content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 30, 1998
                                               Registration No. 333-______________
  --------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                 -----------------
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          U.S. RESTAURANT PROPERTIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
               MARYLAND                                    75-2687420
     (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
            5310 HARVEST HILL ROAD                            75230
                  SUITE 270                                (Zip Code)
                DALLAS, TEXAS
  (Address of Principal Executive Offices)
  
  
                    U.S. RESTAURANT PROPERTIES, INC. OPTION PLAN
                              (Full Title of the Plan)
  
                                 ROBERT J. STETSON
                          U.S. RESTAURANT PROPERTIES, INC.
                               5310 HARVEST HILL ROAD
                                     SUITE 270
                               DALLAS, TEXAS   75230
                      (Name and Address of Agent For Service)
                                   (972) 387-1487
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
  
                                  KENNETH L. BETTS
                          WINSTEAD SECHREST & MINICK P.C.
                                  1201 ELM STREET
                                     SUITE 5400
                               DALLAS, TEXAS   75270
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ================================================================================================================
          Title of                                 Proposed                Proposed
      Securities to be          Amount              Maximum                Maximum
         Registered             to be           Offering Price            Aggregate              Amount of
                              Registered         Per Share(1)         Offering Price(1)     Registration Fee(2)
  ----------------------------------------------------------------------------------------------------------------
   <S>                      <C>                     <C>                  <C>                      <C>
   Common Stock, par        450,000 Shares          $27.44               $12,348,000              $3,643
   value $.01 par share
  ================================================================================================================
  </TABLE>
  
  (1)    Estimated solely for the purposes of calculating the registration fee.
  (2)    Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
         registration fee has been calculated based on the average of the high
         and low prices of the Registrant's common stock on March 25, 1998 (as
         reported on the New York Stock Exchange).
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  1.     PLAN INFORMATION.*
  
  2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  ---------------
  
  *      Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I of
         Form S-8.
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents listed below hereby are incorporated by reference into
  this registration statement on Form S-8 (the "Registration Statement").  All
  documents subsequently filed by U.S. Restaurant Properties, Inc. (the
  "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
  Registration Statement and before the filing of a post-effective amendment to
  the Registration Statement which indicates that all shares of the Company's
  common stock offered hereunder have been sold or which deregisters all such
  shares then remaining unsold shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  
           1.               The Company's Annual Report on Form 10-K for the
                            fiscal year ended December 31, 1997; and
  
           2.               The description of the Company's common stock
                            contained in the registration statement on Form 8-A
                            under the Exchange Act filed by the Company with the
                            Commission on February 20, 1997.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not required.  The Registrant's Common Stock has been registered under
  Section 12 of the Exchange Act.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Articles of Incorporation, as amended (the "Articles of
  Incorporation"), provide certain limitations on the liability of the Company's
  directors and officers for monetary damages to the Company.  The Articles of
  Incorporation obligate the Company to indemnify its directors and officers, and
  permit the Company to indemnify its employees and other agents, against certain
  liabilities incurred in connection with their service in such capacities.
  These provisions could reduce the legal remedies available to the Company and
  the stockholders against these individuals.
  
           The Articles of Incorporation require the Company to indemnify (a) the
  Company's directors and officers whether serving the Company or at its request
  any other entity who have
  
  
  
  
  
                                        II-1
  <PAGE>   4
  been successful, on the merits or otherwise, in the defense of a proceeding to
  which he was made a party by reason of his service in that capacity, against
  reasonable expenses incurred by him in connection with the proceeding unless it
  is established that (i) his act or omission was material to the matter giving
  rise to the proceeding and was committed in bad faith or was the result of
  active and deliberate dishonesty, (ii) he actually received an improper
  personal benefit in money, property or services or (iii) in the case of a
  criminal proceeding, he had reasonable cause to believe that his act or
  omission was unlawful and (b) other employees and agents of the Company to such
  extent as shall be authorized by the Board of Directors or the Company's Bylaws
  and be permitted by law.  In addition, the Articles of Incorporation require
  the Company to pay or reimburse, in advance of the final disposition of a
  proceeding, reasonable expenses incurred by a director or officer who is a
  party to a proceeding under procedures provided for under the Maryland General
  Corporation Law (the "MGCL").  The Company's Bylaws also permit the Company to
  provide such other and further indemnification or payment or reimbursement of
  expenses as the Board of Directors deems to be in the interest of the Company
  and as may be permitted by the MGCL for directors, officers and employees of
  Maryland corporations.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5.1     Opinion of Winstead Sechrest & Minick P.C. regarding the
                   legality of the securities being registered.
  
