UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Ark Restaurants Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

040712101

(CUSIP Number)

Michael S. Emanuel, Esq.

c/o Loeb Partners Corporation

61 Broadway, New York, N.Y. 10006 (212) 483-7047

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 19, 2007

(Date of Event which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240,13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

040712101

1. Name of Reporting Person

Loeb Partners Corporation

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

2,117

8. Shared Voting Power

66,981

9. Sole Dispositive Power

2,117

10. Shared Dispositive Power

66,981

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

69,098

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

1.93%

14. Type of Reporting Person

BD, IA, CO

CUSIP No.

040712101

1. Name of Reporting Person

Loeb Arbitrage Fund

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

New York

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

50,017

8. Shared Voting Power

-0-

9. Sole Dispositive Power

50,017

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

50,017

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

1.39%

14. Type of Reporting Person

BD, PN

CUSIP No.

040712101

1. Name of Reporting Person

Loeb Offshore Fund Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

11,843

8. Shared Voting Power

-0-

9. Sole Dispositive Power

11,843

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

11,843

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.33%

14. Type of Reporting Person

CO

CUSIP No.

040712101

1. Name of Reporting Person

Loeb Arbitrage B Fund LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

18,856

8. Shared Voting Power

-0-

9. Sole Dispositive Power

18,856

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

18,856

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.53%

14. Type of Reporting Person

PN

CUSIP No.

040712101

1. Name of Reporting Person

Loeb Offshore B Fund Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

7,089

8. Shared Voting Power

-0-

9. Sole Dispositive Power

7,089

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

7,089

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.20%

14. Type of Reporting Person

CO

CUSIP No.

040712101

1. Name of Reporting Person

Loeb Marathon Fund LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

40,729

8. Shared Voting Power

-0-

9. Sole Dispositive Power

40,729

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

40,729

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

1.14%

14. Type of Reporting Person

CO

CUSIP No.

040712101

1. Name of Reporting Person

Loeb Marathon Offshore Fund, Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group

(a) x

(b) o

3. SEC Use Only

4. Source of Funds

WC, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6. Citizenship or Place of Organization

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power

27,335

8. Shared Voting Power

-0-

9. Sole Dispositive Power

27,335

10. Shared Dispositive Power

-0-

11. Aggregate Amount of Beneficially Owned by Each Reporting Person

27,335

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

o

13. Percent of Class Represented by Amount in Row (11)

0.76%

14. Type of Reporting Person

CO

Item 1.

Security and Issuer

The title and class of equity security to which this Statement relates is the Common Stock (the “Common Stock”), of Ark Restaurants Corp. The address of the Issuer’s principal executive offices is 85 Fifth Avenue, New York, New York 10003.

Item 2.

Identity and Background

Loeb Arbitrage Fund (“LAF”), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., (“LAM”), a Delaware corporation, with the same address. Loeb Arbitrage B Fund LP (“LAFB”) is a Delaware limited partnership. Its general partner is Loeb Arbitrage B Management, LLC. The President of these general partners is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation (“LPC”), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation (“LHC”), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., (“LOF”) and Loeb Offshore B Fund Ltd. (“LOFB”) are each a Cayman Islands exempted company. Loeb Offshore Management, LLC (“LOM”) is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF and LOFB. Gideon J. King and Thomas L. Kempner are Directors of LOF and LOFB and Managers of LOM. Loeb Marathon Fund (“LMF”) is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. (“LMOF”) is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3.

Source and Amount of Funds or Other Compensation

Shares of Common Stock were acquired by LAF, LPC**, LOF, LMF, LMOF, LAFB and LOFB in margin accounts maintained with Bear Stearns Securities Corp.

Item 4.

Purpose of Transaction

LAF, LPC**, LOF, LMF, LMOF, LAFB and LOFB (“Loeb”) have acquired shares of Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise).

Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Common Stock and other securities of the Issuer, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer

(a)

The persons reporting hereby owned the following shares of Common Stock as of December 20, 2007.

Shares of Common Stock

Loeb Arbitrage Fund

50,017

Loeb Partners Corporation**

69,098

Loeb Offshore Fund Ltd.

11,843

Loeb Marathon Fund LP

40,729

Loeb Marathon Offshore Fund, Ltd.

27,335

Loeb Arbitrage B Fund LP

18,856

Loeb Offshore B Fund Ltd.

7,089

Total

224,967

(b)

See paragraph (a) above.

(c)

The following purchases and sales (-) of Common Stock have been made in the last 60 days:

Purchases and Sales (-) of Common Stock

Date

Shares

Average Price

Loeb Partners Corp.

10/23/2007

2,036

36.26

10/09/2007

478

36.3019

11/29/2007

289

36.7388

12/11/2007

4,667

36.51

12/11/2007

512

36.03

12/18/2007

1,802

36.0124

12/19/2007

52,500

36.0981

12/20/2007

2,000

35.3913

Date

Shares

Average Price

Loeb Arbitrage B Fund LP

11/06/2007

656

36.0415

11/09/2007

622

36.3019

12/11/2007

2,426

36.51

12/11/2007

265

36.03

Date

Shares

Average Price

Loeb Offshore B Fund Ltd.

11/06/2007

194

36.0415

11/09/2007

186

36.3019

12/11/2007

223

36.03

12/11/2007

2,039

36.51

Date

Shares

Average Price

Loeb Marathon Fund

10/29/2007

-648

35.5994

10/31/2007

-180

36.9494

Date

Shares

Average Price

Loeb Marathon Offshore Fund

10/29/2007

-434

35.5994

10/31/2007

-120

36.9494

(d)

Not Applicable.

(e)

Not Applicable.

Item 6.

Contracts, Arrangement, Understandings or Relationships with Respect to the Issuer.

None.

Item 7.

Materials to be Filed as Exhibits.

None.

LOEB PARTNERS CORPORATION

Date: December 21, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Senior Vice President

LOEB ARBITRAGE FUND

By: LOEB ARBITRAGE MANAGEMENT, INC., G.P.

Date: December 21, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB OFFSHORE FUND LTD.

Date: December 21, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB ARBITRAGE B FUND LP

By: LOEB ARBITRAGE B MANAGEMENT, LLC, G.P.

Date: December 21, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB OFFSHORE B FUND LTD.

Date: December 21, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB MARATHON FUND LP

By: LOEB ARBITRAGE MANAGEMENT, INC., G.P.

Date: December 21, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President

LOEB MARATHON OFFSHORE FUND, LTD.

Date: December 21, 2007

By:

/s/ Michael S. Emanuel

Michael S. Emanuel

Vice President