Planet Hollywood International Inc – ‘POS AM’ on 1/19/99

As of:  Tuesday, 1/19/99   ·   Accession #:  950157-99-26   ·   File #:  333-67467

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Post-Effective Amendment
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Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post Effective Amendment                              23    115K 
 2: EX-10.1     Letter Agreement                                       5     19K 
 3: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      5K 

POS AM   —   Post Effective Amendment
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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    
----------------------------------------------------------    

POST-EFFECTIVE      
AMENDMENT NO. 1     
TO    
FORM S-3/A    
REGISTRATION STATEMENT    
UNDER     
THE SECURITIES ACT OF 1933    
----------------------------------------------------------    

PLANET HOLLYWOOD INTERNATIONAL, INC.    
(Exact name of Registrant as specified in its charter)    

Delaware                                       59-3283783   
(State or other jurisdiction of                      (I.R.S. Employer       
incorporation or organization)                    Identification Number)  

8669 Commodity Circle, Orlando, Florida 32819, (407) 363-7827     
(Address, including zip code, and telephone number,     
including area code, of Registrant's principal executive offices)     

Scott E. Johnson, Esq., General Counsel, 8669 Commodity Circle,     
Orlando, Florida 32819, (407) 345-5300      
(Name and address, including zip code, and telephone number,      
including area code, of agent for service)      

----------------------------------------------------------    
Copy to:    
William J. Whelan, III, Esq., Cravath, Swaine & Moore,    
825 Eighth Avenue, New York, NY 10019, (212) 474-1000     
----------------------------------------------------------    

    Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this                   
Registration Statement.     

If the only securities being registered on this Form are being  
offered pursuant to dividend or interest reinvestment plans, please check       
the following box. [ ]                                                          
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, other than securities offered only in connection        
with dividend or interest reinvestment plans, check the following box. [X]      
If this Form is filed to register additional securities for an  
offering pursuant to Rule 462(b) under the Securities Act, please check the     
following box and list the Securities Act registration statement number of      
the earlier effective registration statement for the same offering. [ ]         
 If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the           
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. [ ]                               
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]                                   

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the         
Registrant shall file a further amendment which specifically states that        
this Registration Statement shall thereafter become effective in accordance     
with Section 8(a) of the Securities Act of 1933 or until the Registration       
Statement shall become effective on such date as the Commission acting          
pursuant to said Section 8(a) may determine.                                    

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Prospectus                                                                      
[LOGO]    

Planet Hollywood International, Inc.    

10,000,000 Shares     

Class A Common Stock    

  This prospectus relates solely to the offer and sale by one of our
stockholders of up to 10,000,000 shares of our Class A Common Stock. We         
will not receive any of the proceeds from the resale of these shares by the     
selling stockholder.                                                            

We have entered into a registration rights agreement with the   
selling stockholder pursuant to which we have filed a registration              
statement (of which this prospectus is a part) covering the sale by the         
selling stockholder of the shares offered under this prospectus.                

  The selling stockholder may offer these shares for sale in minimum
transactions of 1,000,000 shares only through privately negotiated              
transactions in accordance with the restrictions set forth in the               
registration rights agreement.                                                  

 Our common stock is traded on the NYSE under the symbol "PHL." On
January 15, 1999, the closing price for our common stock as reported by         
the NYSE was $3.00 per share.                                                   

Consider carefully the risk factors beginning on page 4 of this prospectus.   

Neither the Securities and Exchange Commission nor any state    
securities commission has approved or disapproved of    
these securities or passed on the adequacy or     
accuracy of this prospectus. Any representation to the contrary is      
a criminal offense.     

The date of this prospectus is January 19, 1999.        

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TABLE OF CONTENTS     

The Company.....................................................1               

Risk Factors....................................................4               

Where You Can Find More Information............................11               

Incorporation of Certain Documents                                              
By Reference...................................................11               

Note Regarding Forward-Looking                                                  
Statements.....................................................12               

Use of Proceeds................................................12               

Selling Stockholder............................................12               

Plan of Distribution...........................................13               

Legal Matters..................................................14               

Experts........................................................14               

No dealer, salesperson or other person has been authorized to give any          
information or to make any representations other than those contained in        
this prospectus and, if given or made, such information or representations      
must not be relied upon as having been authorized by us, the selling            
stockholder or by any other person. This prospectus does not constitute an      
offer to sell or a solicitation of an offer to buy any securities other         
than the shares offered hereby, nor does it constitute an offer to sell or      
a solicitation of an offer to buy any of the shares offered hereby to any       
person in any jurisdiction in which such offer or solicitation would be         
unlawful. Neither the delivery of this prospectus nor any sale made             
hereunder shall under any circumstances create any implication that the         
information contained herein is correct as of any date after the date           
hereof.                                                                         

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THE COMPANY     

   As used in this prospectus, the terms "we", "us" and "our" refer to
Planet Hollywood International, Inc. and its consolidated subsidiaries for      
the period after January 1, 1995 and to Planet Hollywood Inc., Planet           
Hollywood Ltd. and combined entities for all periods before January 1,          
1995. References to a fiscal year refer to the year ending on the Sunday        
closest to December 31 of each year.                                            

In General                                                                      

We are a creator and worldwide developer of consumer brands that
transcend international barriers and capitalize on the universal appeal of      
movies, sports and other entertainment-based themes. To date, we have           
promoted our brands primarily through the operation of theme restaurants,       
most notably Planet Hollywood and the Official All Star Cafe. During fiscal     
1997, more than 20 million people visited our 53 company-owned and 34           
franchised restaurant units located in 29 countries throughout the world.       
We had revenues and net income in fiscal 1997 of approximately $475.1           
million and $8.3 million, respectively.                                         

  An important part of our strategy is to promote our brands through
the active involvement as stockholders of some of the world's most famous       
movie stars, including Arnold Schwarzenegger, Sylvester Stallone, Bruce         
Willis, Demi Moore and Whoopi Goldberg, and sports stars, including Andre       
Agassi, Wayne Gretzky, Ken Griffey, Jr., Joe Montana, Shaquille O'Neal,         
Monica Seles and Tiger Woods.                                                   

    We recently unveiled our third restaurant theme concept, a tribute
to the world of live music, under the brand name "Sound Republic." In June      
1998, we announced that we had joined forces with MTV: Music Television, a      
division of Viacom, Inc., to help promote and develop the Sound Republic        
brand. Our first unit in Leicester Square in London held its grand opening      
to the public on October 17, 1998. This restaurant features live                
performances by a broad range of musical artists, both in a connected club      
facility and in an integrated stage area within the restaurant itself.          

