UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-Q
          (Mark  One)
          [  X  ]          QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(D)
               OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

               For  the  quarterly  period  ended NOVEMBER  30,  1998

                                   OR
          [      ]          TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D)
               OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

          For  the  transition  period  from  to

          Commission  file  number                  0-19623

                            MIAMI SUBS CORPORATION
            (Exact name of registrant as specified in its charter)

     Florida                                                65-0249329
(State  or  other  jurisdiction  of                      (I.R.S. Employer
incorporation  or  organization)                        Identification  No.)

           6300 N.W. 31st Avenue, Fort Lauderdale, Florida  33309
                   (Address of principal executive offices)
                                  (Zip Code)

                               (954) 973-0000
             (Registrant's telephone number, including area code)

     Indicate  by  check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or for such shorter period that the
registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.

                              Yes    X     No

     Indicate the number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.


           Class                              Outstanding at January  8,  1999
Common  Stock,  $.01  par value                            6,779,835










PART  I.    FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.
<TABLE>
<CAPTION>

                                      MIAMI SUBS CORPORATION
                                    CONSOLIDATED BALANCE SHEETS
                                            (UNAUDITED)

                                                                        November 30,     May 31,
ASSETS                                                                      1998           1998
---------------------------------------------------------------------  --------------  ------------
<S>                                                                    <C>             <C>

CURRENT ASSETS
Cash and cash equivalents (including unexpended marketing fund
   contributions of $1,620,000 and $970,000, respectively)             $   4,340,000   $ 3,457,000 
Notes and accounts receivable - net                                        1,497,000     1,743,000 
Food and supplies inventories                                                179,000       179,000 
Other                                                                         69,000        77,000 
Total Current Assets                                                       6,085,000     5,456,000 

Notes receivable                                                           6,237,000     6,076,000 
Property and equipment - net                                              11,132,000    11,612,000 
Intangible assets - net                                                    6,513,000     6,718,000 
Other                                                                        433,000       464,000 

TOTAL                                                                  $  30,400,000   $30,326,000 

LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------------                              
CURRENT LIABILITIES
Accounts payable and accrued liabilities                               $   4,858,000   $ 4,276,000 
Current portion of notes payable and capitalized lease obligations           957,000     1,092,000 
Total Current Liabilities                                                  5,815,000     5,368,000 

Long-term portion of notes payable and capitalized lease obligations       5,167,000     5,613,000 
Deferred franchise fees and other deferred income                          1,412,000     1,577,000 
Accrued liabilities and other                                              1,450,000     1,735,000 

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock, $.01 par value; authorized 50,000,000 shares                   283,000       283,000 
Additional paid-in capital                                                24,565,000    24,565,000 
Accumulated deficit                                                       (6,685,000)   (7,208,000)
                                                                          18,163,000    17,640,000 
Note receivable from sale of stock                                          (563,000)     (563,000)
Treasury Stock                                                            (1,044,000)   (1,044,000)
                                                                       --------------  ------------
Total Shareholders' Equity                                                16,556,000    16,033,000 
                                                                       --------------  ------------

TOTAL                                                                  $  30,400,000   $30,326,000 
=====================================================================  ==============  ============

See accompanying notes to consolidated financial statements.
</TABLE>




<TABLE>
<CAPTION>


                                     MIAMI SUBS CORPORATION
                               CONSOLIDATED STATEMENTS OF INCOME
                                          (UNAUDITED)


                                                              Three Months Ended   November 30,
                                                              -------------------  -------------
REVENUES                                                             1998              1997
------------------------------------------------------------  -------------------  -------------
<S>                                                           <C>                  <C>

Restaurant sales                                              $         4,407,000  $   4,354,000
Revenues from franchised restaurants                                    1,044,000      1,215,000
Net gain from sales of restaurants                                          8,000          5,000
Interest income                                                           133,000        190,000
Other revenues                                                            113,000         83,000
                                                              -------------------  -------------
Total                                                                   5,705,000      5,847,000
                                                              -------------------  -------------

EXPENSES
------------------------------------------------------------                                    
Restaurant operating costs                                              4,131,000      4,251,000
General, administrative and franchise costs                               803,000        819,000
Depreciation and amortization                                             353,000        361,000
Interest expense                                                          163,000        198,000
                                                              -------------------  -------------
Total                                                                   5,450,000      5,629,000
                                                              -------------------  -------------

Income before provision for income taxes                                  255,000        218,000
Provision for income taxes                                                 48,000         76,000
                                                              -------------------  -------------
Net income                                                    $           207,000  $     142,000
                                                              ===================  =============

Net income per share:
Basic                                                         $               .01  $         .01
                                                              ===================  =============
Diluted                                                       $               .01  $         .01
                                                              ===================  =============


Shares used in computing net income per share:
============================================================                                    
Basic                                                                  27,119,000     27,119,000
============================================================  ===================  =============
Diluted                                                                27,119,000     27,119,000
============================================================  ===================  =============

See accompanying notes to consolidated financial statements.
</TABLE>





<TABLE>
<CAPTION>


                                    MIAMI SUBS CORPORATION
                              CONSOLIDATED STATEMENTS OF INCOME
                                         (UNAUDITED)


                                                              Six Months   Ended November 30,
                                                              -----------  -------------------
REVENUES                                                         1998             1997
------------------------------------------------------------  -----------  -------------------
<S>                                                           <C>          <C>

Restaurant sales                                              $ 9,329,000  $         9,132,000
Revenues from franchised restaurants                            2,242,000            2,355,000
Net gain from sales of restaurants                                 51,000               16,000
Interest income                                                   297,000              387,000
Other revenues                                                    169,000              175,000
Total                                                          12,088,000           12,065,000

