As filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20543

FORM S-8

REGISTRATION STATEMENT 
UNDER
THE SECURITIES ACT OF 1933

CHOCK FULL O'NUTS CORPORATION
(Exact name of registrant as specified in its charter)

New York

13-0697025
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

370 Lexington Avenue
New York, New York                               10017
(Address of principal executive office)       (Zip Code)

CHOCK FULL O'NUTS CORPORATION INCENTIVE COMPENSATION PLAN, AS AMENDED
(Full title of the plan)

Howard M. Leitner
Senior Vice President
Chock Full O'Nuts Corporation
370 Lexington Avenue
New York, New York 10017
(Name and address of agent for service)
Telephone number, including area code, of agent for service:

Copy to:
George Lander, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York  10022-2605
__________________


CALCULATION OF REGISTRATION FEE



Title of Securities
 to be Registered



Amount to be Registered (1)
Proposed Maximum
Offering Price 
Per Share (2)
Proposed Maximum
Aggregate 
Offering Price

Amount of
Registration Fee






Common Shares (par value $.25 per share) issuable pursuant to Options granted 
under the Chock Full O'Nuts  Corporation Incentive Compensation Plan as 
amended (the "Incentive Plan")













Common Shares subject to options granted under the Incentive Plan (3)


401,000

$6.52

$2,614,520

$771.28






Common Shares issuable pursuant to additional options that may be granted 
under the Incentive Plan (4)


78,000

$6.50

$507,000

$149.57






TOTAL:

479,000


$920.85

(1)     Plus such additional number of shares of Common Stock as may be 
issuable pursuant to the anti-dilution provisions of the Incentive Plan .

(2)     Estimated solely for purposes of calculating the registration fee.

(3)     Estimated in accordance with Rule 457(h) solely for the purpose of 
calculating the registration fee on the basis of the weighted average exercise
price of $6.52 per share for outstanding options to purchase a total of 401,000
shares.

(4)     Estimated in accordance with Rule 457(c) and (h), the proposed maximum
offering price per share, proposed maximum aggregate offering price and the 
amount of the registration fee are based upon the average of the high and low
prices reported on the New York Stock Exchange on June 25, 1998 with respect 
to Shares available for grant under the Incentive Plan.

PART I


INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

NOTE:  THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN INFORMATION 
REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF REGISTRANT
INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8 WILL BE 
SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE SECURITIES ACT 
OF 1933, AS AMENDED (THE "SECURITIES ACT").  IN ACCORDANCE WITH RULE 428 AND 
THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED 
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") EITHER AS PART
OF THIS REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS 
PURSUANT TO RULE 424 UNDER THE SECURITIES ACT.  THE REGISTRANT SHALL MAINTAIN 
A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428.  UPON 
REQUEST, THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS STAFF A COPY OF
COPIES OF ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

	The following documents heretofore filed by the Company with the 
	Commission pursuant to the Securities Exchange Act of 1934, as amended
	(the "Exchange Act"), are hereby incorporated by reference, except as
	superseded or modified herein:

	1.      Annual Report on Form 10-K for the fiscal year ended July 31,
	1997;

	2.      Quarterly Report of Form 10-Q for the quarter ended October 31,
	1997

	3.      Quarterly Report of Form 10-Q for the quarter ended January 31,
	1998

	4.      Quarterly Report of Form 10-Q for the quarter ended April 30,
	1998

	5.      Current Report on Form 8-K, dated December 30, 1997

	6.      Current Report on Form 8-K, dated May 5, 1998

7.      The description of the Common Shares contained in the Company's 
Registration Statement on Form 8-A, Registration No. 1-4183 registering such
shares pursuant to Section 12 of the Exchange Act including any amendment or
report updating such description.

	All documents filed by the Company pursuant to Sections 13(a), 13(c),
	14 and 15(d) of the Exchange Act after the date of this Registration 
	Statement and prior to the termination of the offering of Common 
	Shares offered hereby shall be deemed to be incorporated in and made 
	a part of this Registration Statement by reference from the date of 
	filing 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 
	Registration Statement to the extent that a statement contained herein
	or in any subsequently filed document that is also incorporated by 
	reference herein modifies or replaces such statement.  Any statements
	so modified or superseded shall not be deemed, except as so modified or
	superseded, to constitute a part of this Registration Statement.



