As filed with the Securities and Exchange Commission on
                          June 30, 1997

                                   Registration No. 333-_____
                                                                 


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

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

             FOOD COURT ENTERTAINMENT NETWORK, INC.
     (Exact name of Registrant as specified in its charter)

           Delaware                                 51-0338736   
     (State or other juris-                      (I.R.S. Employer
     diction of incorporation                    Identification
     or organization)                            Number)

             Shareholder/Broker Relations Agreement
                      (Full title of Plan)

Food Court Entertainment           James N. Perkins, President
 Network, Inc.                      and Chief Executive Officer
220 East 42nd Street,              Food Court Entertainment
16th Floor                          Network, Inc.
New York, New York 10017           220 East 42nd Street
(212) 983-4500                     16th Floor
(Address, including zip            New York, New York 10017
code, and telephone number,        (212) 983-4500
including area code, of            (Name, address, including zip
Registrant's principal             code, and telephone number,
executive offices)                 including area code, of agent
                                   for service)

                           Copies to:

Stephen F. Ritner, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 964-1480
                      ____________________


<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE                         
                                      Proposed   Proposed
                                      Maximum    Maximum           Amount
Title of each          Amount         Offering   Aggregate         of
Class of Securities    to be          Price      Offering          Registration
to be Registered       Registered     per Unit   Price             Fee         
<S>                    <C>            <C>        <C>               <C>
Series A Common Stock, 100,000        $1.44      $144,000          $43.64(1)
 par value $.01 
 per share

<FN>
(1)  Calculated in accordance with Rule 457, based on the closing price of
     $1.44 as reported on the Nasdaq National Market System on June 24, 1997.

</TABLE>
                                                                 
<PAGE>
                             PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference in
this Registration Statement and made a part hereof:

(a)  The Company's Annual Report on Form 10-KSB for the fiscal
     year ended December 31, 1996;

(b)  The Company's Quarterly Report on Form 10-QSB for the
     quarter ended March 31, 1997;

(c)  The description of the Company's Series A Common Stock as
     set forth in the Company's Registration Statement on
     Form 8-A, filed with the Securities and Exchange Commission
     on September 21, 1995, pursuant to which the Company
     registered the Common Stock under Section 12(g) of the
     Securities Exchange Act of 1934, as amended; and

(d)  All other documents filed by the Company after the date of
     this Registration Statement under Section 13(a), 13(c), 14
     and 15(d) of the Securities Exchange Act of 1934, prior to
     the filing of a post-effective amendment to the Registration
     Statement which indicated that all securities offered have
     been sold or which deregisters all securities then remaining
     in the Registration Statement and to be part thereof from
     the date of filing of such documents.

Item 4.  Description of Securities.

     The description of the Series A Common Stock is incorporated
by reference herein.  See "Item 3.  Incorporation of Documents by
Reference."

Item 5.  Interest of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 ("Section 145") of the Delaware General
Corporation Law (the "DGCL") permits indemnification of
directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain
limitations.  Article VIII of the Company's By-laws provide for
the indemnification of directors, officers and other authorized
representatives of the Company to the maximum extent permitted by
the DGCL.  Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed actions, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer or agent of the corporation or another
enterprise if serving at the request of the corporation. 
Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such actions, suit or
proceeding if the person indemnified acted in good faith and in a
manner such person reasonably believed to be in or not opposed
to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.  Section 145 further
provides that to the extent a director or officer of a
corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.  The
Company's By-laws do not differentiate between derivative actions
and other actions.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Title
------    -----

 4.1      Amended and Restated Certificate of Incorporation of
          Food Court Entertainment Network, Inc.  (Incorporated
          by reference to Exhibit 3.1 to the Registrant's Annual
          Report on Form 10-KSB for the fiscal year ended
          December 31, 1997).

 4.2      Specimen Form of Series A Common Stock Certificate
          (Incorporated by reference to Exhibit 4.1 to the
          Registration Statement on Form SB-2 (File No. 33-91054)
          of Food Court Entertainment Network, Inc.)

