As filed with the United States Securities and Exchange Commission on January
19, 1999.
                                                  Registration No. 333-________




                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             __________________



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


                             __________________

                         PICCADILLY CAFETERIAS, INC.
             (Exact name of registrant as specified in its charter)

                             __________________
        LOUISIANA                                             72-0604977
    (State or other                                       (I.R.S. Employer
jurisdiction of incorporation                             Identification No.)
          or organization)
                         3232 SHERWOOD FOREST BLVD.
                        BATON ROUGE, LOUISIANA 70816
                               (504) 293-9440
               (Address, including zip code, and telephone number
        including area code, of registrant's principal executive offices)


                             __________________



                         PICCADILLY CAFETERIAS, INC.
            AMENDED AND RESTATED 1993 INCENTIVE COMPENSATION PLAN
                     (FORMERLY THE 1988 STOCK OPTION PLAN)
                          (Full title of the Plan)

                             __________________

            RONALD A. LABORDE                            COPY TO
  PRESIDENT AND CHIEF EXECUTIVE OFFICER             MARGARET F. MURPHY
       PICCADILLY CAFETERIAS, INC.          JONES, WALKER, WAECHTER, POITEVENT,
       3232 SHERWOOD FOREST BLVD.                CARRERE & DENEGRE, L.L.P.
          BATON ROUGE, LA 70816                         51ST FLOOR
             (504) 293-9440                       201 ST. CHARLES AVENUE
   (Name, address, including zip code,         NEW ORLEANS, LOUISIANA 70170
     and telephone number, including
    area code, of agent for service)


                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                      AMOUNT               PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
TITLE OF EACH CLASS OF                TO BE                OFFERING PRICE           AGGREGATE OFFERING        REGISTRATION
SECURITIES TO BE REGISTERED         REGISTERED(1)             PER UNIT                     PRICE                   FEE
<S>                                <C>                     <C>                         <C>                       <C>
Common Stock, no par value          47,000 shares          $ 12.00(2)                  $  564,000(2)             $  156.792
                                   403,000 shares          $ 10.641(3)                 $4,288,323(3)             $1,192.153
Preferred Stock Purchase Rights(4)                                                                               $        0
Total                              450,000 shares                                      $4,852,323                $1,348.95

</TABLE>

(1)A  total  of  1,000,000  shares  of  Common  Stock and 1,000,000 Rights have
   previously been registered for issuance through  the  Amended  and  Restated
   Piccadilly   Cafeterias,   Inc.   1993  Incentive  Compensation  Plan  under
   Registration Statement No. 33- 27793  effective  April  17, 1989.  No Rights
   are being registered with respect to the additional 450,000 shares of Common
   Stock  registered hereby, as the Company does not currently  have  a  Rights
   Plan in  effect.   Upon  the  occurrence  of  any  future stock split, stock
   dividend  or similar transaction involving Common Stock  of  the  Registrant
   during the  effectiveness  of  this  Registration  Statement,  the number of
   securities  registered  shall  be  automatically  increased  to  cover   the
   additional  securities  in  accordance with Rule 416(a) under the Securities
   Act of 1933.
(2)Computed in accordance with Rule 457(h)(i) under the Securities Act of 1933,
   based upon the price at which outstanding options may be exercised.
(3)Estimated  solely  for  the purpose  of  calculating  the  registration  fee
   pursuant to Rules 457(c),  based  upon the average of the high and low price
   per share of Common Stock on the New  York  Stock  Exchange  on  January 11,
   1999, in accordance with Rule 457(c).
(4)Rights  are  attached  to and trade with the Common Stock of the Registrant.
   Value attributable to such  Rights, if any, as reflected in the market price
   of the Common Stock.  Because  no  separate  consideration  is paid for such
   Rights, the registration fee for such securities is included  in the fee for
   the Common Stock.

