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





          January 29, 1998



United States Securities and Exchange Commission
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, we are filing herewith a
Form  S-8 relating to such company's Area Director Equity Participation Rights
Stock  Option Plan.  Pursuant to General Instruction C to Form S-8, a Form S-3
Prospectus  is  included  therewith  for  use  in  the  resale  of  restricted
securities  (as defined in Rule 144(a)(3)) of the company purchased in private
transactions  pursuant  to  the  Plan  prior to the filing of the Registration
Statement.

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>

                                                         Registration No. 333-
                                   (as filed with the SEC on January 29, 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
-------------------------------------               --------------

                           The Quizno's Corporation
          Area Director Equity Participation Rights Stock Option Plan
          -----------------------------------------------------------
                           (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
                                      Maximum        Maximum
Title of 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                150,000         $  5.19       $  778,500      $ 229.66

</TABLE>

(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of options
covering the above Common Stock to be granted pursuant to the Plan described
herein.

(2)     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 27, 1998, $5.19, 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.

THE  FOLLOWING  PROSPECTUS,  FILED  AS  PART  OF  THIS  REGISTRATION STATEMENT
PURSUANT TO GENERAL INSTRUCTION C TO FORM S-8, HAS BEEN PREPARED IN ACCORDANCE
WITH THE REQUIREMENTS OF FORM S-3 AND WILL BE USED FOR REOFFERINGS AND RESALES
OF  RESTRICTED  SECURITIES  (AS  DEFINED  IN  RULE  144(A)(3))  OF THE COMPANY
PURCHASED  IN PRIVATE TRANSACTIONS PURSUANT TO THE PLAN PRIOR TO THE FILING OF
THIS  REGISTRATION  STATEMENT.

PROSPECTUS
                                    6,300  Shares

                            THE  QUIZNO'S  CORPORATION

                                    Common  Stock
                         (par  value  $.001  per  share)

          This  Prospectus  relates to 6,300 shares of common stock, par value
$.001  per  share  ("Common  Stock"),  of The Quizno's Corporation, a Colorado
corporation  (the  "Company"), which may be offered for sale from time to time
by  certain  stockholders  of  the Company (the "Selling Stockholders"), or by
their  pledgees,  donees,  transferees  or other successors in interest, to or
through  underwriters or directly to other purchasers or through agents in one
or  more  transactions  at varying prices determined at the time of sale or at
negotiated  prices  (the  "Offering").    See  "Plan  of  Distribution."

          The  Company  is  a  franchisor  and  operator  of  quick  service
restaurants  ("QSRs")  under  the  name  "Quizno's  Classic  Subs."

          The  Company  will  not receive any of the proceeds from the sale of
the shares of Common Stock (the "Shares") by the Selling Stockholders, but has
received  funds upon the exercise of options held by the Selling Stockholders,
that  were  exercisable for the Shares registered hereby (the "Options").  The
expenses  of  registration  under  the Securities Act of 1933, as amended (the
"Securities  Act"),  of the Shares which may be offered hereby will be paid by
the  Company.

          The  Common  Stock is traded on the Nasdaq SmallCap Market under the
symbol  "QUIZ".   On January 27, 1998, the last sale price of the Common Stock
was  reported  as  $5.125.

          SEE  "RISK  FACTORS"  ON  PAGE  7  FOR  CERTAIN RISKS THAT SHOULD BE
CONSIDERED  BY  PROSPECTIVE  PURCHASERS  OF  THE  SECURITIES  OFFERED  HEREBY.

                _____________________________________________
 
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
              THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                  EXCHANGE COMMISSION OR ANY STATE SECURITIES
                    COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                        REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.

                THE DATE OF THIS PROSPECTUS IS JANUARY 29, 1998

<PAGE>
          NO  DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE  IN  THIS  PROSPECTUS  AND,  IF  GIVEN  OR MADE, SUCH INFORMATION OR
REPRESENTATION  MUST  NOT  BE  RELIED  UPON  AS  HAVING BEEN AUTHORIZED BY THE
COMPANY,  THE  SELLING STOCKHOLDERS OR ANY OTHER PERSON.  THIS PROSPECTUS DOES
NOT  CONSTITUTE  AN  OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE  SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL  TO MAKE SUCH AN OFFER IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF
THIS  PROSPECTUS  NOR  ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE  ANY  IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT  TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF  THE  COMPANY  SINCE  SUCH  DATE.

<PAGE>

     __________________

     TABLE  OF  CONTENTS
     __________________
                                                                     Page
                                                                     ----
AVAILABLE  INFORMATION                                                1

INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE                  1

THE  COMPANY                                                          2

RISK  FACTORS                                                         5

USE  OF  PROCEEDS                                                     9

SELLING  STOCKHOLDERS                                                10

PLAN  OF  DISTRIBUTION                                               11

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS                        12

LEGAL  MATTERS                                                       12

EXPERTS                                                              12


<PAGE>
     AVAILABLE  INFORMATION

          The  Company  is  subject  to  the informational requirements of the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and in
accordance  therewith  files  reports,  proxy statements and other information
with  the  Securities  and  Exchange  Commission (the "Commission").  Reports,
proxy  statements  and other information concerning the Company filed with the
Commission  may  be  inspected  and  copied at the public reference facilities
maintained  by  the  Commission  at its office at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549,  as  well  as  at the Regional Offices of the
Commission  at  Citicorp  Center,  300  West Madison Street, Chicago, Illinois
60661  and Seven World Trade Center, New York, New York 10048.  Copies of such
material  can  be obtained from the Public Reference Section of the Commission
at  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549, at prescribed rates.
Shares  of  the  Common  Stock are traded on the Nasdaq SmallCap Market.  Such
reports,  proxy  statements  and  other  information can also be inspected and
copied  at  the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W.,
Washington,  D.C.    20006.

          The  Company  has  filed  a registration statement (herein, together
with all amendments and exhibits thereto, the "Registration Statement"), under
the  Securities  Act  with  respect to the securities offered pursuant to this
Prospectus.  This Prospectus does not contain all of the information set forth
in  the  Registration  Statement,  certain  parts  of  which  are  omitted  in
accordance  with  the  rules  and  regulations of the Commission.  For further
information,  reference is made to the Registration Statement and the exhibits
filed  as a part thereof.  Statements contained herein concerning any document
filed  as  an  exhibit  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 such statement is qualified in its entirety by
such  reference.

     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  on  August  19,  1997  and  October  14,  1997,
respectively;

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

<PAGE>

          All other documents filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d)  of  the  Exchange  Act  subsequent to the date of this
Prospectus  and  prior  to  the  termination  of the Offering pursuant to this
Prospectus shall be deemed to be incorporated by reference and to be a part of
this  Prospectus  from  the  date  of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein  shall  be  deemed  to  be  modified or superseded for purposes of this
Prospectus  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,  except  as  so  modified or
superseded,  to  constitute  a  part  of  this  Prospectus.

          The  Company  will  provide without charge to each person  to whom a
copy of this Prospectus is delivered, upon oral or written request of any such
person,  a  copy  of  any  or  all  of  the  documents  incorporated herein by
reference, other than the exhibits to such documents (unless such exhibits are
specifically  incorporated  by  reference  into  the  information  that  this
Prospectus  incorporates).    Requests  should  be  directed  to  the Investor
Relations  Department, The Quizno's Corporation, 1099 18th Street, Suite 2850,
Denver,  Colorado  80202,  telephone  (303)  291-0999.

     THE  COMPANY

GENERAL

          The  Company  is  engaged  in  franchising  and, to a lesser extend,
operating QSRs (the "Restaurants") using the registered service mark "Quizno's
"  and  the  name  "Quizno's  Classic  Subs."  The Restaurants offer a menu of
submarine  style  sandwiches, salads, soups, desserts and beverages, including
"Classic  Lite"  selections  of  submarine  sandwiches and salads designed for
consumers  who  are looking for a low-fat, healthy alternative to typical fast
food  products.

          The  Company  believes  that the submarine sandwiches offered in the
Restaurants are distinctive in the market for several reasons.  Each submarine
sandwich  is  prepared after the customer orders and with special ingredients,
recipes  and  techniques.    These  ingredients,  recipes  and  techniques are
controlled  to  provide  uniformity  of  taste  and  quality  among all of the
Restaurants.

          One  of  the  most  important  distinctions of the Quizno's sandwich
product  is that it is served to the customer warm.  Each sandwich is prepared
open  face  and  run  through a conveyor oven that toasts the bread, melts the
cheese  and  enhances  the  flavors  of  the  meats.

          The  Company  focuses on the quality of the ingredients contained in
the  food products it uses and requires that all of its specified ingredients,
which  are  generally  higher quality than those that other submarine sandwich
shops  use,  be  purchased  from  approved suppliers.  The cheeses used in the
Restaurants  are  all  natural.   The Italian style meats include a wine-cured
Genoa  salami,  pepperoni  and  capicola,  an  Italian spiced ham.  The turkey
breast  is  real  turkey  breast.

          The  Restaurants also are required to use certain products which are
prepared  for  the Company in accordance with proprietary recipes developed by
the  Company.    Foremost among these is Quizno's special recipe soft baguette
style bread and its red-wine based vinaigrette dressing used as a base on most
of the sandwiches.  In addition, the Restaurants use the Company's proprietary
recipe  tuna  mix  blend,  garlic  oil  blend,  and  marinara  sauce.

<PAGE>

          The Restaurants' upscale decor is designed to convey an Italian deli
ambiance and to match the upscale QSR market niche represented by the product.
The  typical  Restaurant has a seating capacity of 20 to 60 customers at up to
30  tables.    Open  kitchens allow customers to watch as their sandwiches are
prepared.  The decor package for the Restaurants includes framed reproductions
of  old  Italian food product labels, hand-painted Italian style posters.  The
Italian  theme  is  carried through in standard red and green seating fixtures
against  a  black  and  white  ceramic tile floor.  Real wood trim adds a rich
warmth  to the dining room not found in typical fast food dining environments.

