As filed with the Securities and Exchange Commission
                                 on September 10, 1996
                         Registration No. 333-_______________
______________________________________________________________________________

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.  20549
                                    _______________

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

                                    SHONEY'S, INC.
                (Exact name of registrant as specified in its charter)

       TENNESSEE                                        62-0799798    
(State or other jurisdiction                         (IRS employer
    of incorporation                               identification no.)


                                  1727 Elm Hill Pike
                              Nashville, Tennessee 37210
                  (Address of Principal Executive Offices)(Zip Code)


                         SHONEY'S, INC. 1981 STOCK OPTION PLAN
                               (Full title of the plan)



                                                         Copy to:
W. Craig Barber                                    Cynthia W. Young, Esq.
Shoney's, Inc.                                     Wyatt, Tarrant & Combs
1727 Elm Hill Pike                                 2800 Citizens Plaza
Nashville, Tennessee 37210                         500 West Jefferson Street
(615) 231-2385                                     Louisville, Kentucky 40202
                                                   (502) 562-7292

(Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                            CALCULATION OF REGISTRATION FEE

    Title of                    Amount               Proposed maximum          Proposed maximum            Amount of
   securities                    to be                offering price          aggregate offering         registration
to be registered              registered               per share<F1>              price<F1>                 fee
<S>                         <C>                      <C>                       <C>                      <C>
Common Stock, $1.00 par      5,000,000<F2>             $9.625               $48,125,000             $16,594.83
value per share and             shares
associated rights
</TABLE>


<F1>   Estimated solely  for  the  purpose  of  computing the registration fee
       pursuant to Rule 457(h), on the basis of the average of the high and low
       prices of the Registrant's Common Stock as  listed on the New York Stock
       Exchange one business day prior to the filing  hereof with respect to
       the shares being registered.

<F2>   The  Registrant  also  registers  hereby such indeterminate  number  of
       additional shares of the Registrant's Common Stock as may be required to
       cover  antidilutive adjustments under  the  Shoney's,  Inc.  1981  Stock
       Option Plan.

                                                25 sequentially numbered pages.
                                                       Exhibit index on page 9.
<PAGE>		2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            Shoney's, Inc., a Tennessee corporation, ("the Registrant")  hereby
incorporates the following documents in this Registration Statement:

      A.    The  Registrant's  Annual  Report  on Form 10-K for the fiscal year
ended October 29, 1995, filed with the Commission  on January 29, 1996, and the
amendment thereto on Form 10-K/A, as filed with the  Commission on February 23,
1996;

      B.    The  Registrant's  Current  Report  on  Form  8-K  filed  with  the
Commission on March 20, 1996;

      C.    The  Registrant's  Quarterly  Report on Form 10-Q  for  the  fiscal
quarter ended February 18, 1996, filed with the Commission on April 13, 1996;

      D.    The  Registrant's  Current  Report  on  Form  8-K  filed  with  the
Commission on May 15, 1996;

      E.    The Registrant's Quarterly Report  on  Form  10-Q  for  the  fiscal
quarter ended May 12, 1996, as filed with the Commission on June 25, 1996;

      F.    The description  of  the Registrant's common stock, par value $1.00
per share, that is contained in the Registrant's registration statement on Form
10 filed under the Exchange Act with  the  Commission  on  February  27,  1970,
including  any  amendment  or  report  filed  for  the purpose of updating such
description; and

      G.    The description of the Registrant's Rights to Purchase Common Stock
that is contained in the Registrant's registration statement  on Form 8-A filed
under the Exchange Act with the Commission, including any amendment  or  report
filed for the purpose of updating such description.

            All  documents  subsequently  filed  by  the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities  Exchange  Act  of  1934,
prior  to  the  filing  of  a post-effective amendment which indicates that all
securities offered have been  sold  or  which  deregisters  all securities then
remaining  unsold,  shall  be  deemed to be incorporated by reference  in  this
Registration Statement and to be  part  hereof  from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS OF COUNSEL.

            Not applicable.

<PAGE>		3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Tennessee Business Corporation Act (the  "TBCA") and the Registrant's
bylaws each contains certain provisions that allow indemnification  of officers
and  directors  against certain liabilities, including those arising under  the
Securities Act.   Any  provision contained in the bylaws, in order to be valid,
must be consistent with  the TBCA.  Nevertheless, a corporation is empowered to
purchase and maintain insurance  on  behalf  of any officer or director against
any liability asserted against him, whether or  not  the corporation would have
had the power to indemnify such officer or director for such liability.

