Registration No. 333-
================================================================================

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

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

                               TOFUTTI BRANDS INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                         13-3094658
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

50 Jackson Drive Cranford, New Jersey                         07016
(Address of Principal Executive Offices)                   (Zip Code)

                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                                   Steven Kass
                Secretary, Treasurer and Chief Financial Officer
                               TOFUTTI BRANDS INC.
                                50 Jackson Drive
                           Cranford, New Jersey 07016
                     (Name and address of agent for service)

                                 (908) 272-2400
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Steven J. Glusband, Esq.
                            CARTER, LEDYARD & MILBURN
                                  2 Wall Street
                            New York, New York 10005
                                 (212) 732-3200



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



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                        Proposed              Proposed
                                                        maximum               maximum
Title of securities         Amount to be             offering price           aggregate                Amount of
 to be registered            registered                per share            offering price          registration fee
 ----------------            ----------                ---------            --------------          ----------------
<S>                        <C>                           <C>                 <C>                        <C> 
Common Stock,
par value $0.01 per
share                       170,000 shares               $0.9375(1)          $159,375.00                 $47.02
Common Stock,
par value $0.01 per
share                       180,000 shares               $0.756 (1)          $136,080.00                 $40.14
Common Stock,
par value $0.01 per
share                       570,000 shares               $0.6875(1)          $391,875.00                $115.60
Common Stock,
par value $0.01 per
share                        80,000 shares               $1.031 (1)           $82,480.00                 $24.33


Totals                     1,000,000 shares                   --             $769,810.00                $227.09
                           =========                                         ===========                =======

</TABLE>

(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
     outstanding  options  under  the  amended  1993  Stock  Option  Plan may be
     exercised.

                                   ----------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.





                                       -2-

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
into this Registration Statement:

     (a) The  Registrant's  Annual Report on Form 10-KSB for the fifty-two  (52)
weeks ended December 28, 1996.

     (b) The  Registrant's  Quarterly  Reports  on Form  10-QSB  for each of the
thirteen weeks ended March 29, 1997, June 28, 1997, and September 27, 1997.

     (c) The  description  of the  Registrant's  Common  Stock  contained in any
registration statement or report of the Registrant filed under the Exchange Act,
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.

Item 4. Description of Securities.

     Not required, inasmuch as the Registrant's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"Law") provides,  in general,  that a corporation  shall have power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director or



                                       -3-

<PAGE>



officer of the corporation.  Such indemnity may be against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred in connection with such action,  suit or proceeding,  if the
indemnitee  acted in good faith and in a manner he reasonably  believed to be in
or not opposed to the best  interests  of the  corporation;  with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.

     Section 145(b) of the Law provides,  in general,  that a corporation  shall
have power to indemnify  any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he is or was a director or officer of the corporation against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However, no indemnification shall be made in
respect  of any  claim,  issue or  matter as to which a person  shall  have been
adjudged to be liable to the corporation  unless and only to the extent that the
Delaware  Court of Chancery or the court in which such action was brought  shall
determine  that such person is fairly and  reasonably  entitled to indemnity for
such expenses as the court shall deem proper.

     Section 145(g) of the Law provides in general that a corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under the provisions of the Law.

     Section 9.1 of the Registrant's  By-Laws provides that the Registrant shall
indemnify its directors and officers to the fullest extent and in the manner set
forth in and  permitted by the Law, and any other  applicable  law, from time to
time in  effect,  and that  such  right of  indemnification  shall not be deemed
exclusive of any other rights to which the  Registrant's  directors and officers
may be entitled.  Section 9.3 of the Registrant's By-Laws,  which deals with the
Registrant's power to purchase and maintain liability insurance on behalf of the
Registrant's  directors and  officers,  is  substantially  the same as the above
mentioned Section 145(g) of the Law.