<PAGE>
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by Piccadilly  Cafeterias,
Inc.   (the   "Company")with   the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

      (a)   The Company's Annual  Report on Form 10-K for the fiscal year ended
            June 30, 1998;

      (b)   The Company's Quarterly  Report  on Form 10-Q for the quarter ended
            September 30, 1998;

      (c)   The Company's Current Report on Form  8-K filed with the Commission
            on  November 19, 1998 and the amendment  on  Form  8-K/A  filed  on
            August  11, 1998, which amends the report on Form 8-K filed on June
            5, 1998.

      (d)   The description  of  the  Company's  Common  Stock contained in the
            Company's  registration statement pursuant to which  the  Company's
            shares of Common  Stock  were registered under Section 12(g) of the
            Securities Exchange Act of  1934, and any amendment or report filed
            for the purpose of updating such description.

      All  documents  filed by the Company  with  the  Commission  pursuant  to
Sections 13, 14 or 15(d)  of  the  Exchange  Act subsequent to the date of this
Registration Statement and prior to the filing  of  a  post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all  securities  then remaining unsold shall be deemed to  be  incorporated  by
reference in this  Registration Statement and to be made a part hereof from the
date of filing of such documents.  Information incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information
and financial statements  appearing in all of the documents incorporated herein
by reference and should be read together therewith.  Any statement contained in
a document incorporated or  deemed  to  be  incorporated  by reference shall be
deemed  to  be  modified  or superseded to the extent that any  other  document
subsequently filed or incorporated  by  reference herein modifies or supersedes
such statement.  Any 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.

      Section 83 of the Louisiana Business Corporation  Law  provides  in  part
that  a  corporation  may indemnify any director, officer, employee or agent of
the corporation against  expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually  and  reasonably  incurred  by  him in
connection with any action, suit or proceeding to which he is or was a party or
is  threatened  to be made a party (including any action by or in the right  of
the corporation)  if  such  action  arises  out  of  his  acts on behalf of the
corporation  and he acted in good faith and in a manner be 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 his conduct was unlawful.  Indemnification is not permitted for willful
or  intentional   misconduct   unless  a  court  determines  that  despite  the
adjudication of liability, in view  of  all  the circumstances, the indemnified
person is entitled to indemnity.

      Section   6.10   of   the  Company's  by-laws  provides   for   mandatory
indemnification for directors  and officers or former directors and officers of
the Company to the extent permitted by Louisiana law.

      Neither  the  indemnification   provisions   of  the  Louisiana  Business
Corporation Law nor the mandatory indemnification provided by the Company's by-
laws  are  exclusive  of  any  other  rights  under  any  law,   agreement   or
authorization  of  shareholders  or directors.  In addition, a  corporation has
the power to obtain and maintain insurance,  or  to  create  a  form  of  self-
insurance  on  behalf  of  any person who is or was acting for the corporation,
regardless of whether the corporation  has the legal authority to indemnify the
insured person against such liability.   The  Company  maintains  an  insurance
policy  covering the liability of its directors and officers for actions  taken
in their official capacities.

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.EXHIBITS.

      5     Opinion  of  Jones,  Walker,   Waechter,  Poitevent,  Carrere  &
            Denegre, L.L.P.

      23.1  Consent of Ernst & Young LLP

      23.2  Consent of Ernst & Young LLP

      23.3  Consent of Counsel (included in Exhibit 5)

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

ITEM 9.UNDERTAKINGS.

      1.    The undersigned registrant hereby undertakes:

            (a)   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 1(a)(i) and 1(a)(ii)  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 herein.

            (b)   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 herein, and
the offering of such securities  at that time shall be deemed to be the initial
bona fide offering thereof.

            (c)   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.

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

      (3)   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
proceedings)  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  of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and  will  be governed by the final adjudication of such
issue.

<PAGE>
                                  SIGNATURES


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it  has  reasonable grounds to believe that 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 Baton Rouge, State of Louisiana, on January 12,
1999.

                                          PICCADILLY CAFETERIAS, INC.



