-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 GFF0seU7ohZQlVTiqPlo0UrjaNOKOsKpgmGToJmcTnC2kJ7XHj/eebbCVwjSH76o
 AjmG5ZRnvW3DNpFjNYSJUQ==

<SEC-DOCUMENT>0000950117-03-000240.txt : 20030127
<SEC-HEADER>0000950117-03-000240.hdr.sgml : 20030127
<ACCEPTANCE-DATETIME>20030127164801
ACCESSION NUMBER:		0000950117-03-000240
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030313
FILED AS OF DATE:		20030127
EFFECTIVENESS DATE:		20030127

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARK RESTAURANTS CORP
		CENTRAL INDEX KEY:			0000779544
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				133156768
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09453
		FILM NUMBER:		03526284

	BUSINESS ADDRESS:	
		STREET 1:		85 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003-3019
		BUSINESS PHONE:		2122068800

	MAIL ADDRESS:	
		STREET 1:		85 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003-3019
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>a34281.txt
<DESCRIPTION>ARK RESTAURANTS CORP.
<TEXT>


<PAGE>

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement                  [ ]  Confidential, for use by
                                                      the Commission Only
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12

                              ARK RESTAURANTS CORP.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
    (2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11:

- --------------------------------------------------------------------------------
    (4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
    (5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the form or schedule and the date of its filing.

    (1) Amount previously paid:

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

    (2) Form, schedule or registration statement no.:

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

    (3) Filing party:

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

    (4) Date filed:




<PAGE>


                              ARK RESTAURANTS CORP.

                                 85 Fifth Avenue
                            New York, New York 10003

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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                          To Be Held on March 13, 2003

To Shareholders of
ARK RESTAURANTS CORP.

         NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ark
Restaurants Corp. (the "Company") will be held on March 13, 2003 at 10:00 A.M.
at Bryant Park Grill, located at 25 West 40th Street, New York, New York for the
following purposes:

         (1) To elect a board of seven directors;

         (2) To ratify the appointment of Deloitte & Touche LLP as independent
             auditors for the 2003 fiscal year; and

         (3) To transact such other business as may properly come before the
             meeting or any adjournments thereof.

         The Board of Directors has fixed the close of business on February 7,
2003 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting. All shareholders are cordially invited to
attend.

         YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING, TO DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW THE PROXY AND VOTE
YOUR OWN SHARES.


                                             By Order of the Board of Directors,


                                             Vincent Pascal
                                             Secretary and Senior Vice President
New York, New York
February 10, 2003






<PAGE>


                              ARK RESTAURANTS CORP.

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

                                 PROXY STATEMENT

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


         This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of Ark Restaurants Corp., a New York
corporation (the "Company"), of proxies to be voted at the Annual Meeting of
Shareholders to be held at Bryant Park Grill, located at 25 West 40th Street,
New York, New York, at 10:00 A.M. on March 13, 2003 and at any adjournment or
adjournments thereof (the "Meeting").

         If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
therein and if no instructions are given, will be voted (i) IN FAVOR of the
nominees for election as directors and (ii) IN FAVOR of the ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the Company for
the 2003 fiscal year. Election of directors will be determined by a plurality of
votes cast at the Meeting in person or by proxy. Ratification of the appointment
of Deloitte & Touche LLP and all other proposals to be considered at the Meeting
will be determined by a majority of votes cast at the Meeting in person or by
proxy.

         The proxy may be revoked at any time prior to its exercise by written
notice to the Company, by submission of another proxy bearing a later date, or
by voting in person at the Meeting. Such revocation will not affect any vote
taken prior thereto. The mere presence at the Meeting of the person appointing a
proxy will not revoke the appointment.

         The approximate date this Proxy Statement and the accompanying Proxy
will first be mailed to shareholders is on or about February 10, 2003. The
Company's principal executive offices are located at 85 Fifth Avenue, New York,
New York 10003.

                        VOTING SECURITIES -- RECORD DATE

         Only holders of record of the Company's Common Stock at the close of
business on February 7, 2003 (the "Record Date") will be entitled to notice of
and to vote at the Meeting. On the Record Date 3,181,299 shares of Common Stock
were issued and outstanding. Each outstanding share of Common Stock entitles the
holder thereof to one vote.






                                       1





<PAGE>


                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information at February 1, 2003,
with respect to the beneficial ownership of shares of Common Stock owned by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and nominee for election
as director of the Company, (iii) each person named in the Summary Compensation
Table, and (iv) all current executive officers and directors of the Company as a
group:

<TABLE>
<CAPTION>
                        Name and Address                              Amount and Nature of
                       of Beneficial Owner                          Beneficial Ownership (1)      Percent of Class
                       -------------------                          ------------------------      ----------------
<S>                                                                       <C>                          <C>
         Michael Weinstein...........................                     1,041,488(2)                 32.73%
                  85 Fifth Avenue
                  New York, New York 10003

         FMR Corp....................................                       221,300(3)                  6.96%
                  82 Devonshire Street
                  Boston, Massachusetts 02109

         Bruce R. Lewin .............................                       231,600                     7.28%
                  1329A North Avenue
                  New Rochelle, New York 10804

