AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2001

                                               REGISTRATION NO. 333-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                      CREATIVE HOST SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                   California
                         (State or Other Jurisdiction of
                         Incorporation or Organization)


                                   33-1069494
                                (I.R.S. Employer
                               Identification No.)

                         6335 Ferris Square, Suites G-H
                           San Diego, California 92126
                                 (619) 587-7300
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Legal Services Agreement
                            (Full Title of the Plans)
                              ____________________

                              Sayed Ali, President
                          Creative Host Services, Inc.
                          6335 Ferris Square, Suite G-H
                           San Diego, California 92126
                                 (619) 587-7300
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>   <C>                    <C>                   <C>                         <C>                      <C>
Title of Securities      Amount to be         Proposed Maximum            Proposed Maximum           Amount of
to be Registered          Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  -------------  ----------------------------  -------------------------  -----------------
Common Stock                20,000                $2.125                     $ 42,500                $10.63
-----------------------  -------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE                                                                                $10.63
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
    fee  pursuant  to  Rule 457(c).  Based on the average closing price of the
    Company's for the twenty days ending February 28, 2001.


<PAGE>
                                EXPLANATORY NOTE

Creative  Host Services, Inc. ("CHST")  has prepared this Registration Statement
in  accordance  with  the  requirements  of Form S-8 under the Securities Act of
1933,  as  amended  (the "1933 Act"), to register certain shares of common stock
issued  to  one  selling shareholder.  Under cover of this Form S-8 is a Reoffer
Prospectus  RTEK  prepared  in accordance with Part I of Form S-3 under the 1933
Act.   The  Reoffer Prospectus may be utilized for reofferings and resales of up
to 20,000 shares of common stock acquired by the selling shareholder.

<PAGE>
                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

CHST  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  CHST does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

<PAGE>

                               REOFFER PROSPECTUS

                           CREATIVE HOST SERVICES, INC.

                          20,000 SHARES OF COMMON STOCK


The  shares  of  common  stock,  $0.0001  par  value per share, of Creative Host
Services,  Inc.  ("CHST"  or  the  "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individual  listed  under  the  Selling
Shareholders section of this document (the "Selling Shareholder").   The Selling
Shareholder acquired the  Shares  pursuant  to  a  legal services agreement  for
legal services that the Selling Shareholder  provided  to  CHST.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions.  CHST will not
receive  proceeds  from  any  of  the  sale  the Shares.  CHST is paying for the
expenses  incurred in registering the Shares except that the Selling Shareholder
has  agreed  to  complete  the legal work required for this Registration without
additional charge to CHST.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholder  to the public
without  restriction.  To the knowledge of the Company, the Selling  Shareholder
has  no  arrangement  with  any  brokerage firm for the sale of the Shares.  The
Selling  Shareholder  may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

CHST's  common  stock  is  currently traded on the NASDAQ small cap market under
the  symbol "CHST."

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  10.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                 April 12, 2000

                                        1
<PAGE>
                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information          2
Incorporated  Documents                           2
The  Company                                      4
Risk  Factors                                    10
Use  of  Proceeds                                12
Selling  Shareholders                            13
Plan  of  Distribution                           13
Legal  Matters                                   14
Experts                                          14
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

CHST is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows CHST to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.


                                        2
<PAGE>

CHST's  Report  on  Form  8-K  dated  October  25,  2000 and Form 8-K/A filed on
February 28, 2001  are  incorporated herein by reference.  CHST's Form 10-KSB as
filed  with  the  Commission on April 13, 2000, CHST's Form 10-KSB/A as filed on
June 6, 2000, CHST's Form 10-QSB as filed on May 15, 2000, CHST's Form 10-QSB as
filed  on  August  8, 2000, CHST's Form 10-QSB as filed on November 20, 2000 and
CHST's  Definitive  Proxy  Statement  filed on January 17, 2001 are incorporated
herein by reference.   In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the termination of this offering, are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief Executive Officer at CHST's executive offices, located at 6335 Ferris
Square,  Suite G-H,  San  Diego,  CA  92126.   CHST's  telephone number is (858)
587-7300.

                                        3
<PAGE>

                                   THE  COMPANY

THE  CONCESSION  BUSINESS

     The Company is primarily engaged in the business of acquiring and operating
food,  beverage  and other concessions at airports throughout the United States.
The  Company currently has 70 operating concession facilities at 23 airports, 38
of which are Company owned and one of which is franchised, including concessions
at  Los  Angeles  International  Airport, Denver International Airport, Portland
International  Airport,  and  the airports in Aspen, Colorado; Orange County and
Ontario,  California;  Madison  and  Appleton,  Wisconsin;  Lexington, Kentucky;
Asheville  and  Greensboro  (Piedmont  Triad),  North  Carolina;  Allentown,
Pennsylvania;  Roanoke,  Virginia;  Columbia, South Carolina; Sioux Falls, South
Dakota;  Cedar  Rapids  and  Des  Moines,  Iowa, Midland, Texas, and Shreveport,
Louisiana.  In  addition,  the  Company  has  been  awarded  contracts  for  the
construction  of  two  additional  concession facilities; two locations at Baton
Rouge  Metropolitan  Airport,  in  Baton  Rouge, Louisiana; and two locations at
Shreveport  Regional  Airport, in Shreveport, Louisiana.  The Company expects to
commence operations at these facilities in December 2000.  The airport contracts
include  concessions that range from a concession to operate single and multiple
food  and  beverage  outlets  to  a  master  concession  to operate all food and
beverage,  as  well  as  news and gift and merchandise, locations at an airport.
The  Company's  airport concession business is complemented by inflight catering
contracts  awarded  to  it  by United Airlines, US Air and Delta at the airports
located  in  Allentown,  Pennsylvania,  Cedar  Rapids,  Iowa and Columbia, South
Carolina.  The Company currently utilizes its existing facilities at airports to
provide  fresh  meals  to  airlines.  The  Company  is  currently  seeking  and
evaluating  additional concession opportunities at several other airports in the
United  States.

     Concessions  to  operate  food  and beverage and other retail operations at
domestic  airports  are  generally granted by an airport authority pursuant to a
request  for  proposal  process.  Proposals generally contain schematic drawings
for  the  concession  layout,  a  commitment to make capital improvements at the
concession location, and sample menus.  Rent is paid to the airport authority on
the  basis of a percentage of sales, with a minimum amount of rent guaranteed by
the  concessionaire.  For  airport  locations  with a history of operations, the
Company evaluates information concerning historical revenues for the location to
determine the amount to bid for both percentage and minimum rent.  For locations
which are newly constructed, the Company evaluates projections for the number of
passengers  expected  to  use  the airport and amounts to be spent per person at
airport  concessions  to  form  a revenues projection.  Given the requirement to
make  capital  improvements,  the  Company  makes  large  capital outlays at the
beginning  of  a concession term, which it seeks to recover during the remaining
term.  Concessions  are  usually  awarded  for  a  ten  year  term.  Generally
concessions are resubmitted for proposals at the end of the term and the Company
must  resubmit  a  bid  to  secure  an  additional  ten  year  term.

     The  Company  has  secured  nearly  all of its existing airport concessions
through  the  request for proposal process.  The Company believes its success in
securing  concessions through this process is attributable to tailoring its bids
to  each  specific  airport's needs, offering a unique selection of quality food
and  beverages,  and  a  distinctive  decor.  In  its proprietary menu items the
Company  strives  to  provide  foods  which  are healthy and higher quality than
typical  fast food or cafeteria style products, while maintaining value pricing.
The  Company's  Bakery/Deli  style  restaurants feature a selection of croissant
sandwiches  and  a selection of vegetable, fruit and pasta salads.  At locations
which  are  anticipated  to  have  higher revenues, the Company's strategy is to
secure  franchise  relationships  with  nationally  recognized food and beverage
companies  as  part  of  its proposals.  The Company has entered into agreements
with several such companies, including Carl's Jr., Pizza and Mrs. Fields.  Under
these  arrangements,  the  Company  owns  the concession rights from the airport
authority  and  the  Company's employees operate the location.  The Company then
pays  franchise  fees under a franchise agreement.  The Company's strategy is to
continue  to  develop  relationships with a number of national and regional food
and  beverage  companies,  which  it  expects  will provide the Company with the
flexibility  to tailor product offerings to meet a particular airport's desires.



                                        4
<PAGE>
     While  the  Company  has seriously pursued the submission of proposals only
since  1995,  it has been successful in a significant number of the proposals it
has  submitted.  Management attributes this success in winning airport proposals
principally  to  its  efforts  to  customize each bid, striving to make creative
proposals  that  address  local preferences and distinguish the Company from its
competitors  in  its  offering of decor as well as food products.  The following
are  examples  of  the  Company's  approaches  to  the  concession  business:

     MASTER  CONCESSION:  The  Company  will generally seek to become the master
concessionaire for all airport services, including food and beverage, lounge and
bar,  specialty  retail,  news and gifts, and other services at airports with at
least 400,000 enplanements per year.  The Company currently serves as the master
concessionaire  at  the  Cedar  Rapids,  Iowa airport and at the Ashville, North
Carolina  airport

     CAFE  AND  SPIRITS:  If  the  opportunity  for  a  master concession is not
available,  then  the  Company submits bids utilizing specific food and beverage
concepts,  or  other service concepts depending on the nature of the concession.
One  such  concept  is  "Cafe  and  Spirits"  which features various branded and
nonbranded  food  and  beverages, such as Creative Croissants, along with a bar,
lounge  and  mini  library.  The  Company  currently  operates  Caf  and Spirits
formats  at  approximately  20  Creative Croissants locations that serve liquor.

     CREATIVE  CROISSANTS-Registered  Trademark-  BAKERY  DELI:  The Company can
implement  its bakery/deli concept, Creative Croissants, either as a stand alone
concession  or  as  part  of  a  food  court, depending on the preference of the
airport  authority and the available concession category.  The Company currently
operates  Creative  Croissants  at every airport it currently services, with the
exception  of  the  airport  at  Ontario,  California.

     ATTAINING  FRANCHISE  RIGHTS:  For  larger  concessions,  where the airport
desires  branded  food products, the Company attempts to secure franchise rights
from  nationally  or  regionally  recognized  food  and beverage companies.  The
Company  has  entered into Franchise Agreements with Carl's Jr./Green Burrito to
operate  franchises  at  its two Ontario, California concession facilities which
opened  in  October  1998.  The  Company  may in the future purchase and operate
franchises  from  other major food or beverage franchisors to include in its bid
proposals.

     ACQUISITION  OF  OTHER  CONCESSIONAIRES:  The  Company  has  also sought to
expand  its  physical  presence  at  airports  by  acquiring  numerous  existing
concessionaires  with  one  or  more  airport locations.  Generally, the airport
authority overseeing the operations at the airport will have the right under the
existing  concession  agreement to approve the change in control.  The strengths
the  Company demonstrates in the request for proposal process are used to secure
the  consent  of  an  airport authority to a transfer of concession rights in an
acquisition  of  an existing location.  The Company has typically negotiated for
an  extension  of  the  concession  term  in  exchange  for  additional  capital
improvements  or  additional  facilities  or  menu  items  to  be offered at the
concession  location  as part of securing the airport authority's consent to the
transfer.

     The  Company's  strategy  is  to  expand  its  concession  business to more
airports  in  the  United  States,  and  eventually to other public venues.  The
Company also intends to seek to expand the types of concession services which it
provides,  and  to be awarded more multiple and master concession contracts such
as  the  one  it has been awarded for the Cedar Rapids, Iowa airport.  While the
Company has historically focused on the food and beverage segment, it intends to
seek  concession awards to provide news stands, gift shops, specialty stores and
other  services  to augment the Company's food and beverage business at airports
and  other  venues.  The  Company  has previously operated news and gift venues.

     Prior  to  the  Company's initial public offering in July 1997, the Company
qualified  as  a  Disadvantaged  Business  Enterprise ("DBE") based on Mr. Ali's
ownership  of  all  of  the  Company's  common  stock.  The Company's historical
success  in  securing concession locations may have been partially attributed to
its  DBE  status.  The  impact  of  the initial public offering on the Company's
status  as  a DBE and the impact of any such potential loss of DBE status on its
ability  to  secure new concession locations is unclear.  To the extent that the
Company's  historic  rate  of  success  in  securing new airport concessions was
attributable to its status as a DBE, that growth rate may decline if the Company
is  not  recognized  as  a  DBE  or if DBE programs are eliminated or curtailed.

     In  analyzing  a  concession  opportunity,  particularly  in  the  airport
industry,  the  Company  evaluates  the following factors, among others: (1) the
estimated rate of return on the investment in the facilities, (2) the historical
performance  of  the location, (3) the historical and estimated future number of
annual  enplanements  at the airport, (4) the competition in the vicinity of the
proposed  facility,  (5)  the  rent  and common area maintenance charges for the
proposed  facilities  and  (6)  the  length  of the proposed concession term. In
customizing  the  design  proposal  and  theme for a concession opportunity, the
Company  analyzes the character of the community and the expected preferences of
the  patrons  (for  example,  whether  they  are  primarily tourists or business
persons)  to  determine the most attractive facility.  The scope of the contract
and  the  size  and  shape  of  the  site  are  other elements considered in the
analysis.

     As  part  of  any proposal or acquisition, the Company receives information
concerning  any  historical  operations  conducted  at  the  specific  location.
Generally,  an  airport  authority  will  provide  three  years  of  historical
information  for  a  location  with its request for proposal.   Similarly, in an
acquisition  transaction, the Company will review a target operator's historical
performance as part of its due diligence review. In either scenario, the Company
then  evaluates  the  estimated  impact  on revenues and gross margins that will
result  from  any  remodeling, capital improvements and menu changes.  Where the
concession  location  is  to  be  newly  constructed,  such  as  at the Ontario,
California, airport, the Company reviews estimates of passenger enplanements for
the  new  terminals  and  amounts  typically spent per passenger at concessions.

     Once  the  Company has been awarded a concession contract at an airport, it
is  generally  scheduled  to  assume  the  management of the existing facilities
within  90  to  120  days  after  the  award,  or to commence construction of an
entirely  new  facility within three to six months after the award.  The Company
is  generally  required  to place three types of bonds with an airport authority
before it may take over operations at a concession.  In connection with its bid,
it  is  required  to  post  a  bond for the amount of capital improvements it is
committed  to  make at the airport.  During commencement of construction for any
specific  construction  project,  the Company is required to post a construction
bond  for  the specific facilities to be constructed.  This bond terminates upon
completion  of  each  specific  project  and  the  bond  for  all of the capital
improvements  expires  upon  completion  of  all  capital  improvements  for the
airport.  In  addition,  the  Company  is required to post a performance bond to
cover some specified percentage of the Company's minimum rent obligations.  This
bond  remains  in  place during the term of the concession.  To date the Company
has not experienced significant difficulty in securing bonds for its obligations
to  various  airport  authorities.  The Company's bonding capacity is limited by
its  size, and has therefore limited the projects on which it could bid.  If the
Company  continues  to  grow, it anticipates increasing its bonding capacity and
the  ability  to  bid  for  larger  projects  at  the largest domestic airports.

