content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 30, 1999
                                              Registration No. 333-
                                                                    -------------
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                    -----------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                    -----------
  
                               DAVE & BUSTER'S, INC.
               (Exact name of registrant as specified in its charter)
  
              MISSOURI                                         45-1532756
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
  
                                 2481 MANANA DRIVE
                                DALLAS, TEXAS 75220
                      (Address of Principal Executive Offices)
  
                              DAVE & BUSTER'S EMPLOYEE
                                401(k) SAVINGS PLAN
                              (Full title of the plan)
  
                                    -----------
  
         Alan L. Murray                    Copy to:     T. Mark Edwards
         Vice President,                            Gardere & Wynne, L.L.P.
  General Counsel and Secretary                         1601 Elm Street
        2481 Manana Drive                                 Suite 3000
       Dallas, Texas 75220                           Dallas, Texas  75201
         (214) 357-9588                                 (214) 999-4654
  
            (Name and address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================================
                                                                    PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                AMOUNT TO BE        OFFERING PRICE PER    AGGREGATE OFFERING          AMOUNT OF
             TO BE REGISTERED                 REGISTERED (1)              SHARE               PRICE (1)          REGISTRATION FEE
  - --------------------------------------------------------------------------------------------------------------------------------
  <S>                                          <C>                 <C>                   <C>                      <C>
  Common Stock, $0.01 par value                100,000 shares(2)         $11.812             $1,181,200             $328.37
  ================================================================================================================================
  </TABLE>
  
  (1)    Pursuant to Rule 416 under the Securities Act of 1933, this registration
         statement also covers an indeterminate number of shares as may be
         required to cover possible adjustments under the Plan by reason of any
         stock dividend, stock split, share combination, exchange of shares,
         recapitalization, merger, consolidation, separation, reorganization,
         liquidation or the like, of or by the Registrant. In addition, pursuant
         to Rule 416(c) under the Securities Act of 1933, this registration
         statement also covers an indeterminate amount of interests to be offered
         or sold pursuant to the employee benefit plan described herein.
  
  (2)    Calculated pursuant to Rule 457(h), based on the average of the high and
         low prices for the Common Stock on September 24, 1999, as reported on
         the New York Stock Exchange, Inc.
  ================================================================================
  
  <PAGE>   2
                                       PART I
  
                 INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
         *Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended (the
         "Securities Act"), and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
         The following documents filed by Dave & Buster's, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "Commission")
  are incorporated by reference in this Registration Statement.
  
         (1)     The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended January 31, 1999, filed pursuant to Section 13(a) of the
                 Securities Exchange Act of 1934, as amended (the "Exchange Act")
                 (File No. 0-25858);
  
         (2)     All other reports filed by the Registrant pursuant to Section
                 13(a) or 15(d) of the Exchange Act since January 31, 1999; and
  
         (3)     The description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-A, as filed
                 with the Commission on May 14, 1999, including any amendments or
                 reports filed for the purpose of updating such description.
  
         In addition, all documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Generally, under Missouri law, a corporation may indemnify a director or
  officer against expenses (including attorneys' fees), judgments, fines and
  settlement payments actually and reasonably incurred in connection with an
  action, suit or proceeding (other than by or in the right of the corporation)
  to which he is made a party by virtue of his service to the corporation,
  provided that he acted in good faith and in a manner he reasonably believed to
  be in or not opposed to the best interests of the corporation and, with respect
  to any criminal action or proceeding, he had no reasonable cause to believe his
  conduct was unlawful. With respect to an action or suit by or in the right of a
  corporation, the corporation may generally indemnify a director or officer
  against expenses and settlement payments actually and reasonably incurred if he
  acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the best interests of the corporation, except that indemnification
  is not permitted, unless a court otherwise determines it proper, to the extent
  such person is found liable for negligence or misconduct. Missouri law
  
  
                                        II-1
  <PAGE>   3
  further states that a corporation shall indemnify a director or officer against
  expenses actually and reasonably incurred in any of the above actions, suits or
  proceedings to the extent such person is successful on the merits or otherwise
  in defense of the same.
  
