3




As  filed  with  the  Securities  and  Exchange  Commission  on  May  21,  2004
     Registration  No.  333-____
_
________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            THE STEAK N SHAKE COMPANY
             (Exact name of registrant as specified in its charter)

                             INDIANA     37-0684070
              (State or other jurisdiction of     (I.R.S. Employer
             Incorporation or organization)     Identification No.)

                              500 CENTURY BUILDING
                          36 SOUTH PENNSYLVANIA STREET
                             INDIANAPOLIS, IN 46204
                                 (317) 633-4100
          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)

               AMENDED AND RESTATED 1997 CAPITAL APPRECIATION PLAN
                         2000 DIRECTOR STOCK OPTION PLAN
                         2002 DIRECTOR STOCK OPTION PLAN
                         2003 DIRECTOR STOCK OPTION PLAN
                         2004 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)

                                 DAVID C. MILNE
                          GENERAL COUNSEL AND SECRETARY
                            THE STEAK N SHAKE COMPANY
                          36 SOUTH PENNSYLVANIA STREET
                             INDIANAPOLIS, IN 46204
                     (Name and address of agent for service)
                                 (317) 633-4100
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                DAVID C. WORRELL
                                 BAKER & DANIELS
                             300 N. MERIDIAN STREET
                             INDIANAPOLIS, IN 46204
                                 (317) 237-0300

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE


<S>                              <C>             <C>                           <C>                            <C>
TITLE OF EACH CLASS OF. . . . .  AMOUNT TO BE       PROPOSED MAXIMUM              PROPOSED MAXIMUM               AMOUNT OF
SECURITIES TO BE REGISTERED . .  REGISTERED (1)  OFFERING PRICE PER UNIT (2)   AGGREGATE OFFERING PRICE (2)   REGISTRATION FEE
-------------------------------  --------------  ----------------------------  -----------------------------  -----------------
Common Stock, $.50 stated value     640,500               $17.38                      $11,131,890                  $1,410.41
-------------------------------  --------------  ----------------------------  -----------------------------  -----------------
Preferred Stock Purchase Rights       (3)                   (3)                           (3)                          (3)



(1)     Together  with  an  indeterminate  number  of additional shares which may be necessary to adjust their number of shares
reserved  for the issuance pursuant to the Steak n Shake Amended and Restated 1997 Capital Appreciation Plan, the 2000 Director
Stock Option Plan, the 2002 Director Stock Option Plan, the 2003 Director Stock Option Plan, and the 2004 Director Stock Option
Plan  (the "Plans") as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock pursuant
to  Rule  416(a).
(2)     Estimated  solely  for  the  purpose  of  calculating  the  registration  fee  in accordance with Rule 457(h) under the
Securities  Act  of  1933,  based  upon  the  average  of  the  high and low sale prices reported on the NYSE for May 17, 2004.
(3)     This  Registration  Statement also covers rights to purchase shares of Series A Preferred Stock, no stated value, which
are  attached to and trade with the Common Stock. No additional consideration will be received by the Registrant for the rights
</TABLE>





<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
     The  shares  of  common  stock  being  registered consist of the following:
Amended  and  Restated  1997  Capital Appreciation Plan - 500,000; 2000 Director
Stock  Option  Plan  -  16,500;  2002  Director Stock Option Plan - 35,000; 2003
Director  Stock  Option Plan - 46,000; 2004 Director Stock Option Plan - 43,000.

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement on Form S-8 will be sent or given to participants in the
plan  as  specified  under  Rule  428(b)(1) under the Securities Exchange Act of
1933, as amended (the "Securities Act").  Such documents are not required to be,
and  are  not  being,  filed  by  The  Steak  n  Shake Company (the "Company" or
"Registrant")  with  the  Securities and Exchange Commission (the "Commission"),
either  as  part of this Registration Statement or as prospectuses or prospectus
supplements  pursuant  to  Rule  424  under the Securities Act.  Such documents,
together  with the documents incorporated by reference herein pursuant to Item 3
of  Part  II of this Registration Statement on Form S-8, constitute a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Securities  Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
     The  following  documents  filed  by  the  company  with the Commission are
incorporated  herein  by  reference:
(a)  The  Company's  Annual  Report  on  Form  10-K  for  the  fiscal year ended
     September  24,  2003.
(b)  The  Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
     December  17,  2003  and  April  7,  2004.
(c)  The  Company's  Current  Reports  on  Form 8-K filed with the Commission on
     November  12,  2003,  January  20, 2004, February 12, 2004 and May 4, 2004.
(d)  The  description  of  the  Company's  Common Stock that is contained in its
     Registration Statement on Form 8-A filed under Section 12 of the Securities
     Act,  on  May  21,  1997, including any amendments or reports filed for the
     purpose  of  updating  such  description.
(e)  The  description  of  the Company's preferred stock purchase rights that is
     contained  in its Registration Statement on Form 8-A filed under Section 12
     of  the  Securities Act, on May 17, 2001, including any amendment or report
     filed  for  the  purpose  of  updating  such  description.

