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   FEBRUARY  28,  1999

                                   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 April 12,  1999
Common  Stock,  $.01  par value                          6,667,335





PART  I.    FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS.
<TABLE>
<CAPTION>

                                      MIAMI SUBS CORPORATION
                                    CONSOLIDATED BALANCE SHEETS
                                            (UNAUDITED)


                                                                        February 28,     May 31,
ASSETS                                                                      1999           1998
---------------------------------------------------------------------  -------------  ------------
<S>                                                                    <C>             <C>

CURRENT ASSETS
Cash and cash equivalents (including unexpended marketing fund
   contributions of $1,617,000 and $970,000, respectively)             $   4,206,000   $ 3,457,000 
Notes and accounts receivable - net                                        1,766,000     1,743,000 
Food and supplies inventories                                                164,000       179,000 
Other                                                                         60,000        77,000
                                                                        ------------    ----------
Total Current Assets                                                       6,196,000     5,456,000 
                                                                        ------------    ----------

Notes receivable                                                           5,915,000     6,076,000 
Property and equipment - net                                              10,998,000    11,612,000 
Intangible assets - net                                                    6,405,000     6,718,000 
Other                                                                        538,000       464,000 
                                                                         -----------   -----------
TOTAL                                                                  $  30,052,000   $30,326,000 
                                                                       =============   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------------                              
CURRENT LIABILITIES
Accounts payable and accrued liabilities                               $   4,770,000   $ 4,276,000 
Current portion of notes payable and capitalized lease obligations           914,000     1,092,000 
                                                                         -----------   -----------
Total Current Liabilities                                                  5,684,000     5,368,000 
                                                                         -----------   -----------
Long-term portion of notes payable and capitalized lease obligations       4,962,000     5,613,000 
Deferred franchise fees and other deferred income                          1,301,000     1,577,000 
Accrued liabilities and other                                              1,467,000     1,735,000 

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock, $.01 par value; authorized 12,500,000 shares                    71,000        71,000 
Additional paid-in capital                                                24,777,000    24,777,000 
Accumulated deficit                                                       (6,603,000)   (7,208,000)
                                                                          -----------   ----------
                                                                          18,245,000    17,640,000 
Note receivable from sale of stock                                                 -      (563,000)
Treasury Stock                                                            (1,607,000)   (1,044,000)
                                                                       --------------  ------------
Total Shareholders' Equity                                                16,638,000    16,033,000 
                                                                       --------------  ------------

TOTAL                                                                  $  30,052,000   $30,326,000 
=====================================================================  ==============  ============

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


<TABLE>
<CAPTION>



                                        MIAMI SUBS CORPORATION
                                  CONSOLIDATED STATEMENTS OF INCOME
                                             (UNAUDITED)


                                                              Three Months Ended   Three Months Ended
                                                                 February 28,         February 28,
                                                              -------------------  -------------------
REVENUES                                                             1999                 1998
------------------------------------------------------------  -------------------  -------------------
<S>                                                           <C>                  <C>

Restaurant sales                                                   $   4,387,000         $   4,209,000
Revenues from franchised restaurants                                    1,034,000              907,000
Net gain from sales of restaurants                                         12,000                1,000
Interest income                                                           159,000              159,000
Other revenues                                                            115,000              103,000
                                                              -------------------  -------------------
Total                                                                   5,707,000            5,379,000

EXPENSES
------------------------------------------------------------                                          
Restaurant operating costs                                              4,166,000            3,948,000
General, administrative and franchise costs                               770,000              688,000
Depreciation and amortization                                             379,000              357,000
Interest expense                                                          146,000              194,000
Merger costs                                                              144,000                    -
                                                              -------------------  -------------------
Total                                                                   5,605,000            5,187,000

Income before provision for income taxes                                  102,000              192,000
Provision for income taxes                                                 19,000               71,000
                                                              -------------------  -------------------
Net income                                                            $    83,000          $   121,000
                                                              ===================  ===================
Net income per share:
Basic                                                                      $  .01               $  .02
                                                              ===================  ===================
Diluted                                                       $               .01  $               .02
                                                              ===================  ===================

Shares used in computing net income per share:
Basic                                                                   6,705,000            6,780,000
                                                              ===================  ===================
Diluted                                                                 6,705,000            6,780,000
                                                              ===================  ===================





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





<TABLE>
<CAPTION>


                                       MIAMI SUBS CORPORATION
                                 CONSOLIDATED STATEMENTS OF INCOME
                                            (UNAUDITED)