     Typically the Company operates an existing facility for two to three months
before  beginning  the remodeling of the site according to the specifications in
its  airport bid proposal.  During the remodeling phase of an existing facility,
which  usually  takes  45 to 60 days, the facility is either closed or serves at
minimal  levels.  Once  the remodeling is completed, the facility opens for full
service, generally for most hours during which the airport is actively operating
(only  two  of the Company's facilities are open 24 hours a day, 7 days a week).
The  Company  often  is  required  to  refurbish  a  project  every  five years.

     Inflight  catering  has traditionally generated higher gross profit margins
than  the  Company's  airport  concession  business.  Consequently,  management
intends  to  expand  its  inflight catering services.  The Company currently has
inflight  catering  contracts  with several major airlines at specific airports,
including Delta Airlines, U.S. Air, United Airlines and Northwest Airlines.  The
Company  also  provides  inflight  catering  services  for  charter  flights.



                                        5
<PAGE>
                    EXISTING AND AWARDED CONCESSION LOCATIONS
<TABLE>
<CAPTION>
<S>                         <C>                    <C>             <C>            <C>               <C>
                                                                   Dated of
                                                                   Completion
                                                   Date            or Expected
Name/Location of . . . . .  Description of         Commenced       Completion     Expiration Date        1999
Concession . . . . . . . .  Concession             Operations      of Remodeling  of Contract       Revenue
--------------------------  ---------------------  --------------  -------------  ----------------  ---------

Midland, Texas . . . . . .  Food and Beverage      January 1999    January 1999   September 2007      892,043
                            (one location)

Ontario, California. . . .  Food and Beverage      September 1998  September      July 2008         1,506,880
                            (two locations)                        1998

John F. Kennedy. . . . . .  Food and Beverage      October 1999    July 1999      May 2008 (2)      N.A.
International. . . . . . .  (one location)

Greensborough. . . . . . .  Food and Beverage      December 1997   November 1998  May 2008          2,297,463
(Piedmont Triad) . . . . .  (three locations)
North Carolina

Asheville, North . . . . .  Food and Beverage      November 1997   November 1998  November 2007       447,401
Carolina . . . . . . . . .  (one location); News
                            & Gift (one location)

Sioux Falls, South . . . .  Food and Beverage      August 1997     March 1999     August 2007         850,311
Dakota . . . . . . . . . .  (two locations);
                            Inflight Catering

Des Moines,. . . . . . . .  Food and Beverage      July 1997       November 1998  July 2007(3)      1,508,399
Iowa (3) . . . . . . . . .  (four locations)

Allentown, . . . . . . . .  Food and Beverage      July 1996       January 1998   July 2006         1,430,347
Pennsylvania . . . . . . .  (one location);
                            Inflight Catering

Columbia, South. . . . . .  Food and Beverage      October 1996    October 1997   October 2006(4)   1,188,799
Carolina(1). . . . . . . .  (two locations);
                            Inflight Catering

Cedar Rapids,. . . . . . .  Master Concession;     November 1996   October 1997   March 2004(5)     1,412,915
Iowa (1) . . . . . . . . .  Food and Beverage
                            (two locations); News
                            & Gifts (one
                            location); Specialty
                            Stores (one
                            location); Inflight
                            Catering

Lexington, . . . . . . . .  Food and Beverage      July 1996       February 1997  July 2006           767,321
Kentucky (1) . . . . . . .  (two locations);
                            Inflight Catering

Roanoke, . . . . . . . . .  Food and Beverage      June 1996       January 1997   June 2006           590,552
Virginia(1). . . . . . . .  (two locations);
                            Inflight Catering

                                        6
<PAGE>

[continued]

Appleton,. . . . . . . . .  Food and Beverage      January 1996    January 1996   July 2005           320,204
Wisconsin(1) . . . . . . .  (one location)

Madison, . . . . . . . . .  Food and Beverage      January 1996    July 1996      January 2006        873,404
Wisconsin (1). . . . . . .  (two locations)

Portland . . . . . . . . .  Food and Beverage      October 1995    October 1995   June 2005           838,501
International(1) . . . . .  (one location)

Los Angeles. . . . . . . .  Food and Beverage      June 1995       September      June 2005(6)      1,094,721
International(6) . . . . .  (one location)                         1995

Aspen, . . . . . . . . . .  Food and Beverage      May 1994        May 1994       September 1999      325,900
Colorado(1). . . . . . . .  (one location)

Denver . . . . . . . . . .  Food and Beverage      February 1995   Two            June 2003 and     1,009,799
International. . . . . . .  (three locations)                      completed      November 2006
                                                                   February
                                                                   1995; one
                                                                   completed
                                                                   December 1997

Orange County. . . . . . .  Food and Beverage      September 1990  December 2000  February 2001(5)  N.A
                            (one location)


Baton Rouge. . . . . . . .  Food and Beverage      July, 1999      December 2000  July 2010         1,100,000
                            (two Locations)

Shreveport,. . . . . . . .  Food and Beverage      May 1999        Completed      November 2009       800,000
Louisiana. . . . . . . . .  (two locations)

Charleston . . . . . . . .  Food and Beverage      July 2000       December 2000  December 2000     1,900,000
S.C. . . . . . . . . . . .  (three locations)
</TABLE>

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

(1)  The  Company is currently the sole food and beverage concessionaire at this
airport.

(2)  Delta  Airlines,  the owner of the airport terminal, has reserved the right
under  its  concession agreement with the Company to recapture the premises upon
30  days  notice  and  payment  for  the  Company's  improvements.

(3) The airport retains the right under the concession to recapture the premises
upon  payment  for  the  Company's  improvements.

(4)  After  the initial year of the term, the airport authority has the right to
terminate  the concession upon payment to the Company of its "remaining business
interest"  in  the  concession.

(5)  Can  be  terminated  by  the  airport  on  90  days  notice.

(6)  After  June  2001  can  be  terminated  by the airport upon 90 days notice.




                                        7
<PAGE>
FOOD  PREPARATION  CENTER

     The  Company  has  contracted its 4,635 square foot food preparation center
located  at  6335  Ferris  Square,  Suites  G-H,  San Diego, California which is
adjacent  to  its  corporate  headquarters to an outside firm to manufacture its
bakery  products.  The  center  is  currently  operating  at  approximately  35%
capacity.  Using  its  proprietary  recipes, the Company prepares several bakery
items  sold  at  the  Creative  Host  concessions, including regular croissants,
croissants filled with meat, cheeses and vegetables, pastries, muffins and other
bakery foods.  The bakery foods are prepared, frozen in dough form and regularly
shipped  to  concessions  and  franchisees  where they are baked and served on a
daily  basis.

     In  addition  to  supplying  the airport concessions, inflight catering and
franchise  restaurant  business,  the  Company  also sells finished bakery foods
produced  at  its  bakery/food  preparation center to restaurants and other food
outlets  in  the San Diego area.  While not presently a substantial component of
our  business,  these  outside customers include hotels, institutions and mobile
food  carriers.  Since  the  existing  bakery  does  not supply all outlets, the
Company  may  establish  and  operate additional food preparation centers in the
future  to the extent that it expands geographically and increases the number of
concessions.  There  is  no  assurance  that  the  Company's  sales  to  outside
customers  will  maintain  their  present  levels  or  grow  in  the  future.

     The  Company  has  entered  into  an  agreement  with  Sysco  Food Services
Corporation  ("Sysco").  All  of  the  purchasing  for the concession locations,
except  for  certain perishable items such as dairy and produce, is done through
Sysco  resulting  in  uniform  cost  of  goods  and  centralized costs controls.

FRANCHISE  OPERATIONS

     From 1986 through 1994, the Company was actively engaged in the business of
franchising  restaurants  under  the  "Creative  Croissant" name.  The Company's
restaurant  franchise  business  was  not  successful, and, in 1990, the Company
began  the  transition  to  company-owned  airport concessions that is the major
focus  of  its  current  business plan.  The Company continues to have franchise
relationships  with  9  restaurant  franchisees,  excluding  the  Orange  County
airport  concession  which  is  operated  by  a  franchisee.

     Creative  Croissant franchise restaurants are generally located in regional
malls,  specialty centers, high rise office buildings and other areas with heavy
pedestrian  traffic.  All  of  the  Company's franchise operated restaurants are
located  in  California,  in  the  following  cities:  San Diego, Laguna Niguel,
Mission  Viejo,  Orange,  Laguna  Hills,  Martinez,  Ventura, San Francisco, and
Walnut Creek.  Although all franchisees remain current in their purchase of food
products,  the  Company  neither  books  or  collects royalty revenues from  the
franchises.

     The  Company  expects its revenues from franchising (approximately 0.25% of
total  revenues  for  the twelve month period ended December 31, 1999) to remain
unchanged  or  decline  over  time  as the Company concentrates on expanding its
concession  business  and establishing more Company owned facilities at airports
and other public venues.  If the Company is able to establish a greater national
brand  name presence, through its airport and other concession business, then it
may  devote  some resources to the development of the franchising segment of its
business.  In  the  meantime,  it  may  continue  to  sell franchises in special
situations  when  a  franchise  would be more advantageous to the Company than a
Company  owned facility, when financing is not otherwise available, or generally
in  situations  that  do  not  involve  concession  contracts  with  an  airport
faciliity.

MARKETING  AND  SALES

     The  Company's marketing strategy involves two fundamental components:  (i)
securing  the  concession and (ii) increasing sales once the concession has been
granted.  The  Company  plans to continue to concentrate its marketing and sales
efforts  on  acquiring  high volume concessions at airports and evaluating other
public  venues  with  high,  captive pedestrian traffic such as sports stadiums,
public  libraries,  zoos  and theme parks throughout the United States.  For the
near  future,  the Company intends to focus on the approximately 123 airports in
the  United  States  with  over  400,000 enplanements per year. In those smaller
regional  airports,  the  Company, whenever possible, will seek to be the master
concessionaire  for  all  concession  operations  conducted  at  such  airports.

     The Company targets the airport concession business through its presence at
airport  authority association meetings and trade shows, its network of existing
relationships  in  the airport business community, and its submission of bids in
response  to  requests  for  proposals  ("RFPs")  by  airports.  By  continually
monitoring  the  availability  of  RFPs  at  airports throughout the nation, the
Company  seeks to be involved in every RFP that is economically feasible for it.
In bidding for concessions, the Company focuses on those airports with locations
indicating  that  the  concession will earn annual gross revenues of $500,000 to
$2,000,000.  Once  a  concession  has  been  targeted,  the  Company  develops a
customized bid tailored to address a theme or culture specific to the concession
location.  Management  is  currently  working  with  airport  managers to design
unique and exciting food court areas with a variety of food choices, comfortable
seating  and  self-serve  options  without  the  inconveniences  of  traditional
restaurants.  The  Company's  proposals  for  airports  include  children's play
areas,  reading  areas,  mini-libraries  and  computer  services.

     The  Company  has  developed  several marketing techniques for its Creative
Host  concession  locations to encourage sales and to provide additional sources
of  revenues.  To  compete  within  an airport, the Creative Host approach is to
combine  aroma  and  showmanship with high quality fresh and nutritious foods at
value  prices  to attract customers.  The Company's food and beverage facilities
have  traditionally  been  designed with a European flair for fresh, healthy and
nutritious gourmet and specialty foods, served quickly and at value prices.  The
desired  atmosphere  has  been  one of a European sidewalk cafe with carved wood
display  cases and the use of brass, wood, marble and glass.  Depending on their
size,  the  facilities  feature  European  style hot meal croissants filled with
meats,  cheeses  and  vegetables,  gourmet coffees, fresh salads, nondairy fresh
fruit  shakes  and  other  foods  and  beverages.  Low  fat,  low  cholesterol
ingredients  are  utilized whenever possible, consistent with maximizing flavor.
No  artificial  flavors  or preservatives are used in any of the baked goods.  A
large  bakery  oven  and  brass eagle domed espresso machine create an inviting,
aromatic atmosphere.  Several of the concession facilities have an espresso bar,
a variety of coffee selections or a juice bar.  While maintaining its philosophy
of  offering  healthy  foods,  value  pricing  and quick service, the Company is
diversifying  into  agreements with renowned food and beverage suppliers such as
Carls  Jr. and  and TCBY Yogurt.  The food and beverage concessions sell gourmet
coffee  beans  as gift packages, colorful sports bottles and thermal coffee mugs
featuring  the  "Creative  Croissants-Registered  Trademark-"  logo and key menu
items,  custom  gift  baskets  and  other  promotional  merchandise.

RECENT  ACQUISITION

     On  October  9, 2000, the Company completed the closing of the  acquisition
of  Gladco  Enterprises,  Inc.  ("Gladco"),  a  company  located  in Pittsburgh,
Pennsylvania  that  currently  manages  concessions  in  four  airports.

     The  Company  completed  the  acquisition  of Gladco in accordance with the
terms  of  a Purchase  Agreement (the "Purchase Agreement").  In accordance with
the  Purchase  Agreement,  the Company acquired 100% of the stock of Gladco, HLG
Acquisition  Corporation,  a Pennsylvania corporation and an affiliate of Gladco
and  HLG  Franchise Marketing Company, a Pennsylvania limited partnership and an
affiliate  of  Gladco,  for  an aggregate amount equal to $7,000,000 (subject to
adjustments  as  set forth in  the Purchase Agreement), payable as follows:  (i)
$300,000  in  cash  which had been prepaid as a deposit, (ii) the payment of all
outstanding  principal  and  accrued  interest  of, or assumption of obligations
under,  liabilities  as  set  forth  in the Purchase Agreement which were not in
excess  of $2,500,000; (iii) the issuance of of the Company's common stock equal
to  $500,000  divided  by  the average of the closing prices of Company's common
stock  on  the  Nasdaq  Small  Cap  exchange for each of the thirty trading days
ending two days prior to closing of the transaction (this resulted in an average
price  of  $7.18  and  69,638  shares issued); and approximately $3.7 million in
cash.

     The  Company  also agreed to permit the Sellers to elect, by written notice
to  the Company, to require the Company to repurchase the shares of common stock
i8ssued  when  they are freely tradeable and registered  at a price equal to the
per  share  issuance  price  times  the  number  of  shares  repurchased.

     The  Company also agreed to adjust the purchase price at any time up to one
year  from  closing  by  (i)  $280,000  upon  execution  of  a definitive lease,
sub-lease  or  other  operating agreement with respect to each of the two retail
sites and commercial operations at the Newark, New Jersey International Airport;
(ii) $295,000 upon execution of a definitive lease, sub-lease or other operating
agreement with respect to each of the two retail sites and commercial operations
at  the  Harrisburg,  Pennsylvania  International  Airport;  and  $120,000  upon
execution  of  a  definitive  lease, sub-lease or other operating agreement with
respect  to  each  of  the  two  retail  sites  and commercial operations at the
Rensselaer Railroad Station in Albany, New York.  The Company intends to utilize
a  portion  of  the proceeds from this offering for these potential adjustments.
See  "Use  of  Proceeds."

