8-K

                  SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

                               FORM 8-K

                            CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): March 17, 1999


                       Good Times Restaurants Inc. 
            (Exact name of registrant as specified in its charter)

           Nevada                  0-18590                     84-1133368 
(State or other jurisdiction     (Commission                 (IRS Employer
      of incorporation)          File Number)              Identification No.)



601 Corporate Circle
Golden, CO                                                        80401   
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (303) 384-1400


                                     N/A
           (Former name or former address, if changed since last report)


Item 5.   Other Events.

   On March 17, 1999, Good Times Restaurants Inc. announced that it had
entered into an agreement to sell 350,000 shares of its common stock at $3.00
per share to The Bailey Company, a principal shareholder of Good Times
Restaurants.  The press release announcing this development is furnished as
Exhibit 99.1 to this report.

Item 7.   Financial Statements and Exhibits.

     (a)   None.
     (b)   None.
     (c)   The following exhibit is furnished as part of this report:

           Exhibit 99.1   Press release of Good Times Restaurants Inc. dated
                          March 17, 1999.



                                   SIGNATURE

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

Date: March 17, 1999                GOOD TIMES RESTAURANTS INC.

                                         /s/ Boyd E. Hoback
                                     By: ___________________________________
                                         Boyd E. Hoback, President

EX-1

                                Exhibit 99.1







FOR IMMEDIATE RELEASE:                                          N E W S
March 17, 1999                                                  Nasdaq-GTIM



              GOOD TIMES ANNOUNCES AGREEMENT FOR PRIVATE PLACEMENT

Good Times Restaurants Inc. today announced it has entered into an agreement
to sell 350,000 shares of its common stock at $3 per share to The Bailey
Company, a principal shareholder of the Company.  The shares will not be
registered nor fully tradeable for two years.

Boyd Hoback, President and CEO said "We have been in the market for a small
private placement to augment our mortgage and lease financing commitments. 
The Bailey Company elected to make the investment themselves to avoid dilution
of their existing equity position and to participate more fully in the future
of Good Times.  The pricing is beneficial to the Company at a nominal discount
to the recent market price and the transaction has no fees associated with
it."

Hoback added "Combined with our cash flow, we now have capital commitments in
place for the next 18 - 24 months' development of new stores in Colorado. We
are continuing to aggressively seek new locations to increase our store base
in Colorado by over 30% during that time period.  As we add new restaurants,
our advertising and overhead efficiencies improve and we anticipate continued
growth in our profitability as a result."

                                         # # #
CONTACT:
Good Times Restaurants Inc.                                      
Boyd E. Hoback, President & CEO, 303/384-1411

Certain statements in this release that are not historical facts may be
"forward-looking statements."  Actual events may differ materially from those
projected in any forward-looking statement.  There are a number of important
factors involving risks and uncertainties beyond the control of the Company
that could cause actual events to differ materially from those expressed or
implied by such statements.  A description of risks and uncertainties
attendant to Good Times Restaurants Inc. and its industry and other factors
which could affect the Company's financial results are included in the
Company's Securities and Exchange Commission Filings.