	ITEM 4. DESCRIPTION OF SECURITIES
	
	Not applicable.

	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

	Not applicable                  
		
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

	The Business Corporation Law of the State of New York (the "BCL") 
	authorizes a New York corporation to provide for indemnification and 
	advancement of expenses to directors and officers against 
	liabilities incurred as a result of their service to the corporation 
	in either derivative suits or third party claims, and against the 
	expenses of defending the claims, except when and if a judgment or 
	other final adjudication adverse to the director or officer 
	establishes that (i) his or her acts were committed in bad faith or 
	were the result of  active and deliberate dishonesty and were 
	material to the adverse adjudication or (ii) he or she personally 
	gained a financial profit or other advantage to which he or she was 
	not legally entitled.  Additionally, the statute provides that the 
	indemnification provided by the BCL shall not be deemed exclusive of 
	any other rights to which a director or officer seeking indemnification
	or advancement of expenses may be entitled whether contained in the 
	Certificate of Incorporation or the By-Laws or when authorized by the
	Certificate of Incorporation or the By-Laws (i) by a resolution of 
	stockholders, (ii) by a resolution or directors or (iii) by an 
	agreement providing for such indemnification.

	Article ELEVENTH Section 9 of the Certificate of Incorporation of 
	the Company provides that the Company shall to the fullest extent 
	permitted by Article 7 of the BCL indemnify each person who is or was
	or has agreed to become a director or officer of the Company for the 
	liabilities and against the types of claims described above.  In 
	addition, Article ELEVENTH, Section 9 provides that the indemnification
	granted by said Article shall not be exclusive of any other rights of
	indemnification to which any director or officers shall be entitled and
	permits additional indemnification to be granted to such officers and
	directors (i) by a resolution of stockholders, (ii) by a resolution of
	directors or (iii) by an agreement providing for such indemnification.
	
	The Company maintains insurance providing payment either to the Company
	for indemnification given its directors and/or officers, or directly to
	its officers, for certain liabilities which those persons may incur in
	their respective capacities.

	In addition as permitted By Section 402(b) of the  BCL, Article TWELFTH
	of the Certificate of Incorporation of the Company's provides that a 
	director of the Company shall not be personally liable to this 
	Registrant or its shareholders for damages for any breach of duty in 
	such capacity, except for liability if a judgment or other final 
	adjudication adverse to such director establishes that his acts or 
	omissions were in bad faith or involved intentional misconduct or a 
	knowing violation of law or that he personally gained in fact a 
	financial profit or other advantage to which he was not legally 
	entitled or that his acts violated Section 719 of the BCL.

	ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED.
	
	Not applicable

	ITEM 8. INDEX TO EXHIBITS               

	The following Exhibits are filed as part of this Registration 
	Statement.

Exhibit No.             Description

4.1     Articles of Incorporation (*)

4.2     By-laws  (*)

4.3     Indenture dated as of September 15, 1986 between the Company and 
Manufacturers Hanover Trust Company ("Manufacturers") (*)

4.4     Form of the Company's 8% Convertible Subordinated Debenture (*)

4.5     Instrument of resignation, appointment and acceptance dated 
August 9, 1993 among the Company, Manufacturers and Liberty Bank and Trust 
Company of Oklahoma City (*)

4.6     Indenture dated as of April 1, 1987 between the Company and IBJ 
Schroder Bank and Trust Company (*)

4.7     Form of the Company's 7% Convertible Senior Subordinated Debenture (*)

5.1     Opinion of Morse Zelnick, Rose & Lander LLP regarding legality of 
securities

23.1    Consent of Ernest & Young

23.2    Consent of Morse Zelnick, Rose & Lander LLP (included in Exhibit 5.1)

24      Power of attorney (included on Signatures Pages)

(*) Filed as Exhibit to Form 10-K for the fiscal year ended July 31, 1994 and 
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

	(a)     The undersigned Registrant hereby undertakes:

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

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

		(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;

		(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 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 this Registration Statement.