      Sections  48-18-501  to  -509  of  the  TBCA  provide  that  a  Tennessee
corporation shall have the power to indemnify against liability incurred by any
individual  made a party to a proceeding because the individual  is  or  was  a
director, provided  that  (i)  such person conducted himself or herself in good
faith, (ii) such person reasonably  believed (A) that in the case of conduct in
such person's official capacity with the corporation that such person's conduct
was in the corporation's best interest, and (B) in all other cases, that his or
her conduct was not opposed to the corporation's  best  interest,  and (iii) in
the  case  of  a  criminal  proceeding, such person had no reasonable cause  to
believe his or her conduct was  unlawful.  A director may not be indemnified as
described above for obligations resulting  from  a proceeding (i) in which such
person is found liable on the basis that he or she improperly received personal
benefit,  whether or not the benefit resulted from  an  action  taken  in  such
person's official capacity, or (ii) in which such person is found liable to the
corporation.

      A corporation  may  provide  indemnification as described above only if a
determination of indemnification is  made (a) by a majority vote of a quorum of
directors who at the time of voting are  not parties to such proceeding; (b) if
such a quorum cannot be obtained, by majority vote of a committee of directors,
consisting solely of two or more directors  who  are not at the time parties to
the relevant proceeding, designated to act in the  matter  by a majority of all
directors;  (c)  by  independent special legal counsel selected  by  the  board
acting as described in (a), or a committee established as described in (b), or,
if such quorum cannot  be  obtained and such committee is not established, by a
majority vote of all directors  (in  which  selection directors who are parties
may participate); or (d) by the shareholders  of  the  corporation  in  a  vote
excluding  shares  owned  by or voted under the control of directors who are at
the  time  parties  to  the proceeding.   On  receipt  of  an  application  for
indemnification, a court  may  order  indemnification  although  certain of the
above  conditions are not met if such court determines the director  is  fairly
and reasonably  entitled  to  indemnification  in  view  of  all  the  relevant
circumstances,  but if the director was adjudged liable as described in Section
48-18-502(d), his  or   her  indemnification  is limited to reasonable expenses
incurred.

      Unless a corporation's charter provides otherwise  (i)  an officer of the
corporation  who  is  not  a  director is entitled to mandatory indemnification
under  Section  48-18-503,  and  is   entitled   to   apply  for  court-ordered
indemnification under Section 48-18-505, in each case to  the  same extent as a
director;  (ii) the corporation may indemnify and advance expenses  under  this
part to an officer,  employee or agent of the corporation who is not a director
to the same extent as  a director; and (iii) the corporation may also indemnify
and advance expenses to  an officer, employee or agent who is not a director to
the extent, consistent with public policy, that may be provided by its charter,
bylaws, general or specific action of its board of directors, or contract.

      Unless limited by its  charter,  a  corporation must indemnify a director
who was wholly successful, on the merits or  otherwise,  in  the defense of any
proceeding  to  which  he  or  she was a party because he or she is  or  was  a
director of the corporation against reasonable expenses incurred by such person
in connection with the proceeding.

      The  Registrant  carries  directors   and  officers  liability  insurance
policies.  Section 48-18-508 of the TBCA permits  the  purchase and maintenance
of insurance on behalf of directors and officers against any

<PAGE>		4

liability  asserted  against  them  and incurred by them in  that  capacity  or
arising  from  their  status as directors  or  officers,  whether  or  not  the
corporation itself would  have  the  power  to  indemnify  any such director or
officer against the same liability under Sections 48-18-502 or 48-18-503.

      Section  12  of the charter of the Registrant eliminates  or  limits  the
liability for monetary  damages  of  the  Registrant's  directors for an act or
omission in the director's capacity as a director except  for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to the Registrant  or  its
shareholders,  (ii)  for acts or omissions not in good faith  or  that  involve
intentional misconduct  or  a  knowing violation of law, or (iii) under Section
48-18-304 for certain unlawful distributions.   The effect of this provision is
to  eliminate  the  rights  of  the  Registrant and its  shareholders  (through
shareholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for acts or  omissions  in  his or her capacity as a
director  (including  breaches of fiduciary duty resulting  from  negligent  or
grossly negligent business decisions) except in the situations described in (i)
through (iii) of the preceding  sentence.   Any  subsequent changes to the TBCA
authorizing adoption of this provision will be automatically  incorporated into
this provision.