         Missouri law generally grants a corporation the power to adopt broad
  indemnification provisions with respect to its directors and officers, but it
  places certain restrictions on a corporation's ability to indemnify its
  officers and directors against conduct which is finally adjudged to have been
  knowingly fraudulent or deliberately dishonest or to have involved willful
  misconduct.
  
         Article Eleven of the Registrant's Articles eliminates, to the fullest
  extent permissible under the corporation laws of the State of Missouri, the
  liability of directors to the Registrant and the stockholders for monetary
  damages for breach of fiduciary duty as a director. Such provisions further
  provide that indemnification of directors and officers shall be provided to the
  fullest extent permitted under Missouri law. The Registrant also maintains a
  directors' and officers' liability insurance policy insuring directors and
  officers of the Registrant for up to $10.0 million of covered losses as defined
  in the policy. The Registrant has also entered into indemnity agreements with
  its executive officers and directors which generally provide for
  indemnification for such individuals to the fullest extent provided by law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
          4.1    Dave & Buster's Employee 401(k) Savings Plan
  
         23.1    Consent of Ernst & Young LLP
  
         24.1    Power of Attorney (set forth on the signature pages of this
                 Registration Statement)
  
         In lieu of an opinion of counsel concerning compliance with the
  requirements of the Employee Retirement Income Security Act of 1974, as
  amended, or an Internal Revenue Service determination letter that the Plan as
  amended and restated is qualified under Section 401 of the Internal Revenue
  Code of 1986, as amended, the Registrant hereby undertakes to submit the Plan
  and any amendments thereto to the Internal Revenue Service in a timely manner
  and to make all changes required by the Internal Revenue Service in order to
  qualify the Plan.
  
  ITEM 9.  UNDERTAKINGS.
  
        The undersigned Registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
        made of the securities registered hereby, a post-effective amendment to
        this Registration Statement:
  
                   (i)   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;
  
                   (ii)  To reflect in the prospectus any facts or events arising
                         after the effective date of this Registration Statement
                         (or the most recent post-effective amendment thereof)
                         which, individually or in the aggregate, represent a
                         fundamental change in the information set forth in this
                         Registration Statement;
  
                   (iii) To include any material information with respect to the
                         plan of distribution not previously disclosed in this
                         Registration Statement or any material change to such
                         information in this Registration Statement;
  
        provided, however, that the undertakings set forth in paragraphs (1)(i)
        and (1)(ii) above do not apply if the information required to be included
        in a post-effective amendment by these paragraphs is contained in
        periodic reports filed by the Registrant pursuant to Section 13 or
        Section 15(d) of the Securities Exchange Act of 1934 that are
        incorporated by reference in this Registration Statement.
  
  
                                        II-2
  <PAGE>   4
  
               (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.
  
               (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.
  
        The undersigned Registrant hereby further undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
          Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act of 1933 and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on September 30, 1999.
  
                                      DAVE & BUSTER'S, INC.
                                      (Registrant)
  
  
                                      By:  /s/ DAVID O. CORRIVEAU
                                           --------------------------------------
                                           David O. Corriveau, Co-Chairman of the
                                           Board, Co-Chief Executive Officer and
                                           President
  
        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  in this Registration Statement in any capacity hereby constitutes and appoints
  David O. Corriveau and Alan L. Murray and each of them (with full power in each
  of them to act alone), his true and lawful attorney-in-fact and agent, with
  full power of substitution, for him and in his name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same with the
  Securities and Exchange Commission, with all exhibits thereto, and other
  documents in connection therewith, granting unto said attorneys-in-fact and
  agents, full power and authority to do and perform each and every act and thing
  requisite or desirable.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on September 30, 1999.
  
