As filed with the Securities & Exchange Commission on April 14, 1995

                                  Registration No. 33-________________________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           

                                   FORM S-8

                             REGISTRATION STATEMENT
                                   Under the
                             SECURITIES ACT OF 1933
                          

                        INTERNATIONAL DAIRY QUEEN, INC.
              (Exact name of issuer as specified in its charter)

          Delaware                                   41-0852869
(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)                                  

                             7505 Metro Boulevard             
                           Edina, Minnesota  55439         
                 (Address of principal executive offices)       

         International Dairy Queen, Inc. Stock Option Plan of 1993      
                            (Full title of the Plan)         

                               Michael P. Sullivan            
                              7505 Metro Boulevard        
                             Edina, Minnesota 55439
                   (Name and address of agent for service)

                                (612) 830-0200
          (Telephone number, including area code, of agent for service)
                         

                        CALCULATION OF REGISTRATION FEE

  Title of       Amount      Proposed maximum  Proposed maximum    Amount of
securities to    to be       offering price    aggregate offering  registration
be registered    registered  per share (1)     price (1)           fee (1)
- -------------    ----------  ----------------  ------------------  ------------
Class A Common   600,000     $18.125           $10,875,000         $3,750
Stock, $.01 par
value per share

(1)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c) and (h) of Regulation C, based upon a price of $18.125 
per share, which represents the average of the high and low sales reported for 
such stock in the NASDAQ National Market System for April  6, 1995.

<PAGE>
<PAGE>
                    INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company is subject to the information requirements of the Securities 
Exchange Act of 1934, as amended ("1934 Act"), and, in accordance therewith, 
files reports and other information with the Securities and Exchange 
Commission ("Commission").  As this Registration Statement relates to the 
registration of additional securities under a previously filed registration 
statement on Form S-8, the following document, which has been filed by the 
Company with the Commission, is incorporated by reference in this 
registration statement:

     The registration of the Company's Common Stock on Form S-8 
     (File No. 33-52781).

     All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act 
(File No. 0-6116), prior to the filing of a post-effective amendment that 
indicates that all securities offered have been sold or that deregisters 
all securities then remaining unsold, shall be deemed to be incorporated by 
reference herein and to be a part hereof from the date of filing such 
documents.


                                    EXHIBITS

     4.1       Restated Certificate of Incorporation*, as amended

     5.1       Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.

    23.1       Consent of Ernst & Young LLP

    23.2       Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. 
               (Exhibit 5.1 to this Registration Statement)

    24.1       Power of Attorney (included on signature page to this 
               Registration Statement)

                       
*   Incorporated by reference to the Company's Annual Report on Form 10-K for 
    the fiscal year ended November 30, 1991.

<PAGE>
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Minneapolis, State of Minnesota, on April 14, 1995.

                                           INTERNATIONAL DAIRY QUEEN, INC.


                                           By  /s/ Michael P. Sullivan    
                                              -------------------------------
                                                   Michael P. Sullivan
                                                   President


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Michael P. Sullivan and Charles W. Mooty, and 
each or any one of them, his or her true and lawful attorney-in-fact and 
agent, each acting alone, with full powers of substitution and resubstitution, 
for him or her and in his or her name, place, and stead, in any and all 
capacities, to sign any or all amendments (including post-effective 
amendments) and supplements to this Registration Statement, and to file the 
same, with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, each acting alone, full power and authority to do and perform 
each and every act and thing requisite or necessary to be done in and about 
the premises, as fully to all intents and purposes as he or she might or could 
do in person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, each acting alone, or his substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

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

Signature                        Title                              Date
/s/ Michael P. Sullivan   President and Chief Executive        April 13, 1995
- ------------------------  Officer (Principal Executive      
Michael P. Sullivan       Officer) and a Director
/s/ Charles W. Mooty      Chief Financial Officer,             April 13, 1995
- ------------------------  Vice President and Treasurer 
Charles W. Mooty          (Principal Financial Officer)
/s/ David M. Bond         Secretary, Assistant Treasurer       April 13, 1995
- ------------------------  and Controller (Principal 
David M. Bond             Accounting Officer)

/s/ Ernest F. Dorn, Jr.   Director                             April 13, 1995
- ------------------------
Ernest F. Dorn, Jr.