      Article  IX  of  the  Registrant's  bylaws provides that every  director,
officer or employee of the Registrant shall be indemnified against all expenses
and liabilities, including attorneys' fees,  reasonably  incurred by or imposed
upon him or her in connection with any proceeding in which  such  person may be
made a party, or in which such person may become involved by reason  of  his or
her being or having been a director, officer or employee of the Registrant,  or
any settlement thereof.  Indemnification is allowed only in situations in which
the director, officer or employee acted in good faith for a purpose which he or
she  reasonably believed to be in the best interests of the Registrant, and, in
a criminal  proceeding,  had  no  reasonable  cause  to believe that his or her
conduct  was  unlawful.   In  the  event  of  a settlement, indemnification  is
provided  only  when the Board approves such settlement  and  reimbursement  as
being in the best  interest  of  the  Registrant.  The right of indemnification
contained in the Registrant's bylaws is in addition to and not exclusive of any
other rights of indemnification to which  such directors, officers or employees
may be entitled.

      Insofar as indemnification for liabilities  arising  under the Securities
Act of 1933 may be permitted to directors, officers or persons  controlling the
Registrant  pursuant  to  the  foregoing  provisions,  the Registrant has  been
informed  that,  in  the  opinion  of  the Commission, such indemnification  is
against  public  policy as expressed in the  Securities  Act  of  1933  and  is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            The exhibits listed on the Exhibit Index attached at page 9 of this
Registration Statement are incorporated by reference herein.

<PAGE>		5

ITEM 9.  UNDERTAKINGS.

      1. The Registrant hereby undertakes:

            A.  To  file,  during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

            [2]  To reflect in the prospectus any facts or events arising after
      the effective date of the  Registration  Statement  (or  the  most recent
      post-effective   amendment   thereof)   which,  individually  or  in  the
      aggregate, represent a fundamental change in the information set forth in
      the Registration Statement; and

            [3]  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 1.A[1] and 1.A[2] do  not apply if the
information  required  to  be included in a post-effective amendment  by  those
paragraphs is contained in periodic  reports  filed  with  or  furnished to the
Commission  by  the Registrant pursuant to Section 13 or Section 15(d)  of  the
Exchange Act that are incorporated by reference in the Registration Statement.

            B.  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.

            C.   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.

      2.   The  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section  13(a)  or  Section  15(d)  of the Securities
Exchange  Act  of  1934 that is incorporated by reference in this  Registration
Statement shall be deemed  to  be  a new registration statement relating to the
securities offered herein, and the offering  of  such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

      3.    Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act  of 1933 may be permitted to directors, officers and controlling
persons of the Registrant,  the Registrant has been advised that in the opinion
of  the Securities and Exchange  Commission  such  indemnification  is  against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment  by  the Registrant of expenses incurred or paid by a director, officer
or controlling  person  of  the  Registrant  in  the  successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer  or
controlling  person  in  connection  with the securities being registered,  the
Registrant will, unless in the opinion  of  its  counsel  the  matter  has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy  as
expressed  in  the  Act  and will be governed by the final adjudication of such
issue.

<PAGE>		6
                                  SIGNATURES

Pursuant to the requirements  of  the  Securities  Act  of 1933, the Registrant
certifies that it has reasonable grounds to believe that  it  meets  all of the
requirements  for  filing  on  Form  S-8  and has duly caused this Registration
Statement  to  be  signed  on  its behalf by the  undersigned,  thereunto  duly
authorized, in the City of Nashville, State of Tennessee, on September 10, 1996.

                                       SHONEY'S, INC.



                                       By: /S/ C. STEPHEN LYNN

                                                 C. Stephen Lynn

                                       Title: Chairman of the Board, President
                                                   and Chief Executive Officer


<PAGE>		7

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose  signature  appears below
hereby  severally constitutes and appoints C. Stephen Lynn and W. Craig  Barber
and each  of them, his true and  lawful attorneys-in-fact and agents, with full
power of substitution  and  resubstitution,  for him and in his name, place and
stead,  in  any and all capacities to sign any and  all  amendments  (including
post-effective  amendments)  to  this  Registration Statement and all documents
relating  thereto and to file the same with  all  exhibits  thereto  and  other
documents in  connection  therewith with the Securities and Exchange Commission
and each state securities regulatory  authority,  granting unto said attorneys-
in-fact and agents full power and authority to do and  perform  each  and every
act  and  thing necessary or advisable to be done in and about the premises  as
fully to all  intents  and  purposes  as  he might or could do in person hereby
ratifying  and confirming all that said attorneys-in-fact  and  agents  or  his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.