           23.1    Consent of Deloitte & Touche LLP.
  
           23.2    Consent of Winstead Sechrest & Minick P.C. (included as part
                   of Exhibit 5.1).
  
           24.1    Power of Attorney (See Page II-5 of this Registration
                   Statement).
  
           99.1    U.S. Restaurant Properties, Inc. Option Plan.
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned registrant hereby undertakes:
  
           1.      To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
  
  
  
  
                                        II-2
  <PAGE>   5
                   (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 hereof) which, individually
           or in the aggregate, represent a fundamental change in the information
           set forth in this Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high and of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Securities Exchange Commission pursuant to
           Rule 424(b) if, in the aggregate, the changes in volume and price
           represent no more than 20 percent change in the maximum aggregate
           offering price set forth in the "Calculation of Registration Fee"
           table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (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 undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or 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 herein, 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
  
  
  
  
  
                                        II-3
  <PAGE>   6
  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-4
  <PAGE>   7
                                     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 March 30, 1998.
  
                                      U.S. RESTAURANT PROPERTIES, INC.
  
  
                                      By:            /s/ Robert J. Stetson
                                           --------------------------------------
                                          Name:        Robert J. Stetson
                                          Title:       Chief Executive Officer
                                                       and President
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Robert J. Stetson and Michael D.
  Warren, or either of them, his true and lawful attorney-in-fact and agent, with
  full power of substitution, for him and on his behalf and in his name, place
  and stead, in any and all capacities, to sign, execute, and file any and all
  documents relating to this Registration Statement, including any and all
  amendments, post-effective amendments, abbreviated registration statements
  pursuant to Rule 462 under the Securities Act of 1933, exhibits and supplements
  thereto, with any regulatory authority, granting unto said attorneys, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as the undersigned
  might or could do if personally present, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done.
  
  <TABLE>
  <CAPTION>
        Signature                                    Capacity                                 Date
        ---------                                    --------                                 ----
  <S>                                      <C>                                         <C>
  
  
         /s/ Robert J. Stetson             Chief Executive Officer, President,         March 30, 1998
  ------------------------------           and Director (Principal Executive
  Robert J. Stetson                        Officer)
  
  
         /s/ Fred H. Margolin              Chairman of the Board, Secretary            March 30, 1998
  -----------------------------            and Director
  Fred H. Margolin
  
  
         /s/ Michael D. Warren             Director of Finance                         March 30, 1998
  ----------------------------             (Principal Financial Officer and
  Michael D. Warren                        Principal Accounting Officer)
  
  
         /s/ Gerald G. Graham              Director                                    March 30, 1998
  -----------------------------
  Gerald G. Graham
  
  
         /s/ Darrel L. Rolph               Director                                    March 30, 1998
  ----------------------------
  Darrel L. Rolph
  
  
         /s/ David K. Rolph                Director                                    March 30, 1998
  ----------------------------
  David K. Rolph
  
  
         /s/ Eugene G. Taper               Director                                    March 30, 1998
  ---------------------------
  Eugene G. Taper
  
  
  </TABLE>
  
  
  
                                        II-5
  <PAGE>   8
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
                                                                             Sequentially Numbered
             Exhibit Number                         Description                      Pages
             --------------                         -----------                      -----
             <S>                        <C>
               5.1                      Opinion of Winstead Sechrest &
                                        Minick P.C. regarding the
                                        validity of the securities being
                                        registered.
  
               23.1                     Consent of Deloitte & Touche LLP.
  
               23.2                     Consent of Winstead Sechrest &
                                        Minick P.C. (included as part of
                                        Exhibit 5.1).
               24.1                     Power of Attorney (See Page II-5
                                        of this Registration Statement).
  