     All  documents  filed  by the Company pursuant to Sections 13(a), 13(c), 14
and  15(d)  of  the  Exchange  Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that  all  of  the securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing  of  those documents.  Any statement contained in a document incorporated
or  deemed to be incorporated by reference herein shall be deemed to be modified
or  superseded  for purposes of this Registration Statement to the extent that a
statement  contained  herein  or  in any other subsequently filed document which
also  is  or  is  deemed  to  be  incorporated  by  reference herein modifies or
supersedes  such  statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration  Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES.
     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Indiana  Business  Corporation  Law  ("BCL"),  the provisions of which
govern  the Registrant, empowers an Indiana corporation to indemnify present and
former  directors,  officers,  employees  or  agents  or any person who may have
served  at  the  request  of the corporation as a director, officer, employee or
agent  of another corporation ("Eligible Persons") against liability incurred in
any  proceeding, civil or criminal, in which the Eligible Person is made a party
by  reason  of  being  or having been in any such capacity or arising out of his
status  as  such,  if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, (b)
if  the  challenged  action  was  taken  other than in the individual's official
capacity  as  an  officer, director, employee or agent, the individual's conduct
was  at  least  not  opposed  to  the  corporation's best interests, or (c) if a
criminal  proceeding,  either the individual had reasonable cause to believe his
or  her  conduct was lawful or no reasonable cause to believe his or her conduct
was  unlawful.

The  BCL  further  empowers  a  corporation  to  pay or reimburse the reasonable
expenses  incurred  by  an Eligible Person in connection with the defense of any
such  claim  including  counsel  fees,  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is  required  to  indemnify an Eligible Person
against  reasonable  expenses  if  he  or  she  is wholly successful in any such
proceeding,  on  the  merits  or  otherwise.  Under  certain  circumstances,  a
corporation  may  pay  or  reimburse  an Eligible Person for reasonable expenses
prior  to  final  disposition of the matter.  Unless a corporation's Articles of
Incorporation  otherwise  provide,  an  Eligible  Person  may  apply  for
indemnification  to a court which may order indemnification upon a determination
that  the  Eligible  Person  is  entitled  to indemnification in view of all the
relevant  circumstances  without  regard to whether his or her actions satisfied
the  appropriate  standard  of  conduct.

Before  a  corporation  may  indemnify  any Eligible Person against liability or
reasonable  expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in  the  specific  circumstances  because  an  Eligible Person met the requisite
standard  of  conduct,  (2)  authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If  it  is  not  possible  to  obtain  a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who  are  not  parties to the proceeding, special legal counsel
selected  by  the Board of Directors or such a committee, or by the shareholders
of  the  corporation.

In  addition  to  the  foregoing,  the  BCL  states  that the indemnification it
provides  shall  not  be  deemed  exclusive  of  any other rights to which those
indemnified  may  be  entitled  under  any  provision  of  the  Articles  of
Incorporation,  bylaws,  resolution or other authorization adopted, after notice
by  a  majority  vote of all the voting shares then issued and outstanding.  The
BCL  also  empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by  him  or  her in any capacity as such, or arising out of his or her status as
such,  whether  or not the corporation would have had the power to indemnify him
or  her  against  such  liability.

The  Amended  and  Restated  Articles  of  Incorporation  and  the Bylaws of the
Registrant  contain  provisions  pursuant to which the officers and directors of
the  Registrant  are  entitled  to  indemnification as a matter of right against
expenses  and  liabilities  incurred  by them by reason of their having acted in
such capacities if such person has been wholly successful in the defense of such
claims  or acted in good faith in what he or she reasonably believed to be in or
not  opposed  to  the  best  interests  of  the Registrant.  Such rights are not
exclusive  of  any  other rights of indemnification to which such persons may be
entitled  by  contract  or  a  matter  of  law.

The  Registrant  maintains  directors'  and  officers'  liability insurance, the
effect of which is to indemnify the directors and officers of the Registrant and
its subsidiaries against certain losses caused by errors, misleading statements,
wrongful  acts,  omissions,  neglect  or  breach  of  duty by them of any matter
claimed  against  them  in  their  capacities  as  directors  or  officers.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.
     Not  applicable.

ITEM  8.     EXHIBITS.
     See  Index  to  Exhibits.

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
          prospectus required by Section 10(a)(3) of the Securities Act of 1933.
     (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 the 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 this
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 Act and will be governed by the final adjudication of
such  issue.