- ------------------------
Richard I. Giertsen
<PAGE>
/s/ Frank L. Heit         Director                             April 13, 1995
- ------------------------
Frank L. Heit

________________________  Director
C. David Luther

________________________  Director
Raymond Mithun          

/s/ Jane N. Mooty         Director                             April 13, 1995
- ------------------------          
Jane N. Mooty

/s/ John W. Mooty         Director                             April 13, 1995
- ------------------------  
John W. Mooty

________________________  Director
Raymond C. Schweigert
<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT                                                                 PAGE
  4.1    Restated Certificate of Incorporation, as amended               *

  5.1    Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.            6

 23.1    Consent of Ernst & Young LLP                                    7

 23.2    Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.           --
         (contained in Exhibit 5.1 to this Registration Statement)

 24.1    Power of Attorney (included on the signature page of this      --
         Registration Statement)

___________________
*   Incorporated by reference to the Company's Annual Report on Form 10-K 
    for the fiscal year ended November 30, 1991.<PAGE>

<PAGE>
                                                                 EXHIBIT 5.1
                                      April 12, 1995

INTERNATIONAL DAIRY QUEEN, INC.
7505 Metro Boulevard
Edina, MN  55439

     Re:   Stock Option Plan of 1993 / Registration Statement on Form S-8

Gentlemen:

     This opinion is furnished in connection with the registration, pursuant 
to the Securities Act of 1933, as amended ("Act"), of 600,000 shares 
("Shares") of the Class A Common Stock, par value $.01 per share ("Common 
Stock"), of International Dairy Queen, Inc. ("Company"), which may be issued 
upon the exercise of options granted under the Company's Stock Option Plan of 
1993 ("Plan").  We have examined such documents, certificates, and records as 
we considered necessary for the purposes of this opinion.

     Based upon the foregoing, we are of the opinion that upon the issuance 
and delivery of the Shares in accordance with the terms of the Plan, the 
Shares will be validly issued, fully paid and non-assessable shares of the 
Company's Common Stock.

     We understand that this opinion is to be used in connection with the 
Registration Statement and hereby consent to the filing of a copy of this 
opinion as an exhibit to the Registration Statement.

                                       Very truly yours,

                                       GRAY, PLANT, MOOTY,
                                         MOOTY & BENNETT, P.A.


                                    By /s/ Lindley S. Branson


<PAGE>
<PAGE>
                                                                 EXHIBIT 23.1



                Consent of Ernst & Young LLP, Independent Auditors
                --------------------------------------------------

     We consent to the incorporation by reference in this registration 
statement (Form S-8) pertaining to the International Dairy Queen, Inc. Stock 
Option Plan of 1993 of our reports dated January 12, 1995, with respect to the 
consolidated financial statements of International Dairy Queen, Inc. 
incorporated by reference in its Annual Report (Form 10-K) for the year ended 
November 30, 1994 and the related financial statement schedule included 
therein, filed with the Securities and Exchange Commission.


                                   /s/ Ernst & Young LLP


Minneapolis, Minnesota
April 14, 1995





<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10779}]
{"company-data": {"conformed-name": "INTERNATIONAL DAIRY QUEEN INC", "cik": "0000051207", "assigned-sic": "5140", "irs-number": "410852869", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58615", "film-number": "95528829"}, "business-address": {"street1": "7505 METRO BLVD", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439-0286", "phone": "6128300200"}, "mail-address": {"street1": "PO BOX 39286", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439-0286"}}
As filed with the Securities & Exchange Commission on April 14, 1995

                                  Registration No. 33-________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           

                                   FORM S-8

                             REGISTRATION STATEMENT
                                   Under the
                             SECURITIES ACT OF 1933
                          

                        INTERNATIONAL DAIRY QUEEN, INC.
              (Exact name of issuer as specified in its charter)

          Delaware                                   41-0852869
(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)                                  

                             7505 Metro Boulevard             
                           Edina, Minnesota  55439         
                 (Address of principal executive offices)       

         International Dairy Queen, Inc. Stock Option Plan of 1993      
                            (Full title of the Plan)         

                               Michael P. Sullivan            
                              7505 Metro Boulevard        
                             Edina, Minnesota 55439
                   (Name and address of agent for service)

                                (612) 830-0200
          (Telephone number, including area code, of agent for service)
                         

                        CALCULATION OF REGISTRATION FEE

  Title of       Amount      Proposed maximum  Proposed maximum    Amount of
securities to    to be       offering price    aggregate offering  registration
be registered    registered  per share (1)     price (1)           fee (1)
- -------------    ----------  ----------------  ------------------  ------------
Class A Common   600,000     $18.125           $10,875,000         $3,750
Stock, $.01 par
value per share

(1)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c) and (h) of Regulation C, based upon a price of $18.125 
per share, which represents the average of the high and low sales reported for 
such stock in the NASDAQ National Market System for April  6, 1995.
INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company is subject to the information requirements of the Securities 
Exchange Act of 1934, as amended ("1934 Act"), and, in accordance therewith, 
files reports and other information with the Securities and Exchange 
Commission ("Commission").  As this Registration Statement relates to the 
registration of additional securities under a previously filed registration 
statement on Form S-8, the following document, which has been filed by the 
Company with the Commission, is incorporated by reference in this 
registration statement:

     The registration of the Company's Common Stock on Form S-8 
     (File No. 33-52781).

     All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act 
(File No. 0-6116), prior to the filing of a post-effective amendment that 
indicates that all securities offered have been sold or that deregisters 
all securities then remaining unsold, shall be deemed to be incorporated by 
reference herein and to be a part hereof from the date of filing such 
documents.