EXPENSES
------------------------------------------------------------                                  
Restaurant operating costs                                      8,714,000            8,801,000
General, administrative and franchise costs                     1,680,000            1,719,000
Depreciation and amortization                                     716,000              729,000
Interest expense                                                  333,000              406,000
                                                              -----------  -------------------
Total                                                          11,443,000           11,655,000

Income before provision for income taxes                          645,000              410,000
Provision for income taxes                                        122,000              143,000
                                                              -----------  -------------------
Net income                                                    $   523,000  $           267,000

Net income per share:
Basic                                                         $       .02  $               .01
                                                              ===========  ===================
Diluted                                                       $       .02  $               .01
                                                              ===========  ===================


Shares used in computing net income per share:
============================================================                                  
Basic                                                          27,119,000           27,119,000
============================================================  ===========  ===================
Diluted                                                        27,119,000           27,130,000
============================================================  ===========  ===================

See accompanying notes to consolidated financial statements.
</TABLE>




<TABLE>
<CAPTION>




                                               MIAMI SUBS CORPORATION
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)



                                                                                    Six Months Ended    November 30,
OPERATING ACTIVITIES:                                                                     1998              1997
                                                                                   ------------------  --------------
<S>                                                                                <C>                 <C>

Net income                                                                         $         523,000   $     267,000 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization                                                                496,000         510,000 
Amortization of intangible assets                                                            220,000         219,000 
Net gain and franchise fees from sales of restaurants                                        (76,000)        (16,000)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable                                                   104,000        (316,000)
Decrease in food and supplies inventories                                                          -          12,000 
Decrease in other current assets                                                               8,000          23,000 
Decrease in other assets                                                                      16,000          19,000 
Increase (decrease) in accounts payable and accrued liabilities                              621,000        (150,000)
Decrease in deferred fees and accrued liabilities                                           (120,000)       (257,000)
Net Cash Provided By Operating Activities                                                  1,792,000         311,000 

INVESTMENT ACTIVITIES:
Purchase of restaurant, property, and equipment                                             (622,000)       (171,000)
Proceeds from sales of restaurants                                                            80,000          20,000 
Payments received on notes receivable                                                        214,000         570,000 
Cash (Used For) Provided By Investment Activities                                           (328,000)        419,000 

FINANCING ACTIVITIES:
Repayment of debt                                                                           (581,000)       (681,000)
Cash (Used For) Financing Activities                                                        (581,000)       (681,000)

INCREASE IN CASH                                                                             883,000          49,000 

CASH AT BEGINNING OF PERIOD                                                                3,457,000       2,940,000 

CASH AT END OF PERIOD                                                              $       4,340,000   $   2,989,000 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest                                                             $         329,000   $     407,000 
=================================================================================  ==================  ==============
Loans to franchisees in connection with sales of restaurants                       $       1,015,000   $     345,000 
=================================================================================  ==================  ==============
Reacquisition of restaurants/equipment in exchange for notes receivable - net      $         597,000   $     432,000 
=================================================================================  ==================  ==============

See accompanying notes to consolidated financial statements.
</TABLE>










                            MIAMI SUBS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

1.          BASIS  OF  PRESENTATION

In  the  opinion  of  management,  the  accompanying  unaudited  consolidated
financial  statements contain all adjustments, which are of a normal recurring
nature,  necessary for a fair presentation of the Company's financial position
and results of operations for the periods presented.  The financial statements
have been prepared by the Company pursuant to the rules and regulations of the
Securities  and Exchange Commission.  Accordingly, they do not include all the
information  and  footnotes  required  for  annual  financial statements.  The
financial  statements  included  herein should be read in conjunction with the
financial statements presented in the Company's Annual Report on Form 10-K for
the  year  ended  May  31,  1998.

Results  of  operations  reported  for  interim  periods  are  not necessarily
indicative  of  results  for  the  entire  fiscal  year.


2.          REVENUES  FROM  FRANCHISED  RESTAURANTS

     Revenues  from  franchised  restaurants  consist  of  the  following:
<TABLE>
<CAPTION>




                                          THREE MONTHS ENDED   Three Months Ended
                                             NOVEMBER 30,         November 30,
                                         --------------------  -------------------
                                                 1998                 1997
                                         --------------------  -------------------
<S>                                      <C>                   <C>

Royalties                                $           958,000   $           885,000
Franchise and development fees                        96,000                94,000
Sublease rental income (net)                         (57,000)               46,000
Cancellation of development agreements                47,000               190,000
                                         --------------------  -------------------
Total                                    $         1,044,000   $         1,215,000
                                         ====================  ===================


                                         SIX MONTHS ENDED      Six Months Ended
                                         NOVEMBER 30,          November 30,
                                         --------------------  -------------------
                                                        1998                  1997
                                         --------------------  -------------------
Royalties                                $         1,995,000   $         1,807,000
Franchise and development fees                       227,000               246,000
Sublease rental income (net)                         (27,000)              112,000
Cancellation of development agreements                47,000               190,000
                                         --------------------  -------------------
Total                                    $         2,242,000   $         2,355,000
                                         ====================  ===================

</TABLE>




3.                    NOTES  AND  ACCOUNTS  RECEIVABLE

          Notes  and  accounts  receivable  consist  of  the  following:
<TABLE>
<CAPTION>



                                                       November 30,     May 31,
                                                           1998           1998
                                                      --------------  ------------
<S>                                                   <C>             <C>

Notes receivable                                      $   7,147,000   $ 7,112,000 
Royalties and other receivables due from franchisees        670,000       666,000 
Other                                                        64,000       229,000 
                                                      --------------  ------------
Total                                                     7,881,000     8,007,000 
Less allowance for doubtful accounts                       (147,000)     (188,000)
                                                      --------------  ------------
                                                          7,734,000     7,819,000 
Less notes receivable due after one year                 (6,237,000)   (6,076,000)
                                                      --------------  ------------
Notes and accounts receivable-current portion         $   1,497,000   $ 1,743,000 
====================================================  ==============  ============
</TABLE>



Notes  receivable  principally  result  from sales of restaurant businesses to
franchisees  and  are generally guaranteed by the purchaser and collateralized
by  the restaurant businesses and assets sold.  The notes are generally due in
monthly  installments  of  principal and interest, with interest rates ranging
principally  between  8%  and  12%.


