<PAGE>

     As filed with the Securities and Exchange Commission on May 3, 2000.

                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                          HARRY'S FARMERS MARKET, INC.
               (Exact Name of Issuer as Specified in its Charter)

               Georgia                                     58-2037452
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                  Identification Number)

                            1180 Upper Hembree Road
                            Roswell, Georgia  30076
                                 (770) 667-8878
        (Address, including zip code, and telephone number of Principal
                              Executive Offices)

                225,000 STOCK OPTIONS GRANTED TO JOHN D. BRANCH
               50,000 STOCK OPTIONS GRANTED TO ROBERT C. GLUSTROM
                10,000 STOCK OPTIONS GRANTED TO CHARLES W. SAPP
                           (Full Titles of the Plans)

                 JOHN D. BRANCH                            Copy to:
Senior Vice President and Chief Financial Officer       JOHN L. LATHAM
           Harry's Farmers Market, Inc.                Alston & Bird LLP
             1180 Upper Hembree Road                  One Atlantic Center
              Roswell, Georgia 30076              1201 West Peachtree Street, NW
                 (770) 667-8878                     Atlanta, Georgia 30309-3424
   (Name, address, including zip code, and               (404) 881-7915
     telephone number, including area code, of
                agent for service)

                            _______________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                                        Proposed        Proposed        Amount of
    Title of Securities                    Amount to                    Maximum         Maximum      Registration Fee
      to be Registered                 be Registered (1)             Offering Price    Aggregate
                                                                        Per Unit     Offering Price
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                    <C>             <C>             <C>
Class A Common Stock, no       225,000 granted to John D. Branch        $0.9688         $217,980
      par value               50,000 granted to Robert C. Glustrom      $0.9688         $ 48,440         $73.00
                               10,000 granted to Charles W. Sapp        $  1.04         $ 10,400
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also includes an indeterminate number of additional shares that
     may become issuable pursuant to the antidilution adjustment provisions of
     the options.
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         (a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plans as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.

         (b) Upon written or oral request, we will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement.  The documents are incorporated by reference in the Section 10(a)
prospectus.  We will also provide, without charge, upon written or oral request,
other documents required to be delivered pursuant to Rule 428(b).  Requests for
the above mentioned information, should be directed to John D. Branch, Senior
Vice President and Chief Financial Officer, at (770) 667-8878.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed by Harry's Farmers Market, Inc. (File No.
000-21486) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and are deemed to be a part hereof
from the date of the filing of such documents:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
February 2, 2000;

     (2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since February 2, 2000;

     (3) The description of common stock contained in the Company's Registration
Statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description; and

     (4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

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

Item 4.  Description of Securities.  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.  The legality of the common
stock registered hereby has been passed upon by Alston & Bird LLP, counsel to
the Company.

Item 6.  Indemnification of Directors and Officers

       As provided under Georgia law, the Company's Articles of Incorporation
provide that a director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty of care or any other duty
owed to the Company as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any appropriation, in
violation of his duties, of any business opportunity of the Company, (b) for
acts or omissions that involve intentional misconduct or a knowing violation of
law, (c) for unlawful corporate distributions, or (d) for any transaction from
which the director received an improper personal benefit.

       Article VI of the Company's By-Laws provides that the Company shall
indemnify a director who has been successful in the defense of any proceeding to
which he was a party or in defense of any claim, issue or matter therein because
he is or was a director of the Company, against reasonable expenses incurred by
him in connection with such defense.

       The Company By-Laws also provide that the Company is required to
indemnify any director, officer, employee or agent made a party to a proceeding
because he is or was a director, employee or agent against liability incurred in
the proceeding if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the Company and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Director,
(b) a majority of a committee of disinterested directors, (c) independent legal
counsel, or (d) an affirmative vote of a majority of shares held by
disinterested stockholders.  No indemnification may be made to or on behalf of a
director, officer, employee or agent (i) in connection with a proceeding by or
in the right of the Company in which such person was adjudged liable to the
Company or (ii) in connection with any other proceeding in which such person was
adjudged liable on the basis that personal benefit was improperly received by
him.

       The Company may, if authorized by its shareholders by a majority of votes
that would be entitled to be case in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a director, officer,
employee or agent made a party to a proceeding, including a proceeding brought
by or in the right of the Company.