Our theme restaurants are characterized by distinctive design   
features and are generally located at high profile sites or in major            
tourist markets. Units generally range in size from approximately 12,000 to     
36,000 square feet and in seating capacity from 230 to 600 persons, and         
offer high-quality, popular cuisine, attentive service and an atmosphere of     
excitement created by combining unique layouts and decor with                   
custom-designed videos and audio soundtracks. Units prominently display         
celebrity memorabilia and offer merchandise. Sales of merchandise yield         
higher operating margins than do food and beverage sales and provide            
additional off-site promotion and retail distribution opportunities for our     
brands.                                                                         

Our strategy is to capitalize on our brand recognition across a 
wide range of businesses in addition to theme restaurants. Accordingly, we      
have embarked upon several strategic ventures in movie theaters, lodging        
and consumer products. These ventures, which we are generally developing in     
association with other companies that are leaders in their respective           
industries, include the following:                                              

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 * Planet Movies by AMC. We have formed a 50/50 joint venture with
   AMC Entertainment, Inc., one of the nation's leading motion picture
exhibitors, that will develop, own and operate a series of      
  multi-screen, movie theater megaplexes under the brand name Planet
Movies by AMC. Each megaplex facility will feature as many as 30
  screens and a dramatically designed entertainment center that will
include restaurants, including in most facilities a Planet      
Hollywood unit and/or an Official All Star Cafe unit, as well as
   various refreshment and merchandise kiosks. The first Planet Movies
   by AMC multi-screen megaplex, which we expect to open in the Summer
of 1999 near Columbus, Ohio, will occupy approximately 160,000  
square feet with total seating capacity for approximately 6,000 
  persons. This initial megaplex will include an approximately 7,500
square foot Planet Hollywood restaurant and a similar sized     
Official All Star Cafe restaurant, each with its own merchandise
store, and various refreshment kiosks.                          

 * Official All Star Hotel. In the Fall of 1997, we acquired a 20%
 equity interest in a joint venture with Vornado Realty Trust. The
joint venture has acquired the Hotel Pennsylvania, a 20-story,  
   1,700-room hotel located directly opposite the entrance to New York
City's famed Madison Square Garden. While continuing its normal 
 operations, the hotel is intended to be renovated and renamed the
Official All Star Hotel. The joint venture expects that the     
renovated guest rooms and common areas will feature theming that
celebrates the world of sports, including memorabilia from our  
sports celebrity stockholders and other prominent athletes and  
sports legends. It is expected that the hotel will also contain 
approximately 400,000 square feet of rentable retail space. In  
addition to participation in the hotel's profits through our 20%
  equity interest in the joint venture, we will receive license fees
for the use of the Official All Star name and logo.             

   * Planet Hollywood Hotel. We have acquired a 20% equity interest in
a joint venture with several prominent real estate developers to
 construct and own a 50-story, 560-room, movie-themed hotel at the
 intersection of Broadway and 47th Street in New York City's Times
   Square redevelopment area. We expect the new Planet Hollywood Hotel
   to be characterized by striking, modern decor and to include motion
picture memorabilia from our collection. Upon its completion the
hotel will also become the site for a new company-owned Planet  
Hollywood flagship restaurant with seating for more than 400    
patrons that will replace our existing restaurant on West 57th  
Street in New York City. In addition to participation in the    
hotel's profits through our 20% equity interest in the joint    
venture, we will receive license fees for the use of the Planet 
Hollywood name and logo.                                        

* Cool Planet Ice Cream. We plan to develop and open Cool Planet
   ice cream and dessert units that will feature Cool Planet ice cream
  products. The units generally will range in size from 800 to 1,400
square feet, will have counter service and a small table seating
area and will feature unique decor derived from the Planet      
   Hollywood theme concept. Cool Planet ice cream will be added to the
 menu in our Planet Hollywood restaurants and is anticipated to be
   sold in Planet Movies by AMC megaplexes. During the Summer and Fall
of 1998, we opened our first three Cool Planet units in Santa   
  Monica, Irvine and Anaheim, California. In June 1998, we announced
that we entered into an agreement with Host Marriott Services   
Corporation, the nation's largest travel and entertainment      
   concessionaire, to form a joint venture that will develop up to ten
Cool Planet locations in select airports, travel plazas and mall
locations.                                                      

Other Recent Developments                                                       

On March 25, 1998, we issued $250.0 million of our 12% Senior   
Subordinated notes due 2005. Interest on the notes is payable semi-annually     
on April 1 and October 1 of each year. The documents governing the notes        
contain certain covenants which, among other things, limit our ability to       
issue additional debt and preferred stock, pay dividends and sell assets.       

  In July 1998, we retained Goldman Sachs & Co. to join Bear Stearns
& Co., Inc., who we had retained five months earlier, in connection with a      
review of our financial and strategic alternatives designed to maximize         
long-term stockholder value.                                                    

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   On July 27, 1998, we appointed William H. Baumhauer to the position
of President and Chief Operating Officer. Robert Earl will continue as our      
Chief Executive Officer.                                                        

On September 17, 1998, at a regular meeting of the our Board of 
Directors, the Board of Directors increased the number of directors from 9      
to 10, and elected William Baumhauer to fill such vacancy. Mr. Baumhauer        
will serve as a Class I director and his term will expire in 2000. In           
addition, the Board of Directors expanded our Audit Committee from 4 to 5       
members, consisting of Claudio Gonzalez, Michael Montague (new member), Ong     
Beng Seng, Isadore Sharp and Michael Tarnopol. Finally, the Board of            
Directors elected Robert Earl, Michael Montague (new member) and Isadore        
Sharp to serve as members of our Compensation Committee.                        

 Effective November 10, 1998, Keith Barish resigned as Chairman of
our Board of Directors. At a special Board of Directors meeting held on         
November 10, 1998, our Board of Directors elected Robert Earl to serve as       
the new Chairman. Mr. Barish remains as a member of our Board of Directors.     

  In November and December of 1998, we reduced our overhead staff by
approximately 70 employees in our corporate offices worldwide in an effort      
to cut down our general and administrative expenses.                            

 Effective December 8, 1998, we amended our existing $65.0 million
multi-currency revolving credit facility and $35.0 million LIBOR-based          
leveraged lease facility with SunTrust Bank, Central Florida, N.A. and          
other lenders. The revolving credit portion of the old credit facility has      
been terminated and the credit facility now provides for a $35.0 million        
LIBOR-based leveraged lease facility and up tp $2.0 million coverage under      
an interest rate swap arrangement which provides hedging against interest       
rate movements under the leveraged lease facility. Interest rates are           
variable, with either prime or LIBOR indexes. The credit facility matures       
on June 30, 1999. Principal payments under the leveraged lease facility         
were or are required in the amounts of (a) $10.0 million by December 8,         
1998, (b) $12.5 million by March 31, 1999 and (c) the balance by June 30,       
1999. We are also required to commence marketing both our headquarters          
property and the New York property underlying the leveraged lease and if        
such properties are sold, the proceeds will be applied as additional            
principal payments. Our obligations under the credit facility are               
guaranteed by each of our material subsidiaries and will be secured by a        
pledge of our stock in our subsidiaries and a mortgage of our executive         
office building. A copy of the credit facility is filed as an exhibit to        
the registration statement of which this prospectus is a part. See "Risk        
Factors - We are Subject to Restrictive Debt Covenants and There Is A Risk      
of Noncompliance" beginning on page 5 for a description of our prior            
noncompliance with certain financial covenants under the old credit             
facility.                                                                       

We and a subsidiary of Aladdin Gaming Holdings, LLC previously  
announced an intention to form a joint venture to construct, own and            
operate a music-themed hotel, casino and entertainment center based on our      
Sound Republic brand in Las Vegas, Nevada. In September 1998, Aladdin           
announced that it had not yet concluded its negotiations with us concerning     
such project and that it intended to pursue other prospective joint venture     
partners, however Aladdin did state that it would renew discussions with us     
if and when it was appropriate. In December 1998, Aladdin informed us that      
it does not expect to renew such negotiations or pursue the project with        
us.                                                                             