                                                              Nine Months Ended   Nine Months Ended
                                                                 February 28,        February 28,
                                                              ------------------  ------------------
REVENUES                                                             1999                1998
------------------------------------------------------------  ------------------  ------------------
<S>                                                           <C>                 <C>

Restaurant sales                                                   $  13,716,000       $  13,341,000
Revenues from franchised restaurants                                   3,276,000           3,262,000
Net gain from sales of restaurants                                        63,000              17,000
Interest income                                                          455,000             546,000
Other revenues                                                           283,000             278,000
Total                                                                 17,793,000          17,444,000

EXPENSES
------------------------------------------------------------                                        
Restaurant operating costs                                            12,880,000          12,749,000
General, administrative and franchise costs                            2,450,000           2,406,000
Depreciation and amortization                                          1,093,000           1,086,000
Interest expense                                                         479,000             600,000
Merger costs                                                             144,000                   -
Total                                                                 17,046,000          16,841,000

Income before provision for income taxes                                 747,000             603,000
Provision for income taxes                                               142,000             214,000
                                                              ------------------  ------------------
Net income                                                         $     605,000        $    389,000
                                                              ==================  ==================
Net income per share:
Basic                                                                     $  .09              $  .06
                                                              ==================  ==================
Diluted                                                                   $  .09              $  .06
                                                              ==================  ==================

Shares used in computing net income per share:
Basic                                                                  6,755,000           6,780,000
                                                              ==================  ==================
Diluted                                                                6,755,000           6,780,000
                                                              ==================  ==================




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




<TABLE>
<CAPTION>


                                                MIAMI SUBS CORPORATION
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (UNAUDITED)


                                                                                Nine Months Ended    Nine Months Ended
                                                                                  February 28,         February 28,
                                                                               -------------------  -------------------
OPERATING ACTIVITIES:                                                                 1999                 1998
                                                                               -------------------  -------------------
<S>                                                                            <C>                  <C>

Net income                                                                           $    605,000         $    389,000
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization                                                             765,000              760,000 
Amortization of intangible assets                                                         328,000              326,000 
Net gain and franchise fees from sales of restaurants                                     (88,000)             (17,000)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable                                                 15,000             (153,000)
Decrease in food and supplies inventories                                                  15,000               20,000 
Decrease in other current assets                                                           17,000               12,000 
(Increase) decrease in other assets                                                       (89,000)              22,000 
Increase (decrease) in accounts payable and accrued liabilities                           533,000             (483,000)
(Decrease) in deferred fees and accrued liabilities                                      (202,000)            (272,000)
                                                                                     -------------        -------------
Net Cash Provided By Operating Activities                                               1,899,000              604,000 
                                                                                     -------------        -------------
INVESTMENT ACTIVITIES:
Purchase of restaurant, property, and equipment                                          (757,000)            (215,000)
Proceeds from sales of restaurants                                                         80,000               20,000 
Payments received on notes receivable                                                     356,000              719,000 
                                                                               -------------------  -------------------
Cash (Used In) Provided By Business Investment Activities                                (321,000)             524,000 
                                                                               -------------------  -------------------
FINANCING ACTIVITIES:
Repayment of debt                                                                       ( 829,000)          (1,400,000)
New borrowings                                                                                                 424,000
                                                                               -------------------  -------------------
Cash (Used For) Financing Activities                                                     (829,000)            (976,000)
                                                                               -------------------  -------------------
INCREASE IN CASH                                                                          749,000              152,000 

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

CASH AT END OF PERIOD                                                              $    4,206,000        $   3,092,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                                             $      481,000        $     604,000
                                                                               ===================  ===================
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
                                                                               ===================  ===================
Acquisition of treasury stock in exchange for note receivable                      $      563,000
                                                                               ===================


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
                                            FEBRUARY 28,          February 28,
                                        --------------------  --------------------
                                                1999                  1998
                                        --------------------  --------------------
<S>                                     <C>                   <C>

Royalties                                      $  1,014,000          $    930,000
Franchise and development fees                       69,000                51,000 
Sublease rental income (expense) - net              (49,000)              (74,000)
                                        --------------------  --------------------
Total                                          $  1,034,000          $    907,000
                                        ====================  ====================