     Section 2 of the  Registrant's  1993 Stock Option Plan  provides  that each
member of the Board of Directors,  or Committee thereof  administering the Plan,
shall be  indemnified  and held harmless by the  Registrant  against any cost or
expense  (including  counsel  fees)  reasonably  incurred  by him  or  liability
(including  any sum  paid in  settlement  of a claim  with the  approval  of the
Registrant)  arising out of any act or omission  to act in  connection  with the
Plan unless  arising out of such member's own fraud or bad faith,  to the extent
permitted by applicable  law. Such  indemnification  shall be in addition to any
rights of indemnification the members may have



                                       -4-

<PAGE>



as directors or otherwise  under the By-Laws of the  Registrant,  any agreement,
vote of stockholders or disinterested directors, or otherwise.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit No.

4    - Amended Tofutti Brands Inc. 1993 Stock Option Plan

5    - Opinion of Carter, Ledyard & Milburn regarding legality of the securities
       offered

23.1 - Consent of Carter, Ledyard & Milburn (included in Exhibit 5).

23.2 - Consent of KPMG Peat Marwick LLP

24   - Powers of Attorney (see page 7 of this registration statement)

Item 9. Undertakings.

     (1) The undersigned Registrant small business issuer hereby undertakes:

          (a) To file,  during any period in which it offers securities 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, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed with or furnished to the Commission by the  Registrant  pursuant
          to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
          incorporated herein by reference;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective date of the registration statement (or 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,  unless the information required to be
          included in such  post-effective  amendment  is  contained in periodic
          reports filed with or furnished to the  Commission  by the  Registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated herein by reference;



                                       -5-

<PAGE>



               (iii) to include any additional 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.

          (b) For the purpose of determining  any liability under the Securities
     Act  of  1933,  to  treat  each  such  post-effective  amendment  as a  new
     registration statement relating to the securities offered, 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 filing a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (d) That,  for the purposes of  determining  any  liability  under the
     Securities  Act of 1933,  each  filing of the  Registrant's  annual  report
     pursuant to Section 13(a) or Section 15(d) of the  Securities  Exchange Act
     of 1934 that is  incorporated by reference in this  registration  statement
     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.

     (2) 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  provisions  described  in  Item 6  above,  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.




                                       -6-

<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  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 Town of Cranford, State of New Jersey, on March 24,1998.


                               TOFUTTI BRANDS INC.


                               By: /s/David Mintz
                                   --------------
                                   David Mintz
                                   Chairman of the Board and
                                   Chief Executive Officer


                                   ----------

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Steven Kass and David Mintz,  and each of them
severally, his true and lawful attorney-in-fact,  or attorneys-in-fact each with
power to act with or without  the  other,  and with  power of  substitution  and
resubstitution,  to execute in the name of such  person,  in his  capacity  as a
director  or officer of Tofutti  Brands  Inc.,  any and all  amendments  to this
registration  statement on Form S-8 and all instruments  necessary or incidental
in connection  therewith,  and to file the same with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or their  substitutes,  may 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 on March 24,  1998,  by the  following
persons in the capacities indicated.


Signature                                          Title
---------                                          -----


 /s/David Mintz
 --------------                           Chairman of the Board of Directors
 David Mintz                                and Chief Executive Officer
 







                                       -7-

<PAGE>




 /s/Steven Kass
 --------------                        Secretary, Treasurer and Chief Financial 
 Steven Kass                           Officer


 --------------                        Director
 Bernard Koster


 /s/Reuben Rapoport 
 ------------------                    Director
 Reuben Rapoport


 ---------------                       Director
 Franklyn Snitow



                                       -8-

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.              Description                               Page Number
-----------              -----------                               -----------

4    Amended Tofutti Brands Inc. 1993 Stock Option Plan.............

5    Opinion of Carter,  Ledyard & Milburn regarding  legality 
     of the securities offered......................................

23.1  Consent of Carter, Ledyard & Milburn (included in
      Exhibit 5)....................................................