----------------------------------------------------------    

 We are a Delaware corporation and our principal executive offices
are located at 8669 Commodity Circle, Orlando, Florida 32819. Our telephone     
number is (407) 363-7827.                                                       

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RISK FACTORS    

 An investment in our common stock involves a high degree of risk.
You should carefully review the information set forth below, as well as         
other information appearing elsewhere in this prospectus, before making an      
investment in our common stock. The following are the most significant risk     
factors that we believe are material to investors who purchase or own our       
common stock.                                                                   

Our Large Amount of Debt May Limit Our Ability To Operate Our   
Business. As of our third fiscal quarter ended September 27, 1998, our          
indebtedness totaled approximately $258.9 million. At that date, our            
stockholders' equity was approximately $327.0 million. Subject to certain       
restrictions contained in the documents governing the notes, we may incur       
additional indebtedness from time to time. As a consequence of the              
indebtedness represented by the notes and indebtedness incurred pursuant to     
the credit facility:                                                            

         o    a substantial portion of our cash flow from operations
         must be dedicated to debt service and will not be
available for other purposes,           

         o    our ability to obtain additional debt financing in the
           future for working capital, capital expenditures or
acquisitions may be limited and         

          o    our flexibility to react to changes in the industry and
        changing business and economic conditions may be
limited.                                

 Our ability to pay interest on the notes and to satisfy our other
debt obligations will depend upon our future operating performance, which       
may be affected by prevailing economic conditions and financial, business       
and other factors, many of which are beyond our control. We currently           
anticipate that our operating cash flow will be sufficient to meet our          
operating expenses and to service our debt obligations as they become due.      
If we are unable to service our indebtedness, we will be forced to adopt        
one or more other strategies that may include actions such as reducing or       
delaying capital expenditures, selling assets, restructuring or refinancing     
our indebtedness or seeking additional equity capital. You cannot be sure       
that any of these strategies could be effected on satisfactory terms, if at     
all.                                                                            

   We Have Experienced Increasing Declines In "Same Unit" Revenues And
May Continue To Experience Such Declines. We operate in an increasingly         
competitive environment with numerous competing themed restaurants entering     
many of our existing markets and, as we continue to expand into smaller         
markets, revenues of company-owned units have declined on a "same unit"         
basis:                                                                          

                                          Approximate Decline in
Comparable Period                       "Same Unit" Revenues

Fiscal 1997 to Fiscal 1996                               11%                    
1st  Quarter Fiscal 1998 to 1st Quarter Fiscal 1997      13%                    
2nd Quarter Fiscal 1998 to 2nd Quarter Fiscal 1997       17%                    
3rd  Quarter Fiscal 1998 to 3rd Quarter Fiscal 1997      20%                    

Although we are undertaking several initiatives to improve our  
performance, you cannot be sure that these initiatives will be successful       
and that "same unit" revenues will not continue to decline. In addition,        
during the initial six to twelve months following its opening, a new unit       
typically realizes higher revenues than in subsequent periods of operation.     
The first six months of a unit's operations are not included in the "same       
unit" analysis.                                                                 

 In fiscal 1997, 18 of our 53 company-owned units were included in
the "same unit" analysis and we expect 26 units to be included in fiscal        
1998. Our franchised units also have experienced declines in "same unit"        
revenues and you cannot be sure that "same unit" revenues for such units        
will not continue to decline.                                                   

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If We Cannot Respond to Consumer Tastes and Other Competitive   
Factors, Our Stock Price Could Be Adversely Affected. Our ability, or           
inability, to respond to various competitive factors affecting the              
restaurant, retail and motion picture industries may have an effect on the      
market price of our common stock.                                               

  The restaurant and retail merchandising industries are affected by
changes in consumer tastes and by international, national, regional and         
local economic conditions and demographic trends. Discretionary spending        
priorities, traffic patterns, tourist travel, weather conditions, employee      
availability and the type, number and location of competing restaurants,        
among other factors, also directly affect the performance of our units.         
Changes in any of these factors in the markets where we currently operate       
units could adversely affect our results of operations. Moreover, the theme     
restaurant industry is relatively young, is particularly dependent on           
tourism and has seen the emergence of a number of new competitors. The          
restaurant and retail merchandising industries are highly competitive based     
on the type, quality and selection of the food or merchandise offered,          
price, service, location and other factors. Many well-established companies     
with greater financial, marketing and other resources and longer operating      
histories than us compete with us in many markets. In addition, some            
competitors have design and operating concepts similar to ours. You cannot      
be sure that we will be able to respond to various competitive factors          
affecting the restaurant and retail industries.                                 

 The motion picture exhibition industry is affected by a number of
factors, including the availability of desirable motion pictures and their      
performance in the exhibitors' markets. Poor performance of, or disruption      
in the production of or access to, motion pictures could adversely affect       
the performance of the Planet Movies by AMC joint venture. In addition,         
were the joint venture to experience poor relationships with one or more        
major motion picture distributors, its business could be adversely              
affected. The joint venture will be subject to competition with other           
exhibitors in obtaining films, attracting patrons and securing new theater      
sites. In addition, the joint venture's theaters will face competition from     
a number of non-theatrical motion picture delivery systems, such as pay         
television, pay-per-view and home video systems, and from other forms of        
entertainment that compete for the public's leisure time and disposable         
income.                                                                         

We Are Subject To Restrictive Debt Covenants Which, If Not  
Complied With, Could Limit Our Ability To Operate Our Business. The credit      
facility and the documents governing the notes contain a number of              
customary representations and warranties, affirmative covenants and             
restrictive covenants that, among other things, limit our indebtedness,         
liens, guarantee obligations, mergers, sales of assets, leases, dividends       
and other payments in respect of our capital stock, capital expenditures,       
investments, optional payments and modifications of subordinated and other      
debt instruments, transactions with affiliates, sale leasebacks and             
negative pledge arrangements.                                                   

   The credit facility contains certain financial covenants including,
but not limited to, minimum interest coverage and maximum leverage and          
customary events of default, including nonpayment of principal, interest or     
fees, material inaccuracy of representations and warranties, violation of       
covenants, cross-default, bankruptcy events, material judgments, ERISA,         
actual or asserted invalidity of collateral documents and a change of           
control.                                                                        

 Under the terms of the old credit facility, we were also required
to meet certain minimum quarterly net worth, interest coverage and various      
other financial ratios. As a result of operating losses experienced through     
the third quarter of fiscal 1998, we were not in compliance with two of the     
financial covenants as of September 27, 1998. In December 1998, the lenders     
amended the old credit facility, modified certain financial covenants and       
waived our violation retroactively to September 27, 1998.                       

If we are unable to comply with the covenants of the credit     
facility (as amended) or the notes, there would be a default under our          
existing agreements. Such a default, if not waived, would require us to         
adopt one or more other strategies that may include actions such as             
reducing or delaying capital expenditures, selling assets, restructuring or     
refinancing our indebtedness or seeking additional equity capital. You          
cannot be sure that we could effect any of these strategies on satisfactory     
terms, if at all.                                                               

    We Have Continuing Obligations Due To Our Participation In Joint
Ventures, Which May Limit Our Ability To Operate Our Business. We have          
begun, and we intend to continue, investing a substantial portion of the        
proceeds of our March 1998                                                      

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$250.0 million subordinated notes offering in, and we will have continuing      
obligations to, entities that are not wholly owned or controlled by us,         
including the joint venture vehicles for:                                       

(1)  Planet Movies by AMC,                        

(2)  the Official All Star Hotel and              

(3)  the Planet Hollywood Hotel.                  

