<PAGE>

     As filed with the Securities and Exchange Commission on March 2, 2001
                                                    Registration No. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                              ------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ------------------
                             AFC ENTERPRISES, INC.
            (Exact name of registrant as specified in its charter)


         Minnesota                                              58-2016606
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


                       Six Concourse Parkway, Suite 1700
                         Atlanta, Georgia  30328-5352
                                (770) 391-9500
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                             AFC ENTERPRISES, INC.
                            1992 STOCK OPTION PLAN
          1996 NONQUALIFIED PERFORMANCE STOCK OPTION PLAN--EXECUTIVE
           1996 NONQUALIFIED PERFORMANCE STOCK OPTION PLAN--GENERAL
                      1996 NONQUALIFIED STOCK OPTION PLAN
                   SUBSTITUTE NONQUALIFIED STOCK OPTION PLAN
                           (Full title of the plans)

                               GERALD J. WILKINS
             Executive Vice President and Chief Financial Officer
                             AFC ENTERPRISES, INC.
                       Six Concourse Parkway, Suite 1700
                         Atlanta, Georgia  30328-5352
                                (770) 391-9500
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                              ------------------
                                  Copies to:

     ALLAN J. TANENBAUM                                  THOMAS M. CLEARY
   Senior Vice President,                               Riordan & McKinzie
General Counsel and Secretary                         300 South Grand Avenue
    AFC Enterprises, Inc.                                   29th Floor
    Six Concourse Parkway                         Los Angeles, California  90071
         Suite 1700
Atlanta, Georgia  30328-5352

<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
======================================================================================================
                                               Proposed            Proposed
Title of each class of      Amount             Maximum             Maximum            Amount of
  securities to be          to be            Offering Price        Aggregate         Registration
     registered           Registered          Per Share         Offering Price           Fee
------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                <C>                  <C>
Common Stock, par         6,999,205(1)           (2)             $75,167,953(2)       $18,791.99
value $.01 per share
======================================================================================================
</TABLE>
(1)  Includes 1,091,804 shares issuable pursuant to the Company's 1992 Stock
     Option Plan, 1,004,992 shares issuable pursuant to the Company's 1996
     Nonqualified Performance Stock Option Plan-Executive, 527,412 shares
     issuable pursuant to the Company's 1996 Nonqualified Performance Stock
     Option Plan-General, 4,055,422 shares issuable pursuant to the Company's
     1996 Nonqualified Stock Option Plan, and 319,575 shares issuable pursuant
     to the Company's Substitute Nonqualified Stock Option Plan, as such numbers
     of shares may be adjusted in accordance with said plans in the event of a
     merger, consolidation, reorganization, liquidation, recapitalization, stock
     dividend, stock split, or similar event involving the Company.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     based upon the exercise prices of options which have been granted,
     and the estimated exercise price of options reserved for future grant.
     Of the total number of shares registered herein, a total of 4,119,032
     shares are issuable pursuant to the Company's stock option plans at a
     weighted average exercise price of $6.58 per share ($27,103,230 in the
     aggregate), a total of 590,498 shares are issuable pursuant to such plans
     at an exercise price of $15.00 per share ($8,857,470 in the aggregate), and
     a total of 2,306,309 shares are available for future grant under such plans
     and are being registered herein at $17.00 per share based upon the initial
     offering price of the Company's common stock ($39,207,253 in the
     aggregate). Therefore, the total amount of the offering being registered
     herein is the sum of these aggregate amounts, or $77,167,953.

================================================================================
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

  The following documents which AFC Enterprises, Inc. (the "Company") has filed
with the Securities and Exchange Commission (the "Commission"), are incorporated
by reference into this registration statement:

  (1) The Company's Prospectus filed March 2, 2001 (Commission File No. 333-
      52608) pursuant to Rule 424(b) of the Securities Act of 1933, which
      contains audited and consolidated financial statements for the Company's
      fiscal year ended December 31, 2000, the latest year for which such
      statements have been filed; and

  (2) The description of the Company's securities contained in the Company's
      Registration Statement on Form 8-A (Commission File No. 000-32369) filed
      with the Commission on February 21, 2001.

  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, and prior to the filing of a post-
effective amendment to the registration statement that indicates that all
securities offered hereby have been sold or that deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in any 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 to constitute a part of this
registration statement, except as so modified or superseded.