Pursuant to  the  requirements of the Securities Act of 1933, this Registration
Statement has been  signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
      SIGNATURE                     CAPACITY                     DATE
<S>				<C>				<C>

/S/ C. STEPHEN LYNN           Chairman of the Board, President, September 9, 1996
C. Stephen Lynn               Chief Executive Officer and Director


/S/ W. CRAIG BARBER           Senior Executive Vice PresidentSeptember 9, 1996
W. Craig Barber               and Chief Financial Officer


/S/ ROBERT M. LANGFORD        Executive Vice President,     September 9, 1996
Robert M. Langford            General Counsel and Secretary


/S/ F.E. MCDANIEL, JR.        Vice President and Treasurer  September 9, 1996
F.E. McDaniel, Jr.


/S/ GREGORY A. HAYES          Vice President and Controller September 9, 1996
Gregory A. Hayes


/S/ DENNIS C. BOTTORFF        Director                      September 9, 1996
Dennis C. Bottorff


/S/ CAROLE F. HOOVER          Director                      September 9, 1996
Carole F. Hoover


/S/ VICTORIA B. JACKSON       Director                      September 9, 1996
Victoria B. Jackson

<PAGE>		8


/S/ JEFFRY F. SCHOENBAUM      Director                      September 9, 1996
Jeffry F. Schoenbaum


/S/ B. FRANKLIN SKINNER       Director                      September 9, 1996
B. Franklin Skinner


/S/ CAL TURNER, JR.           Director                      September 9, 1996
Cal Turner, Jr.

</TABLE>

<PAGE>		9
                                SHONEY'S, INC.

                                   FORM S-8
                            REGISTRATION STATEMENT

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                     Sequentially
                                                                                                Numbered
                                                                                                    PAGE
<S>                             <C>                                                     <C>
4.1                             Restated charter of Shoney's, Inc., as amended.                       10
4.2                             Amended and Restated Bylaws of Shoney's Inc. filed as
                                Exhibits 3(ii) and 4.2 to the Registrant's Quarterly
                                Report on Form 10-Q for the quarter ended February 18,
                                1996 and incorporated herein by this reference.
4.3                             Amended and Restated Rights Agreement, dated as of May
                                25, 1994, between Shoney's, Inc. and Harris Trust and
                                Savings Bank, as Rights Agent, filed as Exhibit 4 to
                                the Registrant's Current Report on Form 8-K filed with
                                the Commission on June 9, 1994 and incorporated herein
                                by this reference.
4.4                             Amendment No. 1 dated as of April 18, 1995 to Amended
                                and Restated Rights Agreement, dated as of May 25,
                                1994, between Shoney's Inc. and Harris Trust and
                                Savings Bank, as Rights Agent, filed as Exhibit 4 to
                                the Registrant's Current Report on Form 8-K filed with
                                the Commission on May 4, 1995, and incorporated herein
                                by this reference.
4.5                             Amendment No. 2 dated as of June 14, 1996 to Amended
                                and Restated Rights Agreement, dated as of May 25,
                                1994, between Shoney's, Inc. and Harris Trust and
                                Savings Bank, as Rights Agent, filed as Exhibit 4.5 to
                                the Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended May 12, 1996, filed with the Commission
                                on June 25, 1996, and incorporated herein by this
                                reference.
5                               Opinion of Wyatt, Tarrant & Combs                                     23
23.1                            Consent of Ernst & Young LLP                                          25
23.2                            Consent of Wyatt, Tarrant & Combs (included in Exhibit                23
                                5)
24                              Power of Attorney (included in signature page to this                  7
                                registration statement).