	(2)     That, for the purpose of determining any liability under the
	Securities Act, 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 initial bona fide offering thereof.

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

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

	(c)     Insofar as indemnification for liabilities arising under the 
	Securities Act may be permitted to directors, officers and controlling
	persons of the Registrant pursuant to the provisions described in Item
	6 of this Registration Statement, or otherwise, the Registrant has 
	been advised that in the opinion of the Commission such indemnification
	is against public policy as expressed in the Securities 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 
	section, suit or proceeding) is asserted by such director, officer or 
	controlling person in connection with the securities being registered,
	the Registrant will, unless in the opinion of its counsel the matter 
	has been settled by controlling precedent, submit to a court of 
	appropriate jurisdiction the question whether such indemnification by 
	it is against public policy as expressed in the Securities Act and 
	will be governed by the final adjudication of such issue.

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, as 
	amended, the Registrant certifies that it has reasonable grounds to 
	believes 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 
	New York, State of New York on  June 24, 1998.
						CHOCK FULL O'NUTS CORPORATION

						By:  /s/ Howard M. Leitner
							Howard M. Leitner, 
							Senior Vice President


POWER OF ATTORNEY

	We, the undersigned officers and directors of Chock Full O'Nuts 
	Corporation., hereby severally constitute and appoint Howard M. Leitner
	and Marvin I. Haas, and each of them singly, our true and lawful 
	attorneys with full power to them, and each of them singly, to sign for
	us and in our names in the capacities indicated below the Registration 
	Statement on Form S-8 filed herewith and any and all pre-effective and 
	post-effective amendments to said Registration Statement, and generally
	to do all such things in our names and on our behalf in our capacities
	as officers and directors to enable Chuck Full O'Nuts Corporation to 
	comply with the provisions of the Securities Act, and all requirements
	of the Commission, hereby ratifying and confirming our signatures, as 
	they may be signed by our said attorneys or any of them, to said 
	Registration Statement and any and all amendments thereto.

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


Signature
Title
Date



/s/ Norman E. Alexander


Norman E. Alexander
Chairman of The Board 
June 24, 1998




   /s/ Marvin I. Haas   


Marvin I. Haas
President, Chief Executive Officer and Director

June 24, 1998






  /s/ Howard M. Leitner  


Howard M. Leitner
Senior Vice President, 
Chief Financial and Accounting Officer and Director


June 24, 1998


  /s/ Martin J. Cullen  


Martin  J. Cullen
Vice-President and Director
June 24, 1998




 /s/ R. Scott Schafler 


R. Scott Schafler
Director
June 24, 1998




/s/ Mark A. Alexander


Mark  A. Alexander 
Director
June 24, 1998

  /s/ Stuart Z. Krinsly  


Stuart Z. Krinsly
Director
June 24, 1998




  /s/ Henry Salzhauer  


Henry Salzhauer
Director
June 24, 1998




    s/ David S. Weil    


David S. Weil
Director
June 24,1 998




  /s/ Jerry Columbus  


Jerry Columbus
Director
June 24, 1998

INDEX TO EXHIBITS

	The following Exhibits are filed as part of this Registration 
	Statement.

Exhibit No.             Description

4.1     Articles of Incorporation (*)

4.2     By-laws  (*)

4.3     Indenture dated as of September 15, 1986 between the Company and 
Manufacturers Hanover Trust Company ("Manufacturers") (*)

4.4     Form of the Company's 8% Convertible Subordinated Debenture (*)

4.5     Instrument of resignation, appointment and acceptance dated 
August 9, 1993 among the Company, Manufacturers and Liberty Bank and Trust 
Company of Oklahoma City (*)

4.6     Indenture dated as of April 1, 1987 between the Company and IBJ 
Schroder Bank and Trust Company (*)

4.7     Form of the Company's 7% Convertible Senior Subordinated Debenture 
(*)

5.1     Opinion of Morse Zelnick, Rose & Lander LLP regarding legality of 
securities

23.1    Consent of Ernest & Young

23.2    Consent of Morse Zelnick, Rose & Lander LLP (included in Exhibit 5.1)

24      Power of attorney (included on Signatures Pages)

(*) Filed as Exhibit to Form 10-K for the fiscal year ended July 31, 1994 and 
incorporated herein by reference.