     The  Company  intends  to  continue  the historical businesses and proposed
businesses  of  Gladco.  Gladco  is  a  Pittsburgh-based hospitality and service
company  with  $10.5 million in annual revenues, that operates food and beverage
concessions  in four international airports, including Pittsburgh International;
Atlantic  City  International;  Albany  International,  in  New York; and M.B.S.
International  in  Freeland,  Michigan.  The  Company  operates  22  individual
concessions  within  those  airports.  Those  concessions,  combined  with  the
Company's  current concessions, give the combined companies locations in a total
of 25 airports nationally, and approximately 95 overall concessions within those
airports.

     The  Company obtained  the  funds  for  the  acquisition  of  Gladco by the
sale  of approximately  $2,500,000  in  7%  Convertible Debentures due September
26,  2003  (the  "Debentures")  to  GCA  Strategic Investment Fund Limited.  The
purchase  price  of  the  Debentures  was  95%  of  the  principal  amount,  or
$2,375,000.  The Debentures  are  convertible at the lower of 110% of the volume
weighted  average  sales  price  of  CHST  common  stock  on the day immediately
preceding closing or 85% of the five lowest volume weighted average sales prices
of  the  Company's common stock during  the  25  days  immediately preceding the
date  of  a  notice  of conversion.  The Company also issued 125,000 warrants to
purchase  the  Company's  common  stock  to  GCA Strategic Investment Fund at an
exercise  price  of  102%  of  the  closing  bid  price  on  the day immediately
preceding  the  Closing  Date.  The  Company  agreed  to  register the shares of
common  stock issuable upon conversion of the Debentures and the shares issuable
upon  exercise  of  the  warrants  on  Form  S-3 (the registration statement has
been  filed).  The  agreements  provide  certain  negative  covenants  requiring
compliance  with  terms by the Company and are adjustable upon  certain  events.

COMPETITION

     The  concession  industry  is  extremely competitive and there are numerous
competitors  with  greater  resources and more experience than the Company.  The
dominant competitors in the airport concession market are Host Marriott Services
Corporation  ("Host  Marriott")  and  CA One Services, Inc. ("CA One Services"),
which  have  been  serving  the  airport  concession  market  for decades.  Host
Marriott  and  CA One Services have established a marketing strategy of offering
comprehensive  concession services to airport authorities in which they submit a
bid  on  an  entire  airport or terminal complex, and often provide a well known
franchise  such  as  McDonalds  or  Burger  King as part of their package.  They
generally  operate  large airport master concessions with annual sales in excess
of  $2.2  million.

     The  Company  believes  that  with its recent  Gladco acquisition, it ranks
third  in  number of airports among the competitive companies.  Other formidable
competitors  in  the  concession business, especially food and beverage, include
Service  America  Corporation,  Anton  Food, Concession International, Air Host,
Inc.,  ARA  Services, Canteen Corporation, Morrison's Hospitality Group, Gardner
Merchant  Food  Services, Seiler Corporation, and Service Master Food Management
Services.  Other  competitors  such  as Paradies and W.H. Smith compete with the
Company  in  the airport retail concession services market.  Dobbs International
and  Sky  Chefs,  LSG  dominate  the  inflight  catering  business.

     The  Company  is  focusing  initially  on smaller airport concessions where
competition  from  large  competitors  is  less  intense.  However,  there are a
limited  number  of  concession  opportunities  domestically.  If  the  Company
achieves  greater penetration in regional airports, it will be required to enter
into  larger  domestic  airports,  or other venues to sustain its growth.  Entry
into  larger  domestic airports will necessarily involve direct competition with
Host  Marriott  and  CA  One  Services.

     The  Company strives to differentiate itself in all markets with the design
and  product  mix it offers to each particular airport.  The Company designs its
concession bids and facilities around unique themes or concepts that it develops
for  each  location.  In  this  manner,  the  Company seeks to appeal to airport
authorities  that  are  seeking individual bidders with interesting and creative
food  concepts,  both to boost the airport's income from percentage rents and to
enhance  the  look  and reputation of the airport and the cities it serves.  The
Company  also  offers a variety of food concepts with an emphasis on fresh foods
and  high  quality,  while  maintaining  a  value-oriented  prices.

GOVERNMENT  REGULATION

     The  airport  concession  business is subject to the review and approval of
government  or  quasi  government  agencies  with respect to awarding concession
contracts.  In  addition,  food and beverage concessions are subject to the same
rigorous  health, safety and labor regulations that apply to all restaurants and
food  manufacturing facilities.  Concession businesses are also subject to labor
and  safety  regulations  at  the  local,  state and federal level.  Concessions
granted  by airport authorities and other public agencies may also be subject to
the  special  rules  and regulations of that agency, including rules relating to
architecture,  design,  signage,  operating  hours,  staffing and other matters.
Failure  to  comply  with  any of these regulations could result in fines or the
loss  of  a  concession  agreement.

     The  Federal  Aviation  Administration requires airports receiving  federal
funds  to  award  contracts  for concession facilities producing at least 10% of
total  airport  concession  revenue to certain designated categories of entities
that  qualify  as  Disadvantaged  Business  Enterprises  ("DBE").  The  federal
requirements  do  not  specify  the  nature  or  manner  in  which  the DBE must
participate.  Historically,  companies in the industry have relied on hiring DBE
employees,  purchasing  provisions  from DBE suppliers, contracting for services
from  DBEs  or  subcontracting  a portion of the concession to a DBE in order to
meet  this  requirement.  When  the  Company  entered  the  airport  concession
business,  its  Common  Stock was owned entirely by Mr. Sayed Ali.  As a result,
the  Company  qualified  as a DBE.  The Company's status as a DBE assisted it in
securing  concession  awards  with  several  airports, and some of the Company's
concession  agreements  specify that it will retain its DBE status.  As a result
of  the  Company's  initial  public offering, Mr. Ali's ownership in the Company
decreased to approximately 30%.  It is unclear what impact this will have on the
Company's  status  as  a  DBE.  The  Company  has  succeeded in securing airport
concession  contracts  at  8  additional  locations  since  its  initial  public
offering, although the Company is not aware of the extent to which the Company's
DBE  status, or lack thereof, was a factor in the airport authorities' decisions
to  award  such  contracts  to the Company.   The federal rules do not specify a
required  percentage  ownership  for  DBE  status,  so  the Company will have to
address  the  issue  on  an airport by airport basis.  If necessary, the Company
will comply with a particular airport's request for additional DBE participation
through  the  industry  practice  of hiring or contracting with other DBEs.  The
Company  believes that it will retain its existing locations and can continue to
secure  new  concessions on the basis of the products and services it offers and
its  industry  reputation.  To the extent the Company's historic rate of success
in  securing  airport  concessions is attributable to its clear status as a DBE,
its  growth  rate  may  decline.



                                        8
<PAGE>
     The  restaurant  industry  and  food  manufacturing  businesses  are highly
regulated  by  federal, state and local governmental agencies.  Restaurants must
comply  with  health  and sanitation regulations, and are periodically inspected
for  compliance.  Labor  laws  apply  to  the  employment of restaurant workers,
including  such  matters  as  minimum  wage  requirements,  overtime and working
conditions.  The  Americans  With  Disabilities  Act  applies  to  the Company's
facilities prohibiting discrimination on the basis of disability with respect to
accommodations and employment.  Food preparation facilities must comply with the
regulations of the United States Department of Agriculture, as well as state and
local  health  standards.

     Franchising  is  regulated  by  the Federal Trade Commission and by certain
state  agencies,  including  the  California  Department  of  Corporations.  In
addition,  the  California  Franchising  Law  contains specific restrictions and
limitations  on  the  relationship  between  franchisors  and  franchisees.
Franchisors  such as the Company must file an annual Franchise Offering Circular
with  the  Federal  Trade  Commission  and  certain  states  (many states do not
regulate  the  offer  and  sale  of  franchises)  every  year.

EMPLOYEES

     The  Company has over 650 employees, including 12 in administration and 638
in  operations.  As  the Company expands and opens more concessions, the Company
anticipates  hiring  additional  personnel  including  administrative  personnel
commensurate  with  growth.  The  Company  does not have a collective bargaining
agreement  with  its  employees and is not aware of any material labor disputes.

SEASONALITY

     The  Company's  concession  operations  are expected to experience moderate
seasonality  during  the course of each year, corresponding with traditional air
travel  patterns  which  generally  increase  from the first quarter through the
fourth  quarter.

TRADEMARKS

     The  Company has one registered trademark with the United States Patent and
Trademark  Office  on  the  Principal  Register,  registered  as  "Creative
Croissants-Registered  Trademark-."  In  addition, the Company is in the process
of  filing trademark applications to register the names "Creative Host Services,
Inc."  and  "Haute  Dogma,"  and  as its business develops, the Company plans to
continue  to  develop  merchandising  of  trademark  products, such as clothing,
drinking  bottles,  mugs and other similar products, utilizing its service marks
and  trademarks  in order to generate additional revenues.  The Company's policy
is  to  pursue registrations of its marks wherever possible.  The Company is not
aware  of  any  infringing uses that could materially affect its business or any
prior  claim  to  the  trademarks that would prevent the Company from using such
trademarks  in  its  business.

PROPERTIES

     The  Company's executive offices and food preparation center are located in
a  8,334  square  foot  facility  at  6335 Ferris Square, Suites G-H, San Diego,
California.  The  combined  facility is covered by a five-year lease terminating
April  15,  2002  with  monthly  payments of $5,044 plus common area maintenance
charges.  The  Company  has  one  option  to  extend  the term for an additional
five-year  period.  The  Company  believes  its  facilities  will be adequate to
accommodate  production  of  two  to  three  times  its  current  levels.

     The  Company  also  leases  space  as  part  of  its  airports  concession
operations.  In addition, the Company occasionally leases restaurant space (such
as at the Greensborough, SC airport) which it assigns to operators in connection
with  franchise  operations.

                                        9
<PAGE>

                                 RISK  FACTORS

     The  securities offered hereby are speculative and involve a high degree of
risk.  Prospective  investors  should  carefully consider the possibility of the
loss of their entire investment in the Company's securities and, along with each
of  the  following factors, consider the information set forth elsewhere in this
Prospectus.

     NEED FOR ADDITIONAL CAPITAL.  We may not have sufficient cash flow from our
current operations to enable us to acquire and build additional locations at our
historic  growth  rate.  We  may  be required to raise additional capital in the
future  to  build  out  capital  improvements  for  any newly awarded concession
locations.  In July 2000, we obtained $1,500,750 from the sale of 207,000 shares
of  common stock at $7.25 per share to Generation Capital Associates pursuant to
Rule  506  of  Regulation  D  of  the  Securities  Act  of 1933, as amended.  In
September  2000  we  also  obtained $1,813,000 from the sale of $2,000,000 in 7%
convertible  debentures  sold  to GCA Strategic Investment Fund Limited which we
used for the acquisition of Gladco Enterprises, Inc.  The convertible debentures
sold  to  GCA Strategic Investment Fund are convertible at the lower of (i) 110%
of  the  volume  weighted  average  sales  price  of our common stock on the day
preceding  closing of the sale of those debentures or (ii) 85% of the average of
the  five lowest volume weighted average sales prices of our common stock during
the  twenty-five  trading  days  immediately  preceding  the  date  of notice of
conversion.  Failure  to  secure adequate capital to bid, win, retain or service
concession  contracts will hinder our growth.  In addition, we presently utilize
equipment leasing to finance some of our operations.  Additional equipment lease
financing  with  rates  acceptable  to us may not be available, in which case we
will  be  required  to  raise  additional capital or cease our expansion program
until  such  financing  or  capital  is  made  available,  if  ever.

     DEPENDENCE  ON  AIRPORT CONCESSION BUSINESS.  We are currently dependent on
the  airport  concession  business  for  substantially  all of our revenues.  We
expect  such  dependence to continue for the foreseeable future.  The concession
business  is  highly competitive and subject to the uncertainties of the bidding
and  proposal  process.  Sophisticated bid packages and persuasive presentations
are  required  in  order  to  have an opportunity to win concession contracts at
airports  and  other  public  venues.  While  there  are  thousands  of  airport
concessions  nationwide,  the  majority  of those concessions are located in the
largest  125  airports.  Concession  business  operators,  such  as  CHST,  must
maintain  their  reputations  with  the  various  airport  authorities and other
government,  quasi government and public agencies in order to remain eligible to
win  contracts.  The  terms  and  conditions  of  concession  contracts  must be
carefully analyzed to ensure that they can be profitable for us.  Certain of our
locations  have  incurred  and  may  in  the  future incur net operating losses.
Because  our  concession  agreements  contain  minimum  rent  guarantees, we are
constrained  in  our ability to terminate under-performing locations.  Our menus
are  generally  set  at  street  prices plus 10%, although we generally have the
ability to vary that formula where appropriate.  In addition, the failure of any
single  concession  could  have a material adverse impact on our reputation with
airport  authorities  generally,  and  hinder  our  ability  to  renew  existing
concessions  or secure new ones.  There is no assurance that we will continue to
be  awarded  concession contracts by airports or by any other public venue, that
the  concession contracts will be profitable, or that we will not lose contracts
that  we  have  been  awarded.

     CONCESSIONS  SUBJECT  TO SET ASIDES AND SPECIAL REQUIREMENTS.  Rules issued
by  the  Federal  Aviation  Administration  ("FAA") require a portion of airport
concession  contracts  to  be  awarded to certain classes of entities or persons
designated  as  disadvantaged  business  enterprises ("DBEs").  The rules do not
specify  the  method  in which the DBEs must participate, whether through owning
the  concession,  employment or providing services.  Competitors in the industry
have  relied  on  combinations  of  using  DBE employees or vendors to meet this
requirement.  Prior  to  CHST's  initial public offering in July 1997, Mr. Sayed
Ali,  a  native  of  Pakistan,  owned all of the Company's Common Stock, thereby
satisfying FAA rules.  As a result of the change in ownership resulting from the
initial public offering and from subsequent private placements, CHST's status as
a  DBE is less clear.  Certain existing concession contracts designate CHST as a
DBE  and  may  have  to be reaffirmed.  We believe that in general there are two
types  of contracts relating to DBE's: contracts which require the Company to be
a DBE and contracts which require that a portion of the services be completed by
a  DBE.  In  the  event  we  are  determined not to be a DBE, we can satisfy the
contracts  requiring  DBE  participation through third parties.  We believe that
even  if  Mr.  Ali's current equity ownership of CHST is no longer sufficient to
qualify as a DBE, we would be able to maintain all of our contracts and continue
to  satisfy  DBE  rules  by hiring or contracting with minority parties or other
entities  qualifying  as DBEs, if required.  However, we have not discussed with
any  airport  authority the possible impact of our change in status, nor have we
attempted to reaffirm any existing contract.  Our status as a DBE assisted us in
securing  concessions  with  several  airports.  We  believe  we can continue to
secure  new  concessions  on the basis of the products and services we offer and
our  industry  reputation.  We  have secured concessions to operate more than 25
additional  locations  after  our  initial  public  offering  and  the resultant
dilution  of  ownership, although we are not aware of the extent to which CHST's
DBE  status, or lack thereof, was a factor in the airport authorities' decisions
to  award such contracts to us.  To the extent that our historic rate of success
in  securing  new  airport  concessions was attributable to our status as a DBE,
that  growth  rate  may  decline  if  we  are  not recognized as a DBE or if DBE
programs  are  eliminated  or  curtailed.