          Besides  a  pleasant  upscale  environment  for in-house dining, the
Restaurants  offer  conveniently  packaged  meals for carry out to serve lunch
time  office  workers  and  to  serve the home meal replacement segment of the
market.

          Quizno's  Restaurants  were  first  opened  in 1981 by the Company's
predecessor.    As  of  September  30,  1997,  there  were  241 Restaurants in
operation, of which 13 are Company-owned, and agreements were in place for the
opening of an additional 170 franchised Restaurants.  Since its inception, the
Company  has  incurred losses totaling $2,158,709, through September 30, 1997.
The  Company  has  financed  these losses primarily through the sale of common
stock  and  through  the  issuance  of  preferred stock as well as convertible
subordinated  debt.  For the nine months ended September 30, 1997, the Company
has  incurred  a loss of $205,000 compared to $475,000 in its prior year.  The
Company's trends are positive in that for the three months ended September 30,
1997,  it  had  a  profit of $90,000 as compared to a loss of $279,000 for the
same period in the preceding year.  As seen in its statement of cash flows for
the  nine  months  ended  September  30, 1997, the Company generated cash from
operations  of  approximately  $165,000.   The Company believes its ability to
generate  cash  flow,  combined  with  additional financing if necessary, will
generate sufficient cash to support its operations for the next twelve months.

          The  Company's  principal  executive  office is located at 1099 18th
Street,  Suite 2850, Denver, Colorado 80202, and its telephone number is (303)
291-0999.

RECENT  DEVELOPMENTS

          During  the  months  of  October  and  November of 1997, the Company
raised  $835,000  through a private placement of 167,000 shares of its Class C
Convertible  Preferred  Stock.  Such Class C shares carry a preferred dividend
of  12%  per  annum  until  converted  and  are  immediately  convertible on a
one-for-one  basis  into  shares  of  the Company's Common Stock.  During such
period,  the Company also issued 100,000 shares of its Class B Preferred Stock
to  its  principal lender upon the conversion of $500,000 of debt principal to
such  shares.    Such  Class B shares carry a preferred dividend of 12.75% per
annum,  are  redeemable by the Company and are convertible after five years at
the  then  market  value.

<PAGE>
          As  a  result  of  these  preferred  stock  sales, and assuming they
occurred as of September 30, 1997, the Company's pro forma Balance Sheet would
be  adjusted  as  follows:

                           THE QUIZNO'S CORPORATION

                            Summary Financial Data
                              September 30, 1997
                                  (Unaudited)

<TABLE>
<CAPTION>

                                               September 30,     Pro Forma
                                                   1997        September 30,
                                               As  Reported        1997
                                               -------------   --------------
<S>                                                 <C>              <C>

Current  assets                                 $ 3,501,036      $ 4,336,036(1)

Property  and  equipment,  net                    1,763,742        1,763,742

Other  assets                                     1,942,225        1,942,225
                                                -----------      -----------

Total  assets                                   $ 7,207,003      $ 8,042,003
                                                ===========      ===========

</TABLE>


                                THE QUIZNO'S CORPORATION

                                 Summary Financial Data
                                   September 30, 1997
                                       (Unaudited)
<TABLE>
<CAPTION>

                                                 September 30,     Pro Forma
                                                     1997        September 30,
                                                 As  Reported        1997
                                                 ------------    -------------
<S>                                                  <C>              <C>

Current  liabilities                             $ 1,575,880      $ 1,575,880

Long-term  liabilities                             2,202,908        1,702,908(1)
Deferred  franchise  fees                          2,269,756        2,269,756

Stockholders'  equity
 Preferred  stock,  $.001  par  
  value,  1,000,000  shares
  authorized
 Class  A  -  146,000  issued  and 
  outstanding,  liquidation value  
  of  $6  per  share  plus  unpaid  
  and  accumulated dividends                             146              146
 Class  B  -  0  and  100,000  (pro
  forma)  shares  issued  and outstanding,
  liquidation  value  of  $5  per  share  plus
  unpaid  and  accumulated  dividends                     -               100(1)
 Class  C  -  0  and  167,000  (pro  forma) 
  shares  issued  and outstanding,  liquidation
  value  of  $5  per  share  plus
  unpaid  and  accumulated  dividends                     -               167(1)
Common  stock,  $.001  par  value,  9,000,000 
  shares authorized,  issued  and  outstanding
  2,904,567                                            2,905            2,905
Capital  in  excess  of  par  value                3,314,117        4,648,850
Accumulated  deficit                              (2,158,709)      (2,158,709)
                                                 ------------      ------------
                                                   1,158,459        2,493,459
                                                 ------------      -----------

                                                 $ 7,207,003      $ 8,042,003
                                                ============      ===========
</TABLE>


(1)     Assumes the conversion of $500,000 of the $2 million debt into Class B
Preferred  Stock  and  the  sale  of  $835,000  of  Class  C  Preferred  Stock

<PAGE>
          On  November  12,  1997,  The  Quizno's  Acquisition  Company  (the
"Company"),  a wholly-owned subsidiary of the Company, acquired certain assets
used  in the franchise operations and restaurant business known as Bain's Deli
from  Bain's  Deli  Franchise  Associates  and  Jolles  #4  Partnership  (the
"Sellers").    The  Company acquired the rights to operate three company-owned
restaurants  and  to  be  the  franchisor  of  sixty  operating  Bain's  Deli
restaurants.    The  consideration  paid by the Company to the Sellers for the
acquisition was valued at $1,235,000, subject to adjustment upward or downward
in  certain  circumstances.    Such consideration is as follows:  Sellers were
paid $555,490 at the closing, the Company is obligated to issue Sellers 18,182
shares of its common stock, and a promissory note was issued by the Company to
the  Sellers  in  the principal amount of $579,510, bearing simple interest at
10%  per  annum,  payable by the Company in monthly payments of $10,735.91 for
seventy-two  months.  The Company has the right to adjust the principal amount
of the promissory note as a setoff in certain circumstances.  In addition, the
Company  entered  into  a  consulting  agreement  with  Mr.  Jordon A. Katz, a
principal  of  the  Sellers,  purchased  the  name  "Bain's  Deli" from Jolles
Corporation  and entered a managing agreement with Jeffrey Jolles, a principal
of  Jolles  Corporation.

On  December  5, 1997, an arbitration involving the Company as a defendant was
scheduled  for  hearing  on  January 12, 1998.  The Demand for Arbitration was
filed  on  December  31,  1996  by  S2D  Subs, LLC, a former franchisee of the
Company  (S2d  Subs,  LLC v. The Quizno's Corporation Case No. 54 11400027 97,
American  Arbitration  Association).    The  arbitration also names Richard E.
Schaden, the President, Chief Executive Officer and a Director of the Company,
Richard F. Schaden, A Director and Secretary of the Company, another member of
their  family  and  a  former employee of the Company.  The allegations of the
plaintiff  include  breach of contract, fraud, misrepresentation, unfair trade
practices  and  violation of the Michigan Franchise Investment Law.  While the
specific  amount  sought  by  the  plaintiff  is  not stated in the Demand for
Arbitration,  preliminary  discussions  between representatives of the parties
suggested  plaintiff  would  settle  for  approximately $300,000.  The Company
rejected  any  possible  settlement  at  that  level.  The Company and all the
defendants  have  denied  the  allegations and intend to vigorously defend the
action.   Management of the Company does not believe that this claim will have
a  material  adverse  affect  on  the  Company.    The  Company  has  filed  a
counterclaim  against  S2D,  LLC  alleging  among  other things, breach of its
franchise  agreement.

     RISK  FACTORS

          Each  prospective  investor  should carefully consider the following
factors  inherent  in  and  affecting  the  business  of the Company, and this
offering before making a decision to purchase the Common Stock offered hereby.

NO  OPERATING  PROFIT  TO  DATE

          The  Company  began  business  operations  in  January 1991 and went
public  in  early  1994.  The Company has not yet earned a profit in any year.
The  Company had net losses applicable to common stockholders of $1,075,908 in
1996,  $348,512  in  1995  and  $768,266 in 1994.  See "THE COMPANY - General"

COMPETITION  FOR  BUSINESS

          The restaurant industry is highly competitive with respect to price,
service,  food  quality  and  location and there are numerous well-established
competitors  possessing  substantially greater financial, marketing, personnel
and  other resources than the Company.  Many of the Company's competitors have
achieved  significant  national,  regional  and  local  brand name and product
recognition and engage in extensive advertising and promotional programs, both
generally  and  in  response to efforts by additional competitors to enter new
markets  or  introduce  new  products.    The  quick  service  industry  is
characterized  by  the  frequent  introduction of new products, accompanied by
substantial  promotional  campaigns.

<PAGE>

          Industry  data  indicates  that  over  the  decade of the 1990s, the
number  and  frequency  of  Americans eating out has increased.  However, such
data  also  indicates  that  the number of restaurants, and particularly QSRs,
have  increased  more rapidly than the number of customers during this decade.
Increasing  competition  has  reduced  margins  and made consistent profitable
operations  more  of  a  challenge.

          Culinary  fashions  among  Americans  will also impact the Company's
profitability.    As eating habits change and types of cuisine move in and out
of  fashion,  the  Company's  challenge  will be to maintain a menu within the
Company's  distinctive  culinary  style  that  appeals to an increasing market
share.

          In  response  to flat growth rates and declines in average sales per
restaurant,  certain of QSR companies have adopted "value pricing" strategies.
Such strategies could have the effect of drawing customers away from companies
that  do  not  engage in discount pricing and could also negatively impact the
operating  margins  of  competitors that do attempt to match competitors price
reductions.    Continuing  or sustained price discounting in the quick service
industry  could  have  an  adverse  effect  on  the  Company.