</TABLE>

<PAGE>		10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24106}]
{"company-data": {"conformed-name": "SHONEYS INC", "cik": "0000089902", "assigned-sic": "5812", "irs-number": "620799798", "state-of-incorporation": "TN", "fiscal-year-end": "1027"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11715", "film-number": "96628327"}, "business-address": {"street1": "1727 ELM HILL PIKE", "city": "NASHVILLE", "state": "TN", "zip": "37210", "phone": "6153915201"}, "mail-address": {"street1": "1727 ELM HILL PIKE", "city": "NASHVILLE", "state": "TN", "zip": "37210"}, "former-company": [{"former-conformed-name": "SHONEYS BIG BOY ENTERPRISES INC", "date-changed": "19761029"}, {"former-conformed-name": "DANNER FOODS INC", "date-changed": "19710908"}]}
As filed with the Securities and Exchange Commission
                                 on September 10, 1996
                         Registration No. 333-_______________
______________________________________________________________________________

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.  20549
                                    _______________

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

                                    SHONEY'S, INC.
                (Exact name of registrant as specified in its charter)

       TENNESSEE                                        62-0799798    
(State or other jurisdiction                         (IRS employer
    of incorporation                               identification no.)

                                  1727 Elm Hill Pike
                              Nashville, Tennessee 37210
                  (Address of Principal Executive Offices)(Zip Code)

                         SHONEY'S, INC. 1981 STOCK OPTION PLAN
                               (Full title of the plan)

                                                         Copy to:
W. Craig Barber                                    Cynthia W. Young, Esq.
Shoney's, Inc.                                     Wyatt, Tarrant & Combs
1727 Elm Hill Pike                                 2800 Citizens Plaza
Nashville, Tennessee 37210                         500 West Jefferson Street
(615) 231-2385                                     Louisville, Kentucky 40202
                                                   (502) 562-7292

(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

    Title of                    Amount               Proposed maximum          Proposed maximum            Amount of
   securities                    to be                offering price          aggregate offering         registration
to be registered              registered               per share
price
fee
Common Stock, $1.00 par      5,000,000
$9.625               $48,125,000             $16,594.83
value per share and             shares
associated rights
Estimated solely  for  the  purpose  of  computing the registration fee
       pursuant to Rule 457(h), on the basis of the average of the high and low
       prices of the Registrant's Common Stock as  listed on the New York Stock
       Exchange one business day prior to the filing  hereof with respect to
       the shares being registered.
The  Registrant  also  registers  hereby such indeterminate  number  of
       additional shares of the Registrant's Common Stock as may be required to
       cover  antidilutive adjustments under  the  Shoney's,  Inc.  1981  Stock
       Option Plan.

                                                25 sequentially numbered pages.
                                                       Exhibit index on page 9.
2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            Shoney's, Inc., a Tennessee corporation, ("the Registrant")  hereby
incorporates the following documents in this Registration Statement:

      A.    The  Registrant's  Annual  Report  on Form 10-K for the fiscal year
ended October 29, 1995, filed with the Commission  on January 29, 1996, and the
amendment thereto on Form 10-K/A, as filed with the  Commission on February 23,
1996;

      B.    The  Registrant's  Current  Report  on  Form  8-K  filed  with  the
Commission on March 20, 1996;

      C.    The  Registrant's  Quarterly  Report on Form 10-Q  for  the  fiscal
quarter ended February 18, 1996, filed with the Commission on April 13, 1996;

      D.    The  Registrant's  Current  Report  on  Form  8-K  filed  with  the
Commission on May 15, 1996;

      E.    The Registrant's Quarterly Report  on  Form  10-Q  for  the  fiscal
quarter ended May 12, 1996, as filed with the Commission on June 25, 1996;

      F.    The description  of  the Registrant's common stock, par value $1.00
per share, that is contained in the Registrant's registration statement on Form
10 filed under the Exchange Act with  the  Commission  on  February  27,  1970,
including  any  amendment  or  report  filed  for  the purpose of updating such
description; and

      G.    The description of the Registrant's Rights to Purchase Common Stock
that is contained in the Registrant's registration statement  on Form 8-A filed
under the Exchange Act with the Commission, including any amendment  or  report
filed for the purpose of updating such description.

            All  documents  subsequently  filed  by  the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities  Exchange  Act  of  1934,
prior  to  the  filing  of  a post-effective amendment which indicates that all
securities offered have been  sold  or  which  deregisters  all securities then
remaining  unsold,  shall  be  deemed to be incorporated by reference  in  this
Registration Statement and to be  part  hereof  from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS OF COUNSEL.

