As filed with the Securities and Exchange Commission on July 9, 2002

                                                      Registration No. 333-55100
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                        MAIN STREET AND MAIN INCORPORATED
             (Exact name of Registrant as specified in its charter)


            DELAWARE                                            11-2948370
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                         Identification Number)


                         5050 N. 40TH STREET, SUITE 200
                             PHOENIX, ARIZONA 85018
               (Address of Principal Executive Offices)(Zip Code)


                        MAIN STREET AND MAIN INCORPORATED
          Main Street and Main Incorporated 401(k) Profit Sharing Plan
                            (Full Title of the Plan)


                               BART A. BROWN, JR.
                             CHIEF EXECUTIVE OFFICER
                        MAIN STREET AND MAIN INCORPORATED
             5050 N. 40TH STREET, SUITE 200, PHOENIX, ARIZONA 85018
                                 (602) 852-9000
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)


                                   COPIES TO:

                              ROBERT S. KANT, ESQ.
                              BRIAN H. BLANEY, ESQ.
                             GREENBERG TRAURIG, LLP
                        2375 E. Camelback Road, Suite 700
                             Phoenix, Arizona 85016
                                 (602) 445-8000

     This Registration  Statement shall become effective immediately upon filing
with the Securities and Exchange  Commission in accordance  with Section 8(a) of
the Securities Act of 1933 and Rule 462 thereunder.

================================================================================

     Main Street and Main Incorporated,  a Delaware corporation (the "Company"),
previously  filed  a  Registration  Statement  on  Form  S-8  (Registration  No.
333-55100) (the "Registration  Statement") registering shares of common stock of
the Company under the  Company's  401(k)  Profit  Sharing Plan.  Pursuant to the
Company's  undertaking  in  the  Registration  Statement,   this  post-effective
amendment  is being  filed by the  Company to  deregister  all of its  remaining
common stock registered pursuant to the Registration Statement.

                                   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  Post-Effective
Amendment  to the  Registration  Statement  to be  signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  city of  Phoenix,  state  of
Arizona, on this 8th day of July, 2002.

                                        MAIN STREET AND MAIN, INCORPORATED

                                        By: /s/ Bart A. Brown, Jr.
                                            ------------------------------
                                            Bart A. Brown, Jr.
                                            Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment to the  Registration  Statement has been signed by the
following persons in the capacities and on the dates indicated:

          SIGNATURE                        POSITION                     DATE
          ---------                        --------                     ----

/s/ John F. Antioco*             Chairman of the Board              July 8, 2002
------------------------------
John F. Antioco


/s/ Bart A. Brown, Jr.           Chief Executive Officer and        July 8, 2002
------------------------------   Director (Principal Executive
Bart A. Brown, Jr.               Officer)


/s/ William G. Shrader*          President, Chief Operating         July 8, 2002
------------------------------   Officer, and Director
William G. Shrader


/s/ Michael Garnreiter           Executive Vice President           July 8, 2002
------------------------------   (Principal Financial and
Michael Garnreiter               Accounting Officer), Chief
                                 Financial Officer, and Treasurer


/s/ Jane Evans*                  Director                           July 8, 2002
------------------------------
Jane Evans


/s/ John C. Metz*                Director                           July 8, 2002
------------------------------
John C. Metz


/s/ Debra Bloy*                  Director                           July 8, 2002
------------------------------
Debra  Bloy


*By: /s/ Bart A. Brown, Jr.
     ------------------------------
     Bart A. Brown, Jr.
     Attorney-in-fact