                                        NINE MONTHS ENDED     Nine Months Ended
                                        FEBRUARY 28,          February 28,
                                        --------------------  --------------------
                                                       1999                  1998 
                                        --------------------  --------------------
Royalties                                      $  3,009,000           $ 2,738,000
Franchise and development fees                      296,000               296,000 
Sublease rental income (expense) - net              (76,000)               38,000 
Cancellation of development agreements               47,000               190,000 
                                        --------------------  --------------------
Total                                          $  3,276,000           $ 3,262,000
                                        ====================  ====================

</TABLE>




3.                    NOTES  AND  ACCOUNTS  RECEIVABLE

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



                                                       February 28,     May 31,
                                                           1999           1998
                                                      --------------  ------------
<S>                                                   <C>             <C>

Notes receivable                                      $   6,949,000   $ 7,112,000 
Royalties and other receivables due from franchisees        711,000       666,000 
Other                                                        92,000       229,000 
                                                      --------------  ------------
Total                                                     7,752,000     8,007,000 
Less allowance for doubtful accounts                       ( 71,000)     (188,000)
                                                      --------------  ------------
                                                          7,681,000     7,819,000 
Less notes receivable due after one year                 (5,915,000)   (6,076,000)
                                                      --------------  ------------
Notes and accounts receivable-current portion         $   1,766,000   $ 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.          SHAREHOLDERS'  EQUITY  AND  EARNINGS  PER  SHARE

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.  All amounts in the
accompanying unaudited consolidated financial statements have been adjusted to
reflect  the  reverse  stock  split.

In  January 1999, the Company acquired as treasury stock 112,500 shares of its
common stock as a result of the non-payment of a note due to the Company.  The
note  receivable  was  included  in  shareholders'  equity  at  May  31, 1998.


6.          PROPOSED  MERGER

On  January  15,  1999,  the  Company  and  Nathan's Famous, Inc. ("Nathan's")
entered  into  a  definitive  merger  agreement 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 completion of due diligence and approval by a
majority  of  the  shareholders of both Nathan's and Miami Subs.  In November 
1998,  Nathan's  acquired,  in a private transaction, approximately 30% of the
outstanding  common  stock  of  the  Company.

7.          LITIGATION

In January 1999, the Company was served with a class action law suit which was
filed against the Company, its directors and Nathan's in a Florida state court
by  a  shareholder  of the Company.  The suit alleges that the proposed merger
between  the  Company and Nathan's 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 February
28,  1999,  34  Miami  Subs  Grill restaurants (including six Company operated
restaurants)  have  implemented  the  co-branding  program  and  were  selling
Treacher's  products.

Miami  Subs  also  has  co-branding  arrangements  with Baskin-Robbins and BAB
Holdings,  Inc.,  which  provide  for  Miami  Subs  restaurants  to  sell
Baskin-Robbins  ice  cream  products and Big Apple Bagels, My Favorite Muffins
and  Brewster's  Coffee.  In January, a Company operated restaurant also began
selling  Nathan's  Famous  all-beef frankfurters and fresh, crinkle-cut french
fries.

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  nine months ended February 28, 1999 are not necessarily indicative
of  the  results  that  may  be  expected  for  the  Company's  fiscal  year.

During  the  nine  months ended February 28, 1999, nine franchised restaurants
opened  and  eight  franchised  restaurants  closed.  In addition, the Company
sold/transferred seven restaurants to franchisees and acquired/reacquired five
restaurants  from  franchisees.  At February 28, 1999 and 1998, there were 192
restaurants  in  the system, consisting of 15 Company operated restaurants and
177  franchised  restaurants.


COMPARISON  OF  THREE  MONTHS  ENDED  FEBRUARY 28, 1999 TO FEBRUARY 28, 1998

Total  Revenues

Total  Company  revenues  increased  6.1% to approximately $5.7 million in the
third  quarter  of  the  current  year,  compared to $5.4 million in the third
quarter  of  the  prior  year.    The  increase  in  total  revenues  resulted
principally  from  increased  restaurant  sales  and  franchise  revenues.

Restaurant  Sales

Total Company restaurant sales increased 4.2% to approximately $4.4 million in
the  current  quarter, as compared to $4.2 million in the prior year quarter. 
The  increase  in  sales resulted from a change in restaurants 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
quarters)  decreased  by  approximately  0.5%  in  the  current  quarter.  
Same-store-sales  for  the  Company's  restaurants in the year earlier quarter
were  down  approximately 0.9%.  The Company is attempting to improve sales in
its  restaurants  through various marketing programs and operational changes. 
The  Company  may  also  implement  price increases on certain products in the
future.