                                          By:     /S/ RONALD A. LABORDE
                                                    Ronald A. LaBorde
                                          President and Chief Executive Officer


                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature  appears
immediately  below  constitutes  and  appoints  Ronald  A.  LaBorde and J. Fred
Johnson or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, 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 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, as  fully to all intents and purposes as he
might or could do in person, hereby ratifying  and  confirming  all  that  said
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, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.


          SIGNATURE                        TITLE                     DATE

/S/ PAUL W. MURRILL           Chairman of the Board           January 12, 1999
    Paul W. Murrill

/S/ RONALD A. LABORDE    President, Chief Executive Officer   January 12, 1999
    Ronald A. LaBorde              and Director


/S/ J. FRED JOHNSON     Executive Vice President, Treasurer   January 12, 1999
    J. Fred Johnson         and Chief Financial Officer
                           (Principal Financial Officer)

/S/ MARK L. MESTAYER          Secretary and Director          January 12, 1999
    Mark L. Mestayer                of Finance
                          (Principal Accounting Officer)

/S/ NORMAN C. FRANCIS               Director                  January 11, 1999
    Norman C. Francis                                     


/S/ DALE E. REDMAN                  Director                  January 11, 1999
    Dale E. Redman


/S/ ROBERT P. GUYTON                Director                  January 11, 1999
    Robert P. Guyton


/S/ CHRISTEL C. SLAUGHTER           Director                  January 11, 1999
    Christel C. Slaughter


/S/ EDWARD M. SIMMONS, SR.          Director                  January 11, 1999
    Edward M. Simmons, Sr.


/S/ C. RAY SMITH                    Director                  January 11, 1999
    C. Ray Smith


/S/ RALPH ERBEN                     Director                  January 11, 1999
    Ralph Erben
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17659}]
{"company-data": {"conformed-name": "PICCADILLY CAFETERIAS INC", "cik": "0000277923", "assigned-sic": "5812", "irs-number": "720604977", "state-of-incorporation": "LA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70735", "film-number": "99507609"}, "business-address": {"street1": "P O BOX 2467", "city": "BATON ROUGE", "state": "LA", "zip": "70821", "phone": "2252939440"}, "mail-address": {"street1": "3232 SHERWOOD FOREST BLVD", "city": "BATON ROUGE", "state": "LA", "zip": "70816"}}
As filed with the United States Securities and Exchange Commission on January
19, 1999.
                                                  Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             __________________

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

                             __________________

                         PICCADILLY CAFETERIAS, INC.
             (Exact name of registrant as specified in its charter)

                             __________________
        LOUISIANA                                             72-0604977
    (State or other                                       (I.R.S. Employer
jurisdiction of incorporation                             Identification No.)
          or organization)
                         3232 SHERWOOD FOREST BLVD.
                        BATON ROUGE, LOUISIANA 70816
                               (504) 293-9440
               (Address, including zip code, and telephone number
        including area code, of registrant's principal executive offices)

                             __________________

                         PICCADILLY CAFETERIAS, INC.
            AMENDED AND RESTATED 1993 INCENTIVE COMPENSATION PLAN
                     (FORMERLY THE 1988 STOCK OPTION PLAN)
                          (Full title of the Plan)