In addition, we may incur obligations to third parties under    
guarantees of indebtedness and other obligations of various joint venture       
entities. Certain of these entities have incurred and, in the future, may       
incur indebtedness that contains terms limiting or prohibiting the payment      
of dividends or distributions to the equity investors in such entities          
(including us). In addition, because we do not control distributions by         
these entities, there can be no assurance that, even if funds were              
available for distribution by these entities, we will receive any               
distributions from these entities.                                              

 There Is A Risk That Our New Ventures Will Not Succeed Or May Not
Continue As Planned. Our new Sound Republic concept and our various new         
strategic ventures are unproven. We cannot assure you that Sound Republic       
or any new strategic venture pursued by us will be successful or that any       
such strategic venture will contribute to our revenues and cash flow. Our       
Official All Star Cafe theme concept remains in a relatively early stage of     
development and has not yet met our original expectations. In light of          
Aladdin's recent announcements regarding the failure to conclude                
negotiations with us concerning a Las Vegas hotel/casino project, it is         
very likely that such venture will not be pursued. See "The Company - Other     
Recent Developments" beginning on page 3 for a description of why such          
venture will not likely be pursued.                                             

    Furthermore, in connection with Mr. Baumhauer's appointment as our
President and Chief Operating Officer, all of our activities and strategic      
initiatives are being reviewed in connection with an attempt to identify        
opportunities for cost savings and increased operating efficiencies. Such       
cost saving opportunities will include us seeking additional joint venture      
partners for, or the divestiture of, certain activities or ventures,            
including the Official All Star Hotel and our Sound Republic and Official       
All Star Cafe concepts. You cannot be sure, therefore, that any of our          
concepts or ventures will continue as planned.                                  

   We Have Experienced Strains On Our Management Because Of Past Rapid
Growth And There Are Continued Risks Associated With Our Ability To Manage      
Growth. We have experienced substantial growth in a relatively short period     
of time, including an increase in the number of company-owned and               
franchised units. This rapid rate of growth has imposed, and our new Sound      
Republic concept and strategic ventures may continue to impose, significant     
strains on our management. Our failure to adequately manage our growth, or      
unexpected difficulties encountered during expansion of our activities,         
could have a material adverse impact on our results of operations and           
financial condition.                                                            

Currency, Political And Other Risks Associated With Our         
International Operations Could Negatively Impact Our Business. We may           
experience adverse results in our foreign operations and you cannot be sure     
that significant currency fluctuations will not adversely affect our            
reported results. Our international commercial activities may also be           
limited or disrupted by the imposition of government controls, unique           
license requirements, political instability, trade restrictions, changes in     
tariffs or taxes, regional economic conditions (such as currently in Asia),     
currency fluctuations and changes, and difficulties in staffing and             
managing such complexities.                                                     

In fiscal 1997, revenues from foreign units constituted         
approximately $140.2 million (or 29%) of our total revenues:                    

       o    Revenues from company-owned units outside the United
    States--approximately 25% of total revenues.

    o    Royalties and initial franchise fees from foreign
              franchised units-- approximately 4% of total revenues.

Foreign operations present risks that are different than those  
encountered in North America, including potential political, social and         
economic instability (such as the recent turmoil in Asia and Russia where a     
total of 14 of our franchised units are located, and the recent bombing of      
a franchised                                                                    

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unit in South Africa). Uncertain economic conditions in certain foreign         
markets also may adversely affect the operating results of franchised units     
in those markets as well as the collectibility of receivables from those        
units.                                                                          

   In addition, our international operations expose us to fluctuations
between the U.S. dollar, which is the reporting currency in our financial       
statements, and the local currencies in which units outside the United          
States transact business and on which royalties from franchises located         
outside the United States are based. We have not historically engaged in        
any significant hedging activities with respect to our non-U.S. dollar          
operations.                                                                     

Four Stockholders Control A Substantial Amount Of Our Stock And 
May, Therefore, Influence Our Affairs. Three of our directors, including        
the selling stockholder, and Kingdom Planet Hollywood, Ltd. beneficially        
own the percentages of our outstanding common stock set forth in the            
following table. Information concerning the named individuals has been          
summarized from our most recent proxy statement on file with the SEC, a         
document which is incorporated by reference into this prospectus. We refer      
you to such proxy statement for a more detailed description of these stock      
holdings.                                                                       

                                                  Approximate Percentage
                                                  Beneficially Owned
Person/Entity and Position                            Prior to this Offering    
--------------------------                            ----------------------    

Robert Earl - Chief Executive Officer,                        23%               
Chairman of the Board and Director                                              

Keith Barish - Director, selling stockholder                  23%               

Ong Beng Seng - Director                                      13%               

Kingdom Planet Hollywood, Ltd.                                16%               

Accordingly, until there is a substantial decrease in the       
percentage of the outstanding shares of common stock held by such               
stockholders, they will continue to have significant influence over our         
affairs, and if they choose to act together, will be able to elect all the      
members of our Board of Directors and influence significantly the approval      
of important corporate transactions and other matters requiring stockholder     
approval without the approval of minority stockholders.                         

 Exposure Of Our Brands, And Possibly Our Revenues, Could Decrease
If Direct Merchandise Sales Do Not Continue. During the past two fiscal         
years, we have sold various items of our branded merchandise directly to        
specialty and other retailers with a worldwide distribution and marketing       
presence to increase the exposure of our brands to consumers. Direct sales      
of merchandise have generally been made on an opportunistic basis and you       
cannot be sure that such direct sales, if any, will continue at historical      
levels.                                                                         

Our Stock Price Could Be Adversely Affected By Sales Of         
Unregistered Shares Or Other Shares Eligible For Future Sale. Sales of          
substantial amounts of previously unregistered shares of our common stock       
in the public market, or the perception that such sales could occur, could      
adversely affect prevailing market prices of our common stock.                  

At January 1, 1999, we had approximately 97,221,632 shares of   
common stock outstanding. Of the shares of common stock currently               
outstanding, we estimate that there are approximately 43,000,000                
unregistered shares of common stock outstanding, excluding the registered       
shares, some of which may be freely traded or may be traded under certain       
volume and other restrictions set forth in Rule 144 promulgated under the       
Securities Act. In some circumstances, Mr. Barish may sell up to 1,000,000      
additional shares of our common stock not offered by this prospectus            
pursuant to Rule 144 under the Securities Act. See "Plan of Distribution"       
below for a further description of this right.                                  

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We have reserved the following shares of our common stock for   
issuance pursuant to the following stock plans:                                 

    1995 Stock Award and Incentive Plan                 7,000,000 shares

    1995 Celebrity Stock Award and Incentive Plan       6,000,000 shares

    Employee Stock Purchase Plan                        2,000,000 shares

 At December 23, 1998, approximately 9,168,000 shares were subject
to outstanding options with a weighted average exercise price of                
approximately $7.82 per share. Since both of the incentive plans have been      
registered on Form S-8 with the SEC, shares of our common stock issued in       
conjunction with the incentive plans are generally eligible for sale in the     
open market.                                                                    

We cannot predict what effect, if any, sales of shares of our   
common stock under Rule 144 or otherwise, or the future availability of         
such shares for sale, will have on the market price of our common stock.        