         Arthur Zankel ..............................                       222,500(4)                  6.99%
                  535 Madison Avenue
                  New York, New York 10022

         Vincent Pascal .............................                        68,690(5)                  2.16%
                  85 Fifth Avenue
                  New York, New York  10003

         Robert Towers ..............................                        64,350(6)                  2.02%
                  85 Fifth Avenue
                  New York, New York  10003

         Donald D. Shack ............................                        42,603(7)                  1.34%
                  530 Fifth Avenue
                  New York, New York  10036

         Andrew Kuruc ...............................                        28,300(8)              Less than 1%
                  88 Fernwood Terrace
                  Stewart Manor, New York  11530

         Jay Galin ..................................                        26,000                 Less than 1%
                  520 Eighth Avenue
                  New York, New York  10018

         Ernest Bogen ...............................                        17,320(9)              Less than 1%
                  85 Fifth Avenue
                  New York, New York  10003

         Paul Gordon ................................                        26,750(10)             Less than 1%
                  85 Fifth Avenue
                  New York, New York  10003

         Robert Stewart .............................                         1,000                 Less than 1%
                  85 Fifth Avenue
                  New York, New York  10003
         All directors and officers as a group (nine persons)             1,519,801(11)                47.77%
</TABLE>




                                       2





<PAGE>

- ----------

(1)      Except to the extent otherwise indicated, to the best of the Company's
         knowledge, each of the indicated persons exercises sole voting and
         investment power with respect to all shares beneficially owned by him.

(2)      Includes 15,800 shares owned by The Weinstein Foundation, a private
         foundation of which Mr. Weinstein acts as trustee and as to which
         shares Mr. Weinstein has shared investment and shared voting power and
         69,750 shares issuable upon exercise of currently exercisable options
         granted under the Company's 1996 Stock Option Plan, as amended or
         exercisable within 60 days of the date of this Proxy Statement.

(3)      Based upon information set forth in Schedule 13G filed by FMR Corp.
         with the Securities and Exchange Commission on or about February 13,
         2002. Fidelity Management & Research Company ("Fidelity"), a
         wholly-owned subsidiary of FMR Corp., is the beneficial owner of
         221,300 shares, or 7.28% of the Company's outstanding Common Stock, as
         a result of acting as investment adviser to several investment
         companies. The ownership by one investment company, Fidelity Low Priced
         Stock Fund, amounted to 221,300 shares. Mr. Edward C. Johnson 3d, FMR
         Corp., through its control of Fidelity, and the aforementioned
         investment companies each has the power to dispose of the 221,300
         shares.

(4)      Based upon information set forth in Schedule 13D filed by Mr. Arthur
         Zankel with the Securities and Exchange Commission on or about July 6,
         2000.

(5)      Includes 18,750 shares issuable upon exercise of currently exercisable
         stock options granted under the Company's 1996 Stock Option Plan or
         exercisable within 60 days of the date of this Proxy Statement.

(6)      Includes 18,750 shares issuable upon exercise of currently exercisable
         stock options granted under the Company's 1996 Stock Option Plan or
         exercisable within 60 days of the date of this Proxy Statement.

(7)      Includes 40,000 shares owned by Skylark Partners, a partnership of
         which Mr. Shack is a general partner, as to which shares Mr. Shack
         shares voting and investment power. Mr. Shack is not standing for
         re-election to the Board.

(8)      Mr. Kuruc resigned as Chief Financial Officer effective June 27, 2002.

(9)      Includes 7,320 shares owned by Mr. Bogen's spouse, as to which Mr.
         Bogen disclaims beneficial ownership.

(10)     Includes 19,250 shares issuable upon exercise of currently exercisable
         stock options granted under the Company's 1996 Stock Option Plan or
         exercisable within 60 days of the date of this Proxy Statement.

(11)     Includes 126,500 shares issuable upon exercise of currently exercisable
         stock options granted under the Company's 1996 Stock Option Plan or
         exercisable within 60 days of the date of this Proxy Statement.


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

         In the event of the death of Michael Weinstein, the Company has agreed
to purchase from his estate, at the option of his executor or legal
representative, such number of shares of Common Stock as may be purchased with
the proceeds of a $5,000,000 insurance policy maintained by the Company on the
life of Mr. Weinstein, at a price per share equal to the greater of the then
book value or the then fair market value of such shares. The Company is
obligated to maintain $5,000,000 of insurance on the life of Mr. Weinstein
during the term of the agreement.



                                       3





<PAGE>



                        PROPOSAL 1: ELECTION OF DIRECTORS

         A board of seven directors is to be elected at the Meeting. The Board
of Directors nominates the following persons for election to the Board to serve
until the next Annual Meeting of Shareholders and until their respective
successors are duly elected and shall qualify. Unless a proxy shall specify that
it is not to be voted for the directors, it is intended that the shares
represented by each duly executed and returned proxy will be voted IN FAVOR of
the election as directors of the persons named below.

         Each of the persons named below is at present a director of the
Company. If for any reason any nominee is not a candidate for election at the
Meeting, such proxies will be voted for a substitute nominee and for the others
named below. The Board does not anticipate that any of the nominees will not be
a candidate.