<PAGE>
                                       S-2
                                   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  Indianapolis,  State of Indiana, on May 21, 2004.
THE  STEAK  N  SHAKE  COMPANY

By:/s/  David  C.  Milne
   ---------------------
David  C.  Milne
General  Counsel  and  Secretary

                                POWER OF ATTORNEY

Each  person  whose  signature appears below on this registration statement
hereby constitutes and appoints David C. Milne, with full power to act as his or
her  true and lawful attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any  and  all  capacities  (unless  revoked  in  writing),  to  sign any and all
amendments  to the Registrant's Form S-8 Registration Statement, and to file the
same,  with  all  exhibits thereto, and other documents in connection therewith,
with  the  Securities and Exchange Commission, granting to such attorney-in-fact
and  agent  full  power  and  authority to do and perform each and every act and
thing  requisite  and  necessary to be done in connection therewith, as fully to
all  intents  and  purposes  as  he  or she might and could do in person, hereby
ratifying  and  confirming  all  that  such  attorney-in-fact  and  agent 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 by the following persons in the capacities indicated
as  of  May  21,  2004.

SIGNATURE                                         TITLE
---------                                         -----
/s/  Alan  B.  Gilman                            Chairman
---------------------
Alan  B.  Gilman

/s/  Jeffrey  A.  Blade                    Senior  Vice  President
-----------------------        (Principal  Financial  and  Accounting Officer)
Jeffrey  A.  Blade

/s/  Peter  M.  Dunn             President  and  Chief  Executive  Officer
--------------------                   (Principal  Executive  Officer)
Peter  M.  Dunn

/s/  Stephen  Goldsmith                           Director
-----------------------
Stephen  Goldsmith

/s/  Wayne  L.  Kelley                            Director
----------------------
Wayne  L.  Kelley

/s/  Charles  E.  Lanham                          Director
------------------------
Charles  E.  Lanham

/s/  Ruth  J.  Person                             Director
---------------------
Ruth  J.  Person

/s/  J.  Fred  Risk                               Director
-------------------
J.  Fred  Risk

/s/  John  W.  Ryan                               Director
-------------------
John  W.  Ryan

/s/  James  Williamson  Jr.                       Director
---------------------------
James  Williamson  Jr.

<PAGE>

                            THE STEAK N SHAKE COMPANY
                                INDEX TO EXHIBITS
EXHIBIT  NO.          DESCRIPTION  OF  EXHIBIT
------------          ------------------------
4.1          Amended and Restated Articles of Incorporation of The Steak n Shake
Company,  filed  March 27, 2002.  (Incorporated by reference to the Registrant's
definitive  Proxy  Statement  dated December 19, 2001 related to the 2002 Annual
Meeting  of  Shareholders).

4.2          Restated  Bylaws  of  The  Steak n Shake Company as of May 16,2001.
(Incorporated  by reference to Exhibit 3.08 to the Registrant's Annual Report on
Form  10-K  for  the  year  ended  September  26,  2001).

4.3          Specimen  certificate for Common Stock of The Steak n Shake Company
(formerly  Consolidated  Products, Inc.).  (Incorporated by reference to Exhibit
4.01 to the Registrant's Form 10-Q Report for the fiscal quarter ended April 11,
2001.)

4.4          Rights Agreement dated as of May 16, 2001 between The Steak n Shake
Company  and  Computershare  Investor  Services,  LLC,  as  Rights  Agent.
(Incorporated  by  reference to Exhibit 4.01 to the Registrant's Form 8-K Report
filed  May  17,  2001.)

4.5          The  Steak  n  Shake  Company  Amended  and  Restated  1997 Capital
Appreciation Plan.  (Incorporated by reference to Appendix B to the Registrant's
definitive  Proxy  Statement dated December 19, 2003, related to the 2004 Annual
Meeting  of  Shareholders).

4.6          Form  of  option  agreement  related  to 2000 Non-employee Director
Stock  Option Program and schedule relating thereto.  (Incorporated by reference
to  Exhibit  10.22  to  the  Registrant's  Quarterly Report on Form 10-Q for the
fiscal  quarter  ended  July  5,  2000).

4.7          Form  of  option  agreement  related  to 2002 Non-employee Director
Stock  Option Program and schedule relating thereto.  (Incorporated by reference
to  Exhibit  10.14  to  the  Registrant's  Quarterly Report on Form 10-Q for the
fiscal  quarter  ended  December  19,  2001).

4.8          The  Steak  n  Shake  Company's  2003  Director  Stock Option Plan.
(Incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on
Form  10-K  for  the  year  ended  September  24,  2003).

4.9          The  Steak  n  Shake  Company's  2004  Director  Stock Option Plan.
(Incorporated  by  reference  to Appendix C to the Registrant's definitive Proxy
Statement  dated  December  19,  2003,  relating  to  the 2004 Annual Meeting of
Shareholders).