23.2  Consent of KPMG Peat Marwick LLP..............................

24    Powers of Attorney (see page 7 of this registration
      statement)....................................................
[{"type": "S-8", "sequence": "1", "description": "1993 STOCK OPTION PLAN", "secsgml_size_bytes": 17572}]
{"company-data": {"conformed-name": "TOFUTTI BRANDS INC", "cik": "0000730349", "assigned-sic": "2024", "irs-number": "133094658", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48605", "film-number": "98572772"}, "business-address": {"street1": "50 JACKSON DR", "street2": "PO BOX 786", "city": "CRANFORD", "state": "NJ", "zip": "07016", "phone": "9082722400"}, "mail-address": {"street1": "50 JACKSON DRIVE", "street2": "PO BOX 786", "city": "CRANFORD", "state": "NJ", "zip": "07016"}, "former-company": {"former-conformed-name": "TOFU TIME INC", "date-changed": "19860619"}}
Registration No. 333-
================================================================================

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

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

                               TOFUTTI BRANDS INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                         13-3094658
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

50 Jackson Drive Cranford, New Jersey                         07016
(Address of Principal Executive Offices)                   (Zip Code)

                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                                   Steven Kass
                Secretary, Treasurer and Chief Financial Officer
                               TOFUTTI BRANDS INC.
                                50 Jackson Drive
                           Cranford, New Jersey 07016
                     (Name and address of agent for service)

                                 (908) 272-2400
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Steven J. Glusband, Esq.
                            CARTER, LEDYARD & MILBURN
                                  2 Wall Street
                            New York, New York 10005
                                 (212) 732-3200

================================================================================
CALCULATION OF REGISTRATION FEE
Proposed              Proposed
                                                        maximum               maximum
Title of securities         Amount to be             offering price           aggregate                Amount of
 to be registered            registered                per share            offering price          registration fee
 ----------------            ----------                ---------            --------------          ----------------
Common Stock,
par value $0.01 per
share                       170,000 shares               $0.9375(1)          $159,375.00                 $47.02
Common Stock,
par value $0.01 per
share                       180,000 shares               $0.756 (1)          $136,080.00                 $40.14
Common Stock,
par value $0.01 per
share                       570,000 shares               $0.6875(1)          $391,875.00                $115.60
Common Stock,
par value $0.01 per
share                        80,000 shares               $1.031 (1)           $82,480.00                 $24.33

Totals                     1,000,000 shares                   --             $769,810.00                $227.09
                           =========                                         ===========                =======
(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
     outstanding  options  under  the  amended  1993  Stock  Option  Plan may be
     exercised.

                                   ----------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
into this Registration Statement:

     (a) The  Registrant's  Annual Report on Form 10-KSB for the fifty-two  (52)
weeks ended December 28, 1996.

     (b) The  Registrant's  Quarterly  Reports  on Form  10-QSB  for each of the
thirteen weeks ended March 29, 1997, June 28, 1997, and September 27, 1997.

     (c) The  description  of the  Registrant's  Common  Stock  contained in any
registration statement or report of the Registrant filed under the Exchange Act,
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.

Item 4. Description of Securities.

     Not required, inasmuch as the Registrant's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"Law") provides,  in general,  that a corporation  shall have power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director or

                                       -3-
officer of the corporation.  Such indemnity may be against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred in connection with such action,  suit or proceeding,  if the
indemnitee  acted in good faith and in a manner he reasonably  believed to be in
or not opposed to the best  interests  of the  corporation;  with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.

     Section 145(b) of the Law provides,  in general,  that a corporation  shall
have power to indemnify  any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he is or was a director or officer of the corporation against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However, no indemnification shall be made in
respect  of any  claim,  issue or  matter as to which a person  shall  have been
adjudged to be liable to the corporation  unless and only to the extent that the
Delaware  Court of Chancery or the court in which such action was brought  shall
determine  that such person is fairly and  reasonably  entitled to indemnity for
such expenses as the court shall deem proper.

     Section 145(g) of the Law provides in general that a corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under the provisions of the Law.

     Section 9.1 of the Registrant's  By-Laws provides that the Registrant shall
indemnify its directors and officers to the fullest extent and in the manner set
forth in and  permitted by the Law, and any other  applicable  law, from time to
time in  effect,  and that  such  right of  indemnification  shall not be deemed
exclusive of any other rights to which the  Registrant's  directors and officers
may be entitled.  Section 9.3 of the Registrant's By-Laws,  which deals with the
Registrant's power to purchase and maintain liability insurance on behalf of the
Registrant's  directors and  officers,  is  substantially  the same as the above
mentioned Section 145(g) of the Law.