                             __________________

            RONALD A. LABORDE                            COPY TO
  PRESIDENT AND CHIEF EXECUTIVE OFFICER             MARGARET F. MURPHY
       PICCADILLY CAFETERIAS, INC.          JONES, WALKER, WAECHTER, POITEVENT,
       3232 SHERWOOD FOREST BLVD.                CARRERE & DENEGRE, L.L.P.
          BATON ROUGE, LA 70816                         51ST FLOOR
             (504) 293-9440                       201 ST. CHARLES AVENUE
   (Name, address, including zip code,         NEW ORLEANS, LOUISIANA 70170
     and telephone number, including
    area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
AMOUNT               PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
TITLE OF EACH CLASS OF                TO BE                OFFERING PRICE           AGGREGATE OFFERING        REGISTRATION
SECURITIES TO BE REGISTERED         REGISTERED(1)             PER UNIT                     PRICE                   FEE
Common Stock, no par value          47,000 shares          $ 12.00(2)                  $  564,000(2)             $  156.792
                                   403,000 shares          $ 10.641(3)                 $4,288,323(3)             $1,192.153
Preferred Stock Purchase Rights(4)                                                                               $        0
Total                              450,000 shares                                      $4,852,323                $1,348.95
(1)A  total  of  1,000,000  shares  of  Common  Stock and 1,000,000 Rights have
   previously been registered for issuance through  the  Amended  and  Restated
   Piccadilly   Cafeterias,   Inc.   1993  Incentive  Compensation  Plan  under
   Registration Statement No. 33- 27793  effective  April  17, 1989.  No Rights
   are being registered with respect to the additional 450,000 shares of Common
   Stock  registered hereby, as the Company does not currently  have  a  Rights
   Plan in  effect.   Upon  the  occurrence  of  any  future stock split, stock
   dividend  or similar transaction involving Common Stock  of  the  Registrant
   during the  effectiveness  of  this  Registration  Statement,  the number of
   securities  registered  shall  be  automatically  increased  to  cover   the
   additional  securities  in  accordance with Rule 416(a) under the Securities
   Act of 1933.
(2)Computed in accordance with Rule 457(h)(i) under the Securities Act of 1933,
   based upon the price at which outstanding options may be exercised.
(3)Estimated  solely  for  the purpose  of  calculating  the  registration  fee
   pursuant to Rules 457(c),  based  upon the average of the high and low price
   per share of Common Stock on the New  York  Stock  Exchange  on  January 11,
   1999, in accordance with Rule 457(c).
(4)Rights  are  attached  to and trade with the Common Stock of the Registrant.
   Value attributable to such  Rights, if any, as reflected in the market price
   of the Common Stock.  Because  no  separate  consideration  is paid for such
   Rights, the registration fee for such securities is included  in the fee for
   the Common Stock.
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by Piccadilly  Cafeterias,
Inc.   (the   "Company")with   the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

      (a)   The Company's Annual  Report on Form 10-K for the fiscal year ended
            June 30, 1998;

      (b)   The Company's Quarterly  Report  on Form 10-Q for the quarter ended
            September 30, 1998;

      (c)   The Company's Current Report on Form  8-K filed with the Commission
            on  November 19, 1998 and the amendment  on  Form  8-K/A  filed  on
            August  11, 1998, which amends the report on Form 8-K filed on June
            5, 1998.

      (d)   The description  of  the  Company's  Common  Stock contained in the
            Company's  registration statement pursuant to which  the  Company's
            shares of Common  Stock  were registered under Section 12(g) of the
            Securities Exchange Act of  1934, and any amendment or report filed
            for the purpose of updating such description.

      All  documents  filed by the Company  with  the  Commission  pursuant  to
Sections 13, 14 or 15(d)  of  the  Exchange  Act subsequent to the date of this
Registration Statement and prior to the filing  of  a  post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all  securities  then remaining unsold shall be deemed to  be  incorporated  by
reference in this  Registration Statement and to be made a part hereof from the
date of filing of such documents.  Information incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information
and financial statements  appearing in all of the documents incorporated herein
by reference and should be read together therewith.  Any statement contained in
a document incorporated or  deemed  to  be  incorporated  by reference shall be
deemed  to  be  modified  or superseded to the extent that any  other  document
subsequently filed or incorporated  by  reference herein modifies or supersedes
such statement.  Any 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.

