UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

               Date of Report: (Date of Earliest Event Reported):
                                 January 6, 1999

                            THE QUIZNO'S CORPORATION
             (Exact name of registrant as specified in its charter)

     Colorado            000-23174         84-1169286
  (State or other    (Commission File    (IRS Employer
   jurisdiction           Number)      Identification No.)
  of incorporation)                                           

  1099 18th Street, Suite 2850, Denver, Colorado, 80202 (Address of principal
                         executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 291-0999

                                      None
          (Former name or former address, if changes since last report)

Item 5. Other Events. On January 6, 1999, The Quizno's Corporation  ("Quizno's")
paid off the remaining  principal  amount,  approximately  $1.3 million,  of its
convertible  subordinated  loan from Retail & Restaurant  Growth  Capital,  L.P.
("RRGC") of Dallas, Texas. In addition,  Quizno's paid $500,000 to redeem all of
its outstanding Class B Preferred Stock, which was owned by RRGC. As required by
the loan agreement, Quizno's issued to RRGC a warrant to purchase 372,847 shares
of Quizno's  common stock at an exercise  price of $3.10  (adjustable in certain
circumstances) expiring on December 31, 2004. The RRGC debt had been convertible
on similar  terms.  Such  payments  were  financed  by a loan from a  commercial
source.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


THE QUIZNO'S CORPORATION



Date: January 8, 1999            By:/s/ John L. Gallivan
                                 John L. Gallivan, Chief Financial Officer