               99.1                     U.S. Restaurant Properties, Inc.
                                        Option Plan.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17527}]
metadata_filer: {"company-data": {"conformed-name": "U S RESTAURANT PROPERTIES INC", "cik": "0001032462", "assigned-sic": "6798", "irs-number": "752687420", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48905", "film-number": "98579916"}, "business-address": {"street1": "5310 HARVEST HILL ROAD", "street2": "SUITE 270 LB168", "city": "DALLAS", "state": "TX", "zip": "75230", "phone": "9723871487"}, "mail-address": {"street1": "5310 HARVEST HILL ROAD", "street2": "SUITE 270", "city": "DALLAS", "state": "TX", "zip": "75230"}}
text: 1
       As filed with the Securities and Exchange Commission on March 30, 1998
                                               Registration No. 333-______________
  --------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                 -----------------
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          U.S. RESTAURANT PROPERTIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
               MARYLAND                                    75-2687420
     (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
            5310 HARVEST HILL ROAD                            75230
                  SUITE 270                                (Zip Code)
                DALLAS, TEXAS
  (Address of Principal Executive Offices)
  
                    U.S. RESTAURANT PROPERTIES, INC. OPTION PLAN
                              (Full Title of the Plan)
  
                                 ROBERT J. STETSON
                          U.S. RESTAURANT PROPERTIES, INC.
                               5310 HARVEST HILL ROAD
                                     SUITE 270
                               DALLAS, TEXAS   75230
                      (Name and Address of Agent For Service)
                                   (972) 387-1487
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
  
                                  KENNETH L. BETTS
                          WINSTEAD SECHREST & MINICK P.C.
                                  1201 ELM STREET
                                     SUITE 5400
                               DALLAS, TEXAS   75270
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================================================
          Title of                                 Proposed                Proposed
      Securities to be          Amount              Maximum                Maximum
         Registered             to be           Offering Price            Aggregate              Amount of
                              Registered         Per Share(1)         Offering Price(1)     Registration Fee(2)
  ----------------------------------------------------------------------------------------------------------------
  Common Stock, par        450,000 Shares          $27.44               $12,348,000              $3,643
   value $.01 par share
  ================================================================================================================
  (1)    Estimated solely for the purposes of calculating the registration fee.
  (2)    Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
         registration fee has been calculated based on the average of the high
         and low prices of the Registrant's common stock on March 25, 1998 (as
         reported on the New York Stock Exchange).
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  1.     PLAN INFORMATION.*
  
  2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  ---------------
  
  *      Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I of
         Form S-8.
  
                                        I-1
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents listed below hereby are incorporated by reference into
  this registration statement on Form S-8 (the "Registration Statement").  All
  documents subsequently filed by U.S. Restaurant Properties, Inc. (the
  "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
  Registration Statement and before the filing of a post-effective amendment to
  the Registration Statement which indicates that all shares of the Company's
  common stock offered hereunder have been sold or which deregisters all such
  shares then remaining unsold shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  
           1.               The Company's Annual Report on Form 10-K for the
                            fiscal year ended December 31, 1997; and
  
           2.               The description of the Company's common stock
                            contained in the registration statement on Form 8-A
                            under the Exchange Act filed by the Company with the
                            Commission on February 20, 1997.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not required.  The Registrant's Common Stock has been registered under
  Section 12 of the Exchange Act.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Articles of Incorporation, as amended (the "Articles of
  Incorporation"), provide certain limitations on the liability of the Company's
  directors and officers for monetary damages to the Company.  The Articles of
  Incorporation obligate the Company to indemnify its directors and officers, and
  permit the Company to indemnify its employees and other agents, against certain
  liabilities incurred in connection with their service in such capacities.
  These provisions could reduce the legal remedies available to the Company and
  the stockholders against these individuals.
  
           The Articles of Incorporation require the Company to indemnify (a) the
  Company's directors and officers whether serving the Company or at its request
  any other entity who have
  