  <TABLE>
  <CAPTION>
        Name                                                    Title
        ----                                                    -----
  <S>                                                    <C>
  /s/ DAVID O. CORRIVEAU                                 Co-Chairman of the Board, Co-Chief Executive Officer,
  - ------------------------------------------             President and Director
  David O. Corriveau                                     (Principal Executive Officer)
  
  /s/ JAMES W. CORLEY                                    Co-Chairman of the Board, Co-Chief Executive Officer,
  - ------------------------------------------             Chief Operating Officer and Director
  James W. Corley
  
  
  /s/ CHARLES MICHEL                                     Vice President and  Chief Financial Officer
  - ------------------------------------------             (Principal Financial and Accounting Officer)
  Charles Michel
  
  
  /s/ ALLEN J. BERNSTEIN                                 Director
  - ------------------------------------------
  Allen J. Bernstein
  
  
                                                         Director
  - ------------------------------------------
  Peter A. Edison
  
  
  /s/ BRUCE H. HALLETT                                   Director
  - ------------------------------------------
  Bruce H. Hallett
  </TABLE>
  
  
                                        II-4
  <PAGE>   6
  
  <TABLE>
  <S>                                                    <C>
  /s/ WALTER S. HENRION                                  Director
  - ------------------------------------------
  Walter S. Henrion
  
  
  /s/ MARK A. LEVY                                       Director
  - ------------------------------------------
  Mark A. Levy
  
  
                                                         Director
  - ------------------------------------------
  Christopher C. Maguire
  
  
  - ------------------------------------------             Director
  Mark B. Vittert
  </TABLE>
  
  
                                        II-5
  <PAGE>   7
  
  
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number             Description
  - -------            -----------
  <S>         <C>
     4.1      Dave & Buster's Employee 401(k) Savings Plan
  
    23.1      Consent of Ernst & Young LLP
  
    24.1      Power of Attorney (set forth on the signature pages of this
              Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18095}]
metadata_filer: {"company-data": {"conformed-name": "DAVE & BUSTERS INC", "cik": "0000943823", "assigned-sic": "5812", "irs-number": "431532756", "state-of-incorporation": "MO", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "file-number": "333-88183", "film-number": "99721095"}, "business-address": {"street1": "2481 MANANA DRIVE", "city": "DALLAS", "state": "TX", "zip": "75220", "phone": "2143579588"}, "mail-address": {"street1": "2481 MANANA DR", "city": "DALLAS", "state": "TX", "zip": "75220"}}
text: 1
     As filed with the Securities and Exchange Commission on September 30, 1999
                                              Registration No. 333-
                                                                    -------------
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                    -----------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                    -----------
  
                               DAVE & BUSTER'S, INC.
               (Exact name of registrant as specified in its charter)
  
              MISSOURI                                         45-1532756
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                                 2481 MANANA DRIVE
                                DALLAS, TEXAS 75220
                      (Address of Principal Executive Offices)
  
                              DAVE & BUSTER'S EMPLOYEE
                                401(k) SAVINGS PLAN
                              (Full title of the plan)
  
                                    -----------
  
         Alan L. Murray                    Copy to:     T. Mark Edwards
         Vice President,                            Gardere & Wynne, L.L.P.
  General Counsel and Secretary                         1601 Elm Street
        2481 Manana Drive                                 Suite 3000
       Dallas, Texas 75220                           Dallas, Texas  75201
         (214) 357-9588                                 (214) 999-4654
  
            (Name and address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================================================================
                                                                    PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                AMOUNT TO BE        OFFERING PRICE PER    AGGREGATE OFFERING          AMOUNT OF
             TO BE REGISTERED                 REGISTERED (1)              SHARE               PRICE (1)          REGISTRATION FEE
  - --------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value                100,000 shares(2)         $11.812             $1,181,200             $328.37
  ================================================================================================================================
  (1)    Pursuant to Rule 416 under the Securities Act of 1933, this registration
         statement also covers an indeterminate number of shares as may be
         required to cover possible adjustments under the Plan by reason of any
         stock dividend, stock split, share combination, exchange of shares,
         recapitalization, merger, consolidation, separation, reorganization,
         liquidation or the like, of or by the Registrant. In addition, pursuant
         to Rule 416(c) under the Securities Act of 1933, this registration
         statement also covers an indeterminate amount of interests to be offered
         or sold pursuant to the employee benefit plan described herein.
  