During  the  current  quarter  the  Company  transferred the operations of one
restaurant  to  a  franchisee.    At  February  28,  1999,  Company  operated
restaurants  were  located  in Florida (10); Texas (4), and New York (1).  The
Company  currently  plans  to sell or transfer to franchisees up to six of the
restaurants  that  it operated at February 28, 1999.  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 $1,034,000 in the current
quarter,  as  compared  to  $907,000  in  the  prior  year  quarter.

In  the  current  year's third quarter, two franchised restaurants opened, the
Company  transferred  the  operations  of  one restaurant to a franchisee, and
three  franchised  restaurants  closed.  At February 28, 1999 and 1998,  there
were  177  franchised  restaurants  in  the  system.

Royalty  income in the current quarter increased to $1,014,000, as compared to
$930,000  in  the  prior  year  quarter,  principally  from the opening of new
restaurants since the prior year quarter and collections of delinquent royalty
fees.    At  February  28,  1999, approximately 23% of restaurants operated by
franchisees  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 and increased by approximately 0.3% in the current
year's  third  quarter  (as compared to a decline of approximately 5.8% 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 February 28, 1999, had been
added  to  34  franchised  restaurants.

The  Company  leases/subleases principally Miami Subs restaurant facilities to
franchisees  and  revenues  (presented  net  of  related  lease  costs  in the
accompanying  financial  statements)  have  been  adversely  affected from the
delinquency  and  non-payment  of  certain of these leases/subleases.  For the
three  months  ended  February 28, 1999, revenues do not include approximately
$134,000  in  delinquent  lease  payments,  and  at  February  28,  1999, nine
restaurant  facilities  which  are leased/subleased to franchisees were two or
more  months  delinquent  in  monthly  lease  payments  due  to  the Company. 
Subsequent  to  February 28, 1999, the Company reacquired two 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  $36.6  million  in the
current  quarter, as compared to $36.1 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 February 28, 1999, had been
added  to  34 Miami Subs restaurants.  Sales for all comparable restaurants in
the  system  were  approximately the same as sales in the prior year quarter. 
Same-store-sales  for  the  system  in  the  prior  year  quarter  were  down
approximately  5.6%.    The  Company  attributes  the  improvement  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  34  restaurants.

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 $6.9 million at February 28,
1999,  as compared to $8.7 million at February 28, 1998. At February 28, 1999,
six  individual  notes  receivable  from the sale of restaurants which are due
from franchisees with outstanding balances totaling approximately $1.2 million
(net  of deferred fees and credits) were delinquent in monthly payments due to
the Company, and unpaid interest income of approximately $39,000 for the three
months  ended  February  28,  1999  had not been accrued on delinquent notes. 
Subsequent  to  February  28,  1999,  the  Company  reacquired  two  of  these
restaurants  in  lieu  of  payment  of  the  notes.

Restaurant  Operating  Costs

Restaurant  operating  costs  in  Company  operated  restaurants  amounted  to
approximately  $4.2  million  or  95.0%  of  sales  in the current quarter, as
compared to 93.8% of sales in the prior year's third quarter.  The increase in
restaurant operating costs as a percent of sales was principally due to higher
food  and  labor  costs  during  the  current  quarter.

General,  Administrative  and  Franchise  Costs

General,  administrative  and franchise costs amounted to $770,000 or 13.5% of
total  revenue  in  the  current  quarter, as compared to $688,000 or 12.8% of
total  revenue  in  the  prior  year quarter.  Costs in the prior year quarter
included  a  non-recurring  reduction  to  expenses  totaling  approximately
$159,000.    Recurring  general  and  administrative costs were lower than the
prior  year  quarter  (excluding  the impact of the non-recurring reduction to
expense),  principally  due  to  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  $7.0  million  at February 28, 1998 to $5.9 million at February
28,  1999,  interest  expense decreased to $146,000 in the current quarter, as
compared  to  $194,000  in  the  prior  year  quarter.

Merger  Costs

Expenses in the quarter ended February 28, 1999 include costs incurred to date
of  $144,000 in connection with the proposed merger with Nathan's Famous, Inc.
(See  footnote  6.).

Provision  for  Income  Taxes

The  Company's effective tax rate for the three months ended February 28, 1999
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  NINE  MONTHS  ENDED  FEBRUARY 28, 1999 TO FEBRUARY 28, 1998

Total  Revenues

Total Company revenues increased by 2.0% to approximately $17.8 million in the
current  nine  month  period,  as  compared  to 17.4 million in the prior year
period.   The increase in total revenues resulted principally from an increase
in  restaurant  sales  and  gain  on sales of restaurants, which was partially
offset  by  a  reduction  in  interest  income.