Item 7.  Exemption from Registration Claimed.  Not Applicable.
<PAGE>

Item 8.  Exhibits/1/

         Exhibit Number                Description
         --------------                -----------

               5             Opinion of Counsel.

             4.1.1           Articles of Incorporation of HFM, Inc. (Form S-1
                             Exhibit 3.2)

             4.1.2           Articles of Amendment to Articles of Incorporation
                             (Form S-1 Exhibit 3.2)

             4.1.3           Articles of Amendment to Articles of Incorporation
                             (1/30/95 8-K Exhibit 3(I).2)

               4.2           Bylaws of HFM, Inc. (Form S-1 Exhibit 3.3)

               4.3           Non-Qualified Stock Option Agreement dated April
                             16, 1999 between Harry's Farmers Market, Inc. and
                             John D. Branch.

               4.4           Non-Qualified Stock Option Agreement dated December
                             13, 1999 between Harry's Farmers Market, Inc. and
                             Robert C. Glustrom.

               4.5           Non-Employee Director Non-Qualified Stock Option
                             Agreement dated February 5, 1999 between Harry's
                             Farmers Market, Inc. and Charles W. Sapp.

              23.1           Consent of Counsel (included in Exhibit 5).

              23.2           Consent of Independent Public Accountants.

              24             Power of Attorney (included on signature page).


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 this Registration Statement (or the most recent
     post-effective amendment

----------------
/1/  Exhibits are numbered in accordance with Item 601 of Regulation S-K.
<PAGE>

     thereof) which, individually or in the aggregate, represent a fundamental
     change in the information set forth in this Registration Statement; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     -----------------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being 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.

     (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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered 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 provisions described in Item 6 of this
Part II, 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 on Following Page)
<PAGE>

                                   SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Harry's Farmers Market, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on May 2, 2000.


                              HARRY'S FARMERS MARKET, INC.


                              By:   /s/ Harry A. Blazer
                                    -------------------
                                    Harry A. Blazer
                                    President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harry A. Blazer and John L. Latham, and each of
them (with full power in each to act alone), as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including 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 attorneys-in-fact and agents, and each of them, 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 attorneys-in-
fact and agents or any of the, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of May 2, 2000.


Signatures                             Title
------------                           -----

/s/ Harry A. Blazer             Director, President and
---------------------------     Chief Executive Officer
Harry A. Blazer                 (Principal Executive Officer)


/s/ John D. Branch              Director, Senior Vice President
---------------------------     and Chief Financial Officer
John D. Branch                  (Principal Financial and Accounting Officer)


/s/ Robert C. Glustrom          Director
---------------------------
Robert C. Glustrom
<PAGE>

/s/ Donald M. Pamenter          Director
---------------------------
Donald M. Pamenter


/s/ Charles W. Sapp             Director
---------------------------
Charles W. Sapp
<PAGE>

                                                   Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

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

                              EXHIBITS FILED WITH

                             REGISTRATION STATEMENT

                                  ON FORM S-8

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                          HARRY'S FARMERS MARKET, INC.
                            1180 Upper Hembree Road
                            Roswell, Georgia  30076
                                 (770) 667-8878

<PAGE>

                                 EXHIBIT INDEX
                                      TO
                      REGISTRATION STATEMENT ON FORM S-8

XXXX

         Exhibit Number                Description
         --------------                -----------

               5             Opinion of Counsel.

            *4.1.1           Articles of Incorporation of HFM, Inc. (Form S-1
                             Exhibit 3.2)

            *4.1.2           Articles of Amendment to Articles of Incorporation
                             (Form S-1 Exhibit 3.2)

            *4.1.3           Articles of Amendment to Articles of Incorporation
                             (1/30/95 8-K Exhibit 3(I).2)

              *4.2           Bylaws of HFM, Inc. (Form S-1 Exhibit 3.3)

               4.3           Non-Qualified Stock Option Agreement dated April
                             16, 1999 between Harry's Farmers Market, Inc. and
                             John D. Branch.

               4.4           Non-Qualified Stock Option Agreement dated December
                             13, 1999 between Harry's Farmers Market, Inc. and
                             Robert C. Glustrom.

               4.5           Non-Employee Director Non-Qualified Stock Option
                             Agreement dated February 5, 1999 between Harry's
                             Farmers Market, Inc. and Charles W. Sapp.