                                    EXHIBITS

     4.1       Restated Certificate of Incorporation*, as amended

     5.1       Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.

    23.1       Consent of Ernst & Young LLP

    23.2       Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. 
               (Exhibit 5.1 to this Registration Statement)

    24.1       Power of Attorney (included on signature page to this 
               Registration Statement)

                       
*   Incorporated by reference to the Company's Annual Report on Form 10-K for 
    the fiscal year ended November 30, 1991.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Minneapolis, State of Minnesota, on April 14, 1995.

                                           INTERNATIONAL DAIRY QUEEN, INC.

                                           By  /s/ Michael P. Sullivan    
                                              -------------------------------
                                                   Michael P. Sullivan
                                                   President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Michael P. Sullivan and Charles W. Mooty, and 
each or any one of them, his or her true and lawful attorney-in-fact and 
agent, each acting alone, with full powers of substitution and resubstitution, 
for him or her and in his or her name, place, and stead, in any and all 
capacities, to sign any or all amendments (including post-effective 
amendments) and supplements to this Registration Statement, and to file the 
same, with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, each acting alone, full power and authority to do and perform 
each and every act and thing requisite or necessary to be done in and about 
the premises, as fully to all intents and purposes as he or she might or could 
do in person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, each acting alone, or his substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

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

Signature                        Title                              Date
/s/ Michael P. Sullivan   President and Chief Executive        April 13, 1995
- ------------------------  Officer (Principal Executive      
Michael P. Sullivan       Officer) and a Director
/s/ Charles W. Mooty      Chief Financial Officer,             April 13, 1995
- ------------------------  Vice President and Treasurer 
Charles W. Mooty          (Principal Financial Officer)
/s/ David M. Bond         Secretary, Assistant Treasurer       April 13, 1995
- ------------------------  and Controller (Principal 
David M. Bond             Accounting Officer)

/s/ Ernest F. Dorn, Jr.   Director                             April 13, 1995
- ------------------------
Ernest F. Dorn, Jr.

- ------------------------
Richard I. Giertsen
/s/ Frank L. Heit         Director                             April 13, 1995
- ------------------------
Frank L. Heit

________________________  Director
C. David Luther

________________________  Director
Raymond Mithun          

/s/ Jane N. Mooty         Director                             April 13, 1995
- ------------------------          
Jane N. Mooty

/s/ John W. Mooty         Director                             April 13, 1995
- ------------------------  
John W. Mooty

________________________  Director
Raymond C. Schweigert
INDEX TO EXHIBITS

EXHIBIT                                                                 PAGE
  4.1    Restated Certificate of Incorporation, as amended               *

  5.1    Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.            6

 23.1    Consent of Ernst & Young LLP                                    7

 23.2    Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.           --
         (contained in Exhibit 5.1 to this Registration Statement)

 24.1    Power of Attorney (included on the signature page of this      --
         Registration Statement)

___________________
*   Incorporated by reference to the Company's Annual Report on Form 10-K 
    for the fiscal year ended November 30, 1991.
EXHIBIT 5.1
                                      April 12, 1995

INTERNATIONAL DAIRY QUEEN, INC.
7505 Metro Boulevard
Edina, MN  55439

     Re:   Stock Option Plan of 1993 / Registration Statement on Form S-8

Gentlemen:

     This opinion is furnished in connection with the registration, pursuant 
to the Securities Act of 1933, as amended ("Act"), of 600,000 shares 
("Shares") of the Class A Common Stock, par value $.01 per share ("Common 
Stock"), of International Dairy Queen, Inc. ("Company"), which may be issued 
upon the exercise of options granted under the Company's Stock Option Plan of 
1993 ("Plan").  We have examined such documents, certificates, and records as 
we considered necessary for the purposes of this opinion.

     Based upon the foregoing, we are of the opinion that upon the issuance 
and delivery of the Shares in accordance with the terms of the Plan, the 
Shares will be validly issued, fully paid and non-assessable shares of the 
Company's Common Stock.

     We understand that this opinion is to be used in connection with the 
Registration Statement and hereby consent to the filing of a copy of this 
opinion as an exhibit to the Registration Statement.

                                       Very truly yours,

                                       GRAY, PLANT, MOOTY,
                                         MOOTY & BENNETT, P.A.

                                    By /s/ Lindley S. Branson
EXHIBIT 23.1

                Consent of Ernst & Young LLP, Independent Auditors
                --------------------------------------------------

     We consent to the incorporation by reference in this registration 
statement (Form S-8) pertaining to the International Dairy Queen, Inc. Stock 
Option Plan of 1993 of our reports dated January 12, 1995, with respect to the 
consolidated financial statements of International Dairy Queen, Inc. 
incorporated by reference in its Annual Report (Form 10-K) for the year ended 
November 30, 1994 and the related financial statement schedule included 
therein, filed with the Securities and Exchange Commission.

                                   /s/ Ernst & Young LLP

Minneapolis, Minnesota
April 14, 1995