4.          INCOME  TAXES

The  Company's  federal income tax returns for fiscal years 1991 through 1996,
inclusive, have been examined by the Internal Revenue Service, and the IRS has
issued reports for such years reflecting substantial adjustments to previously
filed tax returns.  The Company has appealed many of the proposed adjustments.
 If  the  Company is not successful in its appeal, the Company's net operating
loss  carryovers  would  be substantially absorbed by the proposed adjustments
and  significant amounts of additional taxes, interest, and penalties would be
due.    The  Company  believes  that  the  accruals  that  it  has provided in
connection  with  this  matter  are  adequate.   The Company has recently been
notified  that its federal income tax return for fiscal year 1997 will also be
examined  by  the  IRS.


5.          REVERSE  STOCK  SPLIT

Effective  on  November 9, 1998, the Company's common stock was moved from The
Nasdaq  National  Market  to  The  Nasdaq SmallCap Market, and the Company was
granted  a  temporary  exception  to  the minimum bid price requirement of The
Nasdaq  SmallCap  Market.    On December 23, 1998, the Company was notified by
Nasdaq  that,  on or before January 7, 1999, the Company must effect a reverse
stock  split sufficient to evidence a minimum closing bid price of at least $1
per share and that the Company's closing bid price immediately thereafter must
meet  or  exceed  $1 per share for a minimum of ten consecutive trading days. 
The  Company  must  also  demonstrate  compliance  with  all  requirements for
continued  listing  on  The  Nasdaq  SmallCap Market and satisfy certain other
conditions  as  specified  by Nasdaq.  In response to this action, on December
29, 1998, the Company's Board of Directors unanimously adopted a resolution to
amend  the  Company's  Articles of Incorporation to effect, as of the close of
business  on  January  7,  1999,  a  one-for-four  reverse  stock split of the
Company's  common  stock,  pursuant  to which each four shares of common stock
were  converted  into  one  share  of  common  stock.


6.          PROPOSED  MERGER

On  November  25,  1998,  the  Company  and  Nathan's Famous, Inc. ("Nathan's)
entered  into  a  letter  of intent pursuant to which Nathan's has proposed to
acquire  all  of  the  outstanding  shares  of common stock of the Company for
shares  of  Nathan's  common stock.  The proposed merger is subject to certain
conditions,  including  execution  of  a  merger agreement and approval by the
stockholders'  of  both  Nathan's  and  Miami  Subs.

Through  a  direct purchase on November 25, 1998, Nathan's acquired all of the
approximate  8.1  million  shares  of  Miami  Subs  common  stock  which  was
beneficially  owned by Mr. Gus Boulis, the Company's former chairman and chief
executive  officer.

Wayne  Norbitz,  president and chief operating officer of Nathan's, and Robert
Eide,  a  director  of  Nathan's,  were  appointed  to the Miami Subs board of
directors,  and  Howard  M.  Lorber,  chairman  and chief executive officer of
Nathan's,  was  appointed  chairman and chief executive officer of Miami Subs.


7.          LITIGATION

     On  January  5, 1999, the Company was served with a class action law suit
which  was  filed against the Company, its directors and Nathan's Famous, Inc.
in  a  Florida  state court by a shareholder of the Company.  The suit alleges
that  the proposed merger between the Company and Nathan's, as contemplated by
the  companies  non-binding  letter  of  intent,  is  unfair  to the Company's
shareholders  and  constitutes  a  breach by the defendants of their fiduciary
duties  to  the  shareholders of the Company.  The plaintiff seeks among other
things  (i)  class  action  status,  (ii) preliminary and permanent injunctive
relief  against  consummation  of  the  proposed  merger and (iii) unspecified
damages  to  be  awarded  to  the  shareholders  of  the Company.  The Company
believes  that  the  suit  is  without  merit and intends to defend against it
vigorously.


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION        
             AND  RESULTS  OF  OPERATIONS

INTRODUCTION

The  Company's  revenues  are derived principally from operating, franchising,
and  financing Miami Subs restaurants.  Franchise revenues consist principally
of initial franchise fees and area development fees, monthly royalty fees, and
net sublease rental income.  In the normal course of its business, the Company
also  derives  revenues  from  the  sale  of  restaurants  to franchisees, and
interest  income  from  financing  the  sale  of  restaurants  to franchisees.

Restaurant  operating  costs  include  food and paper costs, direct restaurant
labor  and  benefits,  marketing  fees  and  costs, and all other direct costs
associated  with  operating  the  restaurants.    General,  administrative and
franchise  costs  relate  both  to Company owned restaurants and the Company's
franchising  operations.

The Company's revenues and expenses are directly affected by the number, sales
volumes, and profitability of its Company operated restaurants.  Revenues, and
to a lesser extent expenses, are also affected by the number and sales volumes
of  franchised  restaurants.  Initial franchise fees and the net gain on sales
of  restaurants  are  directly affected by the number of restaurants opened by
franchisees  and  the  number  of  restaurants  sold to franchisees during the
period.