EXHIBIT 5.1




							June  24, 1998

Chock Full O'Nuts Corporation
370 Lexington Avenue
New York, New York 10017

					Re:     Stock Options
		

Gentlemen:

	We have acted as counsel to Chock Full O'Nuts Corporation., a New 
	York corporation (the "Company") in connection with the preparation 
	of a registration statement on Form S-8 (the "Registration Statement")
	to be filed with the Securities Exchange Commission under the 
	Securities Act of 1933, as amended to register the offering by the 
	Company of 479,000 Common Shares par value $.25 per share (the "Common
	Shares") issuable upon exercise of options granted and to be granted
	under the Company's Incentive Compensation Plan, as amended (the 
	"Plan").

	In this regard, we have reviewed the Articles of Incorporation of the 
	Company, as amended, resolutions adopted by the Company's Board of 
	Directors, the Plan, the form of Options granted thereunder and such 
	other records, documents, statutes and decisions as we have deemed 
	relevant in rendering this opinion.

	Based upon the foregoing, we are of the opinion that the Common Shares
	issuable upon the exercise the options granted and to be granted 
	pursuant to the Plan have been duly and validly authorized for issuance
	and when issued and delivered as contemplated by the Registration 
	Statement will be legally issued, fully paid and non-assessable.

	We consent to the filing of a copy of this opinion as an exhibit to the
	Registration Statement.

						Very truly yours,


						/s/ Morse, Zelnick, 
						Rose & Lander, LLP
MORSE, ZELNICK, ROSE & LANDER, LLP


EXHIBIT 23.1


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We consent to the incorporation by reference in the Form S-8 of our report 
dated September 30, 1997 with respect to the consolidated financial 
statements and schedule of Chock Full O'Nuts Corporation and subsidiaries 
included in its Form 10-K for the year ended July 31, 1997 filed with the 
Securities and Exchange Commission.

/s/ Ernst & Young LLP      
ERNST & YOUNG LLP

New York, New York
June 24, 1998
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As filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20543

FORM S-8

REGISTRATION STATEMENT 
UNDER
THE SECURITIES ACT OF 1933

CHOCK FULL O'NUTS CORPORATION
(Exact name of registrant as specified in its charter)

New York

13-0697025
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

370 Lexington Avenue
New York, New York                               10017
(Address of principal executive office)       (Zip Code)

CHOCK FULL O'NUTS CORPORATION INCENTIVE COMPENSATION PLAN, AS AMENDED
(Full title of the plan)

Howard M. Leitner
Senior Vice President
Chock Full O'Nuts Corporation
370 Lexington Avenue
New York, New York 10017
(Name and address of agent for service)
Telephone number, including area code, of agent for service:

Copy to:
George Lander, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York  10022-2605
__________________

CALCULATION OF REGISTRATION FEE

Title of Securities
 to be Registered

Amount to be Registered (1)
Proposed Maximum
Offering Price 
Per Share (2)
Proposed Maximum
Aggregate 
Offering Price

Amount of
Registration Fee

Common Shares (par value $.25 per share) issuable pursuant to Options granted 
under the Chock Full O'Nuts  Corporation Incentive Compensation Plan as 
amended (the "Incentive Plan")

Common Shares subject to options granted under the Incentive Plan (3)

401,000

$6.52

$2,614,520

$771.28

Common Shares issuable pursuant to additional options that may be granted 
under the Incentive Plan (4)

78,000

$6.50

$507,000

$149.57

TOTAL:

479,000

$920.85

(1)     Plus such additional number of shares of Common Stock as may be 
issuable pursuant to the anti-dilution provisions of the Incentive Plan .

(2)     Estimated solely for purposes of calculating the registration fee.

(3)     Estimated in accordance with Rule 457(h) solely for the purpose of 
calculating the registration fee on the basis of the weighted average exercise
price of $6.52 per share for outstanding options to purchase a total of 401,000
shares.