  Our Business Has Been Subject To Fluctuations In Quarterly Results
And Continued Fluctuations Could Negatively Impact Our Stock Price. The         
market price of our common stock could be subject to wide fluctuations in       
response to quarterly variations in operating results. Revenues and results     
of operations are difficult to predict and may fluctuate substantially from     
quarter to quarter. As we enter new markets and develop new concepts,           
quarterly results may fluctuate more significantly. Moreover, as a result       
of the revenues associated with each new company-owned unit and the             
recognition of franchise fees, the timing of new unit openings may result       
in significant fluctuations in quarterly results. In addition, our revenues     
have generally been seasonal due to the greater number of tourists who          
patronize our units during the summer and year-end holiday seasons.             
Although units in certain locations are affected by different seasonal          
influences, we have historically experienced our strongest operating            
results from June through August. You cannot be sure, however, that such        
trend will continue.                                                            

 Our Stock Price Has Been, And May Continue To Be Subject To Large
Price Swings Which We May Or May Not Be Able To Control. Companies such as      
ours, involved in the theme restaurant industry, have experienced               
substantial price volatility in the market prices of their stock, and such      
volatility may continue to occur in the future. Additionally, the stock         
market has from time to time experienced significant price and volume           
fluctuations that are unrelated to the operating performance of particular      
companies. These broad market fluctuations may adversely affect the market      
price of our common stock. In addition to such broad market fluctuations,       
factors such as the following may have a significant effect on the market       
price of our common stock:                                                      

o    fluctuations in our operating results,       

         o    announcements of new ventures or products by us or our
competitors,                            

        o    the perception by others of our ability to obtain any
new financing necessary,                

    o    public perception as to the viability of products
developed by us or our competitors,     

        o    changes in analysts' recommendations regarding us and

o    general market conditions.                   

 We Have Previously Entered Into Transactions With Related Parties
Which May Pose Potential Conflicts of Interest. Certain related party           
transactions between us and some of our directors and principal                 
stockholders may involve inherent conflicts of interest. In the past, we        
have entered into business transactions with certain of our principal           
stockholders, and may continue to enter into such transactions in the           
future. We have no current plans to enter into any additional related party     
transactions and our policy is not to enter into transactions with related      
persons unless                                                                  

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the terms thereof are at least as favorable to us as those that could be        
obtained from unaffiliated third parties and/or are approved by a majority      
of our disinterested directors.                                                 

There Is A Risk That The Value Of Our Trademarks And Other      
Proprietary Rights Could Be Diminished By Improper Use By Others. We            
believe that our trademarks and other proprietary rights are important to       
our success and our competitive position. Accordingly, we devote                
substantial resources to the establishment and protection of our trademarks     
and proprietary rights. However, the actions taken by us to establish and       
protect our trademarks and other proprietary rights may be inadequate to        
prevent imitation of our products by others or to prevent others from           
claiming violations of their trademarks and proprietary rights by us.           

We May Not Be Able To Retain Our Founding Stockholders And Key  
Executives. Our success has depended to a significant extent upon the           
contributions of two of our founding and principal stockholders:                

                         Position                 Expiration of Current Term
Name                (other than stockholder)        of Employment Agreement     

Robert Earl          Chief Executive Officer,        December 2001              
Chairman of the Board and             
Director                              

Keith Barish         Director                        No Current Agreement       

   Mr. Barish resigned as Chairman of the Board of Directors effective
November 10, 1998. Mr. Barish, who will continue as a director, cited the       
recent addition of William Baumhauer as a timely opportunity for him to         
step down as Chairman. The Board has subsequently elected Robert Earl to        
serve as our Chairman of the Board of Directors. In connection with his         
resignation, Mr. Barish terminated his employment agreement with us. You        
cannot be sure that Mr. Barish will remain as one of our Directors.             

We also believe that our ability to successfully implement our  
business strategy and operate profitably depends on the continued               
employment of our senior management team led by William Baumhauer, our          
President, Chief Operating Officer and a Director. Mr. Baumhauer's              
employment agreement with us expires in July 2001.                              

In the event of any of these individuals' or any of the other   
senior executives' departure from us, you cannot be sure that we would be       
able to attract or retain suitable successors. Any such departure could         
materially adversely affect us. For example, pursuant to certain of our key     
contractual arrangements, including the lease for the Planet Hollywood unit     
in Orlando, Florida, upon the death, physical or mental incapacitation or       
retirement of Mr. Earl, we may lose certain of the substantial benefits         
that have contributed to our success or that are expected to contribute to      
any of our future growth. We have obtained a $25 million key man life           
insurance policy covering Mr. Earl, but you cannot be sure that the             
coverage provided by such policy will be sufficient to compensate us for        
the loss of Mr. Earl's services. Our future success will depend, in part,       
on our continuing ability to attract, retain and motivate qualified             
personnel.                                                                      

 Our Failure, Or The Failure of Entities That Do Business With Us,
To Be Year 2000 Compliant Could Negatively Impact Our Business. Year 2000       
compliance is the ability of computer hardware and software to respond to       
the problems posed by the fact that computer programs have traditionally        
been written using two digits rather than four to define the applicable         
year. As a consequence, unless modified, computer systems will not be able      
to differentiate between the year 2000 and 1900. Failure to address this        
problem could result in system failures and the generation of erroneous         
data. In 1997, we assessed our own year 2000 compliance and, based on such      
assessment, we expect to upgrade our critical computer systems to make them     
year 2000 compliant before the end of fiscal 1999 without material              
expenditures. We may, however, be adversely affected to the extent that         
other entities that do business with us, particularly credit card               
processors, are unable to achieve year 2000 compliance on a timely basis.       

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We Are Subject To Extensive Government Regulation Which Could   
Negatively Impact Our Business. The restaurant industry and, to a lesser        
extent, the retail merchandising industry, are subject to numerous Federal,     
foreign, state and local government regulations, including those relating       
to:                                                                             

*    the preparation and sale of food        *   the sale of alcoholic
                                     beverages

*    building and zoning requirements        *   sanitation           

*    environmental protection                *   relationships with   
                                     employees

*    minimum wage requirements               *   unemployment         

*    overtime                                *   workers' compensation

   *    working and safety conditions           *   citizenship requirements

Any change in the current status of such regulations, including an increase     
in the minimum wage, employee benefit costs, workers' compensation              
insurance rates or other costs associated with employees, could                 
substantially increase our compliance and labor costs.                          

 We may also be subject in certain states to "dram-shop" statutes,
which generally provide a person who is injured by an intoxicated person        
the right to recover damages from an establishment that wrongfully served       
alcoholic beverages to the intoxicated person.                                  