In  August  1998, the Company finalized a co-branding licensing agreement with
Arthur  Treacher's,  Inc. ("Treacher's").  Under the agreement, franchised and
Company  owned  Miami  Subs  Grill  restaurants  may  become  franchisees  of
Treacher's  and  sell  Treacher's products in the restaurants.  As of November
30,  1998,  26  Miami  Subs  Grill restaurants (including six Company operated
restaurants)  have  implemented  the  co-branding  program  and  were  selling
Treacher's  products.

The  Company's  ability to sustain and improve profitability will, among other
factors,  be  dependent  on  the continuing improvement of sales and operating
margins  in  existing Company and franchised restaurants, successful expansion
of  its franchise base, its ability to control future operating costs, and the
successful  operation of existing and new restaurants on a profitable basis by
franchisees.

The  Company's  fiscal year ends on May 31.  The results of operations for the
three and six months ended November 30, 1998 are not necessarily indicative of
the  results  that  may  be  expected  for  the  Company's  fiscal  year.

During  the  six  months ended November 30, 1998, seven franchised restaurants
opened  and  five  franchised  restaurants  closed.   In addition, the Company
sold/transferred  six restaurants to franchisees and acquired five restaurants
from  franchisees.    At  November 30, 1998, there were 193 restaurants in the
system,  consisting  of  16  Company  operated  restaurants and 177 franchised
restaurants.  At  November 30, 1997, there were 193 restaurants in the system,
consisting of 15 Company operated restaurants and 178 franchised restaurants.


COMPARISON  OF  THREE  MONTHS  ENDED  NOVEMBER 30, 1998 TO NOVEMBER 30, 1997

Total  Revenues

Total  Company  revenues  declined  2.4%  to approximately $5.7 million in the
second  quarter of the current year, as compared to $5.8 million in the second
quarter  of  the  prior  year.    The  decrease  in  total  revenues  resulted
principally  from  a  decrease  in  franchise  revenues  and  interest income.

Restaurant  Sales

The  Company's  total  restaurant  sales  increased  1.2% to $4,407,000 in the
current  quarter,  as  compared  to $4,354,000 in the prior year quarter.  The
increase  in  sales resulted principally from an increase in same store sales.

Same-store-sales for all comparable Company operated restaurants (computed for
13  restaurants  operated  by  the  Company in both the current and prior year
quarters)  increased  by  approximately  1.8%  in  the  current  quarter.  
Same-store-sales  for  the  Company's  restaurants in the year earlier quarter
were  down  approximately  4.6%.    The  Company  attributes  the  change  in
same-store-sales  trends  principally  to  the  changes which were implemented
during  the  prior  fiscal year relating to pricing, marketing, and operations
and  to  sales  from co-branding with Arthur Treacher's, which, as of November
30,  1998,  had  been  added  to  six  of  the  Company's  restaurants.

During  the  current  quarter  the  Company  reacquired two restaurants from a
franchisee  in  exchange  for  notes  payable  to  the  Company, completed the
purchase  of  one restaurant from a franchisee, and transferred the operations
of  two  restaurants  to a franchisee.  At November 30, 1998, Company operated
restaurants  were  located  in Florida (11); Texas (4), and New York (1).  The
Company  currently plans to sell or transfer to franchisees up to seven of the
restaurants  that  it operated at November 30, 1998.  However, there can be no
assurance  that  sales  of  these  restaurants  will  be  consummated on terms
acceptable  to  the  Company.

Revenues  From  Franchised  Restaurants

Revenues from franchised restaurants amounted to approximately $1.0 million in
the  current  quarter,  as compared to $1.2 million in the prior year quarter.

In the current year's second quarter, three franchised restaurants opened, the
Company  transferred  the  operations  of  two  restaurants to franchisees and
acquired/reacquired  three  restaurants  from  franchisees, and two franchised
restaurants  closed.  At quarter end there were 177 franchised restaurants, as
compared  to  178  franchised  restaurants  one  year  ago.

Royalty  income  in  the current quarter increased to $958,000, as compared to
$885,000  in  the  prior  year  quarter,  principally  from the opening of new
restaurants since the prior year quarter and collections of delinquent royalty
fees.  At November 30, 1998, 24% of franchised restaurants have been granted a
temporary  waiver  from  paying royalty fees or were delinquent and not paying
royalty  fees  to  the  Company.

Same-store-sales for all comparable franchised restaurants continued the trend
of  improvement,  declining by approximately 1.7% in the current year's second
quarter  (as  compared  to  a  decline  of  approximately 8.0%  in  the  prior
year  quarter).    The  Company  attributes  the  change  in  same-store-sales
trends  principally  to  the  changes which were implemented during the  prior
fiscal  year  to pricing, marketing,  and  operations  and  to  sales from co-
branding  with  Arthur  Treacher's, which,  as of November 30, 1998, had  been
added  to  20  franchised  restaurants.

During  the  current  year's second quarter, the Company recognized $47,000 in
revenues  from  the  cancellation  of certain area development agreements with
franchisees  which  were  not  in compliance with the terms of the development
agreements.    In  the  prior  year's  second  quarter, the Company recognized
$190,000  from  such  terminations.

The  Company  leases/subleases principally Miami Subs restaurant facilities to
franchisees  and  revenues  (net  of  related lease costs) have been adversely
affected  from  the  delinquency  and  non-payment  of  certain  of  these
leases/subleases.   At November 30, 1998, nine restaurant facilities which are
leased/subleased  to  franchisees  were two or more months delinquent.  During
the  current quarter, the Company reacquired two restaurants from a franchisee
as  a  result  of  the default of the leases and notes payable to the Company.

