ARTHUR TREACHERS INC /FL/
SC 13G, 1998-02-23
EATING PLACES
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                                                                                          OMB APPROVAL
                                 UNITED STATES                                   OMB Number:              325-0145
                       SECURITIES AND EXCHANGE COMMISSION                        Expires:            October 31, 1994
                             Washington, D.C. 20549                              Estimated average burden
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                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                           (Amendment No. __________)*

                                                     ARTHUR TREACHER'S, INC.
                                (Name of Issuer)

                                                                Common Stock
                         (Title of Class of Securities)

                                                     042901306
                                 (CUSIP Number)


Check the following box if a fee is being paid with this  statement o. (A fee is
not required  only if the filing  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


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CUSIP NO.    042901306                      Page 2 of 6 Pages
             ---------                                       

1.       NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Fred Knoll


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (a)  
                                                                  (b)  
3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
         United States of America

                           5.       SOLE VOTING POWER
                                    832,916
   NUMBER OF
        SHARES             6.       SHARED VOTING POWER
BENEFICIALLY                        0
  OWNED BY
       EACH                7.       SOLE DISPOSITIVE POWER
  REPORTING                         832,916
      PERSON
        WITH               8.       SHARED DISPOSITIVE POWER
                                    0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
         832,916

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         5.7%

12.      TYPE OF REPORTING PERSON*
         IN

                      *SEE INSTRUCTION BEFORE FILLING OUT!



                                                         2

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Item 1.
         (a)      Name of Issuer
                  Arthur Treacher's, Inc.
         (b)      Address of Issuer's Principal Executive Offices
                  7400 Baymeadows Way, Suite 300
                  Jacksonville, Florida 32256

Item 2.
         (a)      Name of Person Filing
                  Fred Knoll

         (b)      Address of Principal Business Office or, if none, Residence
                  Knoll Capital Management
                  200 Park Avenue, Suite 3900
                  New York, NY 10166

         (c)      Citizenship
                  United States of America

         (d)      Title of Class of Securities
                  Common Stock

         (e)      CUSIP Number
                  042901306

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:

         (a)      o Broker or Dealer registered under Section 15 of the Act

         (b)      o Bank as defined in section 3(a)(6) of the Act

         (c)      o Insurance Company as defined in section 3(a)(19) of the act

         (d) o Investment  Company  registered under section 8 of the Investment
Company Act

         (e)      o  Investment  Adviser  registered  under  section  203 of the
                  Investment Advisers Act of 1940

         (f)      o Employee Benefit Plan,  Pension Fund which is subject to the
                  provisions of the Employee  Retirement  Income Security Act of
                  1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)


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         (g)      o    Parent    Holding    Company,    in    accordance    with
                  ss.240.13d-1(b)(ii)(G) (Note: See Item 7)

         (h)      o Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)

Item 4.  Ownership

         If the  percent  of the  class  owned,  as of  December  31 of the year
covered by the statement,  or as of the last day of any month  described in Rule
13d-1(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.

         (a)      Amount Beneficially Owned
                  832,916  shares.  Includes  warrants  owned  by Mr.  Knoll  to
purchase  10,000  shares of Common  Stock at an exercise  price of $3.37,  which
warrants are  exercisable  through March 27, 2002.  Includes  666,666  shares of
Common Stock owned by Mr. Knoll.  Includes  156,250 shares of Common Stock owned
by Europa International, Inc., of which Mr. Knoll is the investment manager.

         (b)      Percent of Class
                  5.7%

         (c) Number of shares as to which such person has:

         (i)      sole power to vote or to direct the vote             832,916
         (ii)     shared power to vote or to direct the vote           0
    (iii)    sole power to dispose or to direct the disposition of     832,916
         (iv)     shared power to dispose or to direct the disposition of    0

     Instruction:  For computation  regarding securities which represent a right
to acquire an underlying security see Rule 13d-3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following o.



Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

     If any other  person is known to have the right to  receive or the power to
direct the receipt
                                                         4

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of  dividends  from,  or the  proceeds  from  the sale of,  such  securities,  a
statement  to that  effect  should be  included in response to this item and, if
such interest relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment company registered
under  the  Investment  Company  Act of 1940 or the  beneficiaries  of  employee
benefit plan, pension fund or endowment fund is not required.
         Not Applicable

     Item 7.  Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company

         If a parent holding  company has filed this schedule,  pursuant to Rule
13d-1(b)(ii)(G),  so indicate under Item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification of the relevant  subsidiary.  If a parent
holding  company has filed this schedule  pursuant to Rule 13d- 1(c),  attach an
exhibit stating the identification of the relevant subsidiary.
         Not Applicable

Item 8.  Identification and Classification of Members of the Group

         If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate  under Item 3(h) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
         Not Applicable

Item 9.  Notice of Dissolution of Group

         Notice of dissolution of a group may be furnished as an exhibit stating
the date of the  dissolution  and that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity.
         Not Applicable

Item 10.  Certification

         Not Applicable



                                                         5

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                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                              2/13/98
                                                               Date

                                                   /s/Fred Knoll
                                                            Signature

                                                   Fred Knoll, Director
                                                          Name/Title







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