FINE HOST CORP
POS AM, 1996-09-26
EATING PLACES
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<PAGE>1





  As filed with the Securities and Exchange Commission on September 25, 1996


                                                 Registration No. 333-2906

=============================================================================

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

                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ----------------------------

                              FINE HOST CORPORATION
             (Exact name of Registrant as specified in its charter)


           Delaware                                    06-1156070
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization


   3 Greenwich Office Park                       Mr. Richard E. Kerley
     Greenwich, CT 06831                               President
       (203) 629-4320                            Fine Host Corporation
                                                3 Greenwich Office Park
                                                  Greenwich, CT 06831
                                                    (203) 629-4320

(Address, including zip code, and              (Name, address, including
telephone number, including area code,        zip code, and telephone number,
of Registrant's principal executive           including area code, of agent
offices)                                      for service)



      Steven J. Gartner            Copies to:         Mark G. Borden
  Willkie Farr & Gallagher                            Brent B. Siler
     One Citicorp Center                              Hale and Dorr
    153 East 53rd Street                              60 State Street
  New York, New York 10022                      Boston, Massachusetts 02109
       (212) 821-8000                                 (617) 526-6000




                         DEREGISTRATION OF UNSOLD SHARES


430,000 shares of Common Stock, $.01 par value, of the Registrant previously
registered for sale to the public are hereby withdrawn from registration under
this Registration Statement.

=============================================================================


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Greenwich, State of Connecticut, on
the 25th day of September, 1996.

                                           FINE HOST CORPORATION


                                           By /s/ Richard E. Kerley
                                               Richard E. Kerley,
                                               President and
                                               Chief Executive Officer



         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities indicated on the 25th day of
September, 1996:

  /s/ Richard E. Kerley     President and Chief Executive Officer
    Richard E. Kerley       and Director (Principal Executive Officer)


   /s/ Nelson A. Barber     Senior Vice President and Chief Financial Officer
    Nelson A. Barber        (Principal Financial Officer and Accounting Officer)

           *                Executive Vice President and Director
   Randall K. Ziegler

           *                Chairman of the Board of Directors
   William R. Berkley

           *                Director
    Andrew M. Bursky

           *                Director
   Catherine B. James

           *                Director
     Joshua A. Polan


    /s/ Nelson A. Barber
*By Nelson A. Barber, as Attorney-in-Fact




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