     POSSIBLE  EARLY TERMINATION OF CONCESSIONS.  Certain airport authorities or
airlines  that  operate  concession  locations  provide  in  their  concession
agreements  for  the  right  to reacquire the concession from the concessionaire
upon reimbursement of equipment and build out costs and, sometimes, a percentage
of  anticipated  profits  during the balance of the concession term.  Certain of
the  Company's  significant  concession  contracts,  including  Los  Angeles
International,  Des  Moines, Iowa, Columbia, South Carolina, Cedar Rapids, Iowa,
and others, provide for such early termination.  To date, we have not had any of
our  concessions  terminated,  and  we have not received notice that any airport
authority  is contemplating the early termination of any of our concessions.  No
assurances  can  be  provided,  however, that these airport authorities will not
exercise  their  contractual  right  to  early  termination  of  the  concession
contracts  in  the  future.

                                       10
<PAGE>

     POSSIBLE  DELAY IN COMMENCEMENT OF CONCESSION OPERATIONS.  The commencement
of  our concession operations at any airport location are subject to a number of
factors  which  are  outside  our  control,  including  construction  delays and
decisions by airport authorities to delay the opening of concessions.  CHST has,
in the past, experienced delays in commencing operations because of decisions by
airport  authorities.

     CHST'S  RISKS  UNDER PRIOR NOTE.  CHST was obligated to pay the outstanding
original  principal amount of $3,000,000 of 12% Secured Convertible Notes issued
on  December  21,  1998  (collectively,  the  "Notes").  The  Notes were payable
interest  only  on  a  monthly  basis, with all principal and accrued but unpaid
interest  due  in  full  on  December  21,  2003.  The  Notes  also  contained
requirements  for maintenance of coverage and cash flow ratios, as well as other
restrictions.  During  1999  CHST  was  in technical default on certain of those
covenants,  triggering the accrual of default interest equal to an additional 3%
per  annum,  raising the overall interest rate on the Note during that period to
15%  per  annum. Restrictions in the Note also contributed to preventing us from
submitting  bid  proposals  for  three airport locations that we otherwise would
have  sought  in 1999.  The entire outstanding balance of the Note was converted
into  shares  of the Company's Common Stock in accordance with its terms in late
1999  and  early  2000, and all shares issued to the Noteholders were registered
with  the  Securities  and Exchange Commission on March 13, 2000, as required by
the  terms  of  the  Notes.  We  tendered  the  default interest payments to the
Noteholders,  one  of  which  accepted  the  payment  with respect to $1,495,000
original  principal  amount of Note.  The other Noteholder which previously held
$1,505,000  original  principal amount of Note has received the default interest
payment  of  approximately  $39,000,  but  is  claiming  that we agreed to issue
approximately 106,000 warrants to the Noteholder in lieu of the cash payment for
default  interest.  The  Noteholder  has  filed  a  complaint  claiming that the
warrants  would  entitle it to purchase our common stock at prices prevailing in
October  or  November  of 1999 (approximately $3.00 to $6.25 per share, which we
dispute).  We vigorously deny the Noteholder's claims and do not believe that we
agreed  to  issue  any  warrants  to  the Noteholder.  Nevertheless, there is no
assurance  regarding the outcome of the litigation which could force us to incur
significant  costs.

     RISKS  OF  DECLINE  IN  STOCK  PRICE.  Our  stock  price  has recently been
volatile.  There  is  no  assurance  that  the  price of our stock on the NASDAQ
market  will  not  decline  because  of the availability of the Common Stock for
potential  sale,  and  for  other  reasons. CHST may register more shares of its
stock  in  the  future, potentially increasing the supply of free trading shares
and  possibly  exerting  downward  pressure  on  our  stock  price.

     RISK OF DILUTION THROUGH ADDITIONAL ISSUANCES OF SHARES.  We may issue more
shares  of our common or preferred stock in the future in order to raise capital
and  make  acquisitions  of  other  businesses.  Outstanding  warrants and stock
options may be exercised, causing more dilution in the outstanding shares of our
capital  stock.  We  are  generally  permitted to issue additional shares of our
capital  stock  with  the  approval  of  our  Board of Directors and without the
consent  of  CHST's  shareholders.

     DEPENDENCE  ON KEY PERSONNEL AND NEED TO ATTRACT QUALIFIED MANAGEMENT.  Our
success  will  depend  largely upon CHST's management.  While management has had
previous  experience  in  concession  and restaurant operations, there can be no
assurance  that  our  operations will be successful.  Sayed Ali, Chairman of the
Board,  President  and  Chief  Executive  Officer  of  CHST,  entered into a new
five-year  employment agreement with CHST which commenced as of January 1, 2000.
The  new  employment  agreement  provides  for  an  annual salary for Mr. Ali of
$140,000  in  2000,  $155,000  in  2001,  $171,000 in 2002, $189,000 in 2003 and
$208,000 in 2004.  Mr. Ali is also entitled to begranted 60,000 additional stock
options, vesting 20,000 upon grant, 20,000 in January 2001 and 20,000 in January
2002.  The  exercise price will be 110% of the fair market value of the stock on
the date of grant, and the exercise period will be three years from the date the
warrants  become exercisable.  Mr. Ali's employment agreement provides that upon
a  termination  of  employment,  Mr. Ali will be entitled to a severance payment
equal  to his annual base compensation and immediate vesting of options.  In the
event  of  a loss of the services of Mr. Ali, CHST could be materially adversely
affected  because  there  is  no  assurance  that  CHST  could  obtain successor
management  of equivalent talent and experience.  CHST has obtained a $1,000,000
key  man  policy on Mr. Ali which CHST owns.  Given our stage of development, we
are  dependent  upon  our  ability to identify, hire, train, retain and motivate
highly  qualified  personnel,  especially  management  personnel  which  will be
required to supervise our expansion into various geographic areas.  There can be
no  assurance  that  we  will be able to attract qualified personnel or that our
current  employees  will  continue  to  work  for  us.  The  failure to attract,
assimilate  and  train key personnel could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.

     RISKS  OF  LITIGATION.  We  are  and  may  in  the future become subject to
litigation  that  could  have a material adverse impact on our operating results
and  financial  condition.  Besides  the  threat  of  litigation from one of our
former  lenders  regarding warrants (see "Risk Factors--CHST's Risks Under Prior
Note"),  CHST and Sayed Ali have been named as defendants in lawsuits for breach
of  contract and related claims by Amplicon Financial Company, a prior lessor of
equipment  to CHST.  Amplicon is claiming that additional payments are due to it
under  an  equipment lease, while we believe that we terminated the lease.  CHST
and  Mr. Ali, who purportedly executed a personal guarantee of the lease, intend
to  vigorously  defend against Amplicon's claims.  We have also been served with
litigation  relating  to  a claim for additional warrants to purchase our Common
Stock  from  an  investor  relations firm alleging that in early 1998 we entered
into  a  consulting agreement with it.  We do not believe that the firm provided
any  services for us and we intend to defend the claim.  While we do not believe
the  potential  for  success  of  this claim is material, we have provided up to
$106,000  in  reserves  against  our  pending litigation.  There is no assurance
regarding  the  outcome  of  these  threatened  and  pending  lawsuits.

                                       11
<PAGE>

     HIGHLY  COMPETITIVE  INDUSTRY  DOMINATED BY LARGER COMPETITORS.  We compete
with  certain  national and several regional companies to obtain the rights from
airport and other authorities to operate food, beverage, news, gift, merchandise
and inflight catering concessions.  The airport concession market is principally
serviced  by  several  companies  which  are  significantly  larger  than  CHST,
including,  but  not  limited to, Host Marriott Services, Inc., CA One Services,
Concessions  International,  and  Ogden  Food  Services.  Each  of  these  well
established  competitors  possesses  substantially greater financial, marketing,
administrative  and  other  resources  than  CHST.  Many of our competitors have
achieved  significant  brand  name  and  product  recognition.  They  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.  There  can  be  no  assurance  that  we  will  be  able  to  compete
successfully  in  our  chosen  markets.

     DEPENDENCE  UPON  CONTINUING  APPROVALS  FROM  GOVERNMENT  REGULATORY
AUTHORITIES.  The  food  and  beverage  service  industry  is subject to various
federal,  state  and  local  government  regulations, including those related to
health,  safety,  wages  and working conditions.  While CHST has not experienced
difficulties in obtaining necessary government approvals to date, the failure to
obtain and retain food licenses or any other governmental approvals could have a
material  adverse  effect  on  the  Company's  operating results.  Moreover, our
failure  to meet government regulations could result in the temporary closure of
one  or  more  of our concession facilities, restaurants or the food preparation
center,  any  of  which  would  have  a material adverse impact on our financial
condition  and  result of operations.  In addition, operating costs are affected
by increases in the minimum hourly wage, unemployment tax rates, sales taxes and
similar  matters  over which we have no control.  We are also subject to federal
and  state  laws,  rules  and  regulations  that  govern  the  offer and sale of
franchises.

     NO ASSURANCE OF ENFORCEABILITY OF TRADEMARKS.  We utilize trademarks in our
business  and  have  registered  our Creative Croissants(R) trademark.  While we
intend  to  file  federal  trademark  registrations  for  certain  of  our other
trademarks,  we have not yet done so.  There can be no assurance that we will be
granted  registration  for such trademarks or that our trademarks do not or will
not  violate  the  proprietary  rights  of  others, that our trademarks would be
upheld if challenged or that we will not be prevented from using our trademarks,
any of which could have a material adverse effect on us.  Should we believe that
our  trademarks  are  being  infringed  upon  by  competitors,  there  can be no
assurance  that  we  will  have  the financial resources necessary to enforce or
defend  our  trademarks  and  service  marks.

     SEASONALITY.  Because  our  airport  concession  business  is  dependent on
pedestrian  traffic  at  domestic  airports,  we  experience  some  seasonality
consistent with enplanements and general air traffic patterns.  Accordingly, our
revenues  and income are generally expected to be lowest in the first quarter of
the  year  and  become  progressively stronger through the fourth quarter, which
includes  the  holiday  travel  periods.

     CONTROL  BY  PRINCIPAL  SHAREHOLDER.  The  principal  shareholder  of  the
Company, Mr. Sayed Ali, beneficially owns approximately 16.5% of the outstanding
shares of capital stock of CHST.  Accordingly, Mr. Ali has significant influence
over  the  outcome  of  all  matters submitted to the shareholders for approval,
including  the  election  of  directors  of  the  Company.

     DIVIDENDS.  The  Company does not intend to declare or pay any dividends on
its outstanding shares of Common Stock in the foreseeable future.  See "Terms of
the  Offering"  and  "Description  of  Securities."

IN  ADDITION  TO THE FOREGOING RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS THAT
ARE NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT.  POTENTIAL INVESTORS SHOULD
KEEP  IN  MIND  THAT  OTHER  IMPORTANT  RISKS  COULD  ARISE.




                              USE  OF  PROCEEDS

CHST  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.


                                       12
<PAGE>
                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholder,  who acquired
the  Shares  for legal services  provided to CHST.  The Selling  Shareholder may
resell all, a portion or none of such Shares from time to  time.

The  table below sets forth with respect to the Selling Shareholder,  based upon
information  available  to  the  Company as of February 28, 2001,  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.

<TABLE>
<CAPTION>



<S>                <C>            <C>            <C>           <C>

                   NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler    24,000         20,000              4,000       *

</TABLE>
*less than 1%

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

                                       13
<PAGE>
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay  all expenses in connection with this offering and  will
not receive any proceeds from sales of any Shares by the Selling Shareholders.


                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by the Cutler Law Group, Newport Beach, California.  M. Richard Cutler,
the sole shareholder  of Cutler  Law  Group,  PC, holds  24,000  shares  of  the
Company's Common Stock.


                                     EXPERTS

          The  financial  statements  and  the  related  supplemental  schedules
incorporated  in  this  Prospectus  by  reference  from  CHST's Annual Report on
Form  10-KSB/A  for  the  year  ended  December  31,  1999  have been audited by
Stonefield  Josephson,  independent  certified  public accountants, as set forth
in  their  report  appearing  with  the  financial  statements, and have been so
included  in  reliance  upon  the report of such firm given upon their authority
as experts in accounting and auditing.


                                       14
<PAGE>

                                    PART  II

     INFORMATION  NOT REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

          1.   The Company's Annual Report on Form 10-KSB/A for the year ended
               December 31, 1999.

          2.   The Company's Quarterly Report on Form 10-QSB for the quarterly
               period ended March 31, 2000.

          3.   The Company's Quarterly Report on Form 10-QSB for the quarterly
               period ended June 30, 2000.

          4.   The Company's Quarterly Report on Form 10-QSB for the quarterly
               period ended September 30, 2000.

          5.   The Company's Report on Form 8-K/A filed on February 28, 2001.

          6.   The Company's Definitive Proxy Statement dated January 17, 2001

          7.   All  other  reports  and  documents  subsequently  filed  by  the
               Registrant after the date of this Registration Statement pursuant
               to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
               Act of 1934 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 then remaining unsold, shall
               be deemed to be incorporated by reference and to be a part hereof
               from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.

     M.  Richard  Cutler, the sole shareholder of Cutler  Law Group, PC, holds
24,000 shares of the Company's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.


<PAGE>

     The Corporation Laws of  the  State  of California and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for  legal services rendered.  These  sales were
made  in  reliance  of  the exemption from the registration requirements of  the
Securities  Act  of 1933, as amended, contained in Section 4(2) thereof covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

ITEM  8.     EXHIBITS

     Exhibit  No.          Description
     -----------           -----------

3.1        Amended and Restated Articles of Incorporation*
3.2        Bylaws*
5          Opinion of Cutler Law Group with respect to legality of the
           securities  of  the  Registrant  being  registered
23.1       Consent of Stonefield Josephson, independent accountants
23.1       Consent of Cutler Law Group (contained in opinion to be filed
           as  Exhibit  5)
_______________________
*Previously filed.

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 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.

(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>
(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

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

<PAGE>
                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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 San  Diego,  State  of California,  on  April 10,
2001.


                                         CREATIVE HOST SERVICES, INC.

                                         By:   /s/  SAYED ALI


                                            -----------------------------------
                                             Sayed Ali, President


          Signature                        Title                    Date

/s/ SAYED ALI                    President, Chief Financial December 7, 2000
- ------------------------------   Officer and Director
Sayed Ali

/s/  BOOKER T. GRAVES            Director                   December 7, 2000
- ------------------------------
Booker T. Graves

/s/  JOHN P. DONOHUE, JR.        Director                   December 7, 2000
- ------------------------------
John P. Donohue, Jr.