COMPETITION  FOR  AND  DEPENDENCE ON AREA DIRECTORS, FRANCHISEES AND LOCATIONS

          The  Company's future success will depend, in part, upon its ability
to  attract  qualified  Area  Directors and franchisees, who will be primarily
responsible  for  the development of the Quizno's concept in their regional or
local  area,  and  upon  the  ability of its Area Directors and franchisees to
obtain  suitable Restaurant locations and sufficient financing to successfully
develop and operate Restaurants.  The market for suitable Restaurant locations
is  highly  competitive  because  both  restaurant  and  non-restaurant retail
operations  compete  for  prime real estate sites.  The Company will train and
work  with  its  Area  Directors  and  franchisees to maintain the quality and
ambiance that are integral to the Quizno's concept.  However, no assurance can
be given that the Company's Area Directors and franchisees will be successful.

VIABILITY  OF  CONCEPT  NATIONWIDE

          To  date,  most  of  the  Company's mature franchises are located in
Colorado  and  Colorado  is  the  Company's  most  developed  market.    While
franchisees  of the Company have opened over 175 Restaurants in other markets,
there  can  be  no  assurance  that the Company's concept of a higher quality,
health  conscious  food  product, served in a Italian deli-like ambiance, will
appeal  to  consumers  in  other  areas  of  the  United  States.

ABILITY  TO  ACHIEVE  DESIRED  EXPANSION

          The  Company's  growth  strategy  is  to  focus  on  the  controlled
development  of  additional  franchised  and  Company-operated  Restaurants in
selected  markets  across  the United States.  The Company's ability to expand
will  depend  on  a  number of factors, including the availability and cost of
suitable  locations, the hiring, training and retraining of skilled management
and other personnel, the availability of adequate financing, the selection and
acceptability  of  franchisees  and  other facts, some of which are beyond the
control  of  the  Company.   There can be no assurance that the Company or its
franchisees  will  be  able to continue to open the planned new Restaurants or
that,  if  opened,  those Restaurants can be operated profitably.  The Company
has  not  yet  been  able  to  institute  a program with one or more financial
institutions  to provide regular financing to its franchisees.  The opening of
additional  Restaurants  in  the  same  market  areas could have the effect of
attracting  customers  from  existing  Restaurants  located  in  that area and
thereby  reduce  sales  volumes  in  existing  Restaurants.

<PAGE>

IMPACT  OF  NATIONAL  AND  REGIONAL  ECONOMIES

          The  health  of  national  and  regional economies has a significant
impact  on  the restaurant industry.  An expanding economy provides disposable
income,  which  causes  customers  to  eat out more frequently.  A national or
regional  economic  slow  down  will, in all probability, adversely impact the
operations  of  restaurants,  including  those  owned  and  franchised  by the
Company.    This,  in turn, will adversely impact the Company's royalty income
and income from Company-owned Restaurants.  The Company's franchises are still
concentrated  in  a  few  regions  of the U.S., and therefore adverse economic
conditions  in  those  regions  may  have  a  materially adverse impact on the
Company's  profitability.    Finally,  because many Company franchisees are in
areas  affected  by severe winter weather, such weather could adversely impact
the  Company's  royalty  income.

LABOR  AND  OTHER  COSTS

          Costs of labor and employee benefits are significant expenses in the
restaurant industry.  While such costs have remained stable in recent years, a
significant  increase  in  wages throughout the country could adversely impact
the Company and other restaurant businesses.  Costs of food and non-food items
are also significant factors in the restaurant industry and, finally, the cost
of  marketing  may  negatively  impact  restaurant operations, particularly in
competitive  markets  where  the  brand  name  is  not  yet  established.

CONFLICTS  OF  INTEREST

          Mr. Richard F. Schaden, an officer and director of the Company, owns
interests  in  entities  that  hold  two  Quizno's  Area  Directorships.   Mr.
Frederick  H. Schaden, a director of the Company, also owns an interest in one
of  those  entities.    Conflicts  of  interest  may  arise  with  respect  to
transactions  between  the  Company  and  Area  Directors in which officers or
directors  of the Company hold an interest, such as when loans are made by the
Company  to  such  Area  Directors.    Company-owned  stores will also present
conflict  of  interest  issues,  particularly  with respect to the location of
Company-owned  stores  in  relation to franchisee-owned stores and the amounts
allocated  by the Company for goods and services that are also provided by the
Company  to  its  franchisees  for  a  fee,  such  as  advertising  services.

GENERAL  LIABILITY  INSURANCE

          Although  the  Company  carries  general  liability  and  commercial
insurance  of up to $1,000,000 per occurrence and $2,000,000 in the aggregate,
subject  to  no deductible, there can be no assurance that this insurance will
be  adequate  to  protect  the  Company against any general, commercial and/or
product  liability  claims.   Any general, commercial and/or product liability
claim  which  is  not covered by such policy, or is in excess of the limits of
liability of such policy could have a material adverse effect on the financial
condition  of the Company.  There can be no assurance that the Company will be
able  to  maintain  this  insurance  on  reasonable  terms.

DEPENDENCE  ON  RICHARD  E.  SCHADEN

          The  success  of  the  Company's business will be dependent upon Mr.
Richard  E.  Schaden,  its  Chief  Executive  Officer,  who  is also principal
stockholders  of  the  Company.  The Company's anticipated growth also depends
upon  its  ability  to  attract  and retain skilled management personnel.  The
Company has obtained key-man life insurance in the amount of $1,000,000 on Mr.
Schaden's  life.

<PAGE>

CONTROL  BY  EXISTING  STOCKHOLDERS

          Richard  E. and Richard F. Schaden (the "Schadens") own an aggregate
of  approximately  54%  of the outstanding voting Common Stock of the Company,
and  rights  to  purchase  an  additional  approximately 181,000 shares in the
future.  Shareholders do not have cumulative voting rights with respect to the
election  of  directors.    The  Schadens have the ability to elect all of the
directors  of the Company and to thereby direct or substantially influence the
management,  policies  and  business operations of the Company and to have the
power  to  control  the  outcome  of  any  matter submitted to the vote of the
Company's  stockholders.

NO  DIVIDENDS  ANTICIPATED

          The  Company  has never paid any cash dividends on its Common Stock.
The Company anticipates that in the future, earnings, if any, will be retained
for  use  in  the business, and it is not anticipated that cash dividends with
respect  to  the  Common  Stock  will  be  paid  in  the  foreseeable  future.

POSSIBLE  PRICE  OF  THE  COMPANY'S  COMMON  STOCK

          The  market  price  of  the  Company's  Common Stock has been highly
volatile.    Factors  such  as  the  Company's operating results and the small
volume of shares of its Common Stock that are traded have a significant effect
on the market price of the Company's Common Stock.  In addition, market prices
for  the  securities  of many emerging and small capitalization companies have
experience  wide  fluctuations in response to variation in quarterly operating
results  and  general  economic  indicators  and  conditions, as well as other
factors  beyond  the  control  of  the  Company.

PREFERRED  SHARES  AVAILABLE  FOR  ISSUANCE

          The  Company  has  one million shares of Preferred Stock authorized.
The  Company  has  issued  146,000  shares of Class A Preferred Stock, 100,000
shares  of  Class  B  Preferred  Stock and 167,000 shares of Class C Preferred
Stock, upon which monthly dividends are paid.  Such Classes of Preferred Stock
are  senior  to  the Common Stock as to dividends and liquidation preferences.
Shares  of  Preferred Stock may be issued by the Company in the future without
shareholder  approval  and  upon  such  terms  as  the  Board of Directors may
determine,  including  the payment of dividends.  The rights of the holders of
Common Stock will be subject to and may be affected adversely by the rights of
holders  of  shares  of  any Preferred Stock that may be issued in the future.
The  availability  of  Preferred Stock, while providing desired flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of discouraging a third party from acquiring control of the Company
through  the  purchase  of  shares  of  the  Common  Stock.

GOVERNMENT  REGULATIONS

          The  restaurant  business is subject to extensive federal, state and
local  government  regulations  relating  to  the development and operation of
restaurants,  including  regulations  relating  to  building  and  zoning
requirements  and  the  preparation and sale of food, and laws that govern the
Company's  relationship with its employees, such as minimum wage requirements,
overtime  and working conditions and citizenship requirements.  The failure to
obtain  or  retain  food licenses or substantial increases in the minimum wage
could  adversely affect the operation of the Restaurants.  The Company is also
subject to federal regulations and certain state laws which regulate the offer
and  sale  of  franchises  to  its  franchisees.

<PAGE>

CONTINUED  LISTING  AND  PENNY  STOCK  REGULATIONS

          The  daily  trading  price  of  the  Company's Common Stock has been
quoted on the Nasdaq SmallCap Market since its initial public offering.  There
can  be  no  assurance  that  quotation  on the Nasdaq SmallCap Market will be
maintained.   In August 1997, The Nasdaq Stock Market, Inc. issued new listing
maintenance  requirements  for the Nasdaq SmallCap Market, which may adversely
affect  the  ability  of  listed  companies  to maintain their Nasdaq SmallCap
listings.   The Company currently meets the new Nasdaq SmallCap Market listing
maintenance  requirements.    If  the  Company  fails  to meet the maintenance
criteria  in  the  future, the trading price for the Common Stock would not be
carried  in  many newspapers, and the shares might be subject to certain rules
of  the  Securities and Exchange Commission relating to "penny stocks."  These
rules  require  that  broker-dealers must apply a special suitability standard
for  purchasers  of  stocks of companies subject to such rules and receive the
purchaser's  prior  written  consent  for  the  transaction.   These rules, if
applied  to  the Company's Common Stock in the future, may inhibit the ability
of  broker-dealers to sell the Company's Common Stock in the secondary market.