<TABLE>
<CAPTION>
                                                                                                        Director
             Name                Age       Principal Occupation and Position with the Company             Since
             ----                ---       --------------------------------------------------             -----
<S>                             <C>    <C>                                                              <C>
Ernest Bogen                     71    Restaurant operations; Chairman of the Board of the Company        1983
Michael Weinstein                59    President and Chief Executive Officer of the Company               1983
Vincent Pascal                   59    Senior Vice President and Secretary of the Company                 1985
Robert Towers                    55    Executive Vice President, Chief Operating Officer and              1987
                                       Treasurer of the Company
Paul Gordon                      51    Senior Vice President of the Company                               1996
Jay Galin                        66    Chief Executive Officer, G+G Retail, Inc.                          1988
Bruce R. Lewin                   55    Continental Hosts, Ltd., Member                                    2000

</TABLE>

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

Biographical Information

         Ernest Bogen has been a director of the Company since its inception in
January 1983 and was also Secretary until September 1985 and Treasurer until
March 1987. He was elected Chairman of the Board of Directors of the Company in
September 1985. During the past five years, Mr. Bogen was a director and 25%
shareholder of Easy Diners, Inc., a restaurant management company which operated
a restaurant in New York City until January 31, 2002 and of RSWB Corp. and BSWR
Corp., each of which operates a restaurant in New York City. Mr. Bogen is also
the owner of 24% of the membership interests of each of Dockeast, LLC and
Dockwest, LLC, each of which operates a restaurant in New York City. Mr. Bogen
is an officer, director and 25% shareholder of BSRS Corp. which previously owned
a restaurant in Boca Raton, Florida. Easy Diners, Inc., RSWB Corp., BSRS Corp.,
Dockeast, LLC, Dockwest, LLC and BSWR Corp. are not subsidiaries or affiliates
of the Company.

         Michael Weinstein has been the President, Chief Executive Officer and a
director of the Company since its inception in January 1983. During the past
five years, Mr. Weinstein has been an officer, director and 25% shareholder of
Easy Diners, Inc., a restaurant management company which operated a restaurant
in New York City until January 31, 2002. Mr. Weinstein is also a director and
25% shareholder of RSWB Corp. and BSWR Corp. (since April 1998) each of which
operates a restaurant in New York City. Mr. Weinstein is also the owner of 24%
of the membership interests of each of Dockeast, LLC and Dockwest, LLC, each of
which operates a restaurant in New York City. Easy Diners, Inc., RSWB Corp.,
Dockeast, LLC, Dockwest, LLC and BSWR Corp. are not subsidiaries or affiliates
of the Company. Mr. Weinstein spends substantially all of his business time on
Company-related matters.



                                       4




<PAGE>

         Vincent Pascal has been employed by the Company since November 1983 and
was elected Vice President, Assistant Secretary and a director of the Company in
October 1985. Mr. Pascal became Secretary of the Company in January 1994 and a
Senior Vice President in April 2001.

         Robert Towers has been employed by the Company since November 1983 and
was elected Vice President, Treasurer and a director in March 1987. Mr. Towers
became an Executive Vice President and Chief Operating Officer in April 2001.
Mr. Towers is also the Executive Vice President, Treasurer and Secretary of each
of the Company's Las Vegas, Nevada subsidiaries.

         Paul Gordon has been employed by the Company since 1983 and was elected
as a director in November 1996 and a Senior Vice President in April 2001. Mr.
Gordon is the manager of the Company's Las Vegas operations, and is a Senior
Vice President of each of the Company's Las Vegas, Nevada subsidiaries. Prior to
assuming that role in 1996, Mr. Gordon was the manager of the Company's
operations in Washington, D.C. commencing in 1989.

         Jay Galin was elected a director of the Company in January 1988. Since
August 1998, Mr. Galin has been Chairman of the Board and Chief Executive
Officer of G & G Retail Holdings, Inc. and its subsidiary G + G Retail, Inc., a
chain of retail clothing stores. For more than five years prior thereto, Mr.
Galin was President of its predecessor, G. & G. Shops, Inc.

         Bruce R. Lewin was elected a director of the Company in February 2000.
During the past five years, Mr. Lewin has been the owner of Bruce R. Lewin Fine
Art in New York. Since August 2001, Mr. Lewin has been the President and a
director of Continental Hosts, Ltd. Since May 2002, Mr. Lewin has been a member
of Fuze Beverage, LLC. Mr. Lewin was formerly a director of the Bank of Great
Neck (in New York), and a former director of the New York City Chapter of the
New York State Restaurant Association.

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

         All officers of the Company are elected by and serve at the pleasure of
the Board. There are no family relationships among any of the directors or
executive officers of the Company.

         Director Compensation

         In fiscal 2002 the Company paid a fee of $10,000 to each director who
was not an officer of the Company.

         Transactions With Related Parties

         The Company provides purchasing services to restaurants in which
Messrs. Weinstein and Bogen have interests, for which the Company receives a fee
which has not exceeded $30,000 in any fiscal year.