Restaurant  Sales

The  Company's  total  restaurant  sales increased 2.8% to approximately $13.7
million  in the current nine month period, as compared to $13.3 million in the
prior  year  period.  The increase in sales resulted principally from a change
in  the restaurants 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 nine
month  periods)  increased  by  approximately  0.5%  in the current nine month
period.    Same-store-sales  for the Company's restaurants in the year earlier
period    were  down approximately 4.0%.  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 February
28,  1999,  had  been  added  to  six  of  the  Company's  restaurants.

During  the current nine month period, the Company reacquired four restaurants
from  franchisees  in exchange for notes payable to the Company, purchased one
restaurant  from  a  franchisee,  and  sold/transferred  seven  restaurants to
franchisees.   At February 28, 1999, Company operated restaurants were located
in  Florida (10); Texas (4), and New York (1).  The Company currently plans to
sell  or transfer to franchisees up to six of the restaurants that it operated
at  February 28, 1999.  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 $3,276,000 in the current
nine  month  period,  as  compared  to  $3,262,000  in  the prior year period.

During  the current nine month period, nine franchised restaurants opened, the
Company  sold/transferred  seven  restaurants  to  franchisees  and
acquired/reacquired  five  restaurants  from franchisees, and eight franchised
restaurants  closed.  At February 28, 1999 and 1998, there were 177 franchised
restaurants  in  the  system.

Royalty  income  in  the  current  nine  month  period  increased  by  9.9% to
$3,009,000,  as  compared  to $2,738,000 in the prior year period, principally
from  the  opening  of  new  restaurants  since  the  prior  year  period  and
collections  of  delinquent royalty fees.  At February 28, 1999, approximately
23% 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  declined  by
approximately  1.1% in the current nine month period (as compared to a decline
of  approximately  8.3%  in  the  prior  year nine 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
February  28,  1999,  had  been  added  to  28  franchised  restaurants.

During  the  current  nine  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  nine month period, the Company recognized
$190,000  in  revenues  from  such  terminations.

The  Company  leases/subleases principally Miami Subs restaurant facilities to
franchisees  and  revenues  (which are presented net of related lease costs in
the  accompanying  financial statements) have been adversely affected from the
delinquency  and  non-payment  of  certain of these leases/subleases.  For the
nine  months  ended  February  28, 1999, revenues do not include approximately
$294,000  in  delinquent  lease  payments  and  at  February  28,  1999,  nine
restaurant  facilities  which  are leased/subleased to franchisees were two or
more months delinquent in monthly payments to the Company.  During the current
nine month period, the Company reacquired four restaurants from franchisees as
a  result  of  the default of the leases and notes payable to the Company, and
subsequent  to  February  28,  1999,  the  Company  reacquired  two additional
restaurants.

System-Wide  Sales

System-wide  sales,  which  includes  sales  from  all  Company  operated  and
franchised  restaurants,  increased  to  approximately  $110.9  million in the
current  nine  month period, as compared to $109.7 million in the year earlier
nine  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
February  28,  1999,  had  been  added  to  34  Miami  Subs  restaurants.  
Same-store-sales  for  all  comparable  restaurants  in the system declined by
approximately 0.9% in the current nine month period.  Same-store-sales for the
system  in the prior year nine month period were down approximately 7.8%.  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  34  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  seven restaurants to franchisees
during  the  current  nine month period, as compared to three restaurants that
were  sold/transferred  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 nine month period, loans in the amount of $1,015,000 were
made  to  franchisees  in  connection  with  the  sale  of    restaurants  to
franchisees.  Total notes receivable amounted to approximately $6.9 million at
February  28,  1999,  as  compared  to  $8.7  million at February 28, 1998. At
February  28,  1999,  six  individual  notes  receivable  which  are  due from
franchisees with outstanding balances totaling approximately $1.2 million (net
of  deferred  fees and credits) were delinquent in monthly payments due to the
Company,  and  unpaid  interest  income of approximately $149,000 for the nine
months ended February 28, 1999 had not been accrued on delinquent notes.  As a
result  of  these  delinquencies  and  the  lower  average  balance  of  notes
receivable  outstanding during the current period, interest income declined to
$455,000 in the current nine month period, as compared to $546,000 in the year
earlier  period.   Subsequent to February 28, 1999, the Company reacquired two
restaurants  in  lieu  of  payment  of  the  notes.