IMPACT  OF  SHARES  ELIGIBLE  FOR  FUTURE  SALE

     Future  sales  by  existing  stockholders  could  adversely  affect  the
prevailing  market  price  of  the Common Stock.  As of September 30, 1997 the
Company  had  2,904,567  shares of Common Stock outstanding.  Of these shares,
approximately  1,300,000  shares are freely transferable without restrictions.
The  remainder,  principally  owned  by  insiders, may be sold into the public
market  from  time  to  time  in  the  future,  and  thereby  become  freely
transferable.    As  of  September  30, 1997, 6,989 shares had been issued and
approximately  280,000  shares  were issuable upon the exercise of outstanding
options.    The  Company  is  authorized  to  issue  options  covering  up  to
approximately  650,000  unissued    shares  of  Common  Stock  to  employees,
directors,  advisors  and  Area  Directors.    The Company intends to register
Common  Stock  underlying  such  options in early 1998.  Upon exercise of such
options, the shares would be eligible for immediate sale in the public market.
In  addition,  446,000  shares of Common Stock have been reserved for issuance
upon  conversion  of  the  outstanding  shares of Class A, Class B and Class C
Preferred Stock of the Company, and one of the Company's major lenders has the
right to convert debt or exercise warrants for 415,056 shares of Common Stock.

FORWARD-LOOKING  STATEMENTS

     Certain  of  the  information  discussed  in  this  Prospectus  are
forward-looking  statements  that  involve  risks and uncertainties that might
adversely  affect  the Company's operating results in the future in a material
way.    Such  risks  and  uncertainties  include, without limitation, the risk
factors  discussed  above.   Many of these risks are beyond the control of the
Company.

     USE  OF  PROCEEDS

          The net proceeds from the sale of the Shares will be received by the
Selling  Stockholders.   The Company will not receive any of the proceeds from
any  sale of the Shares by the Selling Stockholders.  The Company has received
funds  upon  the  exercise  of  the Options by the Selling Shareholders.  Such
funds  will be used for general corporate purposes, including working capital.

<PAGE>
     SELLING  STOCKHOLDERS

          The  table  below sets forth information as of January 29, 1998 with
respect  to  the  Selling Stockholders, including names, holdings of shares of
Common  Stock  prior to the offering of the Shares, the number of Shares being
offered for each account, and the number of shares of Common Stock to be owned
by  the  Selling  Stockholders  immediately  following the sale of the Shares,
assuming  all  of  the  offered  Shares  are  sold.

<TABLE>
<CAPTION>

                            Shares of                           Shares of
                          Common Stock                        Common Stock
                          Beneficially                            to be
                          Owned Before       Shares of        Beneficially
                              the          Common Stock        Owned After
Name                      Offering  (1)   Being  Offered      Being Offered
----                     --------------   --------------     --------------
<S>                           <C>              <C>               <C>

P.  S.  Restaurant
  Management,  Inc.            900             900                  0
BBD Management (Wash),
 Inc.                          750             750                  0
QSD  Development,  LLC         600             600                  0
The  Food  Group,  LLC         600             600                  0
Alscott,  Inc.                 600             600                  0
Robert  Taylor                 450             450                  0
Lenlar,  LLC                   450             450                  0
Roger  Grieco                  450             450                  0
Impetus  Profit  LLC           300             300                  0
Joel  Davis                    300             300                  0
David  Kajganich               300             300                  0
LBT  Restaurants,  Inc.        210             210                  0
Charles  Cerny                 150             150                  0
Zachary  Enterprises  LLC      150             150                  0
Bruce  Eubanks                  90              90                  0
</TABLE>

RELATIONSHIP  BETWEEN  THE  COMPANY  AND  THE  SELLING  STOCKHOLDERS

          Each  of  the  Selling  Stockholders  is  an  Area  Director for the
Company,  with responsibility to sell company franchises in a specific region.
Area  Directors  are independent contractors of the Company who are subject to
an  Area  Director  Marketing  Agreement  with  the  Company.

<PAGE>

     PLAN  OF  DISTRIBUTION

          Any  distribution  of  the Shares by the Selling Stockholders, or by
their  pledgees,  donees,  transferees or other successors in interest, may be
effected  from  time to time in one or more of the following transactions: (a)
to  underwriters  who will acquire the Shares for their own account and resell
them  in  one  or  more  transactions, including negotiated transactions, at a
fixed  public  offering  price  or at varying prices determined at the time of
sale  (any  public  offering  price and any discount or concessions allowed or
reallowed  or  paid  to dealers may be changed from time to time); (b) through
brokers,  acting  as  principal  or  agent, in transactions (which may involve
block  transactions) on the Nasdaq Stock Market or on one or more exchanges on
which the Shares are then listed, in special offerings, exchange distributions
pursuant  to  the rules of the applicable exchanges or in the over-the-counter
market,  or  otherwise,  at  market  prices prevailing at the time of sale, at
prices  related  to  such prevailing market prices, at negotiated prices or at
fixed  prices;  (c)  directly or through brokers or agents in private sales at
negotiated  prices; or (d) by any other legally available means.  In addition,
any  securities  covered by this Prospectus which qualify for sale pursuant to
Rule  144 of the Securities Act ("Rule 144") may be sold under Rule 144 rather
than pursuant to this Prospectus.  All discounts, commissions or fees incurred
in connection with the sale of the Common Stock offered hereby will be paid by
the  Selling  Stockholders,  except  that the expenses of preparing and filing
this Prospectus and the related Registration Statement with the Securities and
Exchange Commission, and of registering or qualifying the Common Stock will be
paid  by  the  Company.

          The  Selling Stockholders and such underwriters, brokers, dealers or
agents,  upon effecting a sale of the Shares, may be considered "underwriters"
as  that  term  is  defined  by  the  Securities  Act.

          Underwriters  participating  in  any  offering made pursuant to this
Prospectus  (as  amended  or  supplemented  from  time  to  time)  may receive
underwriting  discounts  and  commissions,  discounts  or  concessions  may be
allowed  or  reallowed or paid to dealers, and brokers or agents participating
in  such  transaction  may  receive  brokerage or agent's commissions or fees.

          If required at the time a particular offering of the Shares is made,
a  Prospectus Supplement would be distributed which would set forth the amount
of  the  Shares  being  offered  and  the terms of the Offering, including the
purchase  price  or  public  offering  price,  the  name  or  names  of  any
underwriters,  dealers  or  agents, the purchase price paid by any underwriter
for  the  Shares  purchased  from  the  Selling  Stockholders,  any discounts,
commissions  and  other  items  constituting  compensation  from  the  Selling
Stockholders  and  any  discounts,  commissions  or  concessions  allowed  or
reallowed  or  paid  to  dealers.    The  Company  has  been  informed that no
underwriter  for  the  Shares  has  been  engaged  at  this  time.

          In  order  to  comply with the securities laws of certain states, if
applicable,  the  Shares will be sold in such jurisdictions, if required, only
through  registered  or  licensed brokers or dealers.  In addition, in certain
states  the  Shares  may not be sold unless the Shares have been registered or
qualified  for  sale  in  such  state  or  an  exemption  from registration or
qualification  is  available  and  complied  with.

          The  Company  has  agreed  that it will bear all costs, expenses and
fees  in  connection  with  the  registration  of  the  Shares.

<PAGE>

     INDEMNIFICATION  OF OFFICERS AND DIRECTORS

          Article  109  of  the  Colorado  Business  Corporation Act generally
provides  that  a corporation may indemnify its directors, officers, employees
and  agents  against liabilities and 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,  fiduciary  or  agent  of  the Company, if such person acted in good
faith  and reasonably believed that 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  that  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 that 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 directors, 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.  Consistent with its Articles of Incorporation, the
Company  has  entered  into  agreements  to  provide  indemnification  for the
Company's  directors  and  certain  officers.

          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.


                          LEGAL MATTERS

          The  validity  of the Shares offered hereby is being passed upon for
the  Company  by  Lyle  B.  Stewart,  P.C.,  Denver,  Colorado.

     EXPERTS

          The  consolidated financial statements of the Company as of December
31, 1995 and 1996 and for each of the three years in the period ended December
31,  1996  appearing  in  the Form 10-KSB  have been audited by Ehrhardt Keefe
Steiner  &  Hottman  P.C.,  independent  auditors,  as  stated in their report
appearing  therein, and have been incorporated herein by reference in reliance
upon  the  report  of  such  firm  given  upon  their  authority as experts in
accounting  and  auditing.  With respect to the unaudited interim consolidated
financial information in the Company's quarterly reports for the periods ended
March  31,  June  30, and September 30, 1997, each filed on Forms 10-QSB or as
amended  on  Forms 10-QSB/A, the independent certified public accountants have
not  audited  or reviewed such consolidated financial information and have not
expressed  an  opinion  or  any  other  form of assurance with respect to such
consolidated  financial  information.

<PAGE>


     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 31, 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.
              ---------------------------

          Options  shall  be granted under the Plan to Area Directors who meet
objective  standards  of  performance  in  fulfilling  their  contractual
obligations.    No  cash  or  cash  equivalents  will be paid for the options.

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  REGISTRATION  CLAIMED.
            --------------------------------------

         Not  applicable.

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

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

     23.1          Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  P.C.

     23.2          Consent  of Lyle B. Stewart, P.C. (included in Exhibit 5.1)

     24.           Power  of  Attorney  (included  on  signature  page)

     99.1          Area Director Equity Participation Rights Stock Option Plan

<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  27,  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.

<TABLE>
<CAPTION>


Signature                      Title                                  Date
---------                      -----                                  ----
<S>                             <C>                                   <C>

/s/  Richard  E.  Schaden   President, Chief Executive Officer
-------------------------    and Director (Principal Executive
Richard E. Schaden           Officer)                       January  27,  1998

/s/  John  L.  Gallivan     Chief Financial Officer and 
-----------------------      Treasurer (Principal Financial
John L. Gallivan             and Accounting Officer)        January  27,  1998

/s/  Richard F. Schaden     Vice President, Secretary
-----------------------      and Director                   January 27, 1998   
Richard  F.  Schaden

/s/  Brownell  M.  Bailey   Director                        January  27,  1998
-------------------------
Brownell  M.  Bailey

/s/  Mark  L.  Bromberg     Director                        January  27,  1998
-----------------------
Mark  L.  Bromberg

/s/  J.  Eric  Lawrence     Director                        January  27,  1998
-----------------------
J.  Eric  Lawrence

/s/ Frederick H. Schaden    Director                        January  27,  1998
---------------------------
Frederick  H.  Schaden

</TABLE>


<PAGE>


     EXHIBIT  INDEX



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

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

23.1         Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  P.C.