5.1          Opinion  of  Baker  &  Daniels.

23.1          Consent  of  Baker  &  Daniels  (Included as part of Exhibit 5.1).

23.2          Consent  of  Deloitte  &  Touche  LLP.

23.3          Consent  of  Ernst  &  Young  LLP.

24.1          Power  of  Attorney  (See  Signature  Page).








                                                                     Exhibit 5.1
                                                                     -----------
                                 BAKER & DANIELS
                      300 NORTH MERIDIAN STREET, SUITE 2700
                          INDIANAPOLIS, INDIANA  46204
                  TEL:  (317) 237-0300    FAX:  (317) 237-1000

May  21,  2004
The  Steak  n  Shake  Company
500  Century  Building
36  South  Pennsylvania  Street
Indianapolis,  IN  46204

       Re:     Registration  Statement  on  Form  S-8
               --------------------------------------
Ladies  and  Gentlemen:

     We  have  acted  as  counsel  to  The  Steak  n  Shake  Company, an Indiana
corporation  (the "Company"), in connection with the preparation and filing with
the  Securities  and  Exchange  Commission  (the  "Commission") of the Company's
Registration  Statement  on  Form  S-8  (the "Registration Statement") under the
Securities  Act  of 1933, as amended (the "Act"), registering the offer and sale
of  an aggregate of 640,500 shares (the "Shares") of the Company's common stock,
$0.50  stated  value,  and  the  related  preferred  stock  purchase rights (the
"Rights,"  and  collectively with the Shares, the "Securities"), pursuant to the
Company's Amended and Restated 1997 Capital Appreciation Plan, the 2000 Director
Stock  Option Plan, the 2002 Director Stock Option Plan, the 2003 Director Stock
Option Plan and the 2004 Director Stock Option Plan (collectively, the "Plans").

     We  have  examined  the  Registration  Statement,  the Amended and Restated
Articles  of  Incorporation  and Restated By-Laws of the Company, minutes of the
proceedings  of the Company's Board of Directors authorizing the issuance of the
Securities,  and  such other documents as we have considered necessary.  We have
also  examined  a  Certificate of Secretary of the Company dated the date hereof
(the  "Certificate").  In such examination, we have assumed, without independent
investigation,  the  genuineness  of  all  signatures, the legal capacity of all
individuals  who  have executed any of the aforesaid documents, the authenticity
of  all documents submitted to us as originals, the conformity with originals of
all  documents  submitted to us as copies (and the authenticity of the originals
of such copies), and that all public records reviewed are accurate and complete.
As  to  factual  matters,  we  have  relied on the certifications, statements or
representations  of  the  Company  (including  the  Certificate)  and  have  not
independently  verified  the  matters  stated  therein.

     For  purposes  of  this  opinion,  we  have assumed that the Shares will be
issued  in  accordance  with  the  terms of the Plans and any shares of Series A
Preferred  Stock issued upon exercise of the Rights will be issued in accordance
with  the  Company's  Amended  and Restated Articles of Incorporation and Rights
Agreement.

     Based on the foregoing, we are of the opinion that the Securities have been
duly authorized and, when the Securities have been issued in accordance with the
Plans,  the  Securities  will  be validly issued, fully paid and non-assessable.

     This opinion letter is solely for the use of the Company in connection with
the  Registration  Statement.  This  opinion  may  not be relied on by any other
person  or  in  any  other  connection without our prior written approval.  This
opinion  is limited to the matters set forth herein, and no other opinion should
be  inferred  beyond  the  matters  expressly  stated.

     Our  opinion  expressed  above  is limited to the federal law of the United
States  and  the  laws  of  the  State  of  Indiana.

     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration  Statement.  In giving such consent, we do not thereby concede that
we  are within the category of persons whose consent is required under Section 7
of  the  Act  or  the  Rules  and  Regulations  of  the  Commission  thereunder.


                                      Very  truly  yours,
                                      /s/  Baker  &  Daniels


                                                                    EXHIBIT 23.2



INDEPENDENT  AUDITORS'  CONSENT

We  consent  to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated November 20, 2003, incorporated by reference in the
Annual  Report  on  Form  10-K  of  The Steak n Shake Company for the year ended
September  24,  2003.

/s/  Deloitte  &  Touche  LLP

Indianapolis,  Indiana
May  20,  2004



                                                                    EXHIBIT 23.3

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended and Restated 1997 Capital Appreciation Plan, and
the 2000, 2002, 2003, and 2004 Director Stock Option Plans of The Steak n Shake
Company of our  report  dated December 3, 2002, with respect to the consolidated
Financial statements  of The Steak n Shake Company incorporated by reference in
its Annual Report (Form 10-K) for  the  year  ended  September  24, 2003, filed
with the Securities  and  Exchange  Commission.