 Our Charter Documents And Delaware Law May Inhibit A Takeover. In
certain circumstances, the fact that corporate devices are in place that        
will inhibit or discourage takeover attempts could reduce the market value      
of our common stock. Our certificate of incorporation and bylaws contain        
certain provisions that may discourage other persons from attempting to         
acquire control of us. These provisions include, but are not limited to:        

o    a staggered Board of Directors,              

       o    the authorization of the Board of Directors to issue
             shares of undesignated preferred stock in one or more
              series without the specific approval of the holders of
our common stock,                       

       o    the establishment of advance notice requirements for
              director nominations and actions to be taken at annual
meetings and                            

      o    the requirement that two-thirds of the stockholders
              eligible to vote are required to approve any change to
        the bylaws or certain provisions of the restated
certificate.                            

   In addition, our certificate of incorporation and the bylaws permit
special meetings of the stockholders to be called only by our Chief             
Executive Officer or upon the request of a majority of the Board of             
Directors, and deny stockholders the ability to call such meetings. Such        
provisions, as well as the provisions of Section 203 of the Delaware            
General Corporation Law (to which we are subject), could impede a merger,       
consolidation, takeover or other business combination involving us or           
discourage a potential acquiror from making a tender offer or otherwise         
attempting to obtain control of us.                                             

The Fact That We Do Not Expect To Pay Dividends May Lead To     
Decreased Prices For Our Stock. We have never paid cash dividends on our        
common stock and we do not anticipate paying any cash dividends in the          
foreseeable future. In addition, the credit facility and the documents          
governing the notes contain restrictions on our ability to declare and pay      
cash dividends. Accordingly, any future determination to pay cash dividends     
would be subject to such restrictions                                           

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and would be dependent upon our financial condition, results of operations,     
capital requirements and such other factors as our Board of Directors deems     
relevant.                                                                       

WHERE YOU CAN FIND MORE INFORMATION     

  We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, therefore, file reports, proxy           
statements and other information with the SEC. You can inspect and copy all     
of this information at the Public Reference Room maintained by the SEC at       
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information      
on the operation of the Public Reference Room by calling the SEC at             
1-800-SEC-0330. In addition, the SEC maintains a web site that contains         
reports, proxy statements and information statements and other information      
regarding issuers, such as us, that file electronically with the SEC. The       
address of this web site is http:\\www.sec.gov.                                 

This prospectus, which constitutes a part of a registration     
statement on Form S-3 filed by us with the SEC under the Securities Act of      
1933, omits certain of the information set forth in the registration            
statement. Accordingly, you should reference the registration statement and     
its exhibits for further information with respect to us and our common          
stock. Copies of the registration statement and its exhibits are on file at     
the offices of the SEC. Furthermore, statements contained in this               
prospectus concerning any document filed as an exhibit are not necessarily      
complete and, in each instance, we refer you to the copy of such document       
filed as an exhibit to the registration statement. You should rely only on      
the information or representations provided in this prospectus and the          
registration statement. We have not authorized anyone to provide you with       
different information.                                                          

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE     

  The SEC allows us (File No. 000-28230) to incorporate by reference
the information we file with them, which means that we can disclose             
important information to you by referring you to those documents. The           
information incorporated by reference is considered to be part of this          
prospectus, and information that we file later with the SEC will                
automatically update and supersede the information in this prospectus.          
Accordingly, we incorporate by reference the documents listed below and any     
future filings we make with the SEC under Sections 13(a), 13(c), 14 or          
15(d) of the Exchange Act:                                                      

  o    Annual Report on Form 10-K for the fiscal year ended December
    28, 1997 (filed March 23, 1998), as amended by Form 10-K/A
dated April 30, 1998 (filed April 30, 1998);          

 o    Current Report on Form 8-K dated March 25, 1998 (filed March
26, 1998);                                            

o    Current Reports on Form 8-K dated March 9, 1998 (each filed
March 10, 1998);                                      

o    Definitive Proxy Statement dated April 20, 1998, filed in  
connection with the Company's 1998 Annual Meeting of  
Stockholders (filed April 14, 1998);                  

 o    Registration Statement on Form S-4, as amended, dated May 1,
1998 (Registration No. 333-51655);                    

 o    Quarterly Report on Form 10-Q for the quarterly period ended
March 29, 1998 (filed on May 13, 1998);               

  o    Current Report on Form 8-K dated July 27, 1998 (filed on July
30, 1998);                                            

 o    Current Report on Form 8-K dated November 10, 1998 (filed on
November 12, 1998);                                   

o    Current Report on Form 8-K dated January 14, 1999 (filed on
January 19, 1999);                                    

 o    Quarterly Report on Form 10-Q for the quarterly period ended
June 28, 1998 (filed on August 11, 1998);             

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 o    Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 1998 (filed on November 12, 1998); and  

o    Description of our common stock which is contained in our  
     Registration Statement on Form 8-A filed on April 17, 1996.

All reports and other documents we subsequently file pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of        
this prospectus and before the filing of a post-effective amendment which       
indicates that all securities offered under this prospectus have been sold      
or which deregisters all securities remaining unsold, shall be deemed to be     
part of this prospectus from the date of the filing of such reports and         
documents.                                                                      

We will provide without charge to each person, including any    
beneficial owner, to whom this prospectus is delivered, upon written or         
oral request, a copy of any or all documents that are incorporated into         
this prospectus by reference (other than exhibits to such documents unless      
such exhibits are specifically incorporated by reference into the documents     
that this prospectus incorporates). You should direct such requests to          
General Counsel, Planet Hollywood International, Inc., 8669 Commodity           
Circle, Orlando, Florida 32819, (407) 345-5300.                                 

NOTE REGARDING FORWARD-LOOKING STATEMENTS     

  This prospectus contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the         
Exchange Act. Our statements of plans, intentions and objectives and            
statements of future economic performance contained in this prospectus          
should be deemed to be forward-looking statements. Statements containing        
terms such as "believes," "does not believe," "no reason to believe,"           
"expects," "plans," "intends," "estimates," "anticipated" or "anticipates"      
are considered to contain uncertainty and are forward-looking statements.       

Forward-looking statements involve known and unknown risks and  
uncertainties which may cause our actual results in future periods to           
differ materially from what is currently anticipated. We make cautionary        
statements in certain sections of this prospectus, including under "Risk        
Factors." You should read these cautionary statements as being applicable       
to all related forward-looking statements wherever they appear in this          
prospectus, the materials referred to in this prospectus or the materials       
incorporated by reference into this prospectus.                                 

  You are cautioned that no forward-looking statement is a guarantee
of future performance and you should not place undue reliance on any            
forward-looking statement.                                                      

USE OF PROCEEDS     

We will not receive any proceeds from the sale of the shares    
offered hereby nor will such proceeds be available for our use or benefit.      
All proceeds from the sale of such shares will be for the account of the        
selling stockholder. See "Selling Stockholder" and "Plan of Distribution"       
below.                                                                          

SELLING STOCKHOLDER     

  The selling stockholder under this prospectus is Keith Barish, one
of our co-founders and directors.                                               

   Mr. Barish recently resigned as Chairman of the Board of Directors.
Mr. Barish cited the recent appointment of Mr. Baumhauer to the positions       
of President and Chief Operating Officer as a timely opportunity for him to     
step down as Chairman. Mr. Barish remains as a member of the Board of           
Directors. In connection with Mr. Barish's resignation, we entered into an      
agreement with Mr. Barish. The agreement includes mutual releases,              
registration rights for certain of Mr. Barish's shares of our common stock      
and restrictions on Mr. Barish's ability to sell the remainder of his           
shares                                                                          