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Richard A. Eisner & Company, LLP

24.1      Power of Attorney (included on signature page)

99.1      Shareholder/Broker Relations Agreement.
_____


Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

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

               (i)  To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.

               (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.

                      Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

          (2)  That 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>
                           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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the City of New York,
State of New York on June 16, 1997.

                         FOOD COURT ENTERTAINMENT NETWORK, INC.

                         By:  /s/  James N. Perkins             
                              James N. Perkins,
                              President and
                              Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert H. Lenz,
James N. Perkins, or Stephen F. Ritner, Esquire, and each of
them, his true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacity, to sign any or all
amendments 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
to such attorney-in-fact and agents full power and authority to
do and perform each and every act and this requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.

       Signature


/s/ James N. Perkins       President, Chief    June 16, 1997
James N. Perkins           Executive Officer,
                           and Director
                           (principal executive
                           officer and principal
                           accounting officer)

/s/ Robert H. Lenz         Chairman of the     June 16, 1997
Robert H. Lenz             Board of Directors

/s/ Gary D. Penisten       Director            June 16, 1997
Gary D. Penisten

/s/ Howard W. Phillips     Director            June 16, 1997
Howard W. Phillips

/s/ Robert J. Wussler      Director            June 16, 1997
Robert J. Wussler

/s/ Benjamin Frank         Director            June 16, 1997
Benjamin Frank

/s/ James E. Galton        Director            June 16, 1997
James E. Galton<PAGE>
                          EXHIBIT INDEX

Number    Title
------    -----

 4.1      Amended and Restated Certificate of Incorporation of
          Food Court Entertainment Network, Inc.  (Incorporated
          by reference to Exhibit 3.1 to the Registrant's Annual
          Report on Form 10-KSB for the fiscal year ended
          December 31, 1997).

 4.2      Specimen Form of Series A Common Stock Certificate
          (Incorporated by reference to Exhibit 4.1 to the
          Registration Statement on Form SB-2 (File No. 33-91054)
          of Food Court Entertainment Network, Inc.)

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Richard A. Eisner & Company, LLP

24.1      Power of Attorney (included on signature page)

99.1      Shareholder/Broker Relations Agreement.
_____
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As filed with the Securities and Exchange Commission on
                          June 30, 1997

                                   Registration No. 333-_____
                                                                 

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

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

             FOOD COURT ENTERTAINMENT NETWORK, INC.
     (Exact name of Registrant as specified in its charter)

           Delaware                                 51-0338736   
     (State or other juris-                      (I.R.S. Employer
     diction of incorporation                    Identification
     or organization)                            Number)

             Shareholder/Broker Relations Agreement
                      (Full title of Plan)

Food Court Entertainment           James N. Perkins, President
 Network, Inc.                      and Chief Executive Officer
220 East 42nd Street,              Food Court Entertainment
16th Floor                          Network, Inc.
New York, New York 10017           220 East 42nd Street
(212) 983-4500                     16th Floor
(Address, including zip            New York, New York 10017
code, and telephone number,        (212) 983-4500
including area code, of            (Name, address, including zip
Registrant's principal             code, and telephone number,
executive offices)                 including area code, of agent
                                   for service)

                           Copies to:

Stephen F. Ritner, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 964-1480
                      ____________________
CALCULATION OF REGISTRATION FEE                         
                                      Proposed   Proposed
                                      Maximum    Maximum           Amount
Title of each          Amount         Offering   Aggregate         of
Class of Securities    to be          Price      Offering          Registration
to be Registered       Registered     per Unit   Price             Fee
Series A Common Stock, 100,000        $1.44      $144,000          $43.64(1)
 par value $.01 
 per share
(1)  Calculated in accordance with Rule 457, based on the closing price of
     $1.44 as reported on the Nasdaq National Market System on June 24, 1997.
PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference in
this Registration Statement and made a part hereof:

(a)  The Company's Annual Report on Form 10-KSB for the fiscal
     year ended December 31, 1996;

(b)  The Company's Quarterly Report on Form 10-QSB for the
     quarter ended March 31, 1997;

(c)  The description of the Company's Series A Common Stock as
     set forth in the Company's Registration Statement on
     Form 8-A, filed with the Securities and Exchange Commission
     on September 21, 1995, pursuant to which the Company
     registered the Common Stock under Section 12(g) of the
     Securities Exchange Act of 1934, as amended; and

(d)  All other documents filed by the Company after the date of
     this Registration Statement under Section 13(a), 13(c), 14
     and 15(d) of the Securities Exchange Act of 1934, prior to
     the filing of a post-effective amendment to the Registration
     Statement which indicated that all securities offered have
     been sold or which deregisters all securities then remaining
     in the Registration Statement and to be part thereof from
     the date of filing of such documents.

