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): January 29,
1999 (approximately December 1, 1998)
    
    
    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:
    (972) 931-9237
    
    
    
    
    Item 5.  Other Events.
    
    Hudson's Grill of America, Inc. (the "Company"), a California
corporation based in Dallas, Texas, announced that on January 11,
1999, Hudson's Grill of Richardson, Inc., ("HGR") a Texas
corporation and subsidiary of Hudson's Grill International, Inc.,
("HGI") which in turn is a subsidiary of the Company, opened the
first Hudson's Grill restaurant in the City of Dallas, Texas. 
Initially, the restaurant was open only for dinner, but beginning
January 23, 1999, it is now open for lunch, too.  The free-
standing restaurant is located in far north Dallas, across the
border from the suburb of Richardson, Texas, and is in a center
that includes a large multiplex cinema and several other
restaurants.

    In December 1998 and January 1999, HGR borrowed approximately
$300,000 from Clifford Osborn and from David Osborn in order to
complete the construction of the restaurant.  The restaurant's
construction was financed by the landlord, the Osborn's, and to
some extent by HGI.

    The Company also announced that HGI's Carrollton, Texas,
franchisee had decided to shut down the Hudson's Grill in
Carrollton.  The location was on a month to month lease, and in
the fall the owner of the franchisee had decided to return to
California.  Another franchisee, Burgers of Lancaster, Inc., a
Lancaster, California, franchisee, closed in mid-January. The
owners of the Lancaster franchisee had been in bankruptcy.

    The Company's prospective Reno, Nevada, franchisee has elected
to terminate its franchise agreement prior to initiating site
selection or construction.  The Company has agreed to return a
portion of the franchise fee paid by the prospective franchisee in
1997.


    
    Item 7.  Exhibits.
    
         1. Press Release dated January 29, 1999, regarding the 
opening of the Hudson's Grill in Richardson, Texas, and the
termination of several franchisees.

    
    
    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: January 29, 1999
    
                               HUDSON'S GRILL OF AMERICA, INC.     
                               Registrant
    
    
                                                                   