/s/ Ernst & Young LLP

May 19, 2004
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{"company-data": {"conformed-name": "STEAK & SHAKE CO", "cik": "0000093859", "assigned-sic": "5812", "irs-number": "370684070", "state-of-incorporation": "IN", "fiscal-year-end": "0929"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115728", "film-number": "04823790"}, "business-address": {"street1": "36 S PENNSYLVANIA ST", "street2": "CENTURY BLDG - 500", "city": "INDIANAPOLIS", "state": "IN", "zip": "46236", "phone": "3176334100"}, "mail-address": {"street1": "36 S PENNSYLVANIA ST", "street2": "CENTURY BLDG - 500", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}, "former-company": [{"former-conformed-name": "CONSOLIDATED PRODUCTS INC /IN/", "date-changed": "19920703"}, {"former-conformed-name": "STEAK N SHAKE INC", "date-changed": "19840529"}]}
3

As  filed  with  the  Securities  and  Exchange  Commission  on  May  21,  2004
     Registration  No.  333-____
_
________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            THE STEAK N SHAKE COMPANY
             (Exact name of registrant as specified in its charter)

                             INDIANA     37-0684070
              (State or other jurisdiction of     (I.R.S. Employer
             Incorporation or organization)     Identification No.)

                              500 CENTURY BUILDING
                          36 SOUTH PENNSYLVANIA STREET
                             INDIANAPOLIS, IN 46204
                                 (317) 633-4100
          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)

               AMENDED AND RESTATED 1997 CAPITAL APPRECIATION PLAN
                         2000 DIRECTOR STOCK OPTION PLAN
                         2002 DIRECTOR STOCK OPTION PLAN
                         2003 DIRECTOR STOCK OPTION PLAN
                         2004 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)

                                 DAVID C. MILNE
                          GENERAL COUNSEL AND SECRETARY
                            THE STEAK N SHAKE COMPANY
                          36 SOUTH PENNSYLVANIA STREET
                             INDIANAPOLIS, IN 46204
                     (Name and address of agent for service)
                                 (317) 633-4100
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                DAVID C. WORRELL
                                 BAKER & DANIELS
                             300 N. MERIDIAN STREET
                             INDIANAPOLIS, IN 46204
                                 (317) 237-0300
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF. . . . .  AMOUNT TO BE       PROPOSED MAXIMUM              PROPOSED MAXIMUM               AMOUNT OF
SECURITIES TO BE REGISTERED . .  REGISTERED (1)  OFFERING PRICE PER UNIT (2)   AGGREGATE OFFERING PRICE (2)   REGISTRATION FEE
-------------------------------  --------------  ----------------------------  -----------------------------  -----------------
Common Stock, $.50 stated value     640,500               $17.38                      $11,131,890                  $1,410.41
-------------------------------  --------------  ----------------------------  -----------------------------  -----------------
Preferred Stock Purchase Rights       (3)                   (3)                           (3)                          (3)

(1)     Together  with  an  indeterminate  number  of additional shares which may be necessary to adjust their number of shares
reserved  for the issuance pursuant to the Steak n Shake Amended and Restated 1997 Capital Appreciation Plan, the 2000 Director
Stock Option Plan, the 2002 Director Stock Option Plan, the 2003 Director Stock Option Plan, and the 2004 Director Stock Option
Plan  (the "Plans") as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock pursuant
to  Rule  416(a).
(2)     Estimated  solely  for  the  purpose  of  calculating  the  registration  fee  in accordance with Rule 457(h) under the
Securities  Act  of  1933,  based  upon  the  average  of  the  high and low sale prices reported on the NYSE for May 17, 2004.
(3)     This  Registration  Statement also covers rights to purchase shares of Series A Preferred Stock, no stated value, which
are  attached to and trade with the Common Stock. No additional consideration will be received by the Registrant for the rights
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
     The  shares  of  common  stock  being  registered consist of the following:
Amended  and  Restated  1997  Capital Appreciation Plan - 500,000; 2000 Director
Stock  Option  Plan  -  16,500;  2002  Director Stock Option Plan - 35,000; 2003
Director  Stock  Option Plan - 46,000; 2004 Director Stock Option Plan - 43,000.

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement on Form S-8 will be sent or given to participants in the
plan  as  specified  under  Rule  428(b)(1) under the Securities Exchange Act of
1933, as amended (the "Securities Act").  Such documents are not required to be,
and  are  not  being,  filed  by  The  Steak  n  Shake Company (the "Company" or
"Registrant")  with  the  Securities and Exchange Commission (the "Commission"),
either  as  part of this Registration Statement or as prospectuses or prospectus
supplements  pursuant  to  Rule  424  under the Securities Act.  Such documents,
together  with the documents incorporated by reference herein pursuant to Item 3
of  Part  II of this Registration Statement on Form S-8, constitute a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Securities  Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
     The  following  documents  filed  by  the  company  with the Commission are
incorporated  herein  by  reference:
(a)  The  Company's  Annual  Report  on  Form  10-K  for  the  fiscal year ended
     September  24,  2003.
(b)  The  Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
     December  17,  2003  and  April  7,  2004.
(c)  The  Company's  Current  Reports  on  Form 8-K filed with the Commission on
     November  12,  2003,  January  20, 2004, February 12, 2004 and May 4, 2004.
(d)  The  description  of  the  Company's  Common Stock that is contained in its
     Registration Statement on Form 8-A filed under Section 12 of the Securities
     Act,  on  May  21,  1997, including any amendments or reports filed for the
     purpose  of  updating  such  description.
(e)  The  description  of  the Company's preferred stock purchase rights that is
     contained  in its Registration Statement on Form 8-A filed under Section 12
     of  the  Securities Act, on May 17, 2001, including any amendment or report
     filed  for  the  purpose  of  updating  such  description.