23.2         Consent  of  Lyle  B.  Stewart,  P.C.  (included in Exhibit 5.1)

24.          Power  of  Attorney  (included  on  signature  page)

99.1         Area  Director  Equity  Participation  Rights  Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 64897}]
{"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": "333-45205", "film-number": "98517089"}, "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

          January 29, 1998

United States Securities and Exchange Commission
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, we are filing herewith a
Form  S-8 relating to such company's Area Director Equity Participation Rights
Stock  Option Plan.  Pursuant to General Instruction C to Form S-8, a Form S-3
Prospectus  is  included  therewith  for  use  in  the  resale  of  restricted
securities  (as defined in Rule 144(a)(3)) of the company purchased in private
transactions  pursuant  to  the  Plan  prior to the filing of the Registration
Statement.

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
Registration No. 333-
                                   (as filed with the SEC on January 29, 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
-------------------------------------               --------------

                           The Quizno's Corporation
          Area Director Equity Participation Rights Stock Option Plan
          -----------------------------------------------------------
                           (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
                                      Maximum        Maximum
Title of 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                150,000         $  5.19       $  778,500      $ 229.66
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of options
covering the above Common Stock to be granted pursuant to the Plan described
herein.

(2)     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 27, 1998, $5.19, 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.

THE  FOLLOWING  PROSPECTUS,  FILED  AS  PART  OF  THIS  REGISTRATION STATEMENT
PURSUANT TO GENERAL INSTRUCTION C TO FORM S-8, HAS BEEN PREPARED IN ACCORDANCE
WITH THE REQUIREMENTS OF FORM S-3 AND WILL BE USED FOR REOFFERINGS AND RESALES
OF  RESTRICTED  SECURITIES  (AS  DEFINED  IN  RULE  144(A)(3))  OF THE COMPANY
PURCHASED  IN PRIVATE TRANSACTIONS PURSUANT TO THE PLAN PRIOR TO THE FILING OF
THIS  REGISTRATION  STATEMENT.

PROSPECTUS
                                    6,300  Shares

                            THE  QUIZNO'S  CORPORATION

                                    Common  Stock
                         (par  value  $.001  per  share)

          This  Prospectus  relates to 6,300 shares of common stock, par value
$.001  per  share  ("Common  Stock"),  of The Quizno's Corporation, a Colorado
corporation  (the  "Company"), which may be offered for sale from time to time
by  certain  stockholders  of  the Company (the "Selling Stockholders"), or by
their  pledgees,  donees,  transferees  or other successors in interest, to or
through  underwriters or directly to other purchasers or through agents in one
or  more  transactions  at varying prices determined at the time of sale or at
negotiated  prices  (the  "Offering").    See  "Plan  of  Distribution."

          The  Company  is  a  franchisor  and  operator  of  quick  service
restaurants  ("QSRs")  under  the  name  "Quizno's  Classic  Subs."

          The  Company  will  not receive any of the proceeds from the sale of
the shares of Common Stock (the "Shares") by the Selling Stockholders, but has
received  funds upon the exercise of options held by the Selling Stockholders,
that  were  exercisable for the Shares registered hereby (the "Options").  The
expenses  of  registration  under  the Securities Act of 1933, as amended (the
"Securities  Act"),  of the Shares which may be offered hereby will be paid by
the  Company.

          The  Common  Stock is traded on the Nasdaq SmallCap Market under the
symbol  "QUIZ".   On January 27, 1998, the last sale price of the Common Stock
was  reported  as  $5.125.

          SEE  "RISK  FACTORS"  ON  PAGE  7  FOR  CERTAIN RISKS THAT SHOULD BE
CONSIDERED  BY  PROSPECTIVE  PURCHASERS  OF  THE  SECURITIES  OFFERED  HEREBY.

                _____________________________________________
 
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
              THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                  EXCHANGE COMMISSION OR ANY STATE SECURITIES
                    COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                        REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.

                THE DATE OF THIS PROSPECTUS IS JANUARY 29, 1998
NO  DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE  IN  THIS  PROSPECTUS  AND,  IF  GIVEN  OR MADE, SUCH INFORMATION OR
REPRESENTATION  MUST  NOT  BE  RELIED  UPON  AS  HAVING BEEN AUTHORIZED BY THE
COMPANY,  THE  SELLING STOCKHOLDERS OR ANY OTHER PERSON.  THIS PROSPECTUS DOES
NOT  CONSTITUTE  AN  OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE  SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL  TO MAKE SUCH AN OFFER IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF
THIS  PROSPECTUS  NOR  ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE  ANY  IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT  TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF  THE  COMPANY  SINCE  SUCH  DATE.
__________________

     TABLE  OF  CONTENTS
     __________________
                                                                     Page
                                                                     ----
AVAILABLE  INFORMATION                                                1

INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE                  1

THE  COMPANY                                                          2

RISK  FACTORS                                                         5

USE  OF  PROCEEDS                                                     9

SELLING  STOCKHOLDERS                                                10

PLAN  OF  DISTRIBUTION                                               11

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS                        12

LEGAL  MATTERS                                                       12

EXPERTS                                                              12
AVAILABLE  INFORMATION

          The  Company  is  subject  to  the informational requirements of the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and in
accordance  therewith  files  reports,  proxy statements and other information
with  the  Securities  and  Exchange  Commission (the "Commission").  Reports,
proxy  statements  and other information concerning the Company filed with the
Commission  may  be  inspected  and  copied at the public reference facilities
maintained  by  the  Commission  at its office at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549,  as  well  as  at the Regional Offices of the
Commission  at  Citicorp  Center,  300  West Madison Street, Chicago, Illinois
60661  and Seven World Trade Center, New York, New York 10048.  Copies of such
material  can  be obtained from the Public Reference Section of the Commission
at  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549, at prescribed rates.
Shares  of  the  Common  Stock are traded on the Nasdaq SmallCap Market.  Such
reports,  proxy  statements  and  other  information can also be inspected and
copied  at  the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W.,
Washington,  D.C.    20006.

          The  Company  has  filed  a registration statement (herein, together
with all amendments and exhibits thereto, the "Registration Statement"), under
the  Securities  Act  with  respect to the securities offered pursuant to this
Prospectus.  This Prospectus does not contain all of the information set forth
in  the  Registration  Statement,  certain  parts  of  which  are  omitted  in
accordance  with  the  rules  and  regulations of the Commission.  For further
information,  reference is made to the Registration Statement and the exhibits
filed  as a part thereof.  Statements contained herein concerning any document
filed  as  an  exhibit  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 such statement is qualified in its entirety by
such  reference.

     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  on  August  19,  1997  and  October  14,  1997,
respectively;

          (c)     the Company's current reports dated January 21, April 2, May
28, June 27, July 31, August 13, and November 26, 1997 on Form 8-K, as amended
on  December  31,  1997  on  Form  8-K/A;  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.
All other documents filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d)  of  the  Exchange  Act  subsequent to the date of this
Prospectus  and  prior  to  the  termination  of the Offering pursuant to this
Prospectus shall be deemed to be incorporated by reference and to be a part of
this  Prospectus  from  the  date  of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein  shall  be  deemed  to  be  modified or superseded for purposes of this
Prospectus  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,  except  as  so  modified or
superseded,  to  constitute  a  part  of  this  Prospectus.

          The  Company  will  provide without charge to each person  to whom a
copy of this Prospectus is delivered, upon oral or written request of any such
person,  a  copy  of  any  or  all  of  the  documents  incorporated herein by
reference, other than the exhibits to such documents (unless such exhibits are
specifically  incorporated  by  reference  into  the  information  that  this
Prospectus  incorporates).    Requests  should  be  directed  to  the Investor
Relations  Department, The Quizno's Corporation, 1099 18th Street, Suite 2850,
Denver,  Colorado  80202,  telephone  (303)  291-0999.

     THE  COMPANY

GENERAL

          The  Company  is  engaged  in  franchising  and, to a lesser extend,
operating QSRs (the "Restaurants") using the registered service mark "Quizno's
"  and  the  name  "Quizno's  Classic  Subs."  The Restaurants offer a menu of
submarine  style  sandwiches, salads, soups, desserts and beverages, including
"Classic  Lite"  selections  of  submarine  sandwiches and salads designed for
consumers  who  are looking for a low-fat, healthy alternative to typical fast
food  products.

          The  Company  believes  that the submarine sandwiches offered in the
Restaurants are distinctive in the market for several reasons.  Each submarine
sandwich  is  prepared after the customer orders and with special ingredients,
recipes  and  techniques.    These  ingredients,  recipes  and  techniques are
controlled  to  provide  uniformity  of  taste  and  quality  among all of the
Restaurants.

          One  of  the  most  important  distinctions of the Quizno's sandwich
product  is that it is served to the customer warm.  Each sandwich is prepared
open  face  and  run  through a conveyor oven that toasts the bread, melts the
cheese  and  enhances  the  flavors  of  the  meats.

          The  Company  focuses on the quality of the ingredients contained in
the  food products it uses and requires that all of its specified ingredients,
which  are  generally  higher quality than those that other submarine sandwich
shops  use,  be  purchased  from  approved suppliers.  The cheeses used in the
Restaurants  are  all  natural.   The Italian style meats include a wine-cured
Genoa  salami,  pepperoni  and  capicola,  an  Italian spiced ham.  The turkey
breast  is  real  turkey  breast.

          The  Restaurants also are required to use certain products which are
prepared  for  the Company in accordance with proprietary recipes developed by
the  Company.    Foremost among these is Quizno's special recipe soft baguette
style bread and its red-wine based vinaigrette dressing used as a base on most
of the sandwiches.  In addition, the Restaurants use the Company's proprietary
recipe  tuna  mix  blend,  garlic  oil  blend,  and  marinara  sauce.
The Restaurants' upscale decor is designed to convey an Italian deli
ambiance and to match the upscale QSR market niche represented by the product.
The  typical  Restaurant has a seating capacity of 20 to 60 customers at up to
30  tables.    Open  kitchens allow customers to watch as their sandwiches are
prepared.  The decor package for the Restaurants includes framed reproductions
of  old  Italian food product labels, hand-painted Italian style posters.  The
Italian  theme  is  carried through in standard red and green seating fixtures
against  a  black  and  white  ceramic tile floor.  Real wood trim adds a rich
warmth  to the dining room not found in typical fast food dining environments.

