form S-3 or Form S-8, and the information
required  to  be included in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed by the 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.

(3)     To remove from registration by means of a post-effective amendment any
of  the  securities being registered which remain unsold at the termination of
the  offering.
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  Denver,  Colorado  on  January  30,  1998.

THE  QUIZNO'S  CORPORATION

By  /s/  Patrick  E.  Meyers
    ------------------------
Patrick  E.  Meyers,  Vice  President  and  General  Counsel

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  dates  indicated.

Each  person  whose  signature  appears  below  in  so  signing  also  makes,
constitutes and appoints Richard E. Schaden and Patrick E. Meyers, and each of
them,  his  or  her  true  and  lawful  attorney-in-fact,  with  full power of
substitution,  for  him  in any and all capacities, to execute and cause to be
filed  with  the Securities and Exchange Commission any and all amendments and
post-effective  amendments  to  this  Registration  Statement,  with  exhibits
thereto  and  other documents in connection therewith, and hereby ratifies and
confirms  all  that said attorney-in-fact or his substitute or substitutes may
do  or  cause  to  be  done  by  virtue  hereof.

     Signature                        Title                          Date
-------------------      ----------------------------------     --------------

/s/ Richard E. Schaden   President, Chief Executive Office
Richard E. Schaden       and Director (Principal Executive
                         Officer)                            February 3,  1998

/s/ John L. Gallivan     Chief Financial Officer and 
John L. Gallivan         Treasurer (Principal Financial
                         and  Accounting  Officer)           February 3,  1998

/s/ Richard F. Schaden   Vice President, Secretary and 
Richard F. Schaden       Director                            February 3,  1998

/s/ Brownell M. Bailey   Director                            February 3, 1998
Brownell  M.  Bailey

/s/ Mark L. Bromberg     Director                            February 3,  1998
Mark  L.  Bromberg

/s/ J. Eric Lawrence     Director                            February 3, 1998
J.  Eric  Lawrence

/s/ Frederick H. Schaden Director                            February 3, 1998
Frederick  H.  Schaden
EXHIBIT INDEX

Number          Exhibit
------          -------

5.1          Opinion  of  Lyle  B.  Stewart,  P.C.

23.1          Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC

23.2          Consent  of  Lyle  B.  Stewart,  P.C. (included in Exhibit 5. 1)

24.          Power  of  Attorney  (included  on  signature  page)

99.1          Employee  Stock  Option  Plan

99.2     Amended and Restated Stock Option Plan for Non-Employee Directors and
Advisors