         The Company made loans, primarily in connection with the exercise of
stock options to Robert Towers, Vincent Pascal and Paul Gordon. Such loans are
payable on demand and bear interest at prime plus one-half percent. During
fiscal 2002, the largest amount of indebtedness outstanding at any one time
with respect to these loans of Mr. Towers, Mr. Pascal and Mr. Gordon was
$407,000, $175,030 and $60,000 respectively. At January 23, 2003, Mr. Towers,
Mr. Pascal and Mr. Gordon were indebted to the Company in the amounts of
$463,000, $208,000 and $60,000 respectively. At January 23, 2003, Mr. Weinstein,
Mr. Towers and Mr. Pascal were indebted to the Company in the amounts of
$835,000, $56,000 and $33,000 respectively. Such loans are payable on demand
and bear interest at the minimum statutory rate. During fiscal 2002, the largest
amount of indebtedness of Mr. Weinstein outstanding at any one time was
$835,000.





                                       5





<PAGE>

Meetings and Committees of the Board of Directors

         Messrs. Galin and Lewin currently serve as members of the Stock Option
Committee of the Board. The Stock Option Committee administers the Company's
1996 Stock Option Plan. During fiscal 2002, the Stock Option Committee took
action by unanimous written consent of the members of the Committee on one
occasion.

         Messrs. Galin, Lewin and Shack currently serve as members of the Audit
Committee of the Board of Directors. The Audit Committee is responsible for,
among other things, receiving and reviewing the recommendations of the
independent auditors, reviewing consolidated financial statements of the
Company, meeting periodically with the independent auditors and Company
personnel with respect to the adequacy of internal accounting controls,
resolving potential conflicts of interest and reviewing Company's accounting
policies. Messrs. Galin and Lewin are independent directors, within the meaning
of NASD Rule 4200(a)(14). While Mr. Shack is not an independent director within
the meaning of Rule 4200 due to his membership in a law firm that represents the
Company, the Board has determined that Mr. Shack's membership on the Audit
Committee was in the best interests of the Company and its shareholders. The
Board believed Mr. Shack was qualified to serve on the Audit Committee because
of Mr. Shack's prior service on the Audit Committee of the Company for many
years and on the boards and audit committees of several other publicly traded
corporations. He is very familiar with the work and responsibilities of the
Audit Committee and the financial analysis that is required. The Board has
adopted a written charter for this Audit Committee, and a copy of the charter
was included as an appendix to the Company's 2001 proxy statement. The Audit
Committee held six meetings during fiscal 2002.

         The Company does not have a Nominating Committee.

         Messrs. Galin and Lewin currently serve as members of the Compensation
Committee. The Compensation Committee is responsible for reviewing the Company's
compensation policies, establishing the compensation for the President and Chief
Executive Officer of the Company and making recommendations on compensation for
other executive officers of the Company. The Compensation Committee held one
meeting during fiscal 2002.

         During the Company's past fiscal year, the Board held four meetings and
took action on six occasions by unanimous written consent of the members of the
Board. Each member of the Board attended at least 75% of the meetings of the
Board and committees on which he served.




                                       6





<PAGE>


                             EXECUTIVE COMPENSATION

         The Summary Compensation Table shown below sets forth certain
information concerning the annual and long-term compensation for services in all
capacities to the Company for the 2002, 2001 and 2000 fiscal years, of those
persons who were, at September 28, 2002, (i) the President and Chief Executive
Officer of the Company, (ii) the other four most highly compensated executive
officers of the Company and (iii) Mr. Andrew Kuruc, who resigned as the
Company's Chief Financial Officer, Senior Vice President and Controller in June
2002.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                       Long-Term
                                                            Annual Compensation                      Compensation
                                                            -------------------                      ------------
                                                                                                      Securities
                                                                                    All Other         Underlying
                                                       Salary         Bonus        Compensation        Options
       Name and Principal Position           Year        ($)           ($)             ($)                (#)
       ---------------------------           ----        ---           ---             ---                ---
<S>                                         <C>        <C>                  <C>     <C>                 <C>
Michael Weinstein                           2002       594,048              0                              99,000
     President and Chief Executive          2001       521,630         33,000                                 ---
     Officer................................2000       458,090         44,435                                 ---

Vincent Pascal                              2002       253,159         30,000                              30,000
     Senior Vice President and              2001       233,359         14,055                                 ---
     Secretary .............................2000       230,943         22,099                                 ---

Robert Towers
     Executive Vice President, Chief        2002       253,159         30,000                              30,000
     Operating Officer and Treasurer........2001       233,359         14,055                                 ---
                                            2000       230,943         22,099                                 ---
Andrew Kuruc(1)
     Former Senior Vice President, Chief    2002       139,116(2)           0             50,752(3)        25,000(4)
     Financial Officer and                  2001       182,316         10,983                                 ---
     Controller ............................2000       180,455         17,270                                 ---

Paul Gordon                                 2002       203,155         12,150            113,258(5)        32,000
     Senior Vice President .................2001       219,769         51,820                                 ---
           .................................2000       176,947         81,361                                 ---

Robert Stewart(1)                           2002        61,539(6)           0                                 ---
     Current Chief Financial Officer        2001           ---            ---                                 ---
           .................................2000           ---            ---                                 ---

</TABLE>

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

(1)      Mr. Kuruc resigned as the Company's Chief Financial Officer, Senior
         Vice President, Controller and director in June 2002. Mr. Stewart
         became Chief Financial Officer of the Company in the same month.