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 Company's articles of incorporation provide that each of its directors
shall not be personally liable to it or its shareholders for monetary damages
for any breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under sections 302.559 or 80A.23
of the Minnesota Business Corporation Act; (iv) for any transaction from which
the director derived an improper personal benefit; or (v) for any act or
omission occurring prior to the date when the articles of incorporation became
effective.

  The Company's articles of incorporation also provide that if the Minnesota
Business Corporation Act is amended to authorize any further limitation of the
liability of a director, then the liability of a director is eliminated or
limited to the fullest extent permitted by the  amended act.  Further, the
Company's bylaws provide that it shall indemnify its directors and officers to
the maximum extent permitted by law.

  Section 302A.521 of the Minnesota Business Corporation Act requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding, by a reason of the former or present official capacity of the person
with respect to the Company against judgment, penalties, fines, including
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, if, with respect to the acts or omissions of
the person complained of in the proceeding, such person (i) has

                                     II-1
<PAGE>

not been indemnified by another organization or employee benefit plan for the
same judgments, penalties, fines, including without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (ii) acted in good faith; (iii) received
no improper personal benefit, and statutory procedure has been followed in the
case of any conflict of interest by a director; (iv) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested board of directors
present at a meeting at which a disinterested quorum is present, or a designated
committee of disinterested directors, by special legal counsel, by the
disinterested shareholders, or by a court.

  The Company has also entered into indemnification agreements with each of its
directors and officers.  The indemnification agreements may require it, among
other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms.

  The Company carries directors' and officers' liability insurance covering its
directors and officers.

  Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted for directors, officers or persons controlling the Company
pursuant to the foregoing provisions, it has been informed that, in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7.    Exemptions from Registration Claimed.

  Not applicable.

Item 8.    Exhibits.

4.1      Form of the Company's common stock certificate. (x)
4.2      Articles of Incorporation of the Company, as amended. (*)
4.3      Amended and Restated Bylaws of the Company. (*)
5.1      Opinion of Dorsey & Whitney as to the legality of the common stock
         registered hereby.
23.1     Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1).
23.2     Consent of Arthur Andersen LLP.
24.1     Power of Attorney (included on Page II-5 hereto).
99.1     1992 Stock Option Plan of the Company, as amended. (*)
99.2     1996 Nonqualified Performance Stock Option Plan -- Executive of the
         Company. (*)
99.3     1996 Nonqualified Performance Stock Option Plan -- General of the
         Company. (*)
99.4     1996 Nonqualified Stock Option Plan of the Company. (*)
99.5     Substitute Nonqualified Stock Option Plan of the Company. (x)

(*)  Filed as an exhibit to Registration Statement on Form S-4 of the Company
     (Registration No. 333-29731) on July 2, 1997 and incorporated by reference
     herein.

                                     II-2
<PAGE>

(x)  Filed as an exhibit to Registration Statement on Form S-1 of the Company
     (Registration No. 333-52608) on December 22, 2000, as amended on January
     22, 2001, February 9, 2001 and February 28, 2001, and as the same may be
     subsequently amended, and is incorporated by reference herein.

Item 9.    Undertakings.

     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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
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, 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.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities 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.

                                     II-3
<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 Atlanta, State of Georgia, on this 2nd day of March,
2001.

                                    AFC Enterprises, Inc.



                                    By: /s/ Frank J. Belatti
                                       ----------------------------------------
                                       Frank J. Belatti
                                       Chairman of the Board and Chief Executive
                                       Officer

                                     II-4
<PAGE>

                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerald J. Wilkins and Allan J. Tanenbaum, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post effective
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 unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                           Title(s)                              Date
         ---------                           -------                               ----
<S>                               <C>                                       <C>
/s/ Frank J. Belatti              Chairman of the Board and Chief              March 2, 2001
---------------------------       Executive Officer (Principal
Frank J. Belatti                  Executive Officer)

/s/ Gerald J. Wilkins             Executive Vice President and Chief           March 2, 2001
---------------------------       Financial Officer (Principal
Gerald J. Wilkins                 Financial and Accounting
                                  Officer)

/s/ Dick R. Holbrook              President, Chief Operating                   March 2, 2001
---------------------------       Officer and Director
Dick R. Holbrook

/s/ Mark J. Doran                 Director                                     March 2, 2001
---------------------------
Mark J. Doran