            Not applicable.
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Tennessee Business Corporation Act (the  "TBCA") and the Registrant's
bylaws each contains certain provisions that allow indemnification  of officers
and  directors  against certain liabilities, including those arising under  the
Securities Act.   Any  provision contained in the bylaws, in order to be valid,
must be consistent with  the TBCA.  Nevertheless, a corporation is empowered to
purchase and maintain insurance  on  behalf  of any officer or director against
any liability asserted against him, whether or  not  the corporation would have
had the power to indemnify such officer or director for such liability.

      Sections  48-18-501  to  -509  of  the  TBCA  provide  that  a  Tennessee
corporation shall have the power to indemnify against liability incurred by any
individual  made a party to a proceeding because the individual  is  or  was  a
director, provided  that  (i)  such person conducted himself or herself in good
faith, (ii) such person reasonably  believed (A) that in the case of conduct in
such person's official capacity with the corporation that such person's conduct
was in the corporation's best interest, and (B) in all other cases, that his or
her conduct was not opposed to the corporation's  best  interest,  and (iii) in
the  case  of  a  criminal  proceeding, such person had no reasonable cause  to
believe his or her conduct was  unlawful.  A director may not be indemnified as
described above for obligations resulting  from  a proceeding (i) in which such
person is found liable on the basis that he or she improperly received personal
benefit,  whether or not the benefit resulted from  an  action  taken  in  such
person's official capacity, or (ii) in which such person is found liable to the
corporation.

      A corporation  may  provide  indemnification as described above only if a
determination of indemnification is  made (a) by a majority vote of a quorum of
directors who at the time of voting are  not parties to such proceeding; (b) if
such a quorum cannot be obtained, by majority vote of a committee of directors,
consisting solely of two or more directors  who  are not at the time parties to
the relevant proceeding, designated to act in the  matter  by a majority of all
directors;  (c)  by  independent special legal counsel selected  by  the  board
acting as described in (a), or a committee established as described in (b), or,
if such quorum cannot  be  obtained and such committee is not established, by a
majority vote of all directors  (in  which  selection directors who are parties
may participate); or (d) by the shareholders  of  the  corporation  in  a  vote
excluding  shares  owned  by or voted under the control of directors who are at
the  time  parties  to  the proceeding.   On  receipt  of  an  application  for
indemnification, a court  may  order  indemnification  although  certain of the
above  conditions are not met if such court determines the director  is  fairly
and reasonably  entitled  to  indemnification  in  view  of  all  the  relevant
circumstances,  but if the director was adjudged liable as described in Section
48-18-502(d), his  or   her  indemnification  is limited to reasonable expenses
incurred.

      Unless a corporation's charter provides otherwise  (i)  an officer of the
corporation  who  is  not  a  director is entitled to mandatory indemnification
under  Section  48-18-503,  and  is   entitled   to   apply  for  court-ordered
indemnification under Section 48-18-505, in each case to  the  same extent as a
director;  (ii) the corporation may indemnify and advance expenses  under  this
part to an officer,  employee or agent of the corporation who is not a director
to the same extent as  a director; and (iii) the corporation may also indemnify
and advance expenses to  an officer, employee or agent who is not a director to
the extent, consistent with public policy, that may be provided by its charter,
bylaws, general or specific action of its board of directors, or contract.

      Unless limited by its  charter,  a  corporation must indemnify a director
who was wholly successful, on the merits or  otherwise,  in  the defense of any
proceeding  to  which  he  or  she was a party because he or she is  or  was  a
director of the corporation against reasonable expenses incurred by such person
in connection with the proceeding.

      The  Registrant  carries  directors   and  officers  liability  insurance
policies.  Section 48-18-508 of the TBCA permits  the  purchase and maintenance
of insurance on behalf of directors and officers against any
4

liability  asserted  against  them  and incurred by them in  that  capacity  or
arising  from  their  status as directors  or  officers,  whether  or  not  the
corporation itself would  have  the  power  to  indemnify  any such director or
officer against the same liability under Sections 48-18-502 or 48-18-503.