(4)     Estimated in accordance with Rule 457(c) and (h), the proposed maximum
offering price per share, proposed maximum aggregate offering price and the 
amount of the registration fee are based upon the average of the high and low
prices reported on the New York Stock Exchange on June 25, 1998 with respect 
to Shares available for grant under the Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

NOTE:  THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN INFORMATION 
REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF REGISTRANT
INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8 WILL BE 
SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE SECURITIES ACT 
OF 1933, AS AMENDED (THE "SECURITIES ACT").  IN ACCORDANCE WITH RULE 428 AND 
THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED 
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") EITHER AS PART
OF THIS REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS 
PURSUANT TO RULE 424 UNDER THE SECURITIES ACT.  THE REGISTRANT SHALL MAINTAIN 
A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428.  UPON 
REQUEST, THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS STAFF A COPY OF
COPIES OF ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

	The following documents heretofore filed by the Company with the 
	Commission pursuant to the Securities Exchange Act of 1934, as amended
	(the "Exchange Act"), are hereby incorporated by reference, except as
	superseded or modified herein:

	1.      Annual Report on Form 10-K for the fiscal year ended July 31,
	1997;

	2.      Quarterly Report of Form 10-Q for the quarter ended October 31,
	1997

	3.      Quarterly Report of Form 10-Q for the quarter ended January 31,
	1998

	4.      Quarterly Report of Form 10-Q for the quarter ended April 30,
	1998

	5.      Current Report on Form 8-K, dated December 30, 1997

	6.      Current Report on Form 8-K, dated May 5, 1998

7.      The description of the Common Shares contained in the Company's 
Registration Statement on Form 8-A, Registration No. 1-4183 registering such
shares pursuant to Section 12 of the Exchange Act including any amendment or
report updating such description.

	All documents filed by the Company pursuant to Sections 13(a), 13(c),
	14 and 15(d) of the Exchange Act after the date of this Registration 
	Statement and prior to the termination of the offering of Common 
	Shares offered hereby shall be deemed to be incorporated in and made 
	a part of this Registration Statement by reference from the date of 
	filing 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 
	Registration Statement to the extent that a statement contained herein
	or in any subsequently filed document that is also incorporated by 
	reference herein modifies or replaces such statement.  Any statements
	so modified or superseded shall not be deemed, except as so modified or
	superseded, to constitute a part of this Registration Statement.

	ITEM 4. DESCRIPTION OF SECURITIES
	
	Not applicable.

	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

	Not applicable                  
		
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

	The Business Corporation Law of the State of New York (the "BCL") 
	authorizes a New York corporation to provide for indemnification and 
	advancement of expenses to directors and officers against 
	liabilities incurred as a result of their service to the corporation 
	in either derivative suits or third party claims, and against the 
	expenses of defending the claims, except when and if a judgment or 
	other final adjudication adverse to the director or officer 
	establishes that (i) his or her acts were committed in bad faith or 
	were the result of  active and deliberate dishonesty and were 
	material to the adverse adjudication or (ii) he or she personally 
	gained a financial profit or other advantage to which he or she was 
	not legally entitled.  Additionally, the statute provides that the 
	indemnification provided by the BCL shall not be deemed exclusive of 
	any other rights to which a director or officer seeking indemnification
	or advancement of expenses may be entitled whether contained in the 
	Certificate of Incorporation or the By-Laws or when authorized by the
	Certificate of Incorporation or the By-Laws (i) by a resolution of 
	stockholders, (ii) by a resolution or directors or (iii) by an 
	agreement providing for such indemnification.

	Article ELEVENTH Section 9 of the Certificate of Incorporation of 
	the Company provides that the Company shall to the fullest extent 
	permitted by Article 7 of the BCL indemnify each person who is or was
	or has agreed to become a director or officer of the Company for the 
	liabilities and against the types of claims described above.  In 
	addition, Article ELEVENTH, Section 9 provides that the indemnification
	granted by said Article shall not be exclusive of any other rights of
	indemnification to which any director or officers shall be entitled and
	permits additional indemnification to be granted to such officers and
	directors (i) by a resolution of stockholders, (ii) by a resolution of
	directors or (iii) by an agreement providing for such indemnification.
	