                                       7





<PAGE>

(2)      This amount represents salary earned by Mr. Kuruc prior to his
         resignation.

(3)      This amount represents payments made to Mr. Kuruc pursuant to his
         severance agreement with the Company.

(4)      Pursuant to the terms of the Company's 1996 Stock Option Plan and Mr.
         Kuruc's severance agreement, Mr. Kuruc's stock options expired on
         September 22, 2002.

(5)      This amount represents commissions of 1% of operating profits of the
         Las Vegas operations.

(6)      Mr. Stewart's compensation in fiscal 2002 was at a rate of $200,000 per
         year. The amount set forth in the table is a prorated amount of salary
         received by Mr. Stewart in fiscal 2002 since he began working for the
         Company in June 2002.





                                       8





<PAGE>


                        OPTION GRANTS IN LAST FISCAL YEAR

         The table shown below sets forth information related to options to
purchase the Company's Common Stock that were granted in fiscal year 2002 of
those persons who were, at September 28, 2002, (i) the President and Chief
Executive Officer of the Company, (ii) the other four most highly compensated
executive officers of the Company and (iii) Mr. Andrew Kuruc, who resigned as
the Company's Chief Financial Officer, Senior Vice President and Controller in
June 2002.

<TABLE>
<CAPTION>

                                                                                         Potential Realizable Value
                                                                                         at Assumed Annual Rates of
                                                                                          Stock Price Appreciation
                                   Individual Grants                                          for Option Term
- ------------------------------------------------------------------------------------------------------------------
                                         Percent of
                                           Total
                            Number of     Options
                            Securities   Granted to
                            Underlying   Employees       Exercise
                             Options     In Fiscal        Price           Expiration
            Name           Granted (#)      Year          ($/Sh)             Date        5%($)        10%($)
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>        <C>           <C>                 <C>          <C>
Michael Weinstein........     99,000        41.25%     $6.30/share   December 17, 2006  173,250      377,190
Vincent Pascal...........     30,000        12.5%      $6.30/share   December 17, 2006   52,500      114,300
Robert Towers............     30,000        12.5%      $6.30/share   December 17, 2006   52,500      114,300
Andrew Kuruc(1)..........     25,000        10.41%     $6.30/share   December 17, 2006   43,750       95,250
Paul Gordon..............     32,000        13.33%     $6.30/share   December 17, 2006   56,000      121,920
Robert Stewart...........       --           --             --                --          --             --
- ---------------

</TABLE>

(1)  Pursuant to the terms of Mr. Kuruc's severance agreement and the terms
     of the Company's 1996 Stock Option Plan, as amended, Mr. Kuruc's stock
     options expired on September 22, 2002.





                                       9





<PAGE>


                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL-YEAR END OPTION VALUES

         The table shown below sets forth certain information for the President
and Chief Executive Officer of the Company, the other four most highly
compensated executive officers of the Company and Mr. Andrew Kuruc, former Chief
Financial Officer of the Company (i) with respect to option exercises during
fiscal 2002 and (ii) at September 28, 2002, with respect to unexercised options
to purchase shares of the Company's Common Stock under the Company's 1996 Stock
Option Plan.

<TABLE>
<CAPTION>

                            Shares                       Number of Securities Underlying        Value of Unexercised
                          Acquired on        Value                 Unexercised             In-The-Money Options at Fiscal
         Name            Exercise (#)    Realized ($)    Options at Fiscal Year-End (#)           Year-End ($) (1)
         ----            ------------    ------------    ------------------------------           ----------------
                                                         Exercisable     Unexercisable      Exercisable    Unexercisable
                                                         -----------     -------------      -----------    -------------
<S>                          <C>             <C>           <C>              <C>                  <C>          <C>
Michael Weinstein..........   --              --           45,000           114,000              0            $54,450
Vincent Pascal.............   --              --           11,250            33,750              0             16,500
Robert Towers..............   --              --           11,250            33,750              0             16,500
Andrew Kuruc...............   --              --             --                --               --               --
Paul Gordon................   --              --           11,250            35,750              0             17,600
Robert Stewart.............   --              --             --                --               --               --

</TABLE>

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

(1)      Based on the closing sale price of $6.85 per share on the
         NASDAQ/National Market System of the Company's Common Stock on
         September 27, 2002.

Stock Option Plan

         The Company's 1996 Stock Option Plan, as amended, is the only equity
compensation plan currently in effect and it was approved by the shareholders.
The Plan permits the Company to grant options to purchase up to 650,000 shares
of the Company's common stock. These options may be granted as incentive stock
options, designed to meet the requirements of Section 422 of the Internal
Revenue Code, or they may be "non-qualified" options that do not meet the
requirements of that section.

         The purpose of the Plan is to encourage stock ownership by the
Company's employees, directors, officers, independent contractors and advisors
of the Company and its subsidiaries and thereby enhance their proprietary
interest in the Company. The Stock Option Committee determines which of the
eligible directors, officers, employees, consultants and advisors receive stock
options, the terms of the options, including applicable vesting periods, the
number of shares for which options are granted, and the manner in which options
may be exercised. The Stock Option Committee also determines the exercise price
of each option. With respect to incentive stock options, the option price may
not be less than 100% of the fair market value on the date of the grant; with
respect to non-qualified stock options, the exercise price may not be less than
85% of the fair market value on the date of the grant. In making such
determinations, the Stock Option Committee may take into account the nature and
period of service of eligible employees, their level of compensation, their
past, present and potential contributions to the Company and such other factors
as the Stock Option Committee deems relevant. Most of the options granted under
the Plan expire within five years from the date of grant, or earlier.




                                       10





<PAGE>


                                            EQUITY COMPENSATION PLAN INFORMATION

         The following is a summary of the securities authorized for issuance
under the Plan at September 28, 2002:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
Plan Category                              (a) Number of                                 (c) Number of securities
                                           securities to be        (b) Weighted-average  remaining available for future
                                           issued upon exercise    exercise price of     issuance under equity
                                           of outstanding          outstanding           compensation plans (excluding
                                           options, warrants and   options, warrants     securities reflected in column
                                           rights                  and rights            (a))
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                      <C>                           <C>
Equity compensation plans approved by                    392,500                  $7.91                         257,500
shareholders(1)
- --------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved
by shareholders(2)                                          None                    N/A                            None
- --------------------------------------------------------------------------------------------------------------------------
Total                                                    392,500                  $7.91                         257,500
- --------------------------------------------------------------------------------------------------------------------------

</TABLE>

         The average exercise price of outstanding options, at September 28,
2002, was approximately $7.91 per share. Of the 392,500 options outstanding on
September 28, 2002, 296,000 were held by the Company's officers and directors.

(1) The Plan, which was approved by shareholders, is the Company's only equity
compensation plan.

(2) The Company has no equity compensation plan that was not approved by
shareholders.




                                       11





<PAGE>


                 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN


         The graph set forth below compares the yearly percentage change in
cumulative total shareholder return on the Company's Common Stock for the
five-year period commencing September 26, 1997 and ending September 28, 2002
against the cumulative total return on the NASDAQ Market Index and a peer group
comprised of those public companies whose business activities fall within the
same standard industrial classification code as the Company. This graph assumes
a $100 investment in the Company's Common Stock and in each index on September
26, 1997 and that all dividends paid by companies included in each index were
reinvested.




                                [GRAPH OMITTED]



<TABLE>
<CAPTION>

                                     9/26/97      10/2/98      10/1/99     9/30/00      9/29/01      9/28/02
                                     -------      -------      -------     -------      -------      -------
<S>                                   <C>          <C>          <C>         <C>          <C>          <C>
ARK RESTAURANTS CORP.                 100.00       89.77        90.91        83.53       64.94        62.27

SIC CODE INDEX
(SIC CODE 5812 Eating and
Drinking Places)                      100.00      104.04       134.71       103.71      106.64        98.69

NASDAQ MARKET INDEX                   100.00      103.92       168.12       229.98       94.23        75.81

</TABLE>


         The foregoing graph shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates such information by reference.



                                       12





<PAGE>


           JOINT REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK
                  OPTION COMMITTEE ON EXECUTIVE COMPENSATION

         The Compensation Committee, consisting of Messrs. Lewin and Galin,
determines the compensation of the President and sets policies for and reviews
with the President the compensation awarded to the other principal executives.

         The Company's current executive officers consist of the President,
Messrs. Pascal, Towers, Gordon and Stewart. The three elements of their
compensation have been salary, bonus and stock options.

         The President is the founder and Chief Executive Officer of the
Company. He owns over 1,000,000 shares of Company stock (including exercisable
options), approximately 32% of the outstanding shares. The Compensation
Committee believes he is substantially motivated, both by reason of stock
ownership and commitment to the Company, to act on behalf of all shareholders to
optimize overall corporate performance. Accordingly, the Compensation Committee
has not considered it necessary to specifically relate the President's
compensation to corporate performance.

         The President's annual salary was increased from $458,090 in fiscal
2000, to $521,630 in fiscal 2001 and $594,048 in fiscal 2002. The President was
also paid a bonus of $44,435 in fiscal 2000, $33,000 in fiscal 2001 and $0 in
fiscal 2002. In April 1999, he received an option to purchase 60,000 shares of
Common Stock, and in December 2001 he received an option to purchase an
additional 99,000 shares of common stock. The Compensation Committee believes
the compensation paid to the President to be comparable or less than that
generally paid to chief executive officers at comparable companies.

         The Compensation Committee relies extensively on the views of the
President in determining salaries paid to Messrs. Pascal, Towers, Gordon and
Stewart. Their salary levels are believed to be competitive with amounts paid to
executives with comparable qualifications, experience and responsibilities at
companies of comparable size and also reflect assessments of past performance
and expectations concerning future contributions to the Company and its
business.

         It is through the use of stock options that the Company has endeavored
to relate corporate performance and compensation of the executives other than
Mr. Weinstein. The Board believes that significant stock ownership is a major
incentive in building shareholder wealth and aligning the interests of employees
and shareholders. In January 1997, Messrs. Pascal and Towers received options to
purchase 17,500 shares of Common Stock, and Mr. Gordon received options to
purchase 25,000 shares, all of which expired on January 2, 2002. In April 1999,
Messrs. Pascal, Towers and Gordon each received options to purchase 15,000
shares of Common Stock. In December 2001, Messrs. Towers and Pascal each
received options to purchase 30,000 shares of Common Stock, and Mr. Gordon
received options to purchase 32,000 shares.

         Stock options are granted by the Company's Stock Option Committee
consisting of Messrs. Lewin and Galin. They consult with the Compensation
Committee in awarding options to the Company's executives. All options granted
under the Company's 1996 Stock Option Plan were granted at an exercise price
equal to the market price on the date of grant.

         This report is respectfully submitted by the Compensation Committee
and Stock Option Committee of the Board of Directors.

         Jay Galin and Bruce R. Lewin.




                                       13




<PAGE>


Compensation Committee Interlocks and Insider Participation

         No member of the Company's Compensation Committee or Stock Option
Committee is an employee or officer of the Company. No director or other person
had any interlock relationship required to be disclosed in this proxy statement.


         PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

         It is proposed that shareholders ratify the appointment by the Board of
Deloitte & Touche LLP as independent auditors for the Company for the fiscal
year ending September 27, 2003. The Company expects representatives of Deloitte
& Touche LLP to be present at the Meeting and available to respond to
appropriate questions submitted by shareholders. Such representatives will also
be accorded an opportunity at such time to make such statements as they may
desire.

         Approval by the shareholders of the appointment of independent auditors
is not required, but the Board deems it desirable to submit this matter to
shareholders. If holders of a majority of the outstanding shares of Common Stock
present and voting at the meeting do not approve the appointment of Deloitte &
Touche LLP, the selection of independent auditors will be reconsidered by the
Board.

         THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.

Independent Auditors' Fees

Audit Fees

         The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of the Company's annual financial statements and
the reviews of the financial statements included in the Company's Forms 10-Q for
the fiscal year ended September 28, 2002 were $173,500.

Financial Information Systems Design and Implementation Fees

         Deloitte & Touche LLP rendered no professional services to the Company
in connection with the design or implementation of financial information systems
during the fiscal year ended September 28, 2002.

All Other Fees

         During the fiscal year ended September 28, 2002, the aggregate fees
billed by Deloitte & Touche LLP for all other services rendered to the Company,
other than the services described under "Audit Fees" above, were $61,000.

         The Audit Committee has considered whether the independent auditor's
provision of non-audit services is compatible with maintaining the independent
auditor's independence, and the Audit Committee has determined that such
provision of non-audit services is compatible with maintaining the independent
auditors' independence.



                                       14





<PAGE>


                             AUDIT COMMITTEE REPORT


         The Audit Committee of the Board of Directors of the Company is
composed of three directors and operates under a written charter adopted by the
Board of Directors, attached as Appendix A to the 2001 proxy statement. The
Company's management is responsible for its internal accounting controls and the
financial reporting process. The Company's independent accountants, Deloitte &
Touche LLP, are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States and to issue a report thereon. The Audit
Committee's responsibility is to monitor and oversee these processes.

         In keeping with that responsibility, the Audit Committee has reviewed
and discussed the Company's audited consolidated financial statements with
management. In addition, the Audit Committee has discussed with the Company's
independent accountants the matters required to be discussed by Statement on
Auditing Standards No. 61, "Communications with Audit Committees."

         The Audit Committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," and has
discussed with the independent accountants their independence. The Audit
Committee has considered whether the independent accountants' provision of
non-audit services is compatible with maintaining the accountants' independence,
and the Audit Committee has determined that such provision of non-audit services
is compatible with maintaining the independent auditors' independence.

         Based on the Audit Committee's discussions with management and the
independent accountants and the Audit Committee's review of the representations
of management and the report of the independent accountants, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended September 28, 2002 for filing with the Securities and Exchange Commission.

         This report is respectfully submitted by the Audit Committee of the
Board of Directors.

         Bruce R. Lewin, Jay Galin and Donald D. Shack




                                       15





<PAGE>


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission (the "Commission") and the NASDAQ/National Market
System. Officers, directors and greater than ten percent shareholders are
required by the Commission's regulations to furnish the Company with copies of
all Forms 3, 4 and 5 they file.

         Based solely on the Company's review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during fiscal 2002, except that
through inadvertence, a Form 3, Initial Statement of Beneficial Ownership for
Robert Stewart was not timely filed. Upon discovery of the omission, this Form 3
was promptly filed.

                                VOTING PROCEDURES

         Pursuant to Commission rules, a designated blank space is provided on
the proxy card to withhold authority to vote for one or more nominees for
director. Votes withheld in connection with the election of one or more of the
nominees for director will not be counted in determining the votes cast and will
have no effect on the vote. With respect to the tabulation of votes cast on the
selection of independent auditors (Proposal 2), abstentions will not be
considered as present and voting with respect to that specific proposal.

         Under the rules of the National Association of Securities Dealers
(NASD), brokers who hold shares in street name for customers have the authority
to vote on certain items when they have not received instructions from
beneficial owners. Brokers that do not receive instructions are entitled to vote
upon the election of directors, the selection of independent auditors and other
routine matters. With respect to other matters, brokers do not have authority
under NASD rules to vote on their own initiative unless they have received
instructions from beneficial owners. This is commonly referred to as a "broker
non-vote."

                              SHAREHOLDER PROPOSALS

         As of the date of this proxy statement, the Board has not received
notice of, and does not intend to propose, any other matters for shareholder
action. However, if any other matters are properly brought before the meeting,
it is intended that the persons voting the accompanying proxy will vote the
shares represented by the proxy in accordance with their best judgment.

         To be included in the Company's proxy statement and proxy relating to
the Company's 2004 Annual Meeting of Shareholders, shareholder proposals should
be received by the Company on or before October 13, 2003. If we do not receive
notice of a shareholder proposal to be acted upon at our 2004 Annual Meeting of
Shareholders on or before December 28, 2003, our proxy for that meeting may
confer discretionary authority to vote on any such proposal.

                                  ANNUAL REPORT

         The 2002 Annual Report of the Company, including financial statements,
is being mailed together with this Notice of Annual Meeting of Shareholders,
Proxy Statement and Proxy on or about February 10, 2003 to each shareholder of
record.





                                       16




<PAGE>

                                  OTHER MATTERS

         THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2002, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO, TO EACH OF THE COMPANY'S
SHAREHOLDERS OF RECORD ON FEBRUARY 7, 2003 AND EACH BENEFICIAL SHAREHOLDER ON
THAT DATE, UPON RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO THE COMPANY'S
OFFICES, 85 FIFTH AVENUE, NEW YORK, NEW YORK 10003, ATTENTION: ROBERT TOWERS,
TREASURER. REQUESTS FROM BENEFICIAL SHAREHOLDERS MUST SET FORTH A GOOD FAITH
REPRESENTATION AS TO SUCH OWNERSHIP ON THAT DATE.

         IT IS IMPORTANT THAT THE ACCOMPANYING PROXY BE RETURNED PROMPTLY.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE
EARNESTLY REQUESTED TO DATE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE
TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.


                       MANNER AND EXPENSES OF SOLICITATION

         The solicitation of proxies in the accompanying form is made by the
Board and all costs thereof will be borne by the Company. In addition to the
solicitation of proxies by the use of the mails, some of the officers, directors
and other employees of the Company may also solicit proxies personally or by
mail, telephone, or telegraph but they will not receive additional compensation
for such services. The Company may also retain the services of a professional
proxy solicitation firm to assist in the solicitation of proxies. Brokerage
firms, custodians, banks, trustees, nominees or other fiduciaries holding shares
of the Common Stock in their names will be requested by the Company to forward
proxy material to their principals and will be reimbursed for their reasonable
out-of-pocket expenses incurred in respect thereto.


                                 ARK RESTAURANTS CORP.

                                 By Order of the Board of Directors,

                                 Vincent Pascal
                                 Secretary and Senior Vice President

New York, New York
February 10, 2003





                                       17





<PAGE>


                                   Appendix 1

                              ARK RESTAURANTS CORP.

                    Proxy Solicited by the Board of Directors
                     for the Annual Meeting of Shareholders

                                 March 13, 2003

         THE UNDERSIGNED, revoking all previous proxies, hereby appoints MICHAEL
WEINSTEIN, ROBERT TOWERS and VINCENT PASCAL, or any of them as attorneys, agents
and proxies with power of substitution, and with all powers the undersigned
would possess if personally present, to vote all shares of Common Stock of ARK
RESTAURANTS CORP. (the "Company") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Company to be held on Thursday, March
13, 2003 at 10:00 A.M. local time at Bryant Park Grill, 25 West 40th Street, New
York, New York, and at all adjournments thereof.


[ ] ------------------         ------------
    ACCOUNT NUMBER....         COMMON

(1) Election of a board of seven directors

<TABLE>
<CAPTION>

                                                      WITHHOLD
         NOMINEE                     VOTE FOR         AUTHORITY TO VOTE FOR
         -------                     --------         ---------------------
        <S>                          <C>              <C>
         Ernest Bogen                [ ]              [ ]
         Michael Weinstein           [ ]              [ ]
         Vincent Pascal              [ ]              [ ]
         Robert Towers               [ ]              [ ]
         Jay Galin                   [ ]              [ ]
         Paul Gordon                 [ ]              [ ]
         Bruce R. Lewin              [ ]              [ ]

</TABLE>

                                                              (See reverse side)



                                       18





<PAGE>


(2) Ratification of the appointment of Deloitte & Touche LLP as independent
    auditors for the 2003 fiscal year.

         FOR [ ]          AGAINST [ ]                ABSTAIN [ ]

(3) In their discretion, the Proxies are authorized to vote upon such other
    business as may properly come before the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN. IF NO SUCH INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN FAVOR OF ELECTION OF THE NOMINEES FOR DIRECTORS
DESIGNATED BY THE BOARD OF DIRECTORS AND FOR ITEM 2.



                                       Dated:  ___________, 2003

                                       _________________________________________
                                                (Signature)


                                       _________________________________________
                                                (Signature)

                                       NOTE: Please sign exactly as your name or
                                       names appear hereon. Joint owners should
                                       each sign personally. When signing as
                                       executor, administrator, corporation,
                                       officer, attorney, agent, trustee or
                                       guardian, etc., please add your full
                                       title to your signature.


NOTE: PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENVELOPE ENCLOSED
FOR THIS PURPOSE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.



                                       19





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