              23.1           Consent of Counsel (included in Exhibit 5).

              23.2           Consent of Independent Public Accountants.

              24             Power of Attorney (included on signature page).


*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19945}]
{"company-data": {"conformed-name": "HARRYS FARMERS MARKET INC", "cik": "0000899755", "assigned-sic": "5411", "irs-number": "582037452", "state-of-incorporation": "GA", "fiscal-year-end": "0203"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36292", "film-number": "619460"}, "business-address": {"street1": "1180 UPPER HEMBREE RD", "city": "ATLANTA", "state": "GA", "zip": "30076", "phone": "4046646300"}}
As filed with the Securities and Exchange Commission on May 3, 2000.

                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                          HARRY'S FARMERS MARKET, INC.
               (Exact Name of Issuer as Specified in its Charter)

               Georgia                                     58-2037452
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                  Identification Number)

                            1180 Upper Hembree Road
                            Roswell, Georgia  30076
                                 (770) 667-8878
        (Address, including zip code, and telephone number of Principal
                              Executive Offices)

                225,000 STOCK OPTIONS GRANTED TO JOHN D. BRANCH
               50,000 STOCK OPTIONS GRANTED TO ROBERT C. GLUSTROM
                10,000 STOCK OPTIONS GRANTED TO CHARLES W. SAPP
                           (Full Titles of the Plans)

                 JOHN D. BRANCH                            Copy to:
Senior Vice President and Chief Financial Officer       JOHN L. LATHAM
           Harry's Farmers Market, Inc.                Alston & Bird LLP
             1180 Upper Hembree Road                  One Atlantic Center
              Roswell, Georgia 30076              1201 West Peachtree Street, NW
                 (770) 667-8878                     Atlanta, Georgia 30309-3424
   (Name, address, including zip code, and               (404) 881-7915
     telephone number, including area code, of
                agent for service)

                            _______________________

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                        Proposed        Proposed        Amount of
    Title of Securities                    Amount to                    Maximum         Maximum      Registration Fee
      to be Registered                 be Registered (1)             Offering Price    Aggregate
                                                                        Per Unit     Offering Price
---------------------------------------------------------------------------------------------------------------------
Class A Common Stock, no       225,000 granted to John D. Branch        $0.9688         $217,980
      par value               50,000 granted to Robert C. Glustrom      $0.9688         $ 48,440         $73.00
                               10,000 granted to Charles W. Sapp        $  1.04         $ 10,400
---------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also includes an indeterminate number of additional shares that
     may become issuable pursuant to the antidilution adjustment provisions of
     the options.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         (a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plans as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.

         (b) Upon written or oral request, we will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement.  The documents are incorporated by reference in the Section 10(a)
prospectus.  We will also provide, without charge, upon written or oral request,
other documents required to be delivered pursuant to Rule 428(b).  Requests for
the above mentioned information, should be directed to John D. Branch, Senior
Vice President and Chief Financial Officer, at (770) 667-8878.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed by Harry's Farmers Market, Inc. (File No.
000-21486) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and are deemed to be a part hereof
from the date of the filing of such documents:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
February 2, 2000;

     (2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since February 2, 2000;

     (3) The description of common stock contained in the Company's Registration
Statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description; and

     (4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

     Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4.  Description of Securities.  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.  The legality of the common
stock registered hereby has been passed upon by Alston & Bird LLP, counsel to
the Company.

Item 6.  Indemnification of Directors and Officers

       As provided under Georgia law, the Company's Articles of Incorporation
provide that a director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty of care or any other duty
owed to the Company as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any appropriation, in
violation of his duties, of any business opportunity of the Company, (b) for
acts or omissions that involve intentional misconduct or a knowing violation of
law, (c) for unlawful corporate distributions, or (d) for any transaction from
which the director received an improper personal benefit.

       Article VI of the Company's By-Laws provides that the Company shall
indemnify a director who has been successful in the defense of any proceeding to
which he was a party or in defense of any claim, issue or matter therein because
he is or was a director of the Company, against reasonable expenses incurred by
him in connection with such defense.

       The Company By-Laws also provide that the Company is required to
indemnify any director, officer, employee or agent made a party to a proceeding
because he is or was a director, employee or agent against liability incurred in
the proceeding if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the Company and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Director,
(b) a majority of a committee of disinterested directors, (c) independent legal
counsel, or (d) an affirmative vote of a majority of shares held by
disinterested stockholders.  No indemnification may be made to or on behalf of a
director, officer, employee or agent (i) in connection with a proceeding by or
in the right of the Company in which such person was adjudged liable to the
Company or (ii) in connection with any other proceeding in which such person was
adjudged liable on the basis that personal benefit was improperly received by
him.