     All  documents  filed  by the Company pursuant to Sections 13(a), 13(c), 14
and  15(d)  of  the  Exchange  Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that  all  of  the securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing  of  those documents.  Any statement contained in a document incorporated
or  deemed to be incorporated by reference herein shall be deemed to be modified
or  superseded  for purposes of this Registration Statement to the extent that a
statement  contained  herein  or  in any other subsequently filed document which
also  is  or  is  deemed  to  be  incorporated  by  reference herein modifies or
supersedes  such  statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration  Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES.
     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Indiana  Business  Corporation  Law  ("BCL"),  the provisions of which
govern  the Registrant, empowers an Indiana corporation to indemnify present and
former  directors,  officers,  employees  or  agents  or any person who may have
served  at  the  request  of the corporation as a director, officer, employee or
agent  of another corporation ("Eligible Persons") against liability incurred in
any  proceeding, civil or criminal, in which the Eligible Person is made a party
by  reason  of  being  or having been in any such capacity or arising out of his
status  as  such,  if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, (b)
if  the  challenged  action  was  taken  other than in the individual's official
capacity  as  an  officer, director, employee or agent, the individual's conduct
was  at  least  not  opposed  to  the  corporation's best interests, or (c) if a
criminal  proceeding,  either the individual had reasonable cause to believe his
or  her  conduct was lawful or no reasonable cause to believe his or her conduct
was  unlawful.

The  BCL  further  empowers  a  corporation  to  pay or reimburse the reasonable
expenses  incurred  by  an Eligible Person in connection with the defense of any
such  claim  including  counsel  fees,  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is  required  to  indemnify an Eligible Person
against  reasonable  expenses  if  he  or  she  is wholly successful in any such
proceeding,  on  the  merits  or  otherwise.  Under  certain  circumstances,  a
corporation  may  pay  or  reimburse  an Eligible Person for reasonable expenses
prior  to  final  disposition of the matter.  Unless a corporation's Articles of
Incorporation  otherwise  provide,  an  Eligible  Person  may  apply  for
indemnification  to a court which may order indemnification upon a determination
that  the  Eligible  Person  is  entitled  to indemnification in view of all the
relevant  circumstances  without  regard to whether his or her actions satisfied
the  appropriate  standard  of  conduct.

Before  a  corporation  may  indemnify  any Eligible Person against liability or
reasonable  expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in  the  specific  circumstances  because  an  Eligible Person met the requisite
standard  of  conduct,  (2)  authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If  it  is  not  possible  to  obtain  a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who  are  not  parties to the proceeding, special legal counsel
selected  by  the Board of Directors or such a committee, or by the shareholders
of  the  corporation.

In  addition  to  the  foregoing,  the  BCL  states  that the indemnification it
provides  shall  not  be  deemed  exclusive  of  any other rights to which those
indemnified  may  be  entitled  under  any  provision  of  the  Articles  of
Incorporation,  bylaws,  resolution or other authorization adopted, after notice
by  a  majority  vote of all the voting shares then issued and outstanding.  The
BCL  also  empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by  him  or  her in any capacity as such, or arising out of his or her status as
such,  whether  or not the corporation would have had the power to indemnify him
or  her  against  such  liability.

The  Amended  and  Restated  Articles  of  Incorporation  and  the Bylaws of the
Registrant  contain  provisions  pursuant to which the officers and directors of
the  Registrant  are  entitled  to  indemnification as a matter of right against
expenses  and  liabilities  incurred  by them by reason of their having acted in
such capacities if such person has been wholly successful in the defense of such
claims  or acted in good faith in what he or she reasonably believed to be in or
not  opposed  to  the  best  interests  of  the Registrant.  Such rights are not
exclusive  of  any  other rights of indemnification to which such persons may be
entitled  by  contract  or  a  matter  of  law.

The  Registrant  maintains  directors'  and  officers'  liability insurance, the
effect of which is to indemnify the directors and officers of the Registrant and
its subsidiaries against certain losses caused by errors, misleading statements,
wrongful  acts,  omissions,  neglect  or  breach  of  duty by them of any matter
claimed  against  them  in  their  capacities  as  directors  or  officers.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.
     Not  applicable.

ITEM  8.     EXHIBITS.
     See  Index  to  Exhibits.