System-Wide  Sales

System-wide  sales,  which  includes  sales  from  all  Company  operated  and
franchised  restaurants,  increased  to  approximately  $36.1  million  in the
current  quarter, as compared to $35.9 million in the prior year quarter.  The
increase  in  system wide sales principally reflects sales from new franchised
restaurants  which  opened  since  the  prior  year  quarter,  and  sales from
co-branding  with  Arthur  Treacher's which, as of November 30, 1998, had been
added  to  26  Miami  Subs  restaurants.   Same-store-sales for all comparable
restaurants  in  the  system  declined  by  approximately  1.3% in the current
quarter.  Same-store-sales  for the system in the prior year quarter were down
approximately  7.3%.    The  Company attributes the change in same-store-sales
trends  principally  to  the  changes  which were implemented during the prior
fiscal  year relating to pricing, marketing, and operations and to the sale of
Arthur  Treacher's  products  in  26  restaurants.

Net  Gain  From  Sales  of  Restaurants

As  a  part of the Company's strategy to focus future growth and operations in
franchising,  the  Company  transferred  the  operations of two restaurants to
franchisees during the current quarter pursuant to management agreements which
give the franchisees the option to purchase the restaurants in the future.  No
gain is recognized by the Company at the time of transfer of operations to the
franchisee.  Any ultimate gains to be realized will be recorded as income when
the sales are consummated and other conditions are met, including the adequacy
of the down payment and the completion by the Company of its obligations under
the  contracts.    Although  the  Company  intends  to  sell or transfer other
existing Company operated restaurants in the future, there can be no assurance
that  any  such sales will be consummated on terms acceptable to the Company. 
In  addition,  it  is  not anticipated that significant gains will be realized
from  such  sales.

Interest  Income

In connection with its strategy of focusing growth in franchising, the Company
has sold restaurants to franchisees and has provided financing for such sales.
 Total notes receivable amounted to approximately $7.1 million at November 30,
1998,  as compared to $8.9 million at November 30, 1997. At November 30, 1998,
six  individual  notes  receivable  which  are  due  from  franchisees  with
outstanding balances totaling approximately $1.3 million (net of deferred fees
and  credits)  were  delinquent  in monthly payments due to the Company.  As a
result  of  these  delinquencies  and  the  lower  average  balance  of  notes
receivable  outstanding  during  the  quarter,  interest  income  declined  to
$133,000  in  the current quarter, as compared to $190,000 in the year earlier
quarter.

Restaurant  Operating  Costs

Restaurant  operating  costs  in  Company  operated  restaurants  amounted  to
approximately  $4.1  million  or  93.7%  of  sales  in the current quarter, as
compared  to 97.6% of sales in the prior year's second quarter.  The reduction
in  restaurant  operating  costs  as a percent of sales was principally due to
improved  supervision  and  controls  over food, paper, and labor costs in the
current  quarter.

General,  Administrative  and  Franchise  Costs

General,  administrative  and franchise costs amounted to $803,000 or 14.1% of
total  revenue  in  the  current  quarter, as compared to $819,000 or 14.0% of
total  revenue  in  the  prior  year quarter.  Costs in the prior year quarter
included  certain  non-recurring reductions to expenses totaling approximately
$125,000.    The  reduction in costs in the current quarter as compared to the
year  earlier  quarter  (before  the impact of the non-recurring reductions to
expenses)  principally  resulted  from  the  elimination  of certain corporate
office positions since the year earlier period and to strict costs controls in
all  areas  of  the  Company's  business.

Interest  Expense

Principally  as  a  result  of  the  repayment  of  outstanding  debt  from
approximately  $7.3  million  at November 30, 1997 to $6.1 million at November
30,  1998,  interest  expense decreased to $163,000 in the current quarter, as
compared  to  $198,000  in  the  prior  year  quarter.

Provision  for  Income  Taxes

The  Company's effective tax rate for the three months ended November 30, 1998
is  lower than the  rate  in  the  prior  year period due to a decrease in the
Company's valuation allowance.

The  Company's  federal income tax returns for fiscal years 1991 through 1996,
inclusive, have been examined by the Internal Revenue Service, and the IRS has
issued reports for such years reflecting substantial adjustments to previously
filed tax returns.  The Company has appealed many of the proposed adjustments.
 If  the  Company is not successful in its appeal, the Company's net operating
loss  carryovers  would  be substantially absorbed by the proposed adjustments
and  significant amounts of additional taxes, interest, and penalties would be
due.    The  Company  believes  that  the  accruals  that  it  has provided in
connection  with  this  matter  are  adequate.



COMPARISON  OF  SIX  MONTHS  ENDED  NOVEMBER  30,  1998 TO NOVEMBER 30, 1997

Total  Revenues

Total  Company  revenues  amounted  to approximately $12.1 million in both the
first  half of the current year and the first half of the prior year.  For the
current  six  month period, an increase in Company restaurant sales was offset
by  a  decrease  in  franchise  revenues  and  interest  income.

Restaurant  Sales

The  Company's  total  restaurant  sales  increased 2.2% to approximately $9.3
million  in  the  current six month period, as compared to $9.1 million in the
prior  year six month period.  The increase in sales resulted from an increase
in  same  store  sales  and a change in the units operated by the Company as a
result of sales/transfers and acquisitions of restaurants between the periods.