  (2)    Calculated pursuant to Rule 457(h), based on the average of the high and
         low prices for the Common Stock on September 24, 1999, as reported on
         the New York Stock Exchange, Inc.
  ================================================================================
  2
                                       PART I
  
                 INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
         *Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended (the
         "Securities Act"), and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
         The following documents filed by Dave & Buster's, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "Commission")
  are incorporated by reference in this Registration Statement.
  
         (1)     The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended January 31, 1999, filed pursuant to Section 13(a) of the
                 Securities Exchange Act of 1934, as amended (the "Exchange Act")
                 (File No. 0-25858);
  
         (2)     All other reports filed by the Registrant pursuant to Section
                 13(a) or 15(d) of the Exchange Act since January 31, 1999; and
  
         (3)     The description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-A, as filed
                 with the Commission on May 14, 1999, including any amendments or
                 reports filed for the purpose of updating such description.
  
         In addition, all documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Generally, under Missouri law, a corporation may indemnify a director or
  officer against expenses (including attorneys' fees), judgments, fines and
  settlement payments actually and reasonably incurred in connection with an
  action, suit or proceeding (other than by or in the right of the corporation)
  to which he is made a party by virtue of his service to the corporation,
  provided that he acted in good faith and in a manner he reasonably believed to
  be in or not opposed to the best interests of the corporation and, with respect
  to any criminal action or proceeding, he had no reasonable cause to believe his
  conduct was unlawful. With respect to an action or suit by or in the right of a
  corporation, the corporation may generally indemnify a director or officer
  against expenses and settlement payments actually and reasonably incurred if he
  acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the best interests of the corporation, except that indemnification
  is not permitted, unless a court otherwise determines it proper, to the extent
  such person is found liable for negligence or misconduct. Missouri law
  
                                        II-1
  3
  further states that a corporation shall indemnify a director or officer against
  expenses actually and reasonably incurred in any of the above actions, suits or
  proceedings to the extent such person is successful on the merits or otherwise
  in defense of the same.
  
         Missouri law generally grants a corporation the power to adopt broad
  indemnification provisions with respect to its directors and officers, but it
  places certain restrictions on a corporation's ability to indemnify its
  officers and directors against conduct which is finally adjudged to have been
  knowingly fraudulent or deliberately dishonest or to have involved willful
  misconduct.
  
         Article Eleven of the Registrant's Articles eliminates, to the fullest
  extent permissible under the corporation laws of the State of Missouri, the
  liability of directors to the Registrant and the stockholders for monetary
  damages for breach of fiduciary duty as a director. Such provisions further
  provide that indemnification of directors and officers shall be provided to the
  fullest extent permitted under Missouri law. The Registrant also maintains a
  directors' and officers' liability insurance policy insuring directors and
  officers of the Registrant for up to $10.0 million of covered losses as defined
  in the policy. The Registrant has also entered into indemnity agreements with
  its executive officers and directors which generally provide for
  indemnification for such individuals to the fullest extent provided by law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
          4.1    Dave & Buster's Employee 401(k) Savings Plan
  
         23.1    Consent of Ernst & Young LLP
  
         24.1    Power of Attorney (set forth on the signature pages of this
                 Registration Statement)
  
         In lieu of an opinion of counsel concerning compliance with the
  requirements of the Employee Retirement Income Security Act of 1974, as
  amended, or an Internal Revenue Service determination letter that the Plan as
  amended and restated is qualified under Section 401 of the Internal Revenue
  Code of 1986, as amended, the Registrant hereby undertakes to submit the Plan
  and any amendments thereto to the Internal Revenue Service in a timely manner
  and to make all changes required by the Internal Revenue Service in order to
  qualify the Plan.
  
