8-K

               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):  May 29,
1996 (May 28, 1996)


                 HUDSON'S GRILL OF AMERICA, INC.
     (Exact name of Registrant as specified in its Charter)


                           California
         (State or other jurisdiction of incorporation)


                             0-13642
                   (Commission or File Number)


                           95-3477313
              (IRS Employer Identification Number)


      16970 Dallas Parkway, Suite 402, Dallas, Texas 75248
            (Address of Principal Executive Offices)


Registrant's telephone number, including area code:
(214) 931-9743




Item 5.  Other Events.

     Hudson's Grill of America, Inc. (the "Company"), a
California corporation based in Dallas, Texas, announced that
on May 28, 1996, it executed a letter of intent with Jackie's
International, Inc. ("JII"), a corporation associated with Dr.
S.L. Sethi of Jackson, Mississippi.  The letter of intent
envisions a franchise development agreement and an area
representation agreement granting rights to build and to offer
rights to develop Hudson's Grill restaurant franchises in an
area that includes Alabama, Arkansas, Georgia, Louisiana,
Mississippi, and Tennessee.

     According to the letter of intent JII is scheduled to
build or convert 40 locations into Hudson's Grill restaurants
by April 30, 2003.  Two restaurants are to be opened by April
30, 1997, and four more are to be opened by April 30, 1998. 
Provided that the final agreements are acceptable to the
parties, the Company has offered to grant options to purchase
the Company's stock to Dr. Sethi at rate of one option to
purchase 25,000 shares for each of the forty franchises opened
in the development area pursuant to the development agreement. 
The exercise price is the current market price of the
Company's stock.  In addition, David L. Osborn and D. Marion
Wood, who are major shareholders and are officers and
directors of the Company, agreed to vote for Dr. Sethi as a
director of the Company once certain conditions are met.

     Dr. Sethi has been involved in the restaurant, real
estate and construction industries, both as a franchisee and
as a franchisor, throughout the Southeastern United States for
more than twenty-eight years and is based in Jackson,
Mississippi.  He owns or is affiliated with over seventy-five
restaurants and is associated with companies that operate
Pizza Inns, Western Sizzlin restaurants, Holiday Inns, Comfort
Inns, and is the franchisor of the Bumpers Drive In chain.

     The Company also announced that a new board of directors
was elected at its annual shareholders meeting that was held
on May 28, 1996.  The new directors are David L. Osborn, D.
Marion Wood, and Thomas A. Sacco.  The shareholders also voted
to retain Hein + Associates as their auditors and approved an
increase in the number of authorized shares of common stock to
100,000,000.

     At the directors meeting held after the shareholders
meeting, the directors voted to retain the Company's current
officers.



Item 7.  Exhibits.

     1.     Press Release dated May 28, 1996, regarding the
execution of a letter of intent with Dr. Sethi.



                           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.

Date:  May 29, 1996


                           HUDSON'S GRILL OF AMERICA, INC.
                           Registrant



                           s/s David L. Osborn
                           David L. Osborn

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EX-99

Hudson's Grill of America, Inc.
16970 Dallas Parkway
Suite # 402
Dallas, Texas 75248-1928

Contact: Thomas A. Sacco
214-931-9237

For Immediate Release

Hudson's Grill Inks 40 Unit, Six Year Restaurant Deal for
Southeastern U.S.

Jackie's International expects to have 4 restaurants open by
year end 1996


Tuesday, May 28, 1996

Dallas, TX.   Another major expansion plan was announced today
by Hudson's Grill of America, Inc., "the late 50's and early
60's", Rock 'N' Roll, casual style, restaurant concept, at
their annual shareholders meeting.

Thomas A. Sacco, senior vice president of the Dallas based
restaurant organization, made the announcement that Jackie's
International, Inc., of Jackson, Mississippi, headed up by Dr
S.L. Sethi, has signed a 40 restaurant, six state development
agreement to open and operate Hudson's Grill restaurants in
Arkansas, Alabama, Georgia, Louisiana, Mississippi, and
Tennessee.  Sethi, a seasoned and extremely successful
restaurant veteran, expects to have a minimum of four Hudson's
Grill restaurants open in Alabama, Mississippi, and Tennessee
before the end of 1996.

Jackie's International, a closely held private company, owns
and operates 80 restaurants and 12 hotels across the
southeastern U.S In addition, Sethi owns a major construction
firm based in Mississippi.  Jackie's International is
currently a Pizza Inn, Western Sizzlin, Holiday Inn, and
Comfort Inn franchisee, and owns and operates two independent
restaurant chains, Bumpers and Pancho's Mexican restaurants.

David L. Osborn, president of Hudson's Grill of America, Inc.,
enthusiastically stated to the shareholders at the annual
meeting that, "With the recent successful opening of Hudson's
Grill in the northeast, and now having a proven winner like
Dr. Sethi leading the Hudson's Grill expansion across the
southeast, 1996 is well on the way to being the brightest year
in our young company's history."

Hudson's Grill, recently recognized by "Nation's Restaurant
News", the leading restaurant trade publication, as setting a
sizzling growth pace in the southwest, will soon become a
recognizable name in the casual dining segment across the
southeast as well.

Hudson's Grill of America, Inc, celebrating it's 10th year of
operation, is publicly traded on NASDAQ using the symbol HDSG.


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