      Section  12  of the charter of the Registrant eliminates  or  limits  the
liability for monetary  damages  of  the  Registrant's  directors for an act or
omission in the director's capacity as a director except  for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to the Registrant  or  its
shareholders,  (ii)  for acts or omissions not in good faith  or  that  involve
intentional misconduct  or  a  knowing violation of law, or (iii) under Section
48-18-304 for certain unlawful distributions.   The effect of this provision is
to  eliminate  the  rights  of  the  Registrant and its  shareholders  (through
shareholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for acts or  omissions  in  his or her capacity as a
director  (including  breaches of fiduciary duty resulting  from  negligent  or
grossly negligent business decisions) except in the situations described in (i)
through (iii) of the preceding  sentence.   Any  subsequent changes to the TBCA
authorizing adoption of this provision will be automatically  incorporated into
this provision.

      Article  IX  of  the  Registrant's  bylaws provides that every  director,
officer or employee of the Registrant shall be indemnified against all expenses
and liabilities, including attorneys' fees,  reasonably  incurred by or imposed
upon him or her in connection with any proceeding in which  such  person may be
made a party, or in which such person may become involved by reason  of  his or
her being or having been a director, officer or employee of the Registrant,  or
any settlement thereof.  Indemnification is allowed only in situations in which
the director, officer or employee acted in good faith for a purpose which he or
she  reasonably believed to be in the best interests of the Registrant, and, in
a criminal  proceeding,  had  no  reasonable  cause  to believe that his or her
conduct  was  unlawful.   In  the  event  of  a settlement, indemnification  is
provided  only  when the Board approves such settlement  and  reimbursement  as
being in the best  interest  of  the  Registrant.  The right of indemnification
contained in the Registrant's bylaws is in addition to and not exclusive of any
other rights of indemnification to which  such directors, officers or employees
may be entitled.

      Insofar as indemnification for liabilities  arising  under the Securities
Act of 1933 may be permitted to directors, officers or persons  controlling the
Registrant  pursuant  to  the  foregoing  provisions,  the Registrant has  been
informed  that,  in  the  opinion  of  the Commission, such indemnification  is
against  public  policy as expressed in the  Securities  Act  of  1933  and  is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            The exhibits listed on the Exhibit Index attached at page 9 of this
Registration Statement are incorporated by reference herein.
5

ITEM 9.  UNDERTAKINGS.

      1. The Registrant hereby undertakes:

            A.  To  file,  during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

            [2]  To reflect in the prospectus any facts or events arising after
      the effective date of the  Registration  Statement  (or  the  most recent
      post-effective   amendment   thereof)   which,  individually  or  in  the
      aggregate, represent a fundamental change in the information set forth in
      the Registration Statement; and

            [3]  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 1.A[1] and 1.A[2] do  not apply if the
information  required  to  be included in a post-effective amendment  by  those
paragraphs is contained in periodic  reports  filed  with  or  furnished to the
Commission  by  the Registrant pursuant to Section 13 or Section 15(d)  of  the
Exchange Act that are incorporated by reference in the Registration Statement.

            B.  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.

            C.   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.

      2.   The  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section  13(a)  or  Section  15(d)  of the Securities
Exchange  Act  of  1934 that is incorporated by reference in this  Registration
Statement shall be deemed  to  be  a new registration statement relating to the
securities offered herein, and the offering  of  such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

      3.    Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act  of 1933 may be permitted to directors, officers and controlling
persons of the Registrant,  the Registrant has been advised that in the opinion
of  the Securities and Exchange  Commission  such  indemnification  is  against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment  by  the Registrant of expenses incurred or paid by a director, officer
or controlling  person  of  the  Registrant  in  the  successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer  or
controlling  person  in  connection  with the securities being registered,  the
Registrant will, unless in the opinion  of  its  counsel  the  matter  has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy  as
expressed  in  the  Act  and will be governed by the final adjudication of such
issue.
6
                                  SIGNATURES

Pursuant to the requirements  of  the  Securities  Act  of 1933, the Registrant
certifies that it has reasonable grounds to believe that  it  meets  all of the
requirements  for  filing  on  Form  S-8  and has duly caused this Registration
Statement  to  be  signed  on  its behalf by the  undersigned,  thereunto  duly
authorized, in the City of Nashville, State of Tennessee, on September 10, 1996.

                                       SHONEY'S, INC.