     Section 2 of the  Registrant's  1993 Stock Option Plan  provides  that each
member of the Board of Directors,  or Committee thereof  administering the Plan,
shall be  indemnified  and held harmless by the  Registrant  against any cost or
expense  (including  counsel  fees)  reasonably  incurred  by him  or  liability
(including  any sum  paid in  settlement  of a claim  with the  approval  of the
Registrant)  arising out of any act or omission  to act in  connection  with the
Plan unless  arising out of such member's own fraud or bad faith,  to the extent
permitted by applicable  law. Such  indemnification  shall be in addition to any
rights of indemnification the members may have

                                       -4-
as directors or otherwise  under the By-Laws of the  Registrant,  any agreement,
vote of stockholders or disinterested directors, or otherwise.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit No.

4    - Amended Tofutti Brands Inc. 1993 Stock Option Plan

5    - Opinion of Carter, Ledyard & Milburn regarding legality of the securities
       offered

23.1 - Consent of Carter, Ledyard & Milburn (included in Exhibit 5).

23.2 - Consent of KPMG Peat Marwick LLP

24   - Powers of Attorney (see page 7 of this registration statement)

Item 9. Undertakings.

     (1) The undersigned Registrant small business issuer hereby undertakes:

          (a) To file,  during any period in which it offers securities 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, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed with or furnished to the Commission by the  Registrant  pursuant
          to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
          incorporated herein by reference;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective date of the registration statement (or 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,  unless the information required to be
          included in such  post-effective  amendment  is  contained in periodic
          reports filed with or furnished to the  Commission  by the  Registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated herein by reference;

                                       -5-
(iii) to include any additional 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.

          (b) For the purpose of determining  any liability under the Securities
     Act  of  1933,  to  treat  each  such  post-effective  amendment  as a  new
     registration statement relating to the securities offered, 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 filing a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (d) That,  for the purposes of  determining  any  liability  under the
     Securities  Act of 1933,  each  filing of the  Registrant's  annual  report
     pursuant to Section 13(a) or Section 15(d) of the  Securities  Exchange Act
     of 1934 that is  incorporated by reference in this  registration  statement
     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.

     (2) 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  provisions  described  in  Item 6  above,  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.

                                       -6-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  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 Town of Cranford, State of New Jersey, on March 24,1998.

                               TOFUTTI BRANDS INC.

                               By: /s/David Mintz
                                   --------------
                                   David Mintz
                                   Chairman of the Board and
                                   Chief Executive Officer

                                   ----------

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Steven Kass and David Mintz,  and each of them
severally, his true and lawful attorney-in-fact,  or attorneys-in-fact each with
power to act with or without  the  other,  and with  power of  substitution  and
resubstitution,  to execute in the name of such  person,  in his  capacity  as a
director  or officer of Tofutti  Brands  Inc.,  any and all  amendments  to this
registration  statement on Form S-8 and all instruments  necessary or incidental
in connection  therewith,  and to file the same with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or their  substitutes,  may 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 on March 24,  1998,  by the  following
persons in the capacities indicated.

Signature                                          Title
---------                                          -----

 /s/David Mintz
 --------------                           Chairman of the Board of Directors
 David Mintz                                and Chief Executive Officer
 

                                       -7-
/s/Steven Kass
 --------------                        Secretary, Treasurer and Chief Financial 
 Steven Kass                           Officer

 --------------                        Director
 Bernard Koster

 /s/Reuben Rapoport 
 ------------------                    Director
 Reuben Rapoport

 ---------------                       Director
 Franklyn Snitow

                                       -8-
EXHIBIT INDEX

Exhibit No.              Description                               Page Number
-----------              -----------                               -----------

4    Amended Tofutti Brands Inc. 1993 Stock Option Plan.............

5    Opinion of Carter,  Ledyard & Milburn regarding  legality 
     of the securities offered......................................

23.1  Consent of Carter, Ledyard & Milburn (included in
      Exhibit 5)....................................................

23.2  Consent of KPMG Peat Marwick LLP..............................

24    Powers of Attorney (see page 7 of this registration
      statement)....................................................