/s/  CHARLES B. RADLOFF          Director                   December 7, 2000
- ------------------------------
Charles B. Radloff
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 85329}]
{"company-data": {"conformed-name": "CREATIVE HOST SERVICES INC", "cik": "0000933098", "assigned-sic": "5812", "irs-number": "330169494", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58768", "film-number": "1601170"}, "business-address": {"street1": "6335 FERRIS SQUARE", "street2": "STES G-H", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195877300"}, "mail-address": {"street1": "6335 FERRIS SQUARE", "street2": "STES G-H", "city": "SAN DIEGO", "state": "CA", "zip": "92126"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2001

                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                      CREATIVE HOST SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                   California
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   33-1069494
                                (I.R.S. Employer
                               Identification No.)

                         6335 Ferris Square, Suites G-H
                           San Diego, California 92126
                                 (619) 587-7300
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Legal Services Agreement
                            (Full Title of the Plans)
                              ____________________

                              Sayed Ali, President
                          Creative Host Services, Inc.
                          6335 Ferris Square, Suite G-H
                           San Diego, California 92126
                                 (619) 587-7300
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977
CALCULATION OF REGISTRATION FEE
Title of Securities      Amount to be         Proposed Maximum            Proposed Maximum           Amount of
to be Registered          Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  -------------  ----------------------------  -------------------------  -----------------
Common Stock                20,000                $2.125                     $ 42,500                $10.63
-----------------------  -------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE                                                                                $10.63
(1) Estimated solely for the purpose of computing the amount of the registration
    fee  pursuant  to  Rule 457(c).  Based on the average closing price of the
    Company's for the twenty days ending February 28, 2001.
EXPLANATORY NOTE

Creative  Host Services, Inc. ("CHST")  has prepared this Registration Statement
in  accordance  with  the  requirements  of Form S-8 under the Securities Act of
1933,  as  amended  (the "1933 Act"), to register certain shares of common stock
issued  to  one  selling shareholder.  Under cover of this Form S-8 is a Reoffer
Prospectus  RTEK  prepared  in accordance with Part I of Form S-3 under the 1933
Act.   The  Reoffer Prospectus may be utilized for reofferings and resales of up
to 20,000 shares of common stock acquired by the selling shareholder.
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

CHST  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  CHST does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.
REOFFER PROSPECTUS

                           CREATIVE HOST SERVICES, INC.

                          20,000 SHARES OF COMMON STOCK

The  shares  of  common  stock,  $0.0001  par  value per share, of Creative Host
Services,  Inc.  ("CHST"  or  the  "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individual  listed  under  the  Selling
Shareholders section of this document (the "Selling Shareholder").   The Selling
Shareholder acquired the  Shares  pursuant  to  a  legal services agreement  for
legal services that the Selling Shareholder  provided  to  CHST.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions.  CHST will not
receive  proceeds  from  any  of  the  sale  the Shares.  CHST is paying for the
expenses  incurred in registering the Shares except that the Selling Shareholder
has  agreed  to  complete  the legal work required for this Registration without
additional charge to CHST.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholder  to the public
without  restriction.  To the knowledge of the Company, the Selling  Shareholder
has  no  arrangement  with  any  brokerage firm for the sale of the Shares.  The
Selling  Shareholder  may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

CHST's  common  stock  is  currently traded on the NASDAQ small cap market under
the  symbol "CHST."

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  10.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                 April 12, 2000

                                        1
TABLE OF CONTENTS

Where  You  Can  Find  More  Information          2
Incorporated  Documents                           2
The  Company                                      4
Risk  Factors                                    10
Use  of  Proceeds                                12
Selling  Shareholders                            13
Plan  of  Distribution                           13
Legal  Matters                                   14
Experts                                          14
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

CHST is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows CHST to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

                                        2
CHST's  Report  on  Form  8-K  dated  October  25,  2000 and Form 8-K/A filed on
February 28, 2001  are  incorporated herein by reference.  CHST's Form 10-KSB as
filed  with  the  Commission on April 13, 2000, CHST's Form 10-KSB/A as filed on
June 6, 2000, CHST's Form 10-QSB as filed on May 15, 2000, CHST's Form 10-QSB as
filed  on  August  8, 2000, CHST's Form 10-QSB as filed on November 20, 2000 and
CHST's  Definitive  Proxy  Statement  filed on January 17, 2001 are incorporated
herein by reference.   In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the termination of this offering, are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief Executive Officer at CHST's executive offices, located at 6335 Ferris
Square,  Suite G-H,  San  Diego,  CA  92126.   CHST's  telephone number is (858)
587-7300.

                                        3
THE  COMPANY

THE  CONCESSION  BUSINESS

     The Company is primarily engaged in the business of acquiring and operating
food,  beverage  and other concessions at airports throughout the United States.
The  Company currently has 70 operating concession facilities at 23 airports, 38
of which are Company owned and one of which is franchised, including concessions
at  Los  Angeles  International  Airport, Denver International Airport, Portland
International  Airport,  and  the airports in Aspen, Colorado; Orange County and
Ontario,  California;  Madison  and  Appleton,  Wisconsin;  Lexington, Kentucky;
Asheville  and  Greensboro  (Piedmont  Triad),  North  Carolina;  Allentown,
Pennsylvania;  Roanoke,  Virginia;  Columbia, South Carolina; Sioux Falls, South
Dakota;  Cedar  Rapids  and  Des  Moines,  Iowa, Midland, Texas, and Shreveport,
Louisiana.  In  addition,  the  Company  has  been  awarded  contracts  for  the
construction  of  two  additional  concession facilities; two locations at Baton
Rouge  Metropolitan  Airport,  in  Baton  Rouge, Louisiana; and two locations at
Shreveport  Regional  Airport, in Shreveport, Louisiana.  The Company expects to
commence operations at these facilities in December 2000.  The airport contracts
include  concessions that range from a concession to operate single and multiple
food  and  beverage  outlets  to  a  master  concession  to operate all food and
beverage,  as  well  as  news and gift and merchandise, locations at an airport.
The  Company's  airport concession business is complemented by inflight catering
contracts  awarded  to  it  by United Airlines, US Air and Delta at the airports
located  in  Allentown,  Pennsylvania,  Cedar  Rapids,  Iowa and Columbia, South
Carolina.  The Company currently utilizes its existing facilities at airports to
provide  fresh  meals  to  airlines.  The  Company  is  currently  seeking  and
evaluating  additional concession opportunities at several other airports in the
United  States.

     Concessions  to  operate  food  and beverage and other retail operations at
domestic  airports  are  generally granted by an airport authority pursuant to a
request  for  proposal  process.  Proposals generally contain schematic drawings
for  the  concession  layout,  a  commitment to make capital improvements at the
concession location, and sample menus.  Rent is paid to the airport authority on
the  basis of a percentage of sales, with a minimum amount of rent guaranteed by
the  concessionaire.  For  airport  locations  with a history of operations, the
Company evaluates information concerning historical revenues for the location to
determine the amount to bid for both percentage and minimum rent.  For locations
which are newly constructed, the Company evaluates projections for the number of
passengers  expected  to  use  the airport and amounts to be spent per person at
airport  concessions  to  form  a revenues projection.  Given the requirement to
make  capital  improvements,  the  Company  makes  large  capital outlays at the
beginning  of  a concession term, which it seeks to recover during the remaining
term.  Concessions  are  usually  awarded  for  a  ten  year  term.  Generally
concessions are resubmitted for proposals at the end of the term and the Company
must  resubmit  a  bid  to  secure  an  additional  ten  year  term.

     The  Company  has  secured  nearly  all of its existing airport concessions
through  the  request for proposal process.  The Company believes its success in
securing  concessions through this process is attributable to tailoring its bids
to  each  specific  airport's needs, offering a unique selection of quality food
and  beverages,  and  a  distinctive  decor.  In  its proprietary menu items the
Company  strives  to  provide  foods  which  are healthy and higher quality than
typical  fast food or cafeteria style products, while maintaining value pricing.
The  Company's  Bakery/Deli  style  restaurants feature a selection of croissant
sandwiches  and  a selection of vegetable, fruit and pasta salads.  At locations
which  are  anticipated  to  have  higher revenues, the Company's strategy is to
secure  franchise  relationships  with  nationally  recognized food and beverage
companies  as  part  of  its proposals.  The Company has entered into agreements
with several such companies, including Carl's Jr., Pizza and Mrs. Fields.  Under
these  arrangements,  the  Company  owns  the concession rights from the airport
authority  and  the  Company's employees operate the location.  The Company then
pays  franchise  fees under a franchise agreement.  The Company's strategy is to
continue  to  develop  relationships with a number of national and regional food
and  beverage  companies,  which  it  expects  will provide the Company with the
flexibility  to tailor product offerings to meet a particular airport's desires.

                                        4
While  the  Company  has seriously pursued the submission of proposals only
since  1995,  it has been successful in a significant number of the proposals it
has  submitted.  Management attributes this success in winning airport proposals
principally  to  its  efforts  to  customize each bid, striving to make creative
proposals  that  address  local preferences and distinguish the Company from its
competitors  in  its  offering of decor as well as food products.  The following
are  examples  of  the  Company's  approaches  to  the  concession  business:

     MASTER  CONCESSION:  The  Company  will generally seek to become the master
concessionaire for all airport services, including food and beverage, lounge and
bar,  specialty  retail,  news and gifts, and other services at airports with at
least 400,000 enplanements per year.  The Company currently serves as the master
concessionaire  at  the  Cedar  Rapids,  Iowa airport and at the Ashville, North
Carolina  airport

     CAFE  AND  SPIRITS:  If  the  opportunity  for  a  master concession is not
available,  then  the  Company submits bids utilizing specific food and beverage
concepts,  or  other service concepts depending on the nature of the concession.
One  such  concept  is  "Cafe  and  Spirits"  which features various branded and
nonbranded  food  and  beverages, such as Creative Croissants, along with a bar,
lounge  and  mini  library.  The  Company  currently  operates  Caf  and Spirits
formats  at  approximately  20  Creative Croissants locations that serve liquor.

     CREATIVE  CROISSANTS-Registered  Trademark-  BAKERY  DELI:  The Company can
implement  its bakery/deli concept, Creative Croissants, either as a stand alone
concession  or  as  part  of  a  food  court, depending on the preference of the
airport  authority and the available concession category.  The Company currently
operates  Creative  Croissants  at every airport it currently services, with the
exception  of  the  airport  at  Ontario,  California.

     ATTAINING  FRANCHISE  RIGHTS:  For  larger  concessions,  where the airport
desires  branded  food products, the Company attempts to secure franchise rights
from  nationally  or  regionally  recognized  food  and beverage companies.  The
Company  has  entered into Franchise Agreements with Carl's Jr./Green Burrito to
operate  franchises  at  its two Ontario, California concession facilities which
opened  in  October  1998.  The  Company  may in the future purchase and operate
franchises  from  other major food or beverage franchisors to include in its bid
proposals.

     ACQUISITION  OF  OTHER  CONCESSIONAIRES:  The  Company  has  also sought to
expand  its  physical  presence  at  airports  by  acquiring  numerous  existing
concessionaires  with  one  or  more  airport locations.  Generally, the airport
authority overseeing the operations at the airport will have the right under the
existing  concession  agreement to approve the change in control.  The strengths
the  Company demonstrates in the request for proposal process are used to secure
the  consent  of  an  airport authority to a transfer of concession rights in an
acquisition  of  an existing location.  The Company has typically negotiated for
an  extension  of  the  concession  term  in  exchange  for  additional  capital
improvements  or  additional  facilities  or  menu  items  to  be offered at the
concession  location  as part of securing the airport authority's consent to the
transfer.

     The  Company's  strategy  is  to  expand  its  concession  business to more
airports  in  the  United  States,  and  eventually to other public venues.  The
Company also intends to seek to expand the types of concession services which it
provides,  and  to be awarded more multiple and master concession contracts such
as  the  one  it has been awarded for the Cedar Rapids, Iowa airport.  While the
Company has historically focused on the food and beverage segment, it intends to
seek  concession awards to provide news stands, gift shops, specialty stores and
other  services  to augment the Company's food and beverage business at airports
and  other  venues.  The  Company  has previously operated news and gift venues.

     Prior  to  the  Company's initial public offering in July 1997, the Company
qualified  as  a  Disadvantaged  Business  Enterprise ("DBE") based on Mr. Ali's
ownership  of  all  of  the  Company's  common  stock.  The Company's historical
success  in  securing concession locations may have been partially attributed to
its  DBE  status.  The  impact  of  the initial public offering on the Company's
status  as  a DBE and the impact of any such potential loss of DBE status on its
ability  to  secure new concession locations is unclear.  To the extent that the
Company's  historic  rate  of  success  in  securing new airport concessions was
attributable to its status as a DBE, that growth rate may decline if the Company
is  not  recognized  as  a  DBE  or if DBE programs are eliminated or curtailed.

     In  analyzing  a  concession  opportunity,  particularly  in  the  airport
industry,  the  Company  evaluates  the following factors, among others: (1) the
estimated rate of return on the investment in the facilities, (2) the historical
performance  of  the location, (3) the historical and estimated future number of
annual  enplanements  at the airport, (4) the competition in the vicinity of the
proposed  facility,  (5)  the  rent  and common area maintenance charges for the
proposed  facilities  and  (6)  the  length  of the proposed concession term. In
customizing  the  design  proposal  and  theme for a concession opportunity, the
Company  analyzes the character of the community and the expected preferences of
the  patrons  (for  example,  whether  they  are  primarily tourists or business
persons)  to  determine the most attractive facility.  The scope of the contract
and  the  size  and  shape  of  the  site  are  other elements considered in the
analysis.

     As  part  of  any proposal or acquisition, the Company receives information
concerning  any  historical  operations  conducted  at  the  specific  location.
Generally,  an  airport  authority  will  provide  three  years  of  historical
information  for  a  location  with its request for proposal.   Similarly, in an
acquisition  transaction, the Company will review a target operator's historical
performance as part of its due diligence review. In either scenario, the Company
then  evaluates  the  estimated  impact  on revenues and gross margins that will
result  from  any  remodeling, capital improvements and menu changes.  Where the
concession  location  is  to  be  newly  constructed,  such  as  at the Ontario,
California, airport, the Company reviews estimates of passenger enplanements for
the  new  terminals  and  amounts  typically spent per passenger at concessions.

     Once  the  Company has been awarded a concession contract at an airport, it
is  generally  scheduled  to  assume  the  management of the existing facilities
within  90  to  120  days  after  the  award,  or to commence construction of an
entirely  new  facility within three to six months after the award.  The Company
is  generally  required  to place three types of bonds with an airport authority
before it may take over operations at a concession.  In connection with its bid,
it  is  required  to  post  a  bond for the amount of capital improvements it is
committed  to  make at the airport.  During commencement of construction for any
specific  construction  project,  the Company is required to post a construction
bond  for  the specific facilities to be constructed.  This bond terminates upon
completion  of  each  specific  project  and  the  bond  for  all of the capital
improvements  expires  upon  completion  of  all  capital  improvements  for the
airport.  In  addition,  the  Company  is required to post a performance bond to
cover some specified percentage of the Company's minimum rent obligations.  This
bond  remains  in  place during the term of the concession.  To date the Company
has not experienced significant difficulty in securing bonds for its obligations
to  various  airport  authorities.  The Company's bonding capacity is limited by
its  size, and has therefore limited the projects on which it could bid.  If the
Company  continues  to  grow, it anticipates increasing its bonding capacity and
the  ability  to  bid  for  larger  projects  at  the largest domestic airports.

