FAST FOOD OPERATORS INC
8-K, 1999-03-26
EATING PLACES
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               SECURITIES AND EXCHANGE COMMISSION
                                
                    Washington, D.C.  20549
               ----------------------------------
                                
                            FORM 8-K
                                
                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                                
       Date of Report (Date of earliest event reported):
                         March 22, 1999
                       -----------------
                                
                    FAST FOOD OPERATORS, INC.
       -------------------------------------------------
       (Exact Name of Registrant as Specified in Charter)
                                
                            0-10213
                    ------------------------
                    (Commission File Number)
                                
       New York                              13-2974867          
      ----------                             ----------
    (State or Other Jurisdiction)          (I.R.S. Employer)
      of Incorporation)                 Identification Number)

     42-40 Bell Boulevard
     Bayside, New York                            11361           
     --------------------                       ---------
     (Address of Principal                      (Zip Code)
     Executive Offices)

      Registrant's telephone number, including area code:

                         (718) 229-1113
                         --------------
                                                                 
                       
   -----------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)


                             

ITEM 5.   Other Events

On March 22, 1999, Fast Food Operators, Inc. (the "Company") made
a final distribution to shareholders in the amount of $.011 per
share, or $98,057.30 in the aggregate, pursuant to the Company's
plan of liquidation and dissolution (the "Plan").  The Plan,
which included the sale by the Company of substantially all of
its assets, as set forth in the Company's Proxy Statement, was
approved by the Company's shareholders on October 26, 1998. The
completion of such asset sale left the Company with no
restaurants and no operations.

The distribution paid on March 22, 1999 was declared on March 1,
1999 to shareholders of record as of March 10, 1999.  Such
distribution, together with the previous distribution of $.10 per
share, or $891,430 in the aggregate, paid on December 18, 1998 to
shareholders of record as of December 10, 1998, brought the total
amount paid to shareholders to $.111 per share, or $989,487.30 in
the aggregate.

The Company is now nearing the final stage of its liquidation and
dissolution pursuant to the Plan. All remaining assets,
consisting principally of certain miscellaneous receivables, are
being converted into cash and all remaining liabilities,
consisting principally of certain professional fees and related
disbursements, are being paid.  Such process, which is
anticipated to be completed within thirty days, is expected to
result in a minor short-fall of cash which will be funded by the
Company's President.

Pursuant to the Plan, the payment by the Company of the
distributions to shareholders resulted in the cancellation of all
shares of common stock, thereby leaving the Company with no
shareholders.  Accordingly, the Company is contemporaneously
filing with the Securities and Exchange Commission, together with
this Current Report on Form 8-K, a Form 15, Certification and
Notice of Termination of Registration under Section 12(g) of the
Securities Exchange Act of 1934 or Suspension of Duty to File
Reports under Sections 13 and 15(d) of the Securities Exchange
Act of 1934 pursuant to Rules 12g-4(a)(1) (i) and 12h-3(b)(1)
(i). Subsequent to the filing of this Form 8-K and the Form 15,
the Company will have no further obligation to file and will not
file any further reports with the Securities and Exchange
Commission.

ITEM 7.   Financial Statements, Pro-Forma Financial Information
and Exhibits
     
None



                          SIGNATURES
                                
       Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                  Fast Food Operators, Inc.      
                                  -------------------------
                                                                            
                                       ( Registrant)



Date:  March 25, 1999             By: /S/ Lewis E. Topper
                                                     
                                   -------------------------      
                                   Name:   Lewis E. Topper
                                   Title:  President


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