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not covered by such registration rights. Pursuant to this agreement, we         
agreed to file with the SEC and to keep effective for two years a               
registration statement (of which this prospectus is a part) covering the        
resale of a portion of Mr. Barish's shares of our common stock. In              
connection with such registration, we will pay our own legal and accounting     
expenses as well as the SEC registration fees, while Mr. Barish will pay        
his own legal expenses and any brokerage or similar fees in connection with     
the resale of his shares. Mr. Barish has also agreed that, before May 4,        
2000, he will not sell any of his shares that are not covered by the            
registration statement or that are not permitted under our agreement with       
Mr. Barish to be sold pursuant to Rule 144 under the Securities Act;            
provided, however, that Mr. Barish is entitled to sell such unregistered        
shares in certain privately negotiated transactions as set forth in the         
agreement. Any purchaser of such shares will be required to agree to be         
bound by the same restrictions and therefore such shares will not be freely     
tradeable until after May 4, 2000.                                              

   We have filed our agreement with Mr. Barish, as amended on December
14, 1998 and January 19, 1999, as exhibits to the registration statement of     
which this prospectus is a part. We refer you to these exhibits, as well as     
to the "Plan of Distribution" section below, for a more complete and            
detailed description of the rights granted to and obligations imposed upon      
us and Mr. Barish under such agreement.                                         

   The following table sets forth the name of the selling stockholder,
the total number of shares of our common stock beneficially owned by the        
selling stockholder as of the date of this prospectus and the number of         
shares which may be offered pursuant to this prospectus. This information       
is based upon information provided by the selling stockholder.                  

     Total number of                           Ownership after
     shares of our             Number of        offering (3)
common stock before       shares being                
offering (1)             offered                
        ------------------------                   -----------------------
Name of                                                                         
Selling        Number of                              Number of                 
Stockholder     Shares      Percent(2)                 Shares       Percent(2)  

Keith Barish   22,075,563      23%      10,000,000    12,075,563       12.4%    

(1)  The number of shares beneficially owned is determined under rules          
promulgated by the SEC, and the information is not necessarily        
indicative of beneficial ownership for any other purpose.             

(2)  Percent of total shares of our common stock outstanding as of January      
1, 1999.                                                              

(3)  It is unknown if, when or in what amounts the selling stockholder may      
offer shares for sale pursuant to this prospectus. Because the selling
stockholder may offer all or some of the shares offered hereby, no    
estimate can be given as to the amount of shares offered hereby that  
he will continue to hold after this offering is considered complete.  
However, for purposes of this table, we have assumed that, after      
completion of the offering, he will have sold all of his shares       
offered hereby.                                                       

PLAN OF DISTRIBUTION    

The shares offered hereby for sale may be offered by the selling
stockholder or by donees, transferees or other successors in interest that      
receive the shares as a gift or other non-sale related transfer. The shares     
may be sold by the selling stockholder only in accordance with the terms of     
our agreement with Mr. Barish. Generally, such agreement provides that:         

         o    Individual sales can be made in blocks no smaller than
250,000 shares.                         

        o    Sales can only be to "Permitted Transferees," defined
             as any "accredited investor" of the type described in
              Rule 501 (a)(1) (other than a broker-dealer registered
             pursuant to Section 15 of the Exchange Act), (2), (3)
or (7), other than:                     

        o    persons engaged in a business that directly
competes with us and          

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              o    persons who would own more than 30% of the common
stock after any such sale.    

       o    Although underwritten offerings, broker transactions
              and exchange transactions are prohibited, sales may be
             facilitated by a broker or dealer registered pursuant
to Section 15 of the Exchange Act.      

          o    Except for a list of pre-approved purchasers, Permitted
              Transferees are subject to our written approval. If we
              disapprove of a proposed purchaser or purchasers (that
               otherwise meet the criteria for a Permitted Transferee)
       which disapproval or disapprovals relate in the
           aggregate to the proposed sale of 2,000,000 shares,
             Mr. Barish may terminate the portion of the agreement
              covering the registration of certain of his shares and
          the restrictions upon the remainder of his shares.
              Thereafter, Mr. Barish would be entitled to dispose of
              any of his shares in any manner otherwise permitted by
 our internal policies and applicable law.

Subject to the same restrictions set forth above, Mr. Barish may
also sell, in one or several transactions, up to 1,000,000 additional           
shares of our common stock not offered by this prospectus pursuant to Rule      
144 under the Securities Act; provided, however, that                           

       o    such transaction may only occur concurrently with or
           subsequent to the sale of all the shares offered by
this prospectus and                     

          o    any rejection by us of a prospective purchaser for such
        shares will count toward the aggregate number of
          rejections allowed before Mr. Barish's termination
rights are triggered.                   

  Any or all of the sales or other transactions involving the shares
offered hereby must be made pursuant to this prospectus.                        

   In accordance with our agreement with Mr. Barish, we and Mr. Barish
have agreed to indemnify and hold each other harmless against certain           
liabilities under the Securities Act that could arise in connection with        
the resale by the selling stockholder of the shares offered hereby.             

LEGAL MATTERS     

 The validity of the shares offered hereby and certain other legal
matters will be passed upon for us by Gray, Harris & Robinson, P.A.,            
Orlando, Florida.                                                               

EXPERTS     

The financial statements incorporated in this prospectus by     
reference to Planet Hollywood International, Inc.'s Annual Report on Form       
10-K, as amended, and Planet Hollywood International, Inc.'s Registration       
Statement on Form S-4, as amended, dated May 1, 1998, have been so              
incorporated in reliance on the report of PricewaterhouseCoopers LLP,           
independent accountants, given on the authority of said firm as experts in      
auditing and accounting.                                                        

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PART II     
INFORMATION NOT REQUIRED IN PROSPECTUS    

Item 14.  Other Expenses of Issuance and Distribution                           

The following table sets forth the costs and expenses payable by
the Company and the selling stockholder in connection with the sale of the      
Class A Common Stock being registered. Except for the legal fees and            
expenses to be paid by the selling stockholder, all the fees and expenses       
set forth below will be paid by the Company. All the amounts shown are          
estimates except the registration fee.                                          

SEC Registration Fee......................................   $  9,479.80        
Accounting fees and expenses..............................      6,000.00        
Legal fees and expenses to be paid by the Company.........     20,000,00        
Legal fees and expenses to be paid by the selling                               
stockholder.............................................      5,000.00      
                                                       -------------

Total.............................................   $ 40,479.80
                                                    ==========

Item 15.  Indemnification of Directors and Officers                             

   Pursuant to Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL"), the Bylaws of the Company provide that the            
Company may indemnify any person who was or is a party or is threatened to      
be made a party to any threatened, pending or completed claim, action, suit     
or proceeding, whether civil, criminal, administrative or investigative         
(other than an action by or in the right of the Company) by reason of the       
fact that he is or was a director, officer, employee or agent of the            
Company, or is or was serving at the request of the Company as a director,      
partner, officer, employee or agent of another corporation, partnership,        
joint venture, trust or other enterprise, against expenses (including           
attorneys' fees inclusive of any appeal), judgments, fines and amounts paid     
in settlement actually and reasonably incurred by him in connection with        
such claim, action, suit or proceeding 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 Company, and with respect to any criminal action or proceeding, has      
no reasonable cause to believe his conduct unlawful.                            