     Typically the Company operates an existing facility for two to three months
before  beginning  the remodeling of the site according to the specifications in
its  airport bid proposal.  During the remodeling phase of an existing facility,
which  usually  takes  45 to 60 days, the facility is either closed or serves at
minimal  levels.  Once  the remodeling is completed, the facility opens for full
service, generally for most hours during which the airport is actively operating
(only  two  of the Company's facilities are open 24 hours a day, 7 days a week).
The  Company  often  is  required  to  refurbish  a  project  every  five years.

     Inflight  catering  has traditionally generated higher gross profit margins
than  the  Company's  airport  concession  business.  Consequently,  management
intends  to  expand  its  inflight catering services.  The Company currently has
inflight  catering  contracts  with several major airlines at specific airports,
including Delta Airlines, U.S. Air, United Airlines and Northwest Airlines.  The
Company  also  provides  inflight  catering  services  for  charter  flights.

                                        5
EXISTING AND AWARDED CONCESSION LOCATIONS
Dated of
                                                                   Completion
                                                   Date            or Expected
Name/Location of . . . . .  Description of         Commenced       Completion     Expiration Date        1999
Concession . . . . . . . .  Concession             Operations      of Remodeling  of Contract       Revenue
--------------------------  ---------------------  --------------  -------------  ----------------  ---------

Midland, Texas . . . . . .  Food and Beverage      January 1999    January 1999   September 2007      892,043
                            (one location)

Ontario, California. . . .  Food and Beverage      September 1998  September      July 2008         1,506,880
                            (two locations)                        1998

John F. Kennedy. . . . . .  Food and Beverage      October 1999    July 1999      May 2008 (2)      N.A.
International. . . . . . .  (one location)

Greensborough. . . . . . .  Food and Beverage      December 1997   November 1998  May 2008          2,297,463
(Piedmont Triad) . . . . .  (three locations)
North Carolina

Asheville, North . . . . .  Food and Beverage      November 1997   November 1998  November 2007       447,401
Carolina . . . . . . . . .  (one location); News
                            & Gift (one location)

Sioux Falls, South . . . .  Food and Beverage      August 1997     March 1999     August 2007         850,311
Dakota . . . . . . . . . .  (two locations);
                            Inflight Catering

Des Moines,. . . . . . . .  Food and Beverage      July 1997       November 1998  July 2007(3)      1,508,399
Iowa (3) . . . . . . . . .  (four locations)

Allentown, . . . . . . . .  Food and Beverage      July 1996       January 1998   July 2006         1,430,347
Pennsylvania . . . . . . .  (one location);
                            Inflight Catering

Columbia, South. . . . . .  Food and Beverage      October 1996    October 1997   October 2006(4)   1,188,799
Carolina(1). . . . . . . .  (two locations);
                            Inflight Catering

Cedar Rapids,. . . . . . .  Master Concession;     November 1996   October 1997   March 2004(5)     1,412,915
Iowa (1) . . . . . . . . .  Food and Beverage
                            (two locations); News
                            & Gifts (one
                            location); Specialty
                            Stores (one
                            location); Inflight
                            Catering

Lexington, . . . . . . . .  Food and Beverage      July 1996       February 1997  July 2006           767,321
Kentucky (1) . . . . . . .  (two locations);
                            Inflight Catering

Roanoke, . . . . . . . . .  Food and Beverage      June 1996       January 1997   June 2006           590,552
Virginia(1). . . . . . . .  (two locations);
                            Inflight Catering

                                        6
[continued]

Appleton,. . . . . . . . .  Food and Beverage      January 1996    January 1996   July 2005           320,204
Wisconsin(1) . . . . . . .  (one location)

Madison, . . . . . . . . .  Food and Beverage      January 1996    July 1996      January 2006        873,404
Wisconsin (1). . . . . . .  (two locations)

Portland . . . . . . . . .  Food and Beverage      October 1995    October 1995   June 2005           838,501
International(1) . . . . .  (one location)

Los Angeles. . . . . . . .  Food and Beverage      June 1995       September      June 2005(6)      1,094,721
International(6) . . . . .  (one location)                         1995

Aspen, . . . . . . . . . .  Food and Beverage      May 1994        May 1994       September 1999      325,900
Colorado(1). . . . . . . .  (one location)

Denver . . . . . . . . . .  Food and Beverage      February 1995   Two            June 2003 and     1,009,799
International. . . . . . .  (three locations)                      completed      November 2006
                                                                   February
                                                                   1995; one
                                                                   completed
                                                                   December 1997

Orange County. . . . . . .  Food and Beverage      September 1990  December 2000  February 2001(5)  N.A
                            (one location)

Baton Rouge. . . . . . . .  Food and Beverage      July, 1999      December 2000  July 2010         1,100,000
                            (two Locations)

Shreveport,. . . . . . . .  Food and Beverage      May 1999        Completed      November 2009       800,000
Louisiana. . . . . . . . .  (two locations)

Charleston . . . . . . . .  Food and Beverage      July 2000       December 2000  December 2000     1,900,000
S.C. . . . . . . . . . . .  (three locations)
-----------------------------------------

(1)  The  Company is currently the sole food and beverage concessionaire at this
airport.

(2)  Delta  Airlines,  the owner of the airport terminal, has reserved the right
under  its  concession agreement with the Company to recapture the premises upon
30  days  notice  and  payment  for  the  Company's  improvements.

(3) The airport retains the right under the concession to recapture the premises
upon  payment  for  the  Company's  improvements.

(4)  After  the initial year of the term, the airport authority has the right to
terminate  the concession upon payment to the Company of its "remaining business
interest"  in  the  concession.

(5)  Can  be  terminated  by  the  airport  on  90  days  notice.

(6)  After  June  2001  can  be  terminated  by the airport upon 90 days notice.

                                        7
FOOD  PREPARATION  CENTER

     The  Company  has  contracted its 4,635 square foot food preparation center
located  at  6335  Ferris  Square,  Suites  G-H,  San Diego, California which is
adjacent  to  its  corporate  headquarters to an outside firm to manufacture its
bakery  products.  The  center  is  currently  operating  at  approximately  35%
capacity.  Using  its  proprietary  recipes, the Company prepares several bakery
items  sold  at  the  Creative  Host  concessions, including regular croissants,
croissants filled with meat, cheeses and vegetables, pastries, muffins and other
bakery foods.  The bakery foods are prepared, frozen in dough form and regularly
shipped  to  concessions  and  franchisees  where they are baked and served on a
daily  basis.

     In  addition  to  supplying  the airport concessions, inflight catering and
franchise  restaurant  business,  the  Company  also sells finished bakery foods
produced  at  its  bakery/food  preparation center to restaurants and other food
outlets  in  the San Diego area.  While not presently a substantial component of
our  business,  these  outside customers include hotels, institutions and mobile
food  carriers.  Since  the  existing  bakery  does  not supply all outlets, the
Company  may  establish  and  operate additional food preparation centers in the
future  to the extent that it expands geographically and increases the number of
concessions.  There  is  no  assurance  that  the  Company's  sales  to  outside
customers  will  maintain  their  present  levels  or  grow  in  the  future.

     The  Company  has  entered  into  an  agreement  with  Sysco  Food Services
Corporation  ("Sysco").  All  of  the  purchasing  for the concession locations,
except  for  certain perishable items such as dairy and produce, is done through
Sysco  resulting  in  uniform  cost  of  goods  and  centralized costs controls.

FRANCHISE  OPERATIONS

     From 1986 through 1994, the Company was actively engaged in the business of
franchising  restaurants  under  the  "Creative  Croissant" name.  The Company's
restaurant  franchise  business  was  not  successful, and, in 1990, the Company
began  the  transition  to  company-owned  airport concessions that is the major
focus  of  its  current  business plan.  The Company continues to have franchise
relationships  with  9  restaurant  franchisees,  excluding  the  Orange  County
airport  concession  which  is  operated  by  a  franchisee.

     Creative  Croissant franchise restaurants are generally located in regional
malls,  specialty centers, high rise office buildings and other areas with heavy
pedestrian  traffic.  All  of  the  Company's franchise operated restaurants are
located  in  California,  in  the  following  cities:  San Diego, Laguna Niguel,
Mission  Viejo,  Orange,  Laguna  Hills,  Martinez,  Ventura, San Francisco, and
Walnut Creek.  Although all franchisees remain current in their purchase of food
products,  the  Company  neither  books  or  collects royalty revenues from  the
franchises.

     The  Company  expects its revenues from franchising (approximately 0.25% of
total  revenues  for  the twelve month period ended December 31, 1999) to remain
unchanged  or  decline  over  time  as the Company concentrates on expanding its
concession  business  and establishing more Company owned facilities at airports
and other public venues.  If the Company is able to establish a greater national
brand  name presence, through its airport and other concession business, then it
may  devote  some resources to the development of the franchising segment of its
business.  In  the  meantime,  it  may  continue  to  sell franchises in special
situations  when  a  franchise  would be more advantageous to the Company than a
Company  owned facility, when financing is not otherwise available, or generally
in  situations  that  do  not  involve  concession  contracts  with  an  airport
faciliity.

MARKETING  AND  SALES

     The  Company's marketing strategy involves two fundamental components:  (i)
securing  the  concession and (ii) increasing sales once the concession has been
granted.  The  Company  plans to continue to concentrate its marketing and sales
efforts  on  acquiring  high volume concessions at airports and evaluating other
public  venues  with  high,  captive pedestrian traffic such as sports stadiums,
public  libraries,  zoos  and theme parks throughout the United States.  For the
near  future,  the Company intends to focus on the approximately 123 airports in
the  United  States  with  over  400,000 enplanements per year. In those smaller
regional  airports,  the  Company, whenever possible, will seek to be the master
concessionaire  for  all  concession  operations  conducted  at  such  airports.

     The Company targets the airport concession business through its presence at
airport  authority association meetings and trade shows, its network of existing
relationships  in  the airport business community, and its submission of bids in
response  to  requests  for  proposals  ("RFPs")  by  airports.  By  continually
monitoring  the  availability  of  RFPs  at  airports throughout the nation, the
Company  seeks to be involved in every RFP that is economically feasible for it.
In bidding for concessions, the Company focuses on those airports with locations
indicating  that  the  concession will earn annual gross revenues of $500,000 to
$2,000,000.  Once  a  concession  has  been  targeted,  the  Company  develops a
customized bid tailored to address a theme or culture specific to the concession
location.  Management  is  currently  working  with  airport  managers to design
unique and exciting food court areas with a variety of food choices, comfortable
seating  and  self-serve  options  without  the  inconveniences  of  traditional
restaurants.  The  Company's  proposals  for  airports  include  children's play
areas,  reading  areas,  mini-libraries  and  computer  services.

     The  Company  has  developed  several marketing techniques for its Creative
Host  concession  locations to encourage sales and to provide additional sources
of  revenues.  To  compete  within  an airport, the Creative Host approach is to
combine  aroma  and  showmanship with high quality fresh and nutritious foods at
value  prices  to attract customers.  The Company's food and beverage facilities
have  traditionally  been  designed with a European flair for fresh, healthy and
nutritious gourmet and specialty foods, served quickly and at value prices.  The
desired  atmosphere  has  been  one of a European sidewalk cafe with carved wood
display  cases and the use of brass, wood, marble and glass.  Depending on their
size,  the  facilities  feature  European  style hot meal croissants filled with
meats,  cheeses  and  vegetables,  gourmet coffees, fresh salads, nondairy fresh
fruit  shakes  and  other  foods  and  beverages.  Low  fat,  low  cholesterol
ingredients  are  utilized whenever possible, consistent with maximizing flavor.
No  artificial  flavors  or preservatives are used in any of the baked goods.  A
large  bakery  oven  and  brass eagle domed espresso machine create an inviting,
aromatic atmosphere.  Several of the concession facilities have an espresso bar,
a variety of coffee selections or a juice bar.  While maintaining its philosophy
of  offering  healthy  foods,  value  pricing  and quick service, the Company is
diversifying  into  agreements with renowned food and beverage suppliers such as
Carls  Jr. and  and TCBY Yogurt.  The food and beverage concessions sell gourmet
coffee  beans  as gift packages, colorful sports bottles and thermal coffee mugs
featuring  the  "Creative  Croissants-Registered  Trademark-"  logo and key menu
items,  custom  gift  baskets  and  other  promotional  merchandise.

RECENT  ACQUISITION

     On  October  9, 2000, the Company completed the closing of the  acquisition
of  Gladco  Enterprises,  Inc.  ("Gladco"),  a  company  located  in Pittsburgh,
Pennsylvania  that  currently  manages  concessions  in  four  airports.

     The  Company  completed  the  acquisition  of Gladco in accordance with the
terms  of  a Purchase  Agreement (the "Purchase Agreement").  In accordance with
the  Purchase  Agreement,  the Company acquired 100% of the stock of Gladco, HLG
Acquisition  Corporation,  a Pennsylvania corporation and an affiliate of Gladco
and  HLG  Franchise Marketing Company, a Pennsylvania limited partnership and an
affiliate  of  Gladco,  for  an aggregate amount equal to $7,000,000 (subject to
adjustments  as  set forth in  the Purchase Agreement), payable as follows:  (i)
$300,000  in  cash  which had been prepaid as a deposit, (ii) the payment of all
outstanding  principal  and  accrued  interest  of, or assumption of obligations
under,  liabilities  as  set  forth  in the Purchase Agreement which were not in
excess  of $2,500,000; (iii) the issuance of of the Company's common stock equal
to  $500,000  divided  by  the average of the closing prices of Company's common
stock  on  the  Nasdaq  Small  Cap  exchange for each of the thirty trading days
ending two days prior to closing of the transaction (this resulted in an average
price  of  $7.18  and  69,638  shares issued); and approximately $3.7 million in
cash.

     The  Company  also agreed to permit the Sellers to elect, by written notice
to  the Company, to require the Company to repurchase the shares of common stock
i8ssued  when  they are freely tradeable and registered  at a price equal to the
per  share  issuance  price  times  the  number  of  shares  repurchased.

     The  Company also agreed to adjust the purchase price at any time up to one
year  from  closing  by  (i)  $280,000  upon  execution  of  a definitive lease,
sub-lease  or  other  operating agreement with respect to each of the two retail
sites and commercial operations at the Newark, New Jersey International Airport;
(ii) $295,000 upon execution of a definitive lease, sub-lease or other operating
agreement with respect to each of the two retail sites and commercial operations
at  the  Harrisburg,  Pennsylvania  International  Airport;  and  $120,000  upon
execution  of  a  definitive  lease, sub-lease or other operating agreement with
respect  to  each  of  the  two  retail  sites  and commercial operations at the
Rensselaer Railroad Station in Albany, New York.  The Company intends to utilize
a  portion  of  the proceeds from this offering for these potential adjustments.
See  "Use  of  Proceeds."

