GALVESTONS STEAKHOUSE CORP
8-A12G, 1998-02-06
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     . . . . . . . . . . . . . . . . . . . .

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                          GALVESTON'S STEAKHOUSE CORP.
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
             (Exact name of registrant as specified in its charter)



                  Delaware                           94-3248672
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(State of incorporation or organization)    (I.R.S. Employer Identification No.)



          151 East Alessandro Boulevard
              Riverside, California                          92508
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(address of principal executive offices)                   (Zip Code)



If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following [ ].

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. [ X ]

Securities Act registration statement file number to which this form
relates: 333-29093



Securities to be registered pursuant to Section 12(b) of this Act:

                    None

Securities to be registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.01 Par Value
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                               (Title of Class)

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         The  description  of the  securities to be registered  hereunder  found
under the heading  "Description  of Securities -- Common Stock in the Prospectus
included within the Company's  Registration  Statement on Form SB-2 (File Number
333-29093), as amended, is hereby incorporated by reference herein.



ITEM 2.  EXHIBITS

         A.       Restated Certificate of Incorporation of the Company
                  (filed as Exhibit 3.1 to the Company's Registration
                  Statement on Form SB-2 (File No. 333- 29093), as
                  amended (the "Registration Statement"), and
                  incorporated herein by reference.

         B.       Certificate of Correction to Restated Certificate of
                  Incorporation of the Company (filed as Exhibit 3.2 to
                  the Company's Registration Statement, and
                  incorporated hereby by reference).

         C.       Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company (filed as Exhibit 3.3 to
                  the Company's Registration Statement and
                  incorporated herein by reference).

         D.       By-Laws of the Company (filed as Exhibit 3.4 to the
                  Company's Registration Statement and incorporated herein by
                  reference).

         E.       Form of Common Stock Certificate (filed as Exhibit
                  4.1 to the Company's Registration Statement and
                  incorporated herein by reference).

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                          SIGNATURES



         Pursuant to the  requirements of Section 12 of the Securities Exchange
Act of 1934, the Registration has duly caused this registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                           GALVESTON'S STEAKHOUSE CORP.



                           By /s/ Richard M. Lee
                              ----------------------
                                Richard M. Lee
                                Chairman & CEO



Dated:   February 6, 1998







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