          Besides  a  pleasant  upscale  environment  for in-house dining, the
Restaurants  offer  conveniently  packaged  meals for carry out to serve lunch
time  office  workers  and  to  serve the home meal replacement segment of the
market.

          Quizno's  Restaurants  were  first  opened  in 1981 by the Company's
predecessor.    As  of  September  30,  1997,  there  were  241 Restaurants in
operation, of which 13 are Company-owned, and agreements were in place for the
opening of an additional 170 franchised Restaurants.  Since its inception, the
Company  has  incurred losses totaling $2,158,709, through September 30, 1997.
The  Company  has  financed  these losses primarily through the sale of common
stock  and  through  the  issuance  of  preferred stock as well as convertible
subordinated  debt.  For the nine months ended September 30, 1997, the Company
has  incurred  a loss of $205,000 compared to $475,000 in its prior year.  The
Company's trends are positive in that for the three months ended September 30,
1997,  it  had  a  profit of $90,000 as compared to a loss of $279,000 for the
same period in the preceding year.  As seen in its statement of cash flows for
the  nine  months  ended  September  30, 1997, the Company generated cash from
operations  of  approximately  $165,000.   The Company believes its ability to
generate  cash  flow,  combined  with  additional financing if necessary, will
generate sufficient cash to support its operations for the next twelve months.

          The  Company's  principal  executive  office is located at 1099 18th
Street,  Suite 2850, Denver, Colorado 80202, and its telephone number is (303)
291-0999.

RECENT  DEVELOPMENTS

          During  the  months  of  October  and  November of 1997, the Company
raised  $835,000  through a private placement of 167,000 shares of its Class C
Convertible  Preferred  Stock.  Such Class C shares carry a preferred dividend
of  12%  per  annum  until  converted  and  are  immediately  convertible on a
one-for-one  basis  into  shares  of  the Company's Common Stock.  During such
period,  the Company also issued 100,000 shares of its Class B Preferred Stock
to  its  principal lender upon the conversion of $500,000 of debt principal to
such  shares.    Such  Class B shares carry a preferred dividend of 12.75% per
annum,  are  redeemable by the Company and are convertible after five years at
the  then  market  value.
As  a  result  of  these  preferred  stock  sales, and assuming they
occurred as of September 30, 1997, the Company's pro forma Balance Sheet would
be  adjusted  as  follows:

                           THE QUIZNO'S CORPORATION

                            Summary Financial Data
                              September 30, 1997
                                  (Unaudited)
September 30,     Pro Forma
                                                   1997        September 30,
                                               As  Reported        1997
                                               -------------   --------------
Current  assets                                 $ 3,501,036      $ 4,336,036(1)

Property  and  equipment,  net                    1,763,742        1,763,742

Other  assets                                     1,942,225        1,942,225
                                                -----------      -----------

Total  assets                                   $ 7,207,003      $ 8,042,003
                                                ===========      ===========
THE QUIZNO'S CORPORATION

                                 Summary Financial Data
                                   September 30, 1997
                                       (Unaudited)
September 30,     Pro Forma
                                                     1997        September 30,
                                                 As  Reported        1997
                                                 ------------    -------------
Current  liabilities                             $ 1,575,880      $ 1,575,880

Long-term  liabilities                             2,202,908        1,702,908(1)
Deferred  franchise  fees                          2,269,756        2,269,756

Stockholders'  equity
 Preferred  stock,  $.001  par  
  value,  1,000,000  shares
  authorized
 Class  A  -  146,000  issued  and 
  outstanding,  liquidation value  
  of  $6  per  share  plus  unpaid  
  and  accumulated dividends                             146              146
 Class  B  -  0  and  100,000  (pro
  forma)  shares  issued  and outstanding,
  liquidation  value  of  $5  per  share  plus
  unpaid  and  accumulated  dividends                     -               100(1)
 Class  C  -  0  and  167,000  (pro  forma) 
  shares  issued  and outstanding,  liquidation
  value  of  $5  per  share  plus
  unpaid  and  accumulated  dividends                     -               167(1)
Common  stock,  $.001  par  value,  9,000,000 
  shares authorized,  issued  and  outstanding
  2,904,567                                            2,905            2,905
Capital  in  excess  of  par  value                3,314,117        4,648,850
Accumulated  deficit                              (2,158,709)      (2,158,709)
                                                 ------------      ------------
                                                   1,158,459        2,493,459
                                                 ------------      -----------

                                                 $ 7,207,003      $ 8,042,003
                                                ============      ===========
(1)     Assumes the conversion of $500,000 of the $2 million debt into Class B
Preferred  Stock  and  the  sale  of  $835,000  of  Class  C  Preferred  Stock
On  November  12,  1997,  The  Quizno's  Acquisition  Company  (the
"Company"),  a wholly-owned subsidiary of the Company, acquired certain assets
used  in the franchise operations and restaurant business known as Bain's Deli
from  Bain's  Deli  Franchise  Associates  and  Jolles  #4  Partnership  (the
"Sellers").    The  Company acquired the rights to operate three company-owned
restaurants  and  to  be  the  franchisor  of  sixty  operating  Bain's  Deli
restaurants.    The  consideration  paid by the Company to the Sellers for the
acquisition was valued at $1,235,000, subject to adjustment upward or downward
in  certain  circumstances.    Such consideration is as follows:  Sellers were
paid $555,490 at the closing, the Company is obligated to issue Sellers 18,182
shares of its common stock, and a promissory note was issued by the Company to
the  Sellers  in  the principal amount of $579,510, bearing simple interest at
10%  per  annum,  payable by the Company in monthly payments of $10,735.91 for
seventy-two  months.  The Company has the right to adjust the principal amount
of the promissory note as a setoff in certain circumstances.  In addition, the
Company  entered  into  a  consulting  agreement  with  Mr.  Jordon A. Katz, a
principal  of  the  Sellers,  purchased  the  name  "Bain's  Deli" from Jolles
Corporation  and entered a managing agreement with Jeffrey Jolles, a principal
of  Jolles  Corporation.

On  December  5, 1997, an arbitration involving the Company as a defendant was
scheduled  for  hearing  on  January 12, 1998.  The Demand for Arbitration was
filed  on  December  31,  1996  by  S2D  Subs, LLC, a former franchisee of the
Company  (S2d  Subs,  LLC v. The Quizno's Corporation Case No. 54 11400027 97,
American  Arbitration  Association).    The  arbitration also names Richard E.
Schaden, the President, Chief Executive Officer and a Director of the Company,
Richard F. Schaden, A Director and Secretary of the Company, another member of
their  family  and  a  former employee of the Company.  The allegations of the
plaintiff  include  breach of contract, fraud, misrepresentation, unfair trade
practices  and  violation of the Michigan Franchise Investment Law.  While the
specific  amount  sought  by  the  plaintiff  is  not stated in the Demand for
Arbitration,  preliminary  discussions  between representatives of the parties
suggested  plaintiff  would  settle  for  approximately $300,000.  The Company
rejected  any  possible  settlement  at  that  level.  The Company and all the
defendants  have  denied  the  allegations and intend to vigorously defend the
action.   Management of the Company does not believe that this claim will have
a  material  adverse  affect  on  the  Company.    The  Company  has  filed  a
counterclaim  against  S2D,  LLC  alleging  among  other things, breach of its
franchise  agreement.

     RISK  FACTORS

          Each  prospective  investor  should carefully consider the following
factors  inherent  in  and  affecting  the  business  of the Company, and this
offering before making a decision to purchase the Common Stock offered hereby.

NO  OPERATING  PROFIT  TO  DATE

          The  Company  began  business  operations  in  January 1991 and went
public  in  early  1994.  The Company has not yet earned a profit in any year.
The  Company had net losses applicable to common stockholders of $1,075,908 in
1996,  $348,512  in  1995  and  $768,266 in 1994.  See "THE COMPANY - General"

COMPETITION  FOR  BUSINESS

          The restaurant industry is highly competitive with respect to price,
service,  food  quality  and  location and there are numerous well-established
competitors  possessing  substantially greater financial, marketing, personnel
and  other resources than the Company.  Many of the Company's competitors have
achieved  significant  national,  regional  and  local  brand name and product
recognition and engage in extensive advertising and promotional programs, both
generally  and  in  response to efforts by additional competitors to enter new
markets  or  introduce  new  products.    The  quick  service  industry  is
characterized  by  the  frequent  introduction of new products, accompanied by
substantial  promotional  campaigns.
Industry  data  indicates  that  over  the  decade of the 1990s, the
number  and  frequency  of  Americans eating out has increased.  However, such
data  also  indicates  that  the number of restaurants, and particularly QSRs,
have  increased  more rapidly than the number of customers during this decade.
Increasing  competition  has  reduced  margins  and made consistent profitable
operations  more  of  a  challenge.

          Culinary  fashions  among  Americans  will also impact the Company's
profitability.    As eating habits change and types of cuisine move in and out
of  fashion,  the  Company's  challenge  will be to maintain a menu within the
Company's  distinctive  culinary  style  that  appeals to an increasing market
share.

          In  response  to flat growth rates and declines in average sales per
restaurant,  certain of QSR companies have adopted "value pricing" strategies.
Such strategies could have the effect of drawing customers away from companies
that  do  not  engage in discount pricing and could also negatively impact the
operating  margins  of  competitors that do attempt to match competitors price
reductions.    Continuing  or sustained price discounting in the quick service
industry  could  have  an  adverse  effect  on  the  Company.