     The  Company  intends  to  continue  the historical businesses and proposed
businesses  of  Gladco.  Gladco  is  a  Pittsburgh-based hospitality and service
company  with  $10.5 million in annual revenues, that operates food and beverage
concessions  in four international airports, including Pittsburgh International;
Atlantic  City  International;  Albany  International,  in  New York; and M.B.S.
International  in  Freeland,  Michigan.  The  Company  operates  22  individual
concessions  within  those  airports.  Those  concessions,  combined  with  the
Company's  current concessions, give the combined companies locations in a total
of 25 airports nationally, and approximately 95 overall concessions within those
airports.

     The  Company obtained  the  funds  for  the  acquisition  of  Gladco by the
sale  of approximately  $2,500,000  in  7%  Convertible Debentures due September
26,  2003  (the  "Debentures")  to  GCA  Strategic Investment Fund Limited.  The
purchase  price  of  the  Debentures  was  95%  of  the  principal  amount,  or
$2,375,000.  The Debentures  are  convertible at the lower of 110% of the volume
weighted  average  sales  price  of  CHST  common  stock  on the day immediately
preceding closing or 85% of the five lowest volume weighted average sales prices
of  the  Company's common stock during  the  25  days  immediately preceding the
date  of  a  notice  of conversion.  The Company also issued 125,000 warrants to
purchase  the  Company's  common  stock  to  GCA Strategic Investment Fund at an
exercise  price  of  102%  of  the  closing  bid  price  on  the day immediately
preceding  the  Closing  Date.  The  Company  agreed  to  register the shares of
common  stock issuable upon conversion of the Debentures and the shares issuable
upon  exercise  of  the  warrants  on  Form  S-3 (the registration statement has
been  filed).  The  agreements  provide  certain  negative  covenants  requiring
compliance  with  terms by the Company and are adjustable upon  certain  events.

COMPETITION

     The  concession  industry  is  extremely competitive and there are numerous
competitors  with  greater  resources and more experience than the Company.  The
dominant competitors in the airport concession market are Host Marriott Services
Corporation  ("Host  Marriott")  and  CA One Services, Inc. ("CA One Services"),
which  have  been  serving  the  airport  concession  market  for decades.  Host
Marriott  and  CA One Services have established a marketing strategy of offering
comprehensive  concession services to airport authorities in which they submit a
bid  on  an  entire  airport or terminal complex, and often provide a well known
franchise  such  as  McDonalds  or  Burger  King as part of their package.  They
generally  operate  large airport master concessions with annual sales in excess
of  $2.2  million.

     The  Company  believes  that  with its recent  Gladco acquisition, it ranks
third  in  number of airports among the competitive companies.  Other formidable
competitors  in  the  concession business, especially food and beverage, include
Service  America  Corporation,  Anton  Food, Concession International, Air Host,
Inc.,  ARA  Services, Canteen Corporation, Morrison's Hospitality Group, Gardner
Merchant  Food  Services, Seiler Corporation, and Service Master Food Management
Services.  Other  competitors  such  as Paradies and W.H. Smith compete with the
Company  in  the airport retail concession services market.  Dobbs International
and  Sky  Chefs,  LSG  dominate  the  inflight  catering  business.

     The  Company  is  focusing  initially  on smaller airport concessions where
competition  from  large  competitors  is  less  intense.  However,  there are a
limited  number  of  concession  opportunities  domestically.  If  the  Company
achieves  greater penetration in regional airports, it will be required to enter
into  larger  domestic  airports,  or other venues to sustain its growth.  Entry
into  larger  domestic airports will necessarily involve direct competition with
Host  Marriott  and  CA  One  Services.

     The  Company strives to differentiate itself in all markets with the design
and  product  mix it offers to each particular airport.  The Company designs its
concession bids and facilities around unique themes or concepts that it develops
for  each  location.  In  this  manner,  the  Company seeks to appeal to airport
authorities  that  are  seeking individual bidders with interesting and creative
food  concepts,  both to boost the airport's income from percentage rents and to
enhance  the  look  and reputation of the airport and the cities it serves.  The
Company  also  offers a variety of food concepts with an emphasis on fresh foods
and  high  quality,  while  maintaining  a  value-oriented  prices.

GOVERNMENT  REGULATION

     The  airport  concession  business is subject to the review and approval of
government  or  quasi  government  agencies  with respect to awarding concession
contracts.  In  addition,  food and beverage concessions are subject to the same
rigorous  health, safety and labor regulations that apply to all restaurants and
food  manufacturing facilities.  Concession businesses are also subject to labor
and  safety  regulations  at  the  local,  state and federal level.  Concessions
granted  by airport authorities and other public agencies may also be subject to
the  special  rules  and regulations of that agency, including rules relating to
architecture,  design,  signage,  operating  hours,  staffing and other matters.
Failure  to  comply  with  any of these regulations could result in fines or the
loss  of  a  concession  agreement.

     The  Federal  Aviation  Administration requires airports receiving  federal
funds  to  award  contracts  for concession facilities producing at least 10% of
total  airport  concession  revenue to certain designated categories of entities
that  qualify  as  Disadvantaged  Business  Enterprises  ("DBE").  The  federal
requirements  do  not  specify  the  nature  or  manner  in  which  the DBE must
participate.  Historically,  companies in the industry have relied on hiring DBE
employees,  purchasing  provisions  from DBE suppliers, contracting for services
from  DBEs  or  subcontracting  a portion of the concession to a DBE in order to
meet  this  requirement.  When  the  Company  entered  the  airport  concession
business,  its  Common  Stock was owned entirely by Mr. Sayed Ali.  As a result,
the  Company  qualified  as a DBE.  The Company's status as a DBE assisted it in
securing  concession  awards  with  several  airports, and some of the Company's
concession  agreements  specify that it will retain its DBE status.  As a result
of  the  Company's  initial  public offering, Mr. Ali's ownership in the Company
decreased to approximately 30%.  It is unclear what impact this will have on the
Company's  status  as  a  DBE.  The  Company  has  succeeded in securing airport
concession  contracts  at  8  additional  locations  since  its  initial  public
offering, although the Company is not aware of the extent to which the Company's
DBE  status, or lack thereof, was a factor in the airport authorities' decisions
to  award  such  contracts  to the Company.   The federal rules do not specify a
required  percentage  ownership  for  DBE  status,  so  the Company will have to
address  the  issue  on  an airport by airport basis.  If necessary, the Company
will comply with a particular airport's request for additional DBE participation
through  the  industry  practice  of hiring or contracting with other DBEs.  The
Company  believes that it will retain its existing locations and can continue to
secure  new  concessions on the basis of the products and services it offers and
its  industry  reputation.  To the extent the Company's historic rate of success
in  securing  airport  concessions is attributable to its clear status as a DBE,
its  growth  rate  may  decline.

                                        8
The  restaurant  industry  and  food  manufacturing  businesses  are highly
regulated  by  federal, state and local governmental agencies.  Restaurants must
comply  with  health  and sanitation regulations, and are periodically inspected
for  compliance.  Labor  laws  apply  to  the  employment of restaurant workers,
including  such  matters  as  minimum  wage  requirements,  overtime and working
conditions.  The  Americans  With  Disabilities  Act  applies  to  the Company's
facilities prohibiting discrimination on the basis of disability with respect to
accommodations and employment.  Food preparation facilities must comply with the
regulations of the United States Department of Agriculture, as well as state and
local  health  standards.

     Franchising  is  regulated  by  the Federal Trade Commission and by certain
state  agencies,  including  the  California  Department  of  Corporations.  In
addition,  the  California  Franchising  Law  contains specific restrictions and
limitations  on  the  relationship  between  franchisors  and  franchisees.
Franchisors  such as the Company must file an annual Franchise Offering Circular
with  the  Federal  Trade  Commission  and  certain  states  (many states do not
regulate  the  offer  and  sale  of  franchises)  every  year.

EMPLOYEES

     The  Company has over 650 employees, including 12 in administration and 638
in  operations.  As  the Company expands and opens more concessions, the Company
anticipates  hiring  additional  personnel  including  administrative  personnel
commensurate  with  growth.  The  Company  does not have a collective bargaining
agreement  with  its  employees and is not aware of any material labor disputes.

SEASONALITY

     The  Company's  concession  operations  are expected to experience moderate
seasonality  during  the course of each year, corresponding with traditional air
travel  patterns  which  generally  increase  from the first quarter through the
fourth  quarter.

TRADEMARKS

     The  Company has one registered trademark with the United States Patent and
Trademark  Office  on  the  Principal  Register,  registered  as  "Creative
Croissants-Registered  Trademark-."  In  addition, the Company is in the process
of  filing trademark applications to register the names "Creative Host Services,
Inc."  and  "Haute  Dogma,"  and  as its business develops, the Company plans to
continue  to  develop  merchandising  of  trademark  products, such as clothing,
drinking  bottles,  mugs and other similar products, utilizing its service marks
and  trademarks  in order to generate additional revenues.  The Company's policy
is  to  pursue registrations of its marks wherever possible.  The Company is not
aware  of  any  infringing uses that could materially affect its business or any
prior  claim  to  the  trademarks that would prevent the Company from using such
trademarks  in  its  business.

PROPERTIES

     The  Company's executive offices and food preparation center are located in
a  8,334  square  foot  facility  at  6335 Ferris Square, Suites G-H, San Diego,
California.  The  combined  facility is covered by a five-year lease terminating
April  15,  2002  with  monthly  payments of $5,044 plus common area maintenance
charges.  The  Company  has  one  option  to  extend  the term for an additional
five-year  period.  The  Company  believes  its  facilities  will be adequate to
accommodate  production  of  two  to  three  times  its  current  levels.

     The  Company  also  leases  space  as  part  of  its  airports  concession
operations.  In addition, the Company occasionally leases restaurant space (such
as at the Greensborough, SC airport) which it assigns to operators in connection
with  franchise  operations.

                                        9
RISK  FACTORS

     The  securities offered hereby are speculative and involve a high degree of
risk.  Prospective  investors  should  carefully consider the possibility of the
loss of their entire investment in the Company's securities and, along with each
of  the  following factors, consider the information set forth elsewhere in this
Prospectus.

     NEED FOR ADDITIONAL CAPITAL.  We may not have sufficient cash flow from our
current operations to enable us to acquire and build additional locations at our
historic  growth  rate.  We  may  be required to raise additional capital in the
future  to  build  out  capital  improvements  for  any newly awarded concession
locations.  In July 2000, we obtained $1,500,750 from the sale of 207,000 shares
of  common stock at $7.25 per share to Generation Capital Associates pursuant to
Rule  506  of  Regulation  D  of  the  Securities  Act  of 1933, as amended.  In
September  2000  we  also  obtained $1,813,000 from the sale of $2,000,000 in 7%
convertible  debentures  sold  to GCA Strategic Investment Fund Limited which we
used for the acquisition of Gladco Enterprises, Inc.  The convertible debentures
sold  to  GCA Strategic Investment Fund are convertible at the lower of (i) 110%
of  the  volume  weighted  average  sales  price  of our common stock on the day
preceding  closing of the sale of those debentures or (ii) 85% of the average of
the  five lowest volume weighted average sales prices of our common stock during
the  twenty-five  trading  days  immediately  preceding  the  date  of notice of
conversion.  Failure  to  secure adequate capital to bid, win, retain or service
concession  contracts will hinder our growth.  In addition, we presently utilize
equipment leasing to finance some of our operations.  Additional equipment lease
financing  with  rates  acceptable  to us may not be available, in which case we
will  be  required  to  raise  additional capital or cease our expansion program
until  such  financing  or  capital  is  made  available,  if  ever.

     DEPENDENCE  ON  AIRPORT CONCESSION BUSINESS.  We are currently dependent on
the  airport  concession  business  for  substantially  all of our revenues.  We
expect  such  dependence to continue for the foreseeable future.  The concession
business  is  highly competitive and subject to the uncertainties of the bidding
and  proposal  process.  Sophisticated bid packages and persuasive presentations
are  required  in  order  to  have an opportunity to win concession contracts at
airports  and  other  public  venues.  While  there  are  thousands  of  airport
concessions  nationwide,  the  majority  of those concessions are located in the
largest  125  airports.  Concession  business  operators,  such  as  CHST,  must
maintain  their  reputations  with  the  various  airport  authorities and other
government,  quasi government and public agencies in order to remain eligible to
win  contracts.  The  terms  and  conditions  of  concession  contracts  must be
carefully analyzed to ensure that they can be profitable for us.  Certain of our
locations  have  incurred  and  may  in  the  future incur net operating losses.
Because  our  concession  agreements  contain  minimum  rent  guarantees, we are
constrained  in  our ability to terminate under-performing locations.  Our menus
are  generally  set  at  street  prices plus 10%, although we generally have the
ability to vary that formula where appropriate.  In addition, the failure of any
single  concession  could  have a material adverse impact on our reputation with
airport  authorities  generally,  and  hinder  our  ability  to  renew  existing
concessions  or secure new ones.  There is no assurance that we will continue to
be  awarded  concession contracts by airports or by any other public venue, that
the  concession contracts will be profitable, or that we will not lose contracts
that  we  have  been  awarded.

     CONCESSIONS  SUBJECT  TO SET ASIDES AND SPECIAL REQUIREMENTS.  Rules issued
by  the  Federal  Aviation  Administration  ("FAA") require a portion of airport
concession  contracts  to  be  awarded to certain classes of entities or persons
designated  as  disadvantaged  business  enterprises ("DBEs").  The rules do not
specify  the  method  in which the DBEs must participate, whether through owning
the  concession,  employment or providing services.  Competitors in the industry
have  relied  on  combinations  of  using  DBE employees or vendors to meet this
requirement.  Prior  to  CHST's  initial public offering in July 1997, Mr. Sayed
Ali,  a  native  of  Pakistan,  owned all of the Company's Common Stock, thereby
satisfying FAA rules.  As a result of the change in ownership resulting from the
initial public offering and from subsequent private placements, CHST's status as
a  DBE is less clear.  Certain existing concession contracts designate CHST as a
DBE  and  may  have  to be reaffirmed.  We believe that in general there are two
types  of contracts relating to DBE's: contracts which require the Company to be
a DBE and contracts which require that a portion of the services be completed by
a  DBE.  In  the  event  we  are  determined not to be a DBE, we can satisfy the
contracts  requiring  DBE  participation through third parties.  We believe that
even  if  Mr.  Ali's current equity ownership of CHST is no longer sufficient to
qualify as a DBE, we would be able to maintain all of our contracts and continue
to  satisfy  DBE  rules  by hiring or contracting with minority parties or other
entities  qualifying  as DBEs, if required.  However, we have not discussed with
any  airport  authority the possible impact of our change in status, nor have we
attempted to reaffirm any existing contract.  Our status as a DBE assisted us in
securing  concessions  with  several  airports.  We  believe  we can continue to
secure  new  concessions  on the basis of the products and services we offer and
our  industry  reputation.  We  have secured concessions to operate more than 25
additional  locations  after  our  initial  public  offering  and  the resultant
dilution  of  ownership, although we are not aware of the extent to which CHST's
DBE  status, or lack thereof, was a factor in the airport authorities' decisions
to  award such contracts to us.  To the extent that our historic rate of success
in  securing  new  airport  concessions was attributable to our status as a DBE,
that  growth  rate  may  decline  if  we  are  not recognized as a DBE or if DBE
programs  are  eliminated  or  curtailed.