	The Company maintains insurance providing payment either to the Company
	for indemnification given its directors and/or officers, or directly to
	its officers, for certain liabilities which those persons may incur in
	their respective capacities.

	In addition as permitted By Section 402(b) of the  BCL, Article TWELFTH
	of the Certificate of Incorporation of the Company's provides that a 
	director of the Company shall not be personally liable to this 
	Registrant or its shareholders for damages for any breach of duty in 
	such capacity, except for liability if a judgment or other final 
	adjudication adverse to such director establishes that his acts or 
	omissions were in bad faith or involved intentional misconduct or a 
	knowing violation of law or that he personally gained in fact a 
	financial profit or other advantage to which he was not legally 
	entitled or that his acts violated Section 719 of the BCL.

	ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED.
	
	Not applicable

	ITEM 8. INDEX TO EXHIBITS               

	The following Exhibits are filed as part of this Registration 
	Statement.

Exhibit No.             Description

4.1     Articles of Incorporation (*)

4.2     By-laws  (*)

4.3     Indenture dated as of September 15, 1986 between the Company and 
Manufacturers Hanover Trust Company ("Manufacturers") (*)

4.4     Form of the Company's 8% Convertible Subordinated Debenture (*)

4.5     Instrument of resignation, appointment and acceptance dated 
August 9, 1993 among the Company, Manufacturers and Liberty Bank and Trust 
Company of Oklahoma City (*)

4.6     Indenture dated as of April 1, 1987 between the Company and IBJ 
Schroder Bank and Trust Company (*)

4.7     Form of the Company's 7% Convertible Senior Subordinated Debenture (*)

5.1     Opinion of Morse Zelnick, Rose & Lander LLP regarding legality of 
securities

23.1    Consent of Ernest & Young

23.2    Consent of Morse Zelnick, Rose & Lander LLP (included in Exhibit 5.1)

24      Power of attorney (included on Signatures Pages)

(*) Filed as Exhibit to Form 10-K for the fiscal year ended July 31, 1994 and 
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

	(a)     The undersigned Registrant hereby undertakes:

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

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

		(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;

		(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 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 this Registration Statement.

	(2)     That, for the purpose of determining any liability under the
	Securities Act, 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 initial bona fide offering thereof.

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

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

	(c)     Insofar as indemnification for liabilities arising under the 
	Securities Act may be permitted to directors, officers and controlling
	persons of the Registrant pursuant to the provisions described in Item
	6 of this Registration Statement, or otherwise, the Registrant has 
	been advised that in the opinion of the Commission such indemnification
	is against public policy as expressed in the Securities 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 
	section, suit or proceeding) is asserted by such director, officer or 
	controlling person in connection with the securities being registered,
	the Registrant will, unless in the opinion of its counsel the matter 
	has been settled by controlling precedent, submit to a court of 
	appropriate jurisdiction the question whether such indemnification by 
	it is against public policy as expressed in the Securities Act and 
	will be governed by the final adjudication of such issue.

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, as 
	amended, the Registrant certifies that it has reasonable grounds to 
	believes 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 
	New York, State of New York on  June 24, 1998.
						CHOCK FULL O'NUTS CORPORATION

						By:  /s/ Howard M. Leitner
							Howard M. Leitner, 
							Senior Vice President

POWER OF ATTORNEY

	We, the undersigned officers and directors of Chock Full O'Nuts 
	Corporation., hereby severally constitute and appoint Howard M. Leitner
	and Marvin I. Haas, and each of them singly, our true and lawful 
	attorneys with full power to them, and each of them singly, to sign for
	us and in our names in the capacities indicated below the Registration 
	Statement on Form S-8 filed herewith and any and all pre-effective and 
	post-effective amendments to said Registration Statement, and generally
	to do all such things in our names and on our behalf in our capacities
	as officers and directors to enable Chuck Full O'Nuts Corporation to 
	comply with the provisions of the Securities Act, and all requirements
	of the Commission, hereby ratifying and confirming our signatures, as 
	they may be signed by our said attorneys or any of them, to said 
	Registration Statement and any and all amendments thereto.