Same-store-sales for all comparable Company operated restaurants (computed for
13  restaurants  operated  by  the  Company in both the current and prior year
periods)  increased  by  approximately  1.0% in the current six month period. 
Same-store-sales  for  the  Company's  restaurants in the year earlier period 
were  down  approximately  5.0%.    The  Company  attributes  the  change  in
same-store-sales  trends  principally  to  the  changes which were implemented
during  the  prior  fiscal year relating to pricing, marketing, and operations
and  to  sales  from co-branding with Arthur Treacher's, which, as of November
30,  1998,  had  been  added  to  six  of  the  Company's  restaurants.

During  the  first  half  of  the  current  year  the  Company reacquired four
restaurants  from  franchisees  in  exchange for notes payable to the Company,
purchased  one  restaurant  from  a  franchisee,  and  sold/transferred  six
restaurants  to  franchisees.    At  November  30,  1998,  Company  operated
restaurants  were  located  in Florida (11); Texas (4), and New York (1).  The
Company  currently plans to sell or transfer to franchisees up to seven of the
restaurants  that  it operated at November 30, 1998.  However, there can be no
assurance  that  sales  of  these  restaurants  will  be  consummated on terms
acceptable  to  the  Company.

Revenues  From  Franchised  Restaurants

Revenues from franchised restaurants amounted to $2,242,000 in the current six
month  period,  as  compared  to  $2,355,000  in  the  prior  year  period.

During  the current six month period, seven franchised restaurants opened, the
Company  sold/transferred  six  restaurants  to  franchisees  and
acquired/reacquired  five  restaurants  from  franchisees, and five franchised
restaurants  closed.    At  November  30,  1998,  there  were  177  franchised
restaurants,  as  compared  to  178  franchised  restaurants  one  year  ago.

Royalty  income  in  the  current  six  month  period  increased  by  10.4% to
$1,995,000,  as  compared  to $1,807,000 in the prior year period, principally
from  the  opening  of  new  restaurants  since  the  prior  year  period  and
collections  of  delinquent  royalty  fees.    At  November  30,  1998, 24% of
franchised  restaurants  have  been  granted  a  temporary  waiver from paying
royalty  fees  or  were delinquent and not paying royalty fees to the Company.

Same-store-sales  for  all  comparable  franchised  restaurants  continued the
recent  trend  of  improvement, declining by approximately 1.6% in the current
six  month  period (as compared to a decline of approximately 9.3%in the prior
year  six  month  period).    The  Company  attributes  the  change    in
same-store-sales  trends  principally  to  the  changes which were implemented
during  the  prior  fiscal  year  to pricing, marketing, and operations and to
sales from co-branding with Arthur Treacher's, which, as of November 30, 1998,
had  been  added  to  20  franchised  restaurants.

During  the  current  six  month  period,  the  Company  recognized $47,000 in
revenues  from  the  cancellation  of certain area development agreements with
franchisees  which  were  not  in compliance with the terms of the development
agreements.    In  the  prior  year  six  month period, the Company recognized
$190,000  from  such  terminations.

The  Company  leases/subleases principally Miami Subs restaurant facilities to
franchisees  and  revenues  (net  of  related lease costs) have been adversely
affected  from  the  delinquency  and  non-payment  of  certain  of  these
leases/subleases.   At November 30, 1998, nine restaurant facilities which are
leased/subleased  to  franchisees  were two or more months delinquent.  During
the  current  six  month  period, the Company reacquired four restaurants from
franchisees  as a result of the default of the leases and notes payable to the
Company.

System-Wide  Sales

System-wide  sales,  which  includes  sales  from  all  Company  operated  and
franchised  restaurants,  increased  to  approximately  $74.3  million  in the
current six month period, as compared to $73.6 million in the year earlier six
month  period.    The increase in system wide sales principally reflects sales
from new franchised restaurants which have opened since the prior year period,
and to sales from co-branding with Arthur Treacher's which, as of November 30,
1998,  had  been added to 26 Miami Subs restaurants.  Same-store-sales for all
comparable  restaurants  in  the  system declined by approximately 1.3% in the
current  six  month period.  Same-store-sales for the system in the prior year
six  month  period  were  down approximately 8.9%.  The Company attributes the
change  in  same-store-sales  trends  principally  to  the  changes which were
implemented  during  the prior fiscal year relating to pricing, marketing, and
operations  and  to  the sale of Arthur Treacher's products in 26 restaurants.

Net  Gain  From  Sales  of  Restaurants

As  a  part of the Company's strategy to focus future growth and operations in
franchising,  the  Company  sold/transferred  six  restaurants  to franchisees
during  the  first  half of the current year, as compared to three restaurants
that  were  sold in the year earlier period.  Gains on the sale of restaurants
are  dependent  on  the Company's basis in and the overall performance of such
units.    Gains realized are recorded as income when the sales are consummated
and  other  conditions are met, including the adequacy of the down payment and
the  completion  by  the  Company  of  its  obligations  under the contracts. 
Although  the Company intends to sell/transfer other existing Company operated
restaurants  in the future, there can be no assurance that any such sales will
be  consummated  on  terms  acceptable to the Company.  In addition, it is not
anticipated  that  significant  gains  will  be  realized  from  such  sales.

Interest  Income

In connection with its strategy of focusing growth in franchising, the Company
has sold restaurants to franchisees and has provided financing for such sales.
 During  the  current six month period, loans in the amount of $1,015,000 were
made to franchisees in connection with the sale of four restaurants during the
period.    Total  notes  receivable  amounted to approximately $7.1 million at
November  30,  1998,  as  compared  to  $8.9  million at November 30, 1997. At
November  30,  1998,  six  individual  notes  receivable  which  are  due from
franchisees with outstanding balances totaling approximately $1.3 million (net
of  deferred  fees and credits) were delinquent in monthly payments due to the
Company.  As a result of  these delinquencies  and  the  lower average balance
of notes receivable outstanding during  the  current  period, interest  income
declined to $297,000 in the current six month period, as compared to  $387,000
in the year earlier period.