/s/ Matt L. Figel                 Director                                     March 2, 2001
---------------------------
Matt L. Figel

/s/ Kelvin J. Pennington          Director                                     March 2, 2001
---------------------------
Kelvin J. Pennington

/s/ John M. Roth                  Director                                     March 2, 2001
---------------------------
John M. Roth
</TABLE>
                                     II-5
<PAGE>

<TABLE>
<CAPTION>

         Signature                           Title(s)                              Date
         ---------                           -------                               ----
<S>                               <C>                                       <C>

/s/ Ronald P. Spogli              Director                                     March 2, 2001
---------------------------
Ronald P. Spogli

/s/ Peter Starrett                Director                                     March 2, 2001
---------------------------
Peter Starrett

/s/ William M. Wardlaw            Director                                     March 2, 2001
---------------------------
William M. Wardlaw
</TABLE>

                                     II-6
<PAGE>

                                 INDEX TO EXHIBITS



4.1  Form of the Company's common stock certificate. (X)
4.2  Articles of Incorporation of the Company, as amended. (*)
4.3  Amended and Restated Bylaws of the Company. (*)
5.1  Opinion of Dorsey & Whitney as to the legality of the common stock
     registered hereby.
23.1 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on Page II-5  hereto).
99.1 1992 Stock Option Plan of the Company, as amended. (*)
99.2 1996 Nonqualified Performance Stock Option Plan -- Executive of the
     Company. (*)
99.3 1996 Nonqualified Performance Stock Option Plan -- General of the Company.
     (*)
99.4 1996 Nonqualified Stock Option Plan of the Company. (*)
99.5 Substitute Nonqualified Stock Option Plan of the Company. (X)

(*)  Filed as an exhibit to Registration Statement on Form S-4 of the Company
     (Registration No. 333-29731) on July 2, 1997 and incorporated by reference
     herein.

(x)  Filed as an exhibit to Registration Statement on Form S-1 of the Company
     (Registration No. 333-52608) on December 22, 2000, as amended on January
     22, 2001, February 9, 2001, and February 28, 2001 and as the same may be
     subsequently amended, and is incorporated by reference herein.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22974}]
{"company-data": {"conformed-name": "AFC ENTERPRISES INC", "cik": "0001041379", "assigned-sic": "5812", "irs-number": "582016606", "state-of-incorporation": "MN", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56444", "film-number": "1560112"}, "business-address": {"street1": "SIX CONCOUSE PARKWAY SUITE 1700", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7703919500"}, "mail-address": {"street1": "SIX CONCOUSE PARKWAY SUITE 1700", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on March 2, 2001
                                                    Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                              ------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ------------------
                             AFC ENTERPRISES, INC.
            (Exact name of registrant as specified in its charter)

         Minnesota                                              58-2016606
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       Six Concourse Parkway, Suite 1700
                         Atlanta, Georgia  30328-5352
                                (770) 391-9500
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                             AFC ENTERPRISES, INC.
                            1992 STOCK OPTION PLAN
          1996 NONQUALIFIED PERFORMANCE STOCK OPTION PLAN--EXECUTIVE
           1996 NONQUALIFIED PERFORMANCE STOCK OPTION PLAN--GENERAL
                      1996 NONQUALIFIED STOCK OPTION PLAN
                   SUBSTITUTE NONQUALIFIED STOCK OPTION PLAN
                           (Full title of the plans)

                               GERALD J. WILKINS
             Executive Vice President and Chief Financial Officer
                             AFC ENTERPRISES, INC.
                       Six Concourse Parkway, Suite 1700
                         Atlanta, Georgia  30328-5352
                                (770) 391-9500
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                              ------------------
                                  Copies to:

     ALLAN J. TANENBAUM                                  THOMAS M. CLEARY
   Senior Vice President,                               Riordan & McKinzie
General Counsel and Secretary                         300 South Grand Avenue
    AFC Enterprises, Inc.                                   29th Floor
    Six Concourse Parkway                         Los Angeles, California  90071
         Suite 1700
Atlanta, Georgia  30328-5352
CALCULATION OF REGISTRATION FEE
======================================================================================================
                                               Proposed            Proposed
Title of each class of      Amount             Maximum             Maximum            Amount of
  securities to be          to be            Offering Price        Aggregate         Registration
     registered           Registered          Per Share         Offering Price           Fee
------------------------------------------------------------------------------------------------------
Common Stock, par         6,999,205(1)           (2)             $75,167,953(2)       $18,791.99
value $.01 per share
======================================================================================================
(1)  Includes 1,091,804 shares issuable pursuant to the Company's 1992 Stock
     Option Plan, 1,004,992 shares issuable pursuant to the Company's 1996
     Nonqualified Performance Stock Option Plan-Executive, 527,412 shares
     issuable pursuant to the Company's 1996 Nonqualified Performance Stock
     Option Plan-General, 4,055,422 shares issuable pursuant to the Company's
     1996 Nonqualified Stock Option Plan, and 319,575 shares issuable pursuant
     to the Company's Substitute Nonqualified Stock Option Plan, as such numbers
     of shares may be adjusted in accordance with said plans in the event of a
     merger, consolidation, reorganization, liquidation, recapitalization, stock
     dividend, stock split, or similar event involving the Company.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     based upon the exercise prices of options which have been granted,
     and the estimated exercise price of options reserved for future grant.
     Of the total number of shares registered herein, a total of 4,119,032
     shares are issuable pursuant to the Company's stock option plans at a
     weighted average exercise price of $6.58 per share ($27,103,230 in the
     aggregate), a total of 590,498 shares are issuable pursuant to such plans
     at an exercise price of $15.00 per share ($8,857,470 in the aggregate), and
     a total of 2,306,309 shares are available for future grant under such plans
     and are being registered herein at $17.00 per share based upon the initial
     offering price of the Company's common stock ($39,207,253 in the
     aggregate). Therefore, the total amount of the offering being registered
     herein is the sum of these aggregate amounts, or $77,167,953.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

  The following documents which AFC Enterprises, Inc. (the "Company") has filed
with the Securities and Exchange Commission (the "Commission"), are incorporated
by reference into this registration statement:

  (1) The Company's Prospectus filed March 2, 2001 (Commission File No. 333-
      52608) pursuant to Rule 424(b) of the Securities Act of 1933, which
      contains audited and consolidated financial statements for the Company's
      fiscal year ended December 31, 2000, the latest year for which such
      statements have been filed; and

  (2) The description of the Company's securities contained in the Company's
      Registration Statement on Form 8-A (Commission File No. 000-32369) filed
      with the Commission on February 21, 2001.

  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, and prior to the filing of a post-
effective amendment to the registration statement that indicates that all
securities offered hereby have been sold or that deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in any 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 to constitute a part of this
registration statement, except as so modified or superseded.

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 Company's articles of incorporation provide that each of its directors
shall not be personally liable to it or its shareholders for monetary damages
for any breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under sections 302.559 or 80A.23
of the Minnesota Business Corporation Act; (iv) for any transaction from which
the director derived an improper personal benefit; or (v) for any act or
omission occurring prior to the date when the articles of incorporation became
effective.

  The Company's articles of incorporation also provide that if the Minnesota
Business Corporation Act is amended to authorize any further limitation of the
liability of a director, then the liability of a director is eliminated or
limited to the fullest extent permitted by the  amended act.  Further, the
Company's bylaws provide that it shall indemnify its directors and officers to
the maximum extent permitted by law.

  Section 302A.521 of the Minnesota Business Corporation Act requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding, by a reason of the former or present official capacity of the person
with respect to the Company against judgment, penalties, fines, including
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, if, with respect to the acts or omissions of
the person complained of in the proceeding, such person (i) has

                                     II-1
not been indemnified by another organization or employee benefit plan for the
same judgments, penalties, fines, including without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (ii) acted in good faith; (iii) received
no improper personal benefit, and statutory procedure has been followed in the
case of any conflict of interest by a director; (iv) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested board of directors
present at a meeting at which a disinterested quorum is present, or a designated
committee of disinterested directors, by special legal counsel, by the
disinterested shareholders, or by a court.

  The Company has also entered into indemnification agreements with each of its
directors and officers.  The indemnification agreements may require it, among
other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms.

  The Company carries directors' and officers' liability insurance covering its
directors and officers.

  Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted for directors, officers or persons controlling the Company
pursuant to the foregoing provisions, it has been informed that, in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7.    Exemptions from Registration Claimed.

  Not applicable.

Item 8.    Exhibits.