                                        II-1
  4
  been successful, on the merits or otherwise, in the defense of a proceeding to
  which he was made a party by reason of his service in that capacity, against
  reasonable expenses incurred by him in connection with the proceeding unless it
  is established that (i) his act or omission was material to the matter giving
  rise to the proceeding and was committed in bad faith or was the result of
  active and deliberate dishonesty, (ii) he actually received an improper
  personal benefit in money, property or services or (iii) in the case of a
  criminal proceeding, he had reasonable cause to believe that his act or
  omission was unlawful and (b) other employees and agents of the Company to such
  extent as shall be authorized by the Board of Directors or the Company's Bylaws
  and be permitted by law.  In addition, the Articles of Incorporation require
  the Company to pay or reimburse, in advance of the final disposition of a
  proceeding, reasonable expenses incurred by a director or officer who is a
  party to a proceeding under procedures provided for under the Maryland General
  Corporation Law (the "MGCL").  The Company's Bylaws also permit the Company to
  provide such other and further indemnification or payment or reimbursement of
  expenses as the Board of Directors deems to be in the interest of the Company
  and as may be permitted by the MGCL for directors, officers and employees of
  Maryland corporations.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5.1     Opinion of Winstead Sechrest & Minick P.C. regarding the
                   legality of the securities being registered.
  
           23.1    Consent of Deloitte & Touche LLP.
  
           23.2    Consent of Winstead Sechrest & Minick P.C. (included as part
                   of Exhibit 5.1).
  
           24.1    Power of Attorney (See Page II-5 of this Registration
                   Statement).
  
           99.1    U.S. Restaurant Properties, Inc. Option Plan.
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned registrant hereby undertakes:
  
           1.      To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                                        II-2
  5
                   (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 hereof) which, individually
           or in the aggregate, represent a fundamental change in the information
           set forth in this Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high and of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Securities Exchange Commission pursuant to
           Rule 424(b) if, in the aggregate, the changes in volume and price
           represent no more than 20 percent change in the maximum aggregate
           offering price set forth in the "Calculation of Registration Fee"
           table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (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 undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or 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 herein, 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
  
                                        II-3
  6
  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-4
  7
                                     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 March 30, 1998.
  
                                      U.S. RESTAURANT PROPERTIES, INC.
  
                                      By:            /s/ Robert J. Stetson
                                           --------------------------------------
                                          Name:        Robert J. Stetson
                                          Title:       Chief Executive Officer
                                                       and President
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Robert J. Stetson and Michael D.
  Warren, or either of them, his true and lawful attorney-in-fact and agent, with
  full power of substitution, for him and on his behalf and in his name, place
  and stead, in any and all capacities, to sign, execute, and file any and all
  documents relating to this Registration Statement, including any and all
  amendments, post-effective amendments, abbreviated registration statements
  pursuant to Rule 462 under the Securities Act of 1933, exhibits and supplements
  thereto, with any regulatory authority, granting unto said attorneys, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as the undersigned
  might or could do if personally present, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done.
  Signature                                    Capacity                                 Date
        ---------                                    --------                                 ----
  /s/ Robert J. Stetson             Chief Executive Officer, President,         March 30, 1998
  ------------------------------           and Director (Principal Executive
  Robert J. Stetson                        Officer)
  
         /s/ Fred H. Margolin              Chairman of the Board, Secretary            March 30, 1998
  -----------------------------            and Director
  Fred H. Margolin
  
         /s/ Michael D. Warren             Director of Finance                         March 30, 1998
  ----------------------------             (Principal Financial Officer and
  Michael D. Warren                        Principal Accounting Officer)
  
         /s/ Gerald G. Graham              Director                                    March 30, 1998
  -----------------------------
  Gerald G. Graham
  
         /s/ Darrel L. Rolph               Director                                    March 30, 1998
  ----------------------------
  Darrel L. Rolph
  
         /s/ David K. Rolph                Director                                    March 30, 1998
  ----------------------------
  David K. Rolph
  
         /s/ Eugene G. Taper               Director                                    March 30, 1998
  ---------------------------
  Eugene G. Taper
  II-5
  8
                                   EXHIBIT INDEX
  Sequentially Numbered
             Exhibit Number                         Description                      Pages
             --------------                         -----------                      -----
  5.1                      Opinion of Winstead Sechrest &
                                        Minick P.C. regarding the
                                        validity of the securities being
                                        registered.
  
               23.1                     Consent of Deloitte & Touche LLP.
  
               23.2                     Consent of Winstead Sechrest &
                                        Minick P.C. (included as part of
                                        Exhibit 5.1).
               24.1                     Power of Attorney (See Page II-5
                                        of this Registration Statement).
  
               99.1                     U.S. Restaurant Properties, Inc.
                                        Option Plan.