      Section 83 of the Louisiana Business Corporation  Law  provides  in  part
that  a  corporation  may indemnify any director, officer, employee or agent of
the corporation against  expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually  and  reasonably  incurred  by  him in
connection with any action, suit or proceeding to which he is or was a party or
is  threatened  to be made a party (including any action by or in the right  of
the corporation)  if  such  action  arises  out  of  his  acts on behalf of the
corporation  and he acted in good faith and in a manner be 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 his conduct was unlawful.  Indemnification is not permitted for willful
or  intentional   misconduct   unless  a  court  determines  that  despite  the
adjudication of liability, in view  of  all  the circumstances, the indemnified
person is entitled to indemnity.

      Section   6.10   of   the  Company's  by-laws  provides   for   mandatory
indemnification for directors  and officers or former directors and officers of
the Company to the extent permitted by Louisiana law.

      Neither  the  indemnification   provisions   of  the  Louisiana  Business
Corporation Law nor the mandatory indemnification provided by the Company's by-
laws  are  exclusive  of  any  other  rights  under  any  law,   agreement   or
authorization  of  shareholders  or directors.  In addition, a  corporation has
the power to obtain and maintain insurance,  or  to  create  a  form  of  self-
insurance  on  behalf  of  any person who is or was acting for the corporation,
regardless of whether the corporation  has the legal authority to indemnify the
insured person against such liability.   The  Company  maintains  an  insurance
policy  covering the liability of its directors and officers for actions  taken
in their official capacities.

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.EXHIBITS.

      5     Opinion  of  Jones,  Walker,   Waechter,  Poitevent,  Carrere  &
            Denegre, L.L.P.

      23.1  Consent of Ernst & Young LLP

      23.2  Consent of Ernst & Young LLP

      23.3  Consent of Counsel (included in Exhibit 5)

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

ITEM 9.UNDERTAKINGS.

      1.    The undersigned registrant hereby undertakes:

            (a)   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 1(a)(i) and 1(a)(ii)  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 herein.

            (b)   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 herein, and
the offering of such securities  at that time shall be deemed to be the initial
bona fide offering thereof.

            (c)   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.

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

      (3)   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
proceedings)  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  of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and  will  be governed by the final adjudication of such
issue.
SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it  has  reasonable grounds to believe that 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 Baton Rouge, State of Louisiana, on January 12,
1999.

                                          PICCADILLY CAFETERIAS, INC.

                                          By:     /S/ RONALD A. LABORDE
                                                    Ronald A. LaBorde
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature  appears
immediately  below  constitutes  and  appoints  Ronald  A.  LaBorde and J. Fred
Johnson or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, 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 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, as  fully to all intents and purposes as he
might or could do in person, hereby ratifying  and  confirming  all  that  said
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, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.

          SIGNATURE                        TITLE                     DATE

/S/ PAUL W. MURRILL           Chairman of the Board           January 12, 1999
    Paul W. Murrill

/S/ RONALD A. LABORDE    President, Chief Executive Officer   January 12, 1999
    Ronald A. LaBorde              and Director

/S/ J. FRED JOHNSON     Executive Vice President, Treasurer   January 12, 1999
    J. Fred Johnson         and Chief Financial Officer
                           (Principal Financial Officer)

/S/ MARK L. MESTAYER          Secretary and Director          January 12, 1999
    Mark L. Mestayer                of Finance
                          (Principal Accounting Officer)

/S/ NORMAN C. FRANCIS               Director                  January 11, 1999
    Norman C. Francis                                     

/S/ DALE E. REDMAN                  Director                  January 11, 1999
    Dale E. Redman

/S/ ROBERT P. GUYTON                Director                  January 11, 1999
    Robert P. Guyton

/S/ CHRISTEL C. SLAUGHTER           Director                  January 11, 1999
    Christel C. Slaughter

/S/ EDWARD M. SIMMONS, SR.          Director                  January 11, 1999
    Edward M. Simmons, Sr.

/S/ C. RAY SMITH                    Director                  January 11, 1999
    C. Ray Smith

/S/ RALPH ERBEN                     Director                  January 11, 1999
    Ralph Erben