Restaurant  Operating  Costs

Restaurant  operating  costs  in  Company  operated  restaurants  amounted  to
approximately  $8.7 million or 93.4% of sales in the current six month period,
as  compared  to  96.4%  of  sales in the prior year period.  The reduction in
restaurant  operating  costs  as  a  percent  of  sales was principally due to
improved  supervision  and  controls  over food, paper, and labor costs in the
current  six  month  period.

General,  Administrative  and  Franchise  Costs

General, administrative and franchise costs amounted to $1,680,000 or 13.9% of
total  revenue  in  the current six month period, as compared to $1,719,000 or
14.2%  of  total  revenue  in  the prior year period.  Costs in the prior year
period  included  certain  non-recurring  reductions  to  expenses  totaling
approximately  $125,000.    The  reduction  in  costs in the current period as
compared  to  the  year earlier period (before the impact of the non-recurring
reductions  to  expenses) principally resulted from the elimination of certain
corporate  office  positions since the year earlier period and to strict costs
controls  in  all  areas  of  the  Company's  business.

Interest  Expense

Principally  as  a  result  of  the  repayment  of  outstanding  debt  from
approximately  $7.3  million  at November 30, 1997 to $6.1 million at November
30,  1998,  interest  expense  decreased  to $333,000 in the current six month
period,  as  compared  to  $406,000  in  the  prior  year  period.

Provision  for  Income  Taxes

The Company's effective tax rate for the six months ended November 30, 1998 is
lower than the rate in the prior year perioddue to a decrease in the Company's
valuation allowance.

The  Company's  federal income tax returns for fiscal years 1991 through 1996,
inclusive, have been examined by the Internal Revenue Service, and the IRS has
issued reports for such years reflecting substantial adjustments to previously
filed tax returns.  The Company has appealed many of the proposed adjustments.
 If  the  Company is not successful in its appeal, the Company's net operating
loss  carryovers  would  be substantially absorbed by the proposed adjustments
and  significant amounts of additional taxes, interest, and penalties would be
due.    The  Company  believes  that  the  accruals  that  it  has provided in
connection  with  this  matter  are  adequate.

LIQUIDITY  AND  CAPITAL  RESOURCES

During  the first half of the current year, the Company's principal sources of
cash  were  from operating activities totaling approximately $1.8 million and 
principal  payments  received  on notes receivable of $214,000.  The Company's
principal uses of cash in the current six month period were for scheduled debt
repayments  of  $581,000  and  the  acquisition of a franchised restaurant and
property  renovations  and improvements totaling approximately $622,000.  Cash
and  cash  equivalents  at  November  30,  1998, amounted to $4,340,000 (which
includes  unexpended  marketing fund contributions of $1,620,000), as compared
to  $3,457,000 (including $970,000 in unexpended marketing fund contributions)
at May 31, 1998.  At November 30, 1998, the Company's working capital position
was  $270,000,  as  compared  to  $88,000  at  May  31, 1998, and a deficit of
$662,000  one  year  ago.  The Company's working capital position has improved
principally as a result of improved operating results over the past year.  The
Company  is  able to operate with a low working capital position or deficiency
because  restaurant  operations are conducted primarily on a cash basis, rapid
turnover  and  frequent  deliveries allow a limited investment in inventories,
and accounts payable for food, beverages and supplies usually become due after
the  receipt  of  cash  from  the  related  sales.

In  addition  to  scheduled  debt  maturities/repayments  for the remainder of
fiscal  year  1999  of  $524,000, the Company's projected capital requirements
for the balance of the current fiscal year relate primarily to planned capital
expenditures  to  additional  Company  operated restaurants in connection with
co-branding with Arthur Treacher's, Inc., other renovations or planned capital
improvements  to  existing restaurants, the completion of the acquisition of a
restaurant,  and  certain  enhancements to corporate and restaurant management
information systems.  The estimated cost of these planned capital expenditures
is  not  expected  to  exceed  approximately  $325,000.

The  Company's principal expected source of funds over the remainder of fiscal
year 1999 will be from operations and scheduled repayments of notes receivable
of  approximately  $440,000.

The  Company expects that competition in the quick-service restaurant industry
will  continue  to  be  intense  and will remain so in the foreseeable future,
resulting  in  continued  pressure  on  sales and operating profit, and slower
development of traditional restaurants by franchisees.  The Company, through a
co-branding  licensing  agreement  with  Arthur Treacher's, Inc., is currently
offering  Arthur Treacher's products in 26 Company and franchised restaurants,
and  has  recently  begun  testing  the  sale of Big Apple Bagels, My Favorite
Muffins,  and Brewster's Coffee products in a Company restaurant.  The Company
also  intends  to  pursue  other  co-branding  opportunities  in  the future. 
Continued  emphasis  will  also  be  placed  on  franchising  non-traditional
restaurants  and  certain of the Company's existing restaurants, improving the
performance  of  Company  and franchised restaurants, developing new products,
enhancing the effectiveness of marketing programs, and overall improvement and
possible  refinements  to  the  Miami  Subs  concept.

Seasonality

The  Company  does  not  expect  seasonality  to  affect  its  operations in a
materially adverse manner.  However, the Company's restaurant sales during its
first and fourth fiscal quarters have historically been higher than its second
and  third  quarters.