4.1      Form of the Company's common stock certificate. (x)
4.2      Articles of Incorporation of the Company, as amended. (*)
4.3      Amended and Restated Bylaws of the Company. (*)
5.1      Opinion of Dorsey & Whitney as to the legality of the common stock
         registered hereby.
23.1     Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1).
23.2     Consent of Arthur Andersen LLP.
24.1     Power of Attorney (included on Page II-5 hereto).
99.1     1992 Stock Option Plan of the Company, as amended. (*)
99.2     1996 Nonqualified Performance Stock Option Plan -- Executive of the
         Company. (*)
99.3     1996 Nonqualified Performance Stock Option Plan -- General of the
         Company. (*)
99.4     1996 Nonqualified Stock Option Plan of the Company. (*)
99.5     Substitute Nonqualified Stock Option Plan of the Company. (x)

(*)  Filed as an exhibit to Registration Statement on Form S-4 of the Company
     (Registration No. 333-29731) on July 2, 1997 and incorporated by reference
     herein.

                                     II-2
(x)  Filed as an exhibit to Registration Statement on Form S-1 of the Company
     (Registration No. 333-52608) on December 22, 2000, as amended on January
     22, 2001, February 9, 2001 and February 28, 2001, and as the same may be
     subsequently amended, and is incorporated by reference herein.

Item 9.    Undertakings.

     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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
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, 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.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities 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.

                                     II-3
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 Atlanta, State of Georgia, on this 2nd day of March,
2001.

                                    AFC Enterprises, Inc.

                                    By: /s/ Frank J. Belatti
                                       ----------------------------------------
                                       Frank J. Belatti
                                       Chairman of the Board and Chief Executive
                                       Officer

                                     II-4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerald J. Wilkins and Allan J. Tanenbaum, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post effective
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 unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                           Title(s)                              Date
         ---------                           -------                               ----
/s/ Frank J. Belatti              Chairman of the Board and Chief              March 2, 2001
---------------------------       Executive Officer (Principal
Frank J. Belatti                  Executive Officer)

/s/ Gerald J. Wilkins             Executive Vice President and Chief           March 2, 2001
---------------------------       Financial Officer (Principal
Gerald J. Wilkins                 Financial and Accounting
                                  Officer)

/s/ Dick R. Holbrook              President, Chief Operating                   March 2, 2001
---------------------------       Officer and Director
Dick R. Holbrook

/s/ Mark J. Doran                 Director                                     March 2, 2001
---------------------------
Mark J. Doran

/s/ Matt L. Figel                 Director                                     March 2, 2001
---------------------------
Matt L. Figel

/s/ Kelvin J. Pennington          Director                                     March 2, 2001
---------------------------
Kelvin J. Pennington

/s/ John M. Roth                  Director                                     March 2, 2001
---------------------------
John M. Roth
II-5
Signature                           Title(s)                              Date
         ---------                           -------                               ----
/s/ Ronald P. Spogli              Director                                     March 2, 2001
---------------------------
Ronald P. Spogli

/s/ Peter Starrett                Director                                     March 2, 2001
---------------------------
Peter Starrett

/s/ William M. Wardlaw            Director                                     March 2, 2001
---------------------------
William M. Wardlaw
II-6
INDEX TO EXHIBITS

4.1  Form of the Company's common stock certificate. (X)
4.2  Articles of Incorporation of the Company, as amended. (*)
4.3  Amended and Restated Bylaws of the Company. (*)
5.1  Opinion of Dorsey & Whitney as to the legality of the common stock
     registered hereby.
23.1 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on Page II-5  hereto).
99.1 1992 Stock Option Plan of the Company, as amended. (*)
99.2 1996 Nonqualified Performance Stock Option Plan -- Executive of the
     Company. (*)
99.3 1996 Nonqualified Performance Stock Option Plan -- General of the Company.
     (*)
99.4 1996 Nonqualified Stock Option Plan of the Company. (*)
99.5 Substitute Nonqualified Stock Option Plan of the Company. (X)

(*)  Filed as an exhibit to Registration Statement on Form S-4 of the Company
     (Registration No. 333-29731) on July 2, 1997 and incorporated by reference
     herein.

(x)  Filed as an exhibit to Registration Statement on Form S-1 of the Company
     (Registration No. 333-52608) on December 22, 2000, as amended on January
     22, 2001, February 9, 2001, and February 28, 2001 and as the same may be
     subsequently amended, and is incorporated by reference herein.