COMPETITION  FOR  AND  DEPENDENCE ON AREA DIRECTORS, FRANCHISEES AND LOCATIONS

          The  Company's future success will depend, in part, upon its ability
to  attract  qualified  Area  Directors and franchisees, who will be primarily
responsible  for  the development of the Quizno's concept in their regional or
local  area,  and  upon  the  ability of its Area Directors and franchisees to
obtain  suitable Restaurant locations and sufficient financing to successfully
develop and operate Restaurants.  The market for suitable Restaurant locations
is  highly  competitive  because  both  restaurant  and  non-restaurant retail
operations  compete  for  prime real estate sites.  The Company will train and
work  with  its  Area  Directors  and  franchisees to maintain the quality and
ambiance that are integral to the Quizno's concept.  However, no assurance can
be given that the Company's Area Directors and franchisees will be successful.

VIABILITY  OF  CONCEPT  NATIONWIDE

          To  date,  most  of  the  Company's mature franchises are located in
Colorado  and  Colorado  is  the  Company's  most  developed  market.    While
franchisees  of the Company have opened over 175 Restaurants in other markets,
there  can  be  no  assurance  that the Company's concept of a higher quality,
health  conscious  food  product, served in a Italian deli-like ambiance, will
appeal  to  consumers  in  other  areas  of  the  United  States.

ABILITY  TO  ACHIEVE  DESIRED  EXPANSION

          The  Company's  growth  strategy  is  to  focus  on  the  controlled
development  of  additional  franchised  and  Company-operated  Restaurants in
selected  markets  across  the United States.  The Company's ability to expand
will  depend  on  a  number of factors, including the availability and cost of
suitable  locations, the hiring, training and retraining of skilled management
and other personnel, the availability of adequate financing, the selection and
acceptability  of  franchisees  and  other facts, some of which are beyond the
control  of  the  Company.   There can be no assurance that the Company or its
franchisees  will  be  able to continue to open the planned new Restaurants or
that,  if  opened,  those Restaurants can be operated profitably.  The Company
has  not  yet  been  able  to  institute  a program with one or more financial
institutions  to provide regular financing to its franchisees.  The opening of
additional  Restaurants  in  the  same  market  areas could have the effect of
attracting  customers  from  existing  Restaurants  located  in  that area and
thereby  reduce  sales  volumes  in  existing  Restaurants.
IMPACT  OF  NATIONAL  AND  REGIONAL  ECONOMIES

          The  health  of  national  and  regional economies has a significant
impact  on  the restaurant industry.  An expanding economy provides disposable
income,  which  causes  customers  to  eat out more frequently.  A national or
regional  economic  slow  down  will, in all probability, adversely impact the
operations  of  restaurants,  including  those  owned  and  franchised  by the
Company.    This,  in turn, will adversely impact the Company's royalty income
and income from Company-owned Restaurants.  The Company's franchises are still
concentrated  in  a  few  regions  of the U.S., and therefore adverse economic
conditions  in  those  regions  may  have  a  materially adverse impact on the
Company's  profitability.    Finally,  because many Company franchisees are in
areas  affected  by severe winter weather, such weather could adversely impact
the  Company's  royalty  income.

LABOR  AND  OTHER  COSTS

          Costs of labor and employee benefits are significant expenses in the
restaurant industry.  While such costs have remained stable in recent years, a
significant  increase  in  wages throughout the country could adversely impact
the Company and other restaurant businesses.  Costs of food and non-food items
are also significant factors in the restaurant industry and, finally, the cost
of  marketing  may  negatively  impact  restaurant operations, particularly in
competitive  markets  where  the  brand  name  is  not  yet  established.

CONFLICTS  OF  INTEREST

          Mr. Richard F. Schaden, an officer and director of the Company, owns
interests  in  entities  that  hold  two  Quizno's  Area  Directorships.   Mr.
Frederick  H. Schaden, a director of the Company, also owns an interest in one
of  those  entities.    Conflicts  of  interest  may  arise  with  respect  to
transactions  between  the  Company  and  Area  Directors in which officers or
directors  of the Company hold an interest, such as when loans are made by the
Company  to  such  Area  Directors.    Company-owned  stores will also present
conflict  of  interest  issues,  particularly  with respect to the location of
Company-owned  stores  in  relation to franchisee-owned stores and the amounts
allocated  by the Company for goods and services that are also provided by the
Company  to  its  franchisees  for  a  fee,  such  as  advertising  services.

GENERAL  LIABILITY  INSURANCE

          Although  the  Company  carries  general  liability  and  commercial
insurance  of up to $1,000,000 per occurrence and $2,000,000 in the aggregate,
subject  to  no deductible, there can be no assurance that this insurance will
be  adequate  to  protect  the  Company against any general, commercial and/or
product  liability  claims.   Any general, commercial and/or product liability
claim  which  is  not covered by such policy, or is in excess of the limits of
liability of such policy could have a material adverse effect on the financial
condition  of the Company.  There can be no assurance that the Company will be
able  to  maintain  this  insurance  on  reasonable  terms.

DEPENDENCE  ON  RICHARD  E.  SCHADEN

          The  success  of  the  Company's business will be dependent upon Mr.
Richard  E.  Schaden,  its  Chief  Executive  Officer,  who  is also principal
stockholders  of  the  Company.  The Company's anticipated growth also depends
upon  its  ability  to  attract  and retain skilled management personnel.  The
Company has obtained key-man life insurance in the amount of $1,000,000 on Mr.
Schaden's  life.
CONTROL  BY  EXISTING  STOCKHOLDERS

          Richard  E. and Richard F. Schaden (the "Schadens") own an aggregate
of  approximately  54%  of the outstanding voting Common Stock of the Company,
and  rights  to  purchase  an  additional  approximately 181,000 shares in the
future.  Shareholders do not have cumulative voting rights with respect to the
election  of  directors.    The  Schadens have the ability to elect all of the
directors  of the Company and to thereby direct or substantially influence the
management,  policies  and  business operations of the Company and to have the
power  to  control  the  outcome  of  any  matter submitted to the vote of the
Company's  stockholders.

NO  DIVIDENDS  ANTICIPATED

          The  Company  has never paid any cash dividends on its Common Stock.
The Company anticipates that in the future, earnings, if any, will be retained
for  use  in  the business, and it is not anticipated that cash dividends with
respect  to  the  Common  Stock  will  be  paid  in  the  foreseeable  future.

POSSIBLE  PRICE  OF  THE  COMPANY'S  COMMON  STOCK

          The  market  price  of  the  Company's  Common Stock has been highly
volatile.    Factors  such  as  the  Company's operating results and the small
volume of shares of its Common Stock that are traded have a significant effect
on the market price of the Company's Common Stock.  In addition, market prices
for  the  securities  of many emerging and small capitalization companies have
experience  wide  fluctuations in response to variation in quarterly operating
results  and  general  economic  indicators  and  conditions, as well as other
factors  beyond  the  control  of  the  Company.

PREFERRED  SHARES  AVAILABLE  FOR  ISSUANCE

          The  Company  has  one million shares of Preferred Stock authorized.
The  Company  has  issued  146,000  shares of Class A Preferred Stock, 100,000
shares  of  Class  B  Preferred  Stock and 167,000 shares of Class C Preferred
Stock, upon which monthly dividends are paid.  Such Classes of Preferred Stock
are  senior  to  the Common Stock as to dividends and liquidation preferences.
Shares  of  Preferred Stock may be issued by the Company in the future without
shareholder  approval  and  upon  such  terms  as  the  Board of Directors may
determine,  including  the payment of dividends.  The rights of the holders of
Common Stock will be subject to and may be affected adversely by the rights of
holders  of  shares  of  any Preferred Stock that may be issued in the future.
The  availability  of  Preferred Stock, while providing desired flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of discouraging a third party from acquiring control of the Company
through  the  purchase  of  shares  of  the  Common  Stock.

GOVERNMENT  REGULATIONS

          The  restaurant  business is subject to extensive federal, state and
local  government  regulations  relating  to  the development and operation of
restaurants,  including  regulations  relating  to  building  and  zoning
requirements  and  the  preparation and sale of food, and laws that govern the
Company's  relationship with its employees, such as minimum wage requirements,
overtime  and working conditions and citizenship requirements.  The failure to
obtain  or  retain  food licenses or substantial increases in the minimum wage
could  adversely affect the operation of the Restaurants.  The Company is also
subject to federal regulations and certain state laws which regulate the offer
and  sale  of  franchises  to  its  franchisees.
CONTINUED  LISTING  AND  PENNY  STOCK  REGULATIONS

          The  daily  trading  price  of  the  Company's Common Stock has been
quoted on the Nasdaq SmallCap Market since its initial public offering.  There
can  be  no  assurance  that  quotation  on the Nasdaq SmallCap Market will be
maintained.   In August 1997, The Nasdaq Stock Market, Inc. issued new listing
maintenance  requirements  for the Nasdaq SmallCap Market, which may adversely
affect  the  ability  of  listed  companies  to maintain their Nasdaq SmallCap
listings.   The Company currently meets the new Nasdaq SmallCap Market listing
maintenance  requirements.    If  the  Company  fails  to meet the maintenance
criteria  in  the  future, the trading price for the Common Stock would not be
carried  in  many newspapers, and the shares might be subject to certain rules
of  the  Securities and Exchange Commission relating to "penny stocks."  These
rules  require  that  broker-dealers must apply a special suitability standard
for  purchasers  of  stocks of companies subject to such rules and receive the
purchaser's  prior  written  consent  for  the  transaction.   These rules, if
applied  to  the Company's Common Stock in the future, may inhibit the ability
of  broker-dealers to sell the Company's Common Stock in the secondary market.