       The Company may, if authorized by its shareholders by a majority of votes
that would be entitled to be case in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a director, officer,
employee or agent made a party to a proceeding, including a proceeding brought
by or in the right of the Company.

Item 7.  Exemption from Registration Claimed.  Not Applicable.
Item 8.  Exhibits/1/

         Exhibit Number                Description
         --------------                -----------

               5             Opinion of Counsel.

             4.1.1           Articles of Incorporation of HFM, Inc. (Form S-1
                             Exhibit 3.2)

             4.1.2           Articles of Amendment to Articles of Incorporation
                             (Form S-1 Exhibit 3.2)

             4.1.3           Articles of Amendment to Articles of Incorporation
                             (1/30/95 8-K Exhibit 3(I).2)

               4.2           Bylaws of HFM, Inc. (Form S-1 Exhibit 3.3)

               4.3           Non-Qualified Stock Option Agreement dated April
                             16, 1999 between Harry's Farmers Market, Inc. and
                             John D. Branch.

               4.4           Non-Qualified Stock Option Agreement dated December
                             13, 1999 between Harry's Farmers Market, Inc. and
                             Robert C. Glustrom.

               4.5           Non-Employee Director Non-Qualified Stock Option
                             Agreement dated February 5, 1999 between Harry's
                             Farmers Market, Inc. and Charles W. Sapp.

              23.1           Consent of Counsel (included in Exhibit 5).

              23.2           Consent of Independent Public Accountants.

              24             Power of Attorney (included on signature page).

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 this Registration Statement (or the most recent
     post-effective amendment

----------------
/1/  Exhibits are numbered in accordance with Item 601 of Regulation S-K.
thereof) which, individually or in the aggregate, represent a fundamental
     change in the information set forth in this Registration Statement; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     -----------------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being 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.

     (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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered 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 provisions described in Item 6 of this
Part II, 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 on Following Page)
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Harry's Farmers Market, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on May 2, 2000.

                              HARRY'S FARMERS MARKET, INC.

                              By:   /s/ Harry A. Blazer
                                    -------------------
                                    Harry A. Blazer
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harry A. Blazer and John L. Latham, and each of
them (with full power in each to act alone), as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including 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 attorneys-in-fact and agents, and each of them, 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 attorneys-in-
fact and agents or any of the, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of May 2, 2000.

Signatures                             Title
------------                           -----

/s/ Harry A. Blazer             Director, President and
---------------------------     Chief Executive Officer
Harry A. Blazer                 (Principal Executive Officer)

/s/ John D. Branch              Director, Senior Vice President
---------------------------     and Chief Financial Officer
John D. Branch                  (Principal Financial and Accounting Officer)

/s/ Robert C. Glustrom          Director
---------------------------
Robert C. Glustrom
/s/ Donald M. Pamenter          Director
---------------------------
Donald M. Pamenter

/s/ Charles W. Sapp             Director
---------------------------
Charles W. Sapp
Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

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

                              EXHIBITS FILED WITH

                             REGISTRATION STATEMENT

                                  ON FORM S-8

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                          HARRY'S FARMERS MARKET, INC.
                            1180 Upper Hembree Road
                            Roswell, Georgia  30076
                                 (770) 667-8878
EXHIBIT INDEX
                                      TO
                      REGISTRATION STATEMENT ON FORM S-8

XXXX

         Exhibit Number                Description
         --------------                -----------

               5             Opinion of Counsel.

            *4.1.1           Articles of Incorporation of HFM, Inc. (Form S-1
                             Exhibit 3.2)

            *4.1.2           Articles of Amendment to Articles of Incorporation
                             (Form S-1 Exhibit 3.2)

            *4.1.3           Articles of Amendment to Articles of Incorporation
                             (1/30/95 8-K Exhibit 3(I).2)

              *4.2           Bylaws of HFM, Inc. (Form S-1 Exhibit 3.3)

               4.3           Non-Qualified Stock Option Agreement dated April
                             16, 1999 between Harry's Farmers Market, Inc. and
                             John D. Branch.

               4.4           Non-Qualified Stock Option Agreement dated December
                             13, 1999 between Harry's Farmers Market, Inc. and
                             Robert C. Glustrom.

               4.5           Non-Employee Director Non-Qualified Stock Option
                             Agreement dated February 5, 1999 between Harry's
                             Farmers Market, Inc. and Charles W. Sapp.

              23.1           Consent of Counsel (included in Exhibit 5).

              23.2           Consent of Independent Public Accountants.

              24             Power of Attorney (included on signature page).

*  Incorporated by reference.