Item 4.  Description of Securities.

     The description of the Series A Common Stock is incorporated
by reference herein.  See "Item 3.  Incorporation of Documents by
Reference."

Item 5.  Interest of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 ("Section 145") of the Delaware General
Corporation Law (the "DGCL") permits indemnification of
directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain
limitations.  Article VIII of the Company's By-laws provide for
the indemnification of directors, officers and other authorized
representatives of the Company to the maximum extent permitted by
the DGCL.  Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed actions, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer or agent of the corporation or another
enterprise if serving at the request of the corporation. 
Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such actions, suit or
proceeding if the person indemnified acted in good faith and in a
manner such person reasonably believed to be in or not opposed
to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.  Section 145 further
provides that to the extent a director or officer of a
corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.  The
Company's By-laws do not differentiate between derivative actions
and other actions.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Title
------    -----

 4.1      Amended and Restated Certificate of Incorporation of
          Food Court Entertainment Network, Inc.  (Incorporated
          by reference to Exhibit 3.1 to the Registrant's Annual
          Report on Form 10-KSB for the fiscal year ended
          December 31, 1997).

 4.2      Specimen Form of Series A Common Stock Certificate
          (Incorporated by reference to Exhibit 4.1 to the
          Registration Statement on Form SB-2 (File No. 33-91054)
          of Food Court Entertainment Network, Inc.)

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Richard A. Eisner & Company, LLP

24.1      Power of Attorney (included on signature page)

99.1      Shareholder/Broker Relations Agreement.
_____

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

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

               (i)  To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.

               (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.

                      Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

          (2)  That 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.
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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the City of New York,
State of New York on June 16, 1997.

                         FOOD COURT ENTERTAINMENT NETWORK, INC.

                         By:  /s/  James N. Perkins             
                              James N. Perkins,
                              President and
                              Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert H. Lenz,
James N. Perkins, or Stephen F. Ritner, Esquire, and each of
them, his true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacity, to sign any or all
amendments 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
to such attorney-in-fact and agents full power and authority to
do and perform each and every act and this requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.

       Signature

/s/ James N. Perkins       President, Chief    June 16, 1997
James N. Perkins           Executive Officer,
                           and Director
                           (principal executive
                           officer and principal
                           accounting officer)

/s/ Robert H. Lenz         Chairman of the     June 16, 1997
Robert H. Lenz             Board of Directors

/s/ Gary D. Penisten       Director            June 16, 1997
Gary D. Penisten

/s/ Howard W. Phillips     Director            June 16, 1997
Howard W. Phillips

/s/ Robert J. Wussler      Director            June 16, 1997
Robert J. Wussler

/s/ Benjamin Frank         Director            June 16, 1997
Benjamin Frank

/s/ James E. Galton        Director            June 16, 1997
James E. Galton
EXHIBIT INDEX

Number    Title
------    -----

 4.1      Amended and Restated Certificate of Incorporation of
          Food Court Entertainment Network, Inc.  (Incorporated
          by reference to Exhibit 3.1 to the Registrant's Annual
          Report on Form 10-KSB for the fiscal year ended
          December 31, 1997).

 4.2      Specimen Form of Series A Common Stock Certificate
          (Incorporated by reference to Exhibit 4.1 to the
          Registration Statement on Form SB-2 (File No. 33-91054)
          of Food Court Entertainment Network, Inc.)

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Richard A. Eisner & Company, LLP

24.1      Power of Attorney (included on signature page)

99.1      Shareholder/Broker Relations Agreement.
_____