                                       By: /S/ C. STEPHEN LYNN

                                                 C. Stephen Lynn

                                       Title: Chairman of the Board, President
                                                   and Chief Executive Officer
7

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose  signature  appears below
hereby  severally constitutes and appoints C. Stephen Lynn and W. Craig  Barber
and each  of them, his true and  lawful attorneys-in-fact and agents, with full
power of substitution  and  resubstitution,  for him and in his name, place and
stead,  in  any and all capacities to sign any and  all  amendments  (including
post-effective  amendments)  to  this  Registration Statement and all documents
relating  thereto and to file the same with  all  exhibits  thereto  and  other
documents in  connection  therewith with the Securities and Exchange Commission
and each state securities regulatory  authority,  granting unto said attorneys-
in-fact and agents full power and authority to do and  perform  each  and every
act  and  thing necessary or advisable to be done in and about the premises  as
fully to all  intents  and  purposes  as  he might or could do in person hereby
ratifying  and confirming all that said attorneys-in-fact  and  agents  or  his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to  the  requirements of the Securities Act of 1933, this Registration
Statement has been  signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                     CAPACITY                     DATE
/S/ C. STEPHEN LYNN           Chairman of the Board, President, September 9, 1996
C. Stephen Lynn               Chief Executive Officer and Director

/S/ W. CRAIG BARBER           Senior Executive Vice PresidentSeptember 9, 1996
W. Craig Barber               and Chief Financial Officer

/S/ ROBERT M. LANGFORD        Executive Vice President,     September 9, 1996
Robert M. Langford            General Counsel and Secretary

/S/ F.E. MCDANIEL, JR.        Vice President and Treasurer  September 9, 1996
F.E. McDaniel, Jr.

/S/ GREGORY A. HAYES          Vice President and Controller September 9, 1996
Gregory A. Hayes

/S/ DENNIS C. BOTTORFF        Director                      September 9, 1996
Dennis C. Bottorff

/S/ CAROLE F. HOOVER          Director                      September 9, 1996
Carole F. Hoover

/S/ VICTORIA B. JACKSON       Director                      September 9, 1996
Victoria B. Jackson
8

/S/ JEFFRY F. SCHOENBAUM      Director                      September 9, 1996
Jeffry F. Schoenbaum

/S/ B. FRANKLIN SKINNER       Director                      September 9, 1996
B. Franklin Skinner

/S/ CAL TURNER, JR.           Director                      September 9, 1996
Cal Turner, Jr.
9
                                SHONEY'S, INC.

                                   FORM S-8
                            REGISTRATION STATEMENT

                                 EXHIBIT INDEX
EXHIBIT                                                                                     Sequentially
                                                                                                Numbered
                                                                                                    PAGE
4.1                             Restated charter of Shoney's, Inc., as amended.                       10
4.2                             Amended and Restated Bylaws of Shoney's Inc. filed as
                                Exhibits 3(ii) and 4.2 to the Registrant's Quarterly
                                Report on Form 10-Q for the quarter ended February 18,
                                1996 and incorporated herein by this reference.
4.3                             Amended and Restated Rights Agreement, dated as of May
                                25, 1994, between Shoney's, Inc. and Harris Trust and
                                Savings Bank, as Rights Agent, filed as Exhibit 4 to
                                the Registrant's Current Report on Form 8-K filed with
                                the Commission on June 9, 1994 and incorporated herein
                                by this reference.
4.4                             Amendment No. 1 dated as of April 18, 1995 to Amended
                                and Restated Rights Agreement, dated as of May 25,
                                1994, between Shoney's Inc. and Harris Trust and
                                Savings Bank, as Rights Agent, filed as Exhibit 4 to
                                the Registrant's Current Report on Form 8-K filed with
                                the Commission on May 4, 1995, and incorporated herein
                                by this reference.
4.5                             Amendment No. 2 dated as of June 14, 1996 to Amended
                                and Restated Rights Agreement, dated as of May 25,
                                1994, between Shoney's, Inc. and Harris Trust and
                                Savings Bank, as Rights Agent, filed as Exhibit 4.5 to
                                the Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended May 12, 1996, filed with the Commission
                                on June 25, 1996, and incorporated herein by this
                                reference.
5                               Opinion of Wyatt, Tarrant & Combs                                     23
23.1                            Consent of Ernst & Young LLP                                          25
23.2                            Consent of Wyatt, Tarrant & Combs (included in Exhibit                23
                                5)
24                              Power of Attorney (included in signature page to this                  7
                                registration statement).
10