Year  2000

The  Company  is  continuing  its  evaluation  and  assessment  of its various
information  technology  and  non-information  technology  systems,  including
software,  hardware and equipment that may be potentially affected by the Year
2000 issue.  The Company estimates that its evaluation and assessment of these
various  systems  will  be  completed  shortly.    Based  on  its  preliminary
assessment  of  these  systems and discussions with its third-party providers,
the  Company currently believes that such internal systems are or will be Year
2000  compliant  with  minimum modifications, which should be completed by May
31,  1999.    Following  initial  testing,  additional  remedial action may be
necessary  and  further  testing  will  be performed.  The Company has not yet
determined  the cost of completing its Year 2000 plan on its internal systems,
but  currently  does  not  estimate  that  such  costs  will  be  material.

The  Company  is  currently in the process of contacting critical suppliers of
products  and  services  to  determine  the extent to which the Company may be
vulnerable to such parties failure to resolve their own Year 2000 issues.  The
Company  will  assess  and  attempt  to mitigate its risks with respect to the
failure  of  these  third  parties to be Year 2000 compliance.  The effect, if
any,  on the Company's results of operations from the failure of third parties
to  be  Year  2000  compliant  can  not  be  reasonably  estimated.

The  Company  will  also  be  working  with  and  assisting  its  independent
franchisees  to ensure that their point of sale and other equipment is capable
of  handling  the  Year  2000  issue.   In the event that such systems are not
adequately  modified  as  necessary,  it  may adversely affect the franchisees
operations  which  would adversely affect the Company's results of operations.

Based  on  the  Company's  current  assessment  to  date, no matters have been
identified and the Company does not currently believe that the Year 2000 issue
will  have  a  material adverse effect on the Company's financial condition or
results  of  operations.  The Company's beliefs and expectations, however, are
based  on certain assumptions and expectations that may ultimately prove to be
inaccurate.    Potential sources of risk include the inability of suppliers to
be  Year  2000  compliant,  which could result in delays in product deliveries
from  suppliers,  and  disruption  of  the  distribution  channel.

The Company has not yet established a contingency plan, but intends to develop
a  plan  to mitigate the effects of problems experienced by vendors or service
providers  in regard to the timely implementation of Year 2000 programs.  This
contingency  plan  is  expected to be developed and in place by July 31, 1999.

Forward-Looking  Statements

Certain  statements  contained  in  this report are forward-looking statements
which  are  subject  to  a number of known and unknown risks and uncertainties
that  could  cause  the  Company's  actual  results  and performance to differ
materially from those described or implied in the forward-looking statements. 
These  risks  and  uncertainties,  many  of which are not within the Company's
control,  include,  but  are not limited to economic, weather, legislative and
business  conditions;  the  availability  of  suitable  restaurant  sites  on
reasonable  rental  terms;  changes in consumer tastes; ability to continue to
attract  franchisees;  the ability to purchase primary food and paper products
at  reasonable  prices;  no  material  increases  in the minimum wage; and the
Company's  ability  to  attract competent restaurant and managerial personnel.



PART  II.    OTHER  INFORMATION

ITEM  L.    LEGAL  PROCEEDINGS

Reference  is  made  to  Part  I,  Item 3, Legal Proceedings, in the Company's
Annual  Report  on  Form 10-K for the  fiscal  year  ended  May  31,  1998 for
a description of legal proceedings involving the Company.  Since May 31, 1998,
there have been no material  developments  in  these  legal  proceedings.

On  January  5,  1999,  the  Company  was  served with a class action law suit
(Robert  J. Feeney, on behalf of himself and all others similarly situated vs.
Miami  Subs  Corporation,  et  al.,  Broward  County  Circuit  Court, Case No.
98-19824-CACE  (14))  which  was  filed against the Company, its directors and
Nathan's  Famous,  Inc.  in  a  Florida  state  court  by a shareholder of the
Company.    The  suit alleges that the proposed merger between the Company and
Nathan's,  as  contemplated  by the companies non-binding letter of intent, is
unfair  to  the  Company's  shareholders  and  constitutes  a  breach  by  the
defendants  of their fiduciary duties to the shareholders of the Company.  The
plaintiff  seeks  among other things (i) class action status, (ii) preliminary
and  permanent  injunctive  relief against consummation of the proposed merger
and  (iii)  unspecified  damages  to  be  awarded  to  the shareholders of the
Company.    The Company believes that the suit is without merit and intends to
defend  against  it  vigorously.

ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)        Exhibits.

          NONE

(b)        Reports  on  Form  8-K

     A  Form  8-K  dated  November 10, 1998 was filed by the Company to report
that  the  Company's  common  stock  was  moved  to the Nasdaq SmallCap Market
pursuant to a temporary exception that the Company received to the minimum bid
price  requirement  and  as  explained  in  such  Report.

A  Form  8-K  dated  December  4, 1998 was filed by the Company to report that
Nathan's  Famous,  Inc.  (NASDAQ:NATH)  had  purchased from the Company's then
chairman  and  chief  executive  officer,  approximately 8.1 million shares of
common  stock  of  the  Company  (comprising  approximately 30% thereof) for a
purchase  price of $4.2 million, and that the Company and Nathan's had entered
into  a  letter  of  intent pursuant to which Nathan's Famous, Inc. intends to
acquire  through  a merger the remaining outstanding shares of common stock of
the  Company  in  exchange  for  common  stock  and  warrants  of  Nathan's.



                                 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  thereunto  duly  authorized.



                                              MIAMI SUBS CORPORATION

Date: January 8, 1999                         By: /s/ Donald L.  Perlyn
                                                  DONALD L. PERLYN
                                                   President and
                                                    Chief Operating Officer

                                              By:  /s/ Jerry W. Woda
                                                  JERRY W. WODA
                                                   Senior Vice President,
                                                    Chief Financial Officer,
                                                     and Principal Accounting
                                                      and Financial Officer