IMPACT  OF  SHARES  ELIGIBLE  FOR  FUTURE  SALE

     Future  sales  by  existing  stockholders  could  adversely  affect  the
prevailing  market  price  of  the Common Stock.  As of September 30, 1997 the
Company  had  2,904,567  shares of Common Stock outstanding.  Of these shares,
approximately  1,300,000  shares are freely transferable without restrictions.
The  remainder,  principally  owned  by  insiders, may be sold into the public
market  from  time  to  time  in  the  future,  and  thereby  become  freely
transferable.    As  of  September  30, 1997, 6,989 shares had been issued and
approximately  280,000  shares  were issuable upon the exercise of outstanding
options.    The  Company  is  authorized  to  issue  options  covering  up  to
approximately  650,000  unissued    shares  of  Common  Stock  to  employees,
directors,  advisors  and  Area  Directors.    The Company intends to register
Common  Stock  underlying  such  options in early 1998.  Upon exercise of such
options, the shares would be eligible for immediate sale in the public market.
In  addition,  446,000  shares of Common Stock have been reserved for issuance
upon  conversion  of  the  outstanding  shares of Class A, Class B and Class C
Preferred Stock of the Company, and one of the Company's major lenders has the
right to convert debt or exercise warrants for 415,056 shares of Common Stock.

FORWARD-LOOKING  STATEMENTS

     Certain  of  the  information  discussed  in  this  Prospectus  are
forward-looking  statements  that  involve  risks and uncertainties that might
adversely  affect  the Company's operating results in the future in a material
way.    Such  risks  and  uncertainties  include, without limitation, the risk
factors  discussed  above.   Many of these risks are beyond the control of the
Company.

     USE  OF  PROCEEDS

          The net proceeds from the sale of the Shares will be received by the
Selling  Stockholders.   The Company will not receive any of the proceeds from
any  sale of the Shares by the Selling Stockholders.  The Company has received
funds  upon  the  exercise  of  the Options by the Selling Shareholders.  Such
funds  will be used for general corporate purposes, including working capital.
SELLING  STOCKHOLDERS

          The  table  below sets forth information as of January 29, 1998 with
respect  to  the  Selling Stockholders, including names, holdings of shares of
Common  Stock  prior to the offering of the Shares, the number of Shares being
offered for each account, and the number of shares of Common Stock to be owned
by  the  Selling  Stockholders  immediately  following the sale of the Shares,
assuming  all  of  the  offered  Shares  are  sold.
Shares of                           Shares of
                          Common Stock                        Common Stock
                          Beneficially                            to be
                          Owned Before       Shares of        Beneficially
                              the          Common Stock        Owned After
Name                      Offering  (1)   Being  Offered      Being Offered
----                     --------------   --------------     --------------
P.  S.  Restaurant
  Management,  Inc.            900             900                  0
BBD Management (Wash),
 Inc.                          750             750                  0
QSD  Development,  LLC         600             600                  0
The  Food  Group,  LLC         600             600                  0
Alscott,  Inc.                 600             600                  0
Robert  Taylor                 450             450                  0
Lenlar,  LLC                   450             450                  0
Roger  Grieco                  450             450                  0
Impetus  Profit  LLC           300             300                  0
Joel  Davis                    300             300                  0
David  Kajganich               300             300                  0
LBT  Restaurants,  Inc.        210             210                  0
Charles  Cerny                 150             150                  0
Zachary  Enterprises  LLC      150             150                  0
Bruce  Eubanks                  90              90                  0
RELATIONSHIP  BETWEEN  THE  COMPANY  AND  THE  SELLING  STOCKHOLDERS

          Each  of  the  Selling  Stockholders  is  an  Area  Director for the
Company,  with responsibility to sell company franchises in a specific region.
Area  Directors  are independent contractors of the Company who are subject to
an  Area  Director  Marketing  Agreement  with  the  Company.
PLAN  OF  DISTRIBUTION

          Any  distribution  of  the Shares by the Selling Stockholders, or by
their  pledgees,  donees,  transferees or other successors in interest, may be
effected  from  time to time in one or more of the following transactions: (a)
to  underwriters  who will acquire the Shares for their own account and resell
them  in  one  or  more  transactions, including negotiated transactions, at a
fixed  public  offering  price  or at varying prices determined at the time of
sale  (any  public  offering  price and any discount or concessions allowed or
reallowed  or  paid  to dealers may be changed from time to time); (b) through
brokers,  acting  as  principal  or  agent, in transactions (which may involve
block  transactions) on the Nasdaq Stock Market or on one or more exchanges on
which the Shares are then listed, in special offerings, exchange distributions
pursuant  to  the rules of the applicable exchanges or in the over-the-counter
market,  or  otherwise,  at  market  prices prevailing at the time of sale, at
prices  related  to  such prevailing market prices, at negotiated prices or at
fixed  prices;  (c)  directly or through brokers or agents in private sales at
negotiated  prices; or (d) by any other legally available means.  In addition,
any  securities  covered by this Prospectus which qualify for sale pursuant to
Rule  144 of the Securities Act ("Rule 144") may be sold under Rule 144 rather
than pursuant to this Prospectus.  All discounts, commissions or fees incurred
in connection with the sale of the Common Stock offered hereby will be paid by
the  Selling  Stockholders,  except  that the expenses of preparing and filing
this Prospectus and the related Registration Statement with the Securities and
Exchange Commission, and of registering or qualifying the Common Stock will be
paid  by  the  Company.

          The  Selling Stockholders and such underwriters, brokers, dealers or
agents,  upon effecting a sale of the Shares, may be considered "underwriters"
as  that  term  is  defined  by  the  Securities  Act.

          Underwriters  participating  in  any  offering made pursuant to this
Prospectus  (as  amended  or  supplemented  from  time  to  time)  may receive
underwriting  discounts  and  commissions,  discounts  or  concessions  may be
allowed  or  reallowed or paid to dealers, and brokers or agents participating
in  such  transaction  may  receive  brokerage or agent's commissions or fees.

          If required at the time a particular offering of the Shares is made,
a  Prospectus Supplement would be distributed which would set forth the amount
of  the  Shares  being  offered  and  the terms of the Offering, including the
purchase  price  or  public  offering  price,  the  name  or  names  of  any
underwriters,  dealers  or  agents, the purchase price paid by any underwriter
for  the  Shares  purchased  from  the  Selling  Stockholders,  any discounts,
commissions  and  other  items  constituting  compensation  from  the  Selling
Stockholders  and  any  discounts,  commissions  or  concessions  allowed  or
reallowed  or  paid  to  dealers.    The  Company  has  been  informed that no
underwriter  for  the  Shares  has  been  engaged  at  this  time.

          In  order  to  comply with the securities laws of certain states, if
applicable,  the  Shares will be sold in such jurisdictions, if required, only
through  registered  or  licensed brokers or dealers.  In addition, in certain
states  the  Shares  may not be sold unless the Shares have been registered or
qualified  for  sale  in  such  state  or  an  exemption  from registration or
qualification  is  available  and  complied  with.

          The  Company  has  agreed  that it will bear all costs, expenses and
fees  in  connection  with  the  registration  of  the  Shares.
INDEMNIFICATION  OF OFFICERS AND DIRECTORS

          Article  109  of  the  Colorado  Business  Corporation Act generally
provides  that  a corporation may indemnify its directors, officers, employees
and  agents  against liabilities and 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,  fiduciary  or  agent  of  the Company, if such person acted in good
faith  and reasonably believed that 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  that  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 that 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 directors, 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.  Consistent with its Articles of Incorporation, the
Company  has  entered  into  agreements  to  provide  indemnification  for the
Company's  directors  and  certain  officers.

          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.

                          LEGAL MATTERS

          The  validity  of the Shares offered hereby is being passed upon for
the  Company  by  Lyle  B.  Stewart,  P.C.,  Denver,  Colorado.

     EXPERTS

          The  consolidated financial statements of the Company as of December
31, 1995 and 1996 and for each of the three years in the period ended December
31,  1996  appearing  in  the Form 10-KSB  have been audited by Ehrhardt Keefe
Steiner  &  Hottman  P.C.,  independent  auditors,  as  stated in their report
appearing  therein, and have been incorporated herein by reference in reliance
upon  the  report  of  such  firm  given  upon  their  authority as experts in
accounting  and  auditing.  With respect to the unaudited interim consolidated
financial information in the Company's quarterly reports for the periods ended
March  31,  June  30, and September 30, 1997, each filed on Forms 10-QSB or as
amended  on  Forms 10-QSB/A, the independent certified public accountants have
not  audited  or reviewed such consolidated financial information and have not
expressed  an  opinion  or  any  other  form of assurance with respect to such
consolidated  financial  information.
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 31, 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.
              ---------------------------

          Options  shall  be granted under the Plan to Area Directors who meet
objective  standards  of  performance  in  fulfilling  their  contractual
obligations.    No  cash  or  cash  equivalents  will be paid for the options.

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  REGISTRATION  CLAIMED.
            --------------------------------------

         Not  applicable.

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

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

     23.1          Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  P.C.

     23.2          Consent  of Lyle B. Stewart, P.C. (included in Exhibit 5.1)

     24.           Power  of  Attorney  (included  on  signature  page)

     99.1          Area Director Equity Participation Rights Stock Option Plan
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  27,  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 Officer
-------------------------    and Director (Principal Executive
Richard E. Schaden           Officer)                       January  27,  1998

/s/  John  L.  Gallivan     Chief Financial Officer and 
-----------------------      Treasurer (Principal Financial
John L. Gallivan             and Accounting Officer)        January  27,  1998

/s/  Richard F. Schaden     Vice President, Secretary
-----------------------      and Director                   January 27, 1998   
Richard  F.  Schaden

/s/  Brownell  M.  Bailey   Director                        January  27,  1998
-------------------------
Brownell  M.  Bailey

/s/  Mark  L.  Bromberg     Director                        January  27,  1998
-----------------------
Mark  L.  Bromberg

/s/  J.  Eric  Lawrence     Director                        January  27,  1998
-----------------------
J.  Eric  Lawrence

/s/ Frederick H. Schaden    Director                        January  27,  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  P.C.

23.2         Consent  of  Lyle  B.  Stewart,  P.C.  (included in Exhibit 5.1)

24.          Power  of  Attorney  (included  on  signature  page)

99.1         Area  Director  Equity  Participation  Rights  Stock Option Plan