     POSSIBLE  EARLY TERMINATION OF CONCESSIONS.  Certain airport authorities or
airlines  that  operate  concession  locations  provide  in  their  concession
agreements  for  the  right  to reacquire the concession from the concessionaire
upon reimbursement of equipment and build out costs and, sometimes, a percentage
of  anticipated  profits  during the balance of the concession term.  Certain of
the  Company's  significant  concession  contracts,  including  Los  Angeles
International,  Des  Moines, Iowa, Columbia, South Carolina, Cedar Rapids, Iowa,
and others, provide for such early termination.  To date, we have not had any of
our  concessions  terminated,  and  we have not received notice that any airport
authority  is contemplating the early termination of any of our concessions.  No
assurances  can  be  provided,  however, that these airport authorities will not
exercise  their  contractual  right  to  early  termination  of  the  concession
contracts  in  the  future.

                                       10
POSSIBLE  DELAY IN COMMENCEMENT OF CONCESSION OPERATIONS.  The commencement
of  our concession operations at any airport location are subject to a number of
factors  which  are  outside  our  control,  including  construction  delays and
decisions by airport authorities to delay the opening of concessions.  CHST has,
in the past, experienced delays in commencing operations because of decisions by
airport  authorities.

     CHST'S  RISKS  UNDER PRIOR NOTE.  CHST was obligated to pay the outstanding
original  principal amount of $3,000,000 of 12% Secured Convertible Notes issued
on  December  21,  1998  (collectively,  the  "Notes").  The  Notes were payable
interest  only  on  a  monthly  basis, with all principal and accrued but unpaid
interest  due  in  full  on  December  21,  2003.  The  Notes  also  contained
requirements  for maintenance of coverage and cash flow ratios, as well as other
restrictions.  During  1999  CHST  was  in technical default on certain of those
covenants,  triggering the accrual of default interest equal to an additional 3%
per  annum,  raising the overall interest rate on the Note during that period to
15%  per  annum. Restrictions in the Note also contributed to preventing us from
submitting  bid  proposals  for  three airport locations that we otherwise would
have  sought  in 1999.  The entire outstanding balance of the Note was converted
into  shares  of the Company's Common Stock in accordance with its terms in late
1999  and  early  2000, and all shares issued to the Noteholders were registered
with  the  Securities  and Exchange Commission on March 13, 2000, as required by
the  terms  of  the  Notes.  We  tendered  the  default interest payments to the
Noteholders,  one  of  which  accepted  the  payment  with respect to $1,495,000
original  principal  amount of Note.  The other Noteholder which previously held
$1,505,000  original  principal amount of Note has received the default interest
payment  of  approximately  $39,000,  but  is  claiming  that we agreed to issue
approximately 106,000 warrants to the Noteholder in lieu of the cash payment for
default  interest.  The  Noteholder  has  filed  a  complaint  claiming that the
warrants  would  entitle it to purchase our common stock at prices prevailing in
October  or  November  of 1999 (approximately $3.00 to $6.25 per share, which we
dispute).  We vigorously deny the Noteholder's claims and do not believe that we
agreed  to  issue  any  warrants  to  the Noteholder.  Nevertheless, there is no
assurance  regarding the outcome of the litigation which could force us to incur
significant  costs.

     RISKS  OF  DECLINE  IN  STOCK  PRICE.  Our  stock  price  has recently been
volatile.  There  is  no  assurance  that  the  price of our stock on the NASDAQ
market  will  not  decline  because  of the availability of the Common Stock for
potential  sale,  and  for  other  reasons. CHST may register more shares of its
stock  in  the  future, potentially increasing the supply of free trading shares
and  possibly  exerting  downward  pressure  on  our  stock  price.

     RISK OF DILUTION THROUGH ADDITIONAL ISSUANCES OF SHARES.  We may issue more
shares  of our common or preferred stock in the future in order to raise capital
and  make  acquisitions  of  other  businesses.  Outstanding  warrants and stock
options may be exercised, causing more dilution in the outstanding shares of our
capital  stock.  We  are  generally  permitted to issue additional shares of our
capital  stock  with  the  approval  of  our  Board of Directors and without the
consent  of  CHST's  shareholders.

     DEPENDENCE  ON KEY PERSONNEL AND NEED TO ATTRACT QUALIFIED MANAGEMENT.  Our
success  will  depend  largely upon CHST's management.  While management has had
previous  experience  in  concession  and restaurant operations, there can be no
assurance  that  our  operations will be successful.  Sayed Ali, Chairman of the
Board,  President  and  Chief  Executive  Officer  of  CHST,  entered into a new
five-year  employment agreement with CHST which commenced as of January 1, 2000.
The  new  employment  agreement  provides  for  an  annual salary for Mr. Ali of
$140,000  in  2000,  $155,000  in  2001,  $171,000 in 2002, $189,000 in 2003 and
$208,000 in 2004.  Mr. Ali is also entitled to begranted 60,000 additional stock
options, vesting 20,000 upon grant, 20,000 in January 2001 and 20,000 in January
2002.  The  exercise price will be 110% of the fair market value of the stock on
the date of grant, and the exercise period will be three years from the date the
warrants  become exercisable.  Mr. Ali's employment agreement provides that upon
a  termination  of  employment,  Mr. Ali will be entitled to a severance payment
equal  to his annual base compensation and immediate vesting of options.  In the
event  of  a loss of the services of Mr. Ali, CHST could be materially adversely
affected  because  there  is  no  assurance  that  CHST  could  obtain successor
management  of equivalent talent and experience.  CHST has obtained a $1,000,000
key  man  policy on Mr. Ali which CHST owns.  Given our stage of development, we
are  dependent  upon  our  ability to identify, hire, train, retain and motivate
highly  qualified  personnel,  especially  management  personnel  which  will be
required to supervise our expansion into various geographic areas.  There can be
no  assurance  that  we  will be able to attract qualified personnel or that our
current  employees  will  continue  to  work  for  us.  The  failure to attract,
assimilate  and  train key personnel could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.

     RISKS  OF  LITIGATION.  We  are  and  may  in  the future become subject to
litigation  that  could  have a material adverse impact on our operating results
and  financial  condition.  Besides  the  threat  of  litigation from one of our
former  lenders  regarding warrants (see "Risk Factors--CHST's Risks Under Prior
Note"),  CHST and Sayed Ali have been named as defendants in lawsuits for breach
of  contract and related claims by Amplicon Financial Company, a prior lessor of
equipment  to CHST.  Amplicon is claiming that additional payments are due to it
under  an  equipment lease, while we believe that we terminated the lease.  CHST
and  Mr. Ali, who purportedly executed a personal guarantee of the lease, intend
to  vigorously  defend against Amplicon's claims.  We have also been served with
litigation  relating  to  a claim for additional warrants to purchase our Common
Stock  from  an  investor  relations firm alleging that in early 1998 we entered
into  a  consulting agreement with it.  We do not believe that the firm provided
any  services for us and we intend to defend the claim.  While we do not believe
the  potential  for  success  of  this claim is material, we have provided up to
$106,000  in  reserves  against  our  pending litigation.  There is no assurance
regarding  the  outcome  of  these  threatened  and  pending  lawsuits.

                                       11
HIGHLY  COMPETITIVE  INDUSTRY  DOMINATED BY LARGER COMPETITORS.  We compete
with  certain  national and several regional companies to obtain the rights from
airport and other authorities to operate food, beverage, news, gift, merchandise
and inflight catering concessions.  The airport concession market is principally
serviced  by  several  companies  which  are  significantly  larger  than  CHST,
including,  but  not  limited to, Host Marriott Services, Inc., CA One Services,
Concessions  International,  and  Ogden  Food  Services.  Each  of  these  well
established  competitors  possesses  substantially greater financial, marketing,
administrative  and  other  resources  than  CHST.  Many of our competitors have
achieved  significant  brand  name  and  product  recognition.  They  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.  There  can  be  no  assurance  that  we  will  be  able  to  compete
successfully  in  our  chosen  markets.

     DEPENDENCE  UPON  CONTINUING  APPROVALS  FROM  GOVERNMENT  REGULATORY
AUTHORITIES.  The  food  and  beverage  service  industry  is subject to various
federal,  state  and  local  government  regulations, including those related to
health,  safety,  wages  and working conditions.  While CHST has not experienced
difficulties in obtaining necessary government approvals to date, the failure to
obtain and retain food licenses or any other governmental approvals could have a
material  adverse  effect  on  the  Company's  operating results.  Moreover, our
failure  to meet government regulations could result in the temporary closure of
one  or  more  of our concession facilities, restaurants or the food preparation
center,  any  of  which  would  have  a material adverse impact on our financial
condition  and  result of operations.  In addition, operating costs are affected
by increases in the minimum hourly wage, unemployment tax rates, sales taxes and
similar  matters  over which we have no control.  We are also subject to federal
and  state  laws,  rules  and  regulations  that  govern  the  offer and sale of
franchises.

     NO ASSURANCE OF ENFORCEABILITY OF TRADEMARKS.  We utilize trademarks in our
business  and  have  registered  our Creative Croissants(R) trademark.  While we
intend  to  file  federal  trademark  registrations  for  certain  of  our other
trademarks,  we have not yet done so.  There can be no assurance that we will be
granted  registration  for such trademarks or that our trademarks do not or will
not  violate  the  proprietary  rights  of  others, that our trademarks would be
upheld if challenged or that we will not be prevented from using our trademarks,
any of which could have a material adverse effect on us.  Should we believe that
our  trademarks  are  being  infringed  upon  by  competitors,  there  can be no
assurance  that  we  will  have  the financial resources necessary to enforce or
defend  our  trademarks  and  service  marks.

     SEASONALITY.  Because  our  airport  concession  business  is  dependent on
pedestrian  traffic  at  domestic  airports,  we  experience  some  seasonality
consistent with enplanements and general air traffic patterns.  Accordingly, our
revenues  and income are generally expected to be lowest in the first quarter of
the  year  and  become  progressively stronger through the fourth quarter, which
includes  the  holiday  travel  periods.

     CONTROL  BY  PRINCIPAL  SHAREHOLDER.  The  principal  shareholder  of  the
Company, Mr. Sayed Ali, beneficially owns approximately 16.5% of the outstanding
shares of capital stock of CHST.  Accordingly, Mr. Ali has significant influence
over  the  outcome  of  all  matters submitted to the shareholders for approval,
including  the  election  of  directors  of  the  Company.

     DIVIDENDS.  The  Company does not intend to declare or pay any dividends on
its outstanding shares of Common Stock in the foreseeable future.  See "Terms of
the  Offering"  and  "Description  of  Securities."

IN  ADDITION  TO THE FOREGOING RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS THAT
ARE NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT.  POTENTIAL INVESTORS SHOULD
KEEP  IN  MIND  THAT  OTHER  IMPORTANT  RISKS  COULD  ARISE.

                              USE  OF  PROCEEDS

CHST  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.

                                       12
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholder,  who acquired
the  Shares  for legal services  provided to CHST.  The Selling  Shareholder may
resell all, a portion or none of such Shares from time to  time.

The  table below sets forth with respect to the Selling Shareholder,  based upon
information  available  to  the  Company as of February 28, 2001,  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler    24,000         20,000              4,000       *
*less than 1%

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

                                       13
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay  all expenses in connection with this offering and  will
not receive any proceeds from sales of any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by the Cutler Law Group, Newport Beach, California.  M. Richard Cutler,
the sole shareholder  of Cutler  Law  Group,  PC, holds  24,000  shares  of  the
Company's Common Stock.

                                     EXPERTS

          The  financial  statements  and  the  related  supplemental  schedules
incorporated  in  this  Prospectus  by  reference  from  CHST's Annual Report on
Form  10-KSB/A  for  the  year  ended  December  31,  1999  have been audited by
Stonefield  Josephson,  independent  certified  public accountants, as set forth
in  their  report  appearing  with  the  financial  statements, and have been so
included  in  reliance  upon  the report of such firm given upon their authority
as experts in accounting and auditing.

                                       14
PART  II

     INFORMATION  NOT REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

          1.   The Company's Annual Report on Form 10-KSB/A for the year ended
               December 31, 1999.

          2.   The Company's Quarterly Report on Form 10-QSB for the quarterly
               period ended March 31, 2000.

          3.   The Company's Quarterly Report on Form 10-QSB for the quarterly
               period ended June 30, 2000.

          4.   The Company's Quarterly Report on Form 10-QSB for the quarterly
               period ended September 30, 2000.

          5.   The Company's Report on Form 8-K/A filed on February 28, 2001.

          6.   The Company's Definitive Proxy Statement dated January 17, 2001

          7.   All  other  reports  and  documents  subsequently  filed  by  the
               Registrant after the date of this Registration Statement pursuant
               to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
               Act of 1934 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 then remaining unsold, shall
               be deemed to be incorporated by reference and to be a part hereof
               from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.

     M.  Richard  Cutler, the sole shareholder of Cutler  Law Group, PC, holds
24,000 shares of the Company's  Common  Stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
The Corporation Laws of  the  State  of California and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for  legal services rendered.  These  sales were
made  in  reliance  of  the exemption from the registration requirements of  the
Securities  Act  of 1933, as amended, contained in Section 4(2) thereof covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

ITEM  8.     EXHIBITS

     Exhibit  No.          Description
     -----------           -----------

3.1        Amended and Restated Articles of Incorporation*
3.2        Bylaws*
5          Opinion of Cutler Law Group with respect to legality of the
           securities  of  the  Registrant  being  registered
23.1       Consent of Stonefield Josephson, independent accountants
23.1       Consent of Cutler Law Group (contained in opinion to be filed
           as  Exhibit  5)
_______________________
*Previously filed.

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 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.

(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.
(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

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

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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 San  Diego,  State  of California,  on  April 10,
2001.

                                         CREATIVE HOST SERVICES, INC.

                                         By:   /s/  SAYED ALI

                                            -----------------------------------
                                             Sayed Ali, President

          Signature                        Title                    Date

/s/ SAYED ALI                    President, Chief Financial December 7, 2000
- ------------------------------   Officer and Director
Sayed Ali

/s/  BOOKER T. GRAVES            Director                   December 7, 2000
- ------------------------------
Booker T. Graves

/s/  JOHN P. DONOHUE, JR.        Director                   December 7, 2000
- ------------------------------
John P. Donohue, Jr.

/s/  CHARLES B. RADLOFF          Director                   December 7, 2000
- ------------------------------
Charles B. Radloff