Pursuant to Section 145 of the DGCL, the Bylaws further provide 
that the Company may indemnify any person who was or is a party or is           
threatened to be made a party to any threatened, pending or completed           
claim, action or suit by or in the right of the Company to procure a            
judgment in its favor by reason of the fact that he is or was a director,       
officer, employee or agent of the Company, or is or was serving at the          
request of the Company as a director, partner, officer, employee or agent       
of another corporation, partnership, joint venture, trust or other              
enterprise against expenses (including attorneys' fees inclusive of any         
appeal) actually and reasonably incurred by him in connection with the          
defense or settlement of such claim, action or suit 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 Company and except that no indemnification shall be       
made in respect of any claim, issue or matter as to which such person shall     
have been adjudged to be liable for negligence or misconduct in the             
performance of his duty to the Company unless and only to the extent that a     
court of competent jurisdiction (the "Court") in which such claim, action       
or suit was brought shall determine upon application that, despite the          
adjudication of liability but in view of all the circumstances of the case,     
such person is fairly and reasonably entitled to indemnity for such             
expenses which the Court shall deem proper.                                     

Section 145 further provides that to the extent a director,     
officer, employee or agent of a corporation has been successful in the          
defense of any action, suit or proceeding referred to above or in the           
defense of any claim, issue or matter therein, he shall be indemnified          
against expenses (including attorneys' fees) actually and reasonably            
incurred by him in connection therewith; that indemnification provided for      
by Section 145 shall not be deemed exclusive of any other rights to which       
the indemnified party may be entitled; and that the corporation is              
empowered to purchase and maintain insurance on behalf of any person who is     
or was a director, officer, employee or agent of the                            

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corporation against any liability asserted against him in any such capacity     
or arising out of his status as such, whether or not the corporation would      
have the power to indemnify him against such liability under Section 145.       

Insofar as indemnification for liabilities arising under the    
Securities Act of 1933 (the "Securities Act") 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 SEC such indemnification is against public           
policy as expressed in the Securities Act and is, therefore, unenforceable.     
If 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 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 and will be governed by        
the final adjudication of such issue.                                           

Item 16.  Exhibits                                                              

Exhibit Number                          Exhibit Description                     

3.1*      Restated Certificate of Incorporation of the Registrant               

3.2***    Third Amended and Restated Bylaws of the Registrant                   

4.1***    Amended Credit Agreement, dated as of December 8, 1998, among the     
    Registrant, SunTrust Bank and certain other lenders (the "credit
facility")                                                  

5.1***    Opinion of Gray, Harris & Robinson, P.A.                              

10.1***   Letter Agreement, including annexes thereto (which include the        
   form of the Registration Rights Agreement), between the Company
and Mr. Barish, as amended on December 14, 1998             

10.2**    Amendments to the Letter Agreement previously filed as Exhibit        
10.1                                                        

23.1**    Consent of PricewaterhouseCoopers LLP                                 

23.2***   Consent of Gray, Harris & Robinson, P.A. (included in Exhibit         
5.1)                                                        

24.1***   Powers of Attorney                                                    

*    Incorporated by reference to the exhibit with the corresponding            
exhibit number in the Registration Statement on Form S-1 previously   
filed by the Registrant (Registration No. 333- 01490)                 
**   Filed herewith                                                             
***  Previously filed                                                           

Item 17.  Undertakings                                                          

The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment      
to this registration statement, 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. For purposes of determining any liability under the     
Securities Act, 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. The undersigned Registrant further          
undertakes 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.                                                

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  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the          
Registrant's annual report pursuant to section 13(a) or section 15(d) of        
the Securities Exchange Act of 1934 (the "Exchange Act") (and, where            
applicable, each filing of an employee benefit plan's annual report             
pursuant to section 15(d) of the Exchange Act) 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 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 Act and is, therefor, unenforceable. If 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 Act and will be governed by the final         
adjudication of such issue.                                                     

SIGNATURES    

  Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Post-Effective Amendment No. 1 to        
this registration statement to be signed on its behalf by the undersigned,      
thereunto duly authorized on this 19th day of January, 1999.                    

Planet Hollywood International, Inc.                                            
Registrant                                                                      

By: /s/ Thomas Avallone                                                         
----------------------------                Date: January 19, 1999        
Thomas Avallone                                                   
Chief Financial Officer                                           
(and Principal Accounting Officer)                                              

By: /s/ Scott E. Johnson                                                        
----------------------------               Date: January 19, 1999         
Scott E. Johnson                                                  
Senior Vice President,                                            
General Counsel and                                               
Secretary                                                         

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

Signature                 Capacity                        Date                  

      *             Chairman of the Board of        January 19, 1999
----------------------    Directors, Director and                               
Robert Earl               Chief Executive Officer                               
*                                                       
----------------------    Director, President and         January 19, 1999      
William Baumhauer         Chief Operating Officer                               

/s/ Thomas Avallone       Director, Executive Vice        January 19, 1999      
----------------------    President and Chief                                   
Thomas Avallone           Financial Officer                                     

      *             Director                        January 19, 1999
----------------------                                                          
Keith Barish                                                                    
      *             Director                        January 19, 1999
----------------------                                                          
Claudio Gonzalez                                                                
      *             Director                        January 19, 1999
----------------------                                                          
Mark McCormack                                                                  
      *             Director                        January 19, 1999
----------------------                                                          
Michael Montague                                                                
      *             Director                        January 19, 1999
----------------------                                                          
Ong Beng Seng                                                                   
      *             Director                        January 19, 1999
----------------------                                                          
Isadore Sharp                                                                   
      *             Director                        January 19, 1999
----------------------                                                          
Michael Tarnopol                                                                

---------------------                                                         
*    The undersigned, by signing his name hereto, does hereby sign this         
registration statement or amendment thereto on behalf of the above    
indicated directors and officers of Planet Hollywood International,   
Inc. pursuant to powers of attorney executed on behalf of each such   
director and officer.                                                 

                 By:       /s/ Thomas Avallone
                             -----------------------------------
                               Thomas Avallone
                                Attorney-in-Fact

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INDEX TO EXHIBITS     

Exhibit Number               Exhibit Description                                

3.1*           Restated Certificate of Incorporation of the Registrant          

3.2***         Third Amended and Restated Bylaws of the Registrant              

4.1***         Amended Credit Agreement, dated as of December 8, 1998,          
   among the Registrant, SunTrust Bank and certain other
lenders (the "credit facility")                   

5.1***         Opinion of Gray, Harris & Robinson, P.A.                         

10.1***        Letter Agreement, including annexes thereto (which include       
         the form of the Registration Rights Agreement), between the
     Company and Mr. Barish, as amended on December 14, 1998

10.2**         Amendments to the Letter Agreement previously filed as           
Exhibit 10.1                                      

23.1**         Consent of PricewaterhouseCoopers LLP                            

23.2***        Consent of Gray, Harris & Robinson, P.A. (included in            
Exhibit 5.1)                                      

24.1***        Powers of Attorney                                               

*    Incorporated by reference to the exhibit with the corresponding            
exhibit number in the Registration Statement on Form S-1 previously   
filed by the Registrant (Registration No. 333-01490)                  
**   Filed herewith                                                             
***  Previously filed                                                           

*****************************************************                           

Dates Referenced Herein   and   Documents Incorporated by Reference

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