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
          prospectus required by Section 10(a)(3) of the Securities Act of 1933.
     (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 the 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 this
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 Act and will be governed by the final adjudication of
such  issue.
S-2
                                   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  Indianapolis,  State of Indiana, on May 21, 2004.
THE  STEAK  N  SHAKE  COMPANY

By:/s/  David  C.  Milne
   ---------------------
David  C.  Milne
General  Counsel  and  Secretary

                                POWER OF ATTORNEY

Each  person  whose  signature appears below on this registration statement
hereby constitutes and appoints David C. Milne, with full power to act as his or
her  true and lawful attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any  and  all  capacities  (unless  revoked  in  writing),  to  sign any and all
amendments  to the Registrant's Form S-8 Registration Statement, and to file the
same,  with  all  exhibits thereto, and other documents in connection therewith,
with  the  Securities and Exchange Commission, granting to such attorney-in-fact
and  agent  full  power  and  authority to do and perform each and every act and
thing  requisite  and  necessary to be done in connection therewith, as fully to
all  intents  and  purposes  as  he  or she might and could do in person, hereby
ratifying  and  confirming  all  that  such  attorney-in-fact  and  agent 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 by the following persons in the capacities indicated
as  of  May  21,  2004.

SIGNATURE                                         TITLE
---------                                         -----
/s/  Alan  B.  Gilman                            Chairman
---------------------
Alan  B.  Gilman

/s/  Jeffrey  A.  Blade                    Senior  Vice  President
-----------------------        (Principal  Financial  and  Accounting Officer)
Jeffrey  A.  Blade

/s/  Peter  M.  Dunn             President  and  Chief  Executive  Officer
--------------------                   (Principal  Executive  Officer)
Peter  M.  Dunn

/s/  Stephen  Goldsmith                           Director
-----------------------
Stephen  Goldsmith

/s/  Wayne  L.  Kelley                            Director
----------------------
Wayne  L.  Kelley

/s/  Charles  E.  Lanham                          Director
------------------------
Charles  E.  Lanham

/s/  Ruth  J.  Person                             Director
---------------------
Ruth  J.  Person

/s/  J.  Fred  Risk                               Director
-------------------
J.  Fred  Risk

/s/  John  W.  Ryan                               Director
-------------------
John  W.  Ryan

/s/  James  Williamson  Jr.                       Director
---------------------------
James  Williamson  Jr.
THE STEAK N SHAKE COMPANY
                                INDEX TO EXHIBITS
EXHIBIT  NO.          DESCRIPTION  OF  EXHIBIT
------------          ------------------------
4.1          Amended and Restated Articles of Incorporation of The Steak n Shake
Company,  filed  March 27, 2002.  (Incorporated by reference to the Registrant's
definitive  Proxy  Statement  dated December 19, 2001 related to the 2002 Annual
Meeting  of  Shareholders).

4.2          Restated  Bylaws  of  The  Steak n Shake Company as of May 16,2001.
(Incorporated  by reference to Exhibit 3.08 to the Registrant's Annual Report on
Form  10-K  for  the  year  ended  September  26,  2001).

4.3          Specimen  certificate for Common Stock of The Steak n Shake Company
(formerly  Consolidated  Products, Inc.).  (Incorporated by reference to Exhibit
4.01 to the Registrant's Form 10-Q Report for the fiscal quarter ended April 11,
2001.)

4.4          Rights Agreement dated as of May 16, 2001 between The Steak n Shake
Company  and  Computershare  Investor  Services,  LLC,  as  Rights  Agent.
(Incorporated  by  reference to Exhibit 4.01 to the Registrant's Form 8-K Report
filed  May  17,  2001.)

4.5          The  Steak  n  Shake  Company  Amended  and  Restated  1997 Capital
Appreciation Plan.  (Incorporated by reference to Appendix B to the Registrant's
definitive  Proxy  Statement dated December 19, 2003, related to the 2004 Annual
Meeting  of  Shareholders).

4.6          Form  of  option  agreement  related  to 2000 Non-employee Director
Stock  Option Program and schedule relating thereto.  (Incorporated by reference
to  Exhibit  10.22  to  the  Registrant's  Quarterly Report on Form 10-Q for the
fiscal  quarter  ended  July  5,  2000).

4.7          Form  of  option  agreement  related  to 2002 Non-employee Director
Stock  Option Program and schedule relating thereto.  (Incorporated by reference
to  Exhibit  10.14  to  the  Registrant's  Quarterly Report on Form 10-Q for the
fiscal  quarter  ended  December  19,  2001).

4.8          The  Steak  n  Shake  Company's  2003  Director  Stock Option Plan.
(Incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on
Form  10-K  for  the  year  ended  September  24,  2003).

4.9          The  Steak  n  Shake  Company's  2004  Director  Stock Option Plan.
(Incorporated  by  reference  to Appendix C to the Registrant's definitive Proxy
Statement  dated  December  19,  2003,  relating  to  the 2004 Annual Meeting of
Shareholders).