Restaurant  Operating  Costs

Restaurant  operating  costs  in  Company  operated  restaurants  amounted  to
approximately  $12.9  million  or  93.9%  of  sales  in the current nine month
period, as compared to 95.6% 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
first  six  months  of  the  current  period,  which  was in part offset by an
increase  in  such  costs  during  the  last  three  months  of  the  period.

General,  Administrative  and  Franchise  Costs

General, administrative and franchise costs amounted to $2,450,000 or 13.8% of
total  revenue  in the current nine month period, as compared to $2,406,000 or
13.8%  of  total  revenue  in  the prior year period.  Costs in the prior year
period  included  certain  non-recurring  reductions  to  expenses  totaling
approximately $284,000.  Recurring general and administrative costs were lower
than  the  prior  year  period  (excluding  the  impact  of  the non-recurring
reductions  to  expenses),  principally  due  to  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  $7.0  million  at February 28, 1998 to $5.9 million at February
28,  1999,  interest  expense  decreased to $479,000 in the current nine month
period,  as  compared  to  $600,000  in  the  prior  year  period.

Merger  Costs

Expenses  in  the  nine  month  period  ended  February 28, 1999 include costs
incurred  to  date  of  $144,000  in  connection with the proposed merger with
Nathan's  Famous,  Inc.  (see  footnote  6.).

Provision  for  Income  Taxes

The  Company's  effective tax rate for the nine months ended February 28, 1999
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.

LIQUIDITY  AND  CAPITAL  RESOURCES

During  the nine month period ended February 28, 1999, the Company's principal
sources  of  cash  were  from operating activities totaling approximately $1.9
million and  principal payments received on notes receivable of $356,000.  The
Company's  principal  uses  of  cash in the current nine month period were for
scheduled  debt  repayments  of  $829,000  and the acquisition of a franchised
restaurant  and property renovations and improvements totaling $757,000.  Cash
and  cash  equivalents  at  February 28, 1999, amounted to $4.2 million (which
includes unexpended marketing fund contributions of $1.6 million), as compared
to  $3,457,000 (including $970,000 in unexpended marketing fund contributions)
at May 31, 1998.  At February 28, 1999, the Company's working capital position
was  $512,000,  as  compared  to  $88,000  at  May  31, 1998, and a deficit of
$298,000  one  year  ago.  The Company's working capital position has improved
principally  as  a  result of improved cash flow from operations 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  $253,000, 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 and certain enhancements to corporate and
restaurant  management  information  systems.    The  estimated  cost of these
planned capital expenditures is not expected to exceed approximately $150,000.

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  $188,000.

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., offers Arthur
Treacher's products in 34 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 August
31,  1999.    Following  initial  testing,  additional  remedial action may be
necessary  and  further  testing  will  be  performed.   The Company currently
estimates  that  the  costs  of  completing  its  Year  2000  plan will not 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  assit  them  in  determining if 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 August 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  1.    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  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  was  filed  by  the  Company  on December 4, 1998 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 (approximately 2.0 million shares adjusted for the
Company's  one-for-four  reverse  stock  split  in  January  1999), comprising
approximately 30% of the Company's outstanding shares, 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.

A  Form  8-K  was  filed by the Company on February 3, 1999 to report that the
Company and Nathan's Famous, Inc. ("Nathan's"), and Miami Acquisition Corp. (a
newly  formed  Florida  corporation  and  wholly-owned  subsidiary of Nathan's
("Sub")),  entered into an Agreement and Plan of Merger pursuant to which Subs
will  merge  with and into the Company, with Miami Subs Corporation thereafter
becoming  a  wholly-owned  subsidiary  of  Nathan's.

A Form 8-K was filed by the Company on March 5, 1999 to report that Miami Subs
Corporation  reported  in  a press release dated March 4, 1999 that due to the
denial  by  the  Nasdaq  Listing  Qualifications  Panel  (the  "Panel") of the
Company's  request  to  extend  the  period  of  time to comply with the final
condition  specified  by the Panel to maintain its listing on the Nasdaq Small
Cap  Market, trading in its common stock on such market ceased as of the close
of business on March 2, 1999.  The Company's common stock commenced trading on
the  OTC  Bulletin  Board  on  March  3,  1999.

                                 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.

April 12, 1999                             MIAMI SUBS CORPORATION

                                            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