  ITEM 9.  UNDERTAKINGS.
  
        The undersigned Registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
        made of the securities registered hereby, a post-effective amendment to
        this Registration Statement:
  
                   (i)   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;
  
                   (ii)  To reflect in the prospectus any facts or events arising
                         after the effective date of this Registration Statement
                         (or the most recent post-effective amendment thereof)
                         which, individually or in the aggregate, represent a
                         fundamental change in the information set forth in this
                         Registration Statement;
  
                   (iii) To include any material information with respect to the
                         plan of distribution not previously disclosed in this
                         Registration Statement or any material change to such
                         information in this Registration Statement;
  
        provided, however, that the undertakings set forth in paragraphs (1)(i)
        and (1)(ii) above do not apply if the information required to be included
        in a post-effective amendment by these paragraphs is contained in
        periodic reports filed by the Registrant pursuant to Section 13 or
        Section 15(d) of the Securities Exchange Act of 1934 that are
        incorporated by reference in this Registration Statement.
  
                                        II-2
  4
  
               (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.
  
               (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.
  
        The undersigned Registrant hereby further undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
          Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act of 1933 and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
                                        II-3
  5
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on September 30, 1999.
  
                                      DAVE & BUSTER'S, INC.
                                      (Registrant)
  
                                      By:  /s/ DAVID O. CORRIVEAU
                                           --------------------------------------
                                           David O. Corriveau, Co-Chairman of the
                                           Board, Co-Chief Executive Officer and
                                           President
  
        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  in this Registration Statement in any capacity hereby constitutes and appoints
  David O. Corriveau and Alan L. Murray and each of them (with full power in each
  of them to act alone), his true and lawful attorney-in-fact and agent, with
  full power of substitution, for him and in his name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same with the
  Securities and Exchange Commission, with all exhibits thereto, and other
  documents in connection therewith, granting unto said attorneys-in-fact and
  agents, full power and authority to do and perform each and every act and thing
  requisite or desirable.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on September 30, 1999.
  Name                                                    Title
        ----                                                    -----
  /s/ DAVID O. CORRIVEAU                                 Co-Chairman of the Board, Co-Chief Executive Officer,
  - ------------------------------------------             President and Director
  David O. Corriveau                                     (Principal Executive Officer)
  
  /s/ JAMES W. CORLEY                                    Co-Chairman of the Board, Co-Chief Executive Officer,
  - ------------------------------------------             Chief Operating Officer and Director
  James W. Corley
  
  /s/ CHARLES MICHEL                                     Vice President and  Chief Financial Officer
  - ------------------------------------------             (Principal Financial and Accounting Officer)
  Charles Michel
  
  /s/ ALLEN J. BERNSTEIN                                 Director
  - ------------------------------------------
  Allen J. Bernstein
  
                                                         Director
  - ------------------------------------------
  Peter A. Edison
  
  /s/ BRUCE H. HALLETT                                   Director
  - ------------------------------------------
  Bruce H. Hallett
  II-4
  6
  /s/ WALTER S. HENRION                                  Director
  - ------------------------------------------
  Walter S. Henrion
  
  /s/ MARK A. LEVY                                       Director
  - ------------------------------------------
  Mark A. Levy
  
                                                         Director
  - ------------------------------------------
  Christopher C. Maguire
  
  - ------------------------------------------             Director
  Mark B. Vittert
  II-5
  7
  
                                 INDEX TO EXHIBITS
  Exhibit
  Number             Description
  - -------            -----------
  4.1      Dave & Buster's Employee 401(k) Savings Plan
  
    23.1      Consent of Ernst & Young LLP
  
    24.1      Power of Attorney (set forth on the signature pages of this
              Registration Statement)