5.1          Opinion  of  Baker  &  Daniels.

23.1          Consent  of  Baker  &  Daniels  (Included as part of Exhibit 5.1).

23.2          Consent  of  Deloitte  &  Touche  LLP.

23.3          Consent  of  Ernst  &  Young  LLP.

24.1          Power  of  Attorney  (See  Signature  Page).

                                                                     Exhibit 5.1
                                                                     -----------
                                 BAKER & DANIELS
                      300 NORTH MERIDIAN STREET, SUITE 2700
                          INDIANAPOLIS, INDIANA  46204
                  TEL:  (317) 237-0300    FAX:  (317) 237-1000

May  21,  2004
The  Steak  n  Shake  Company
500  Century  Building
36  South  Pennsylvania  Street
Indianapolis,  IN  46204

       Re:     Registration  Statement  on  Form  S-8
               --------------------------------------
Ladies  and  Gentlemen:

     We  have  acted  as  counsel  to  The  Steak  n  Shake  Company, an Indiana
corporation  (the "Company"), in connection with the preparation and filing with
the  Securities  and  Exchange  Commission  (the  "Commission") of the Company's
Registration  Statement  on  Form  S-8  (the "Registration Statement") under the
Securities  Act  of 1933, as amended (the "Act"), registering the offer and sale
of  an aggregate of 640,500 shares (the "Shares") of the Company's common stock,
$0.50  stated  value,  and  the  related  preferred  stock  purchase rights (the
"Rights,"  and  collectively with the Shares, the "Securities"), pursuant to the
Company's Amended and Restated 1997 Capital Appreciation Plan, the 2000 Director
Stock  Option Plan, the 2002 Director Stock Option Plan, the 2003 Director Stock
Option Plan and the 2004 Director Stock Option Plan (collectively, the "Plans").

     We  have  examined  the  Registration  Statement,  the Amended and Restated
Articles  of  Incorporation  and Restated By-Laws of the Company, minutes of the
proceedings  of the Company's Board of Directors authorizing the issuance of the
Securities,  and  such other documents as we have considered necessary.  We have
also  examined  a  Certificate of Secretary of the Company dated the date hereof
(the  "Certificate").  In such examination, we have assumed, without independent
investigation,  the  genuineness  of  all  signatures, the legal capacity of all
individuals  who  have executed any of the aforesaid documents, the authenticity
of  all documents submitted to us as originals, the conformity with originals of
all  documents  submitted to us as copies (and the authenticity of the originals
of such copies), and that all public records reviewed are accurate and complete.
As  to  factual  matters,  we  have  relied on the certifications, statements or
representations  of  the  Company  (including  the  Certificate)  and  have  not
independently  verified  the  matters  stated  therein.

     For  purposes  of  this  opinion,  we  have assumed that the Shares will be
issued  in  accordance  with  the  terms of the Plans and any shares of Series A
Preferred  Stock issued upon exercise of the Rights will be issued in accordance
with  the  Company's  Amended  and Restated Articles of Incorporation and Rights
Agreement.

     Based on the foregoing, we are of the opinion that the Securities have been
duly authorized and, when the Securities have been issued in accordance with the
Plans,  the  Securities  will  be validly issued, fully paid and non-assessable.

     This opinion letter is solely for the use of the Company in connection with
the  Registration  Statement.  This  opinion  may  not be relied on by any other
person  or  in  any  other  connection without our prior written approval.  This
opinion  is limited to the matters set forth herein, and no other opinion should
be  inferred  beyond  the  matters  expressly  stated.

     Our  opinion  expressed  above  is limited to the federal law of the United
States  and  the  laws  of  the  State  of  Indiana.

     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration  Statement.  In giving such consent, we do not thereby concede that
we  are within the category of persons whose consent is required under Section 7
of  the  Act  or  the  Rules  and  Regulations  of  the  Commission  thereunder.

                                      Very  truly  yours,
                                      /s/  Baker  &  Daniels

                                                                    EXHIBIT 23.2

INDEPENDENT  AUDITORS'  CONSENT

We  consent  to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated November 20, 2003, incorporated by reference in the
Annual  Report  on  Form  10-K  of  The Steak n Shake Company for the year ended
September  24,  2003.

/s/  Deloitte  &  Touche  LLP

Indianapolis,  Indiana
May  20,  2004

                                                                    EXHIBIT 23.3

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended and Restated 1997 Capital Appreciation Plan, and
the 2000, 2002, 2003, and 2004 Director Stock Option Plans of The Steak n Shake
Company of our  report  dated December 3, 2002, with respect to the consolidated
Financial statements  of The Steak n Shake Company incorporated by reference in
its Annual Report (Form 10-K) for  the  year  ended  September  24, 2003, filed
with the Securities  and  Exchange  Commission.

/s/ Ernst & Young LLP

May 19, 2004