UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 3

             INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

         Filed pursuant to Section 16(a) of the Securities Exchange Act
   of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or
              Section 30(f) of the Investment Company Act of 1940

(Print or Type Responses)

1.   Name and Address of Reporting Person:

                    Goodwin,  James S.
                    c/o Atticus Capital L.L.C.
                    590 Madison Avenue, 32nd Floor
                    New York, NY 10022

2.   Date of Event Requiring Statement (Month/Day/Year)

                  3/10/1999

3.   I.R.S. Identification Number of Reporting Person, if an entity (voluntary):



4.   Issuer Name and Ticker or Trading Symbol:

                  Unique Casual Restaurants, Inc. (UNIQ)

5.   Relationship of Reporting Persons(s) to Issuer:

                   X   Director
                       Officer (give title below)
                       10% Owner
                       Other (specify below)

6.   If Amendment, Date of Original (Month/Day/Year)



7.   Individual or Joint/Group Filing (Check Applicable Line)

                   X  Form filed by One Reporting Person
                      Form filed by More than One Reporting Person


             Table I - Non-Derivative Securities Beneficially Owned

1.   Title of Security

                  Common  Stock, par value $.01 per share

2.   Amount of Securities Beneficially Owned

                  -0-

3.   Ownership Form:  Direct (D) or Indirect (I)

                  

4.   Nature of Indirect Beneficial Ownership




                 

     Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
                   warrants, options, convertible securities)

1.   Title of Derivative Security


2.   Date Exercisable and Expiration Date (Month/Day/Year)

         Date Exercisable


         Expiration Date


3.   Title and Amount of Securities Underlying Derivative Security

         Title


         Amount or Number of Shares


4.   Conversion or Exercise Price of Derivative Security


5.   Ownership Form of Derivative Security:  Direct (D) or Indirect (I)


6.   Nature of Indirect Beneficial Ownership


Explanation of Responses:



                                             


                                                 /s/ James S. Goodwin
                                                --------------------------
                                                Signature of Reporting Person
                                                     

                                                      March 18, 1999
                                                --------------------------
                                                           Date