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

Signature
Title
Date

/s/ Norman E. Alexander

Norman E. Alexander
Chairman of The Board 
June 24, 1998

   /s/ Marvin I. Haas   

Marvin I. Haas
President, Chief Executive Officer and Director

June 24, 1998

  /s/ Howard M. Leitner  

Howard M. Leitner
Senior Vice President, 
Chief Financial and Accounting Officer and Director

June 24, 1998

  /s/ Martin J. Cullen  

Martin  J. Cullen
Vice-President and Director
June 24, 1998

 /s/ R. Scott Schafler 

R. Scott Schafler
Director
June 24, 1998

/s/ Mark A. Alexander

Mark  A. Alexander 
Director
June 24, 1998

  /s/ Stuart Z. Krinsly  

Stuart Z. Krinsly
Director
June 24, 1998

  /s/ Henry Salzhauer  

Henry Salzhauer
Director
June 24, 1998

    s/ David S. Weil    

David S. Weil
Director
June 24,1 998

  /s/ Jerry Columbus  

Jerry Columbus
Director
June 24, 1998

INDEX TO EXHIBITS

	The following Exhibits are filed as part of this Registration 
	Statement.

Exhibit No.             Description

4.1     Articles of Incorporation (*)

4.2     By-laws  (*)

4.3     Indenture dated as of September 15, 1986 between the Company and 
Manufacturers Hanover Trust Company ("Manufacturers") (*)

4.4     Form of the Company's 8% Convertible Subordinated Debenture (*)

4.5     Instrument of resignation, appointment and acceptance dated 
August 9, 1993 among the Company, Manufacturers and Liberty Bank and Trust 
Company of Oklahoma City (*)

4.6     Indenture dated as of April 1, 1987 between the Company and IBJ 
Schroder Bank and Trust Company (*)

4.7     Form of the Company's 7% Convertible Senior Subordinated Debenture 
(*)

5.1     Opinion of Morse Zelnick, Rose & Lander LLP regarding legality of 
securities

23.1    Consent of Ernest & Young

23.2    Consent of Morse Zelnick, Rose & Lander LLP (included in Exhibit 5.1)

24      Power of attorney (included on Signatures Pages)

(*) Filed as Exhibit to Form 10-K for the fiscal year ended July 31, 1994 and 
incorporated herein by reference.

EXHIBIT 5.1

							June  24, 1998

Chock Full O'Nuts Corporation
370 Lexington Avenue
New York, New York 10017

					Re:     Stock Options
		

Gentlemen:

	We have acted as counsel to Chock Full O'Nuts Corporation., a New 
	York corporation (the "Company") in connection with the preparation 
	of a registration statement on Form S-8 (the "Registration Statement")
	to be filed with the Securities Exchange Commission under the 
	Securities Act of 1933, as amended to register the offering by the 
	Company of 479,000 Common Shares par value $.25 per share (the "Common
	Shares") issuable upon exercise of options granted and to be granted
	under the Company's Incentive Compensation Plan, as amended (the 
	"Plan").

	In this regard, we have reviewed the Articles of Incorporation of the 
	Company, as amended, resolutions adopted by the Company's Board of 
	Directors, the Plan, the form of Options granted thereunder and such 
	other records, documents, statutes and decisions as we have deemed 
	relevant in rendering this opinion.

	Based upon the foregoing, we are of the opinion that the Common Shares
	issuable upon the exercise the options granted and to be granted 
	pursuant to the Plan have been duly and validly authorized for issuance
	and when issued and delivered as contemplated by the Registration 
	Statement will be legally issued, fully paid and non-assessable.

	We consent to the filing of a copy of this opinion as an exhibit to the
	Registration Statement.

						Very truly yours,

						/s/ Morse, Zelnick, 
						Rose & Lander, LLP
MORSE, ZELNICK, ROSE & LANDER, LLP

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Form S-8 of our report 
dated September 30, 1997 with respect to the consolidated financial 
statements and schedule of Chock Full O'Nuts Corporation and subsidiaries 
included in its Form 10-K for the year ended July 31, 1997 filed with the 
Securities and Exchange Commission.

/s/ Ernst & Young LLP      
ERNST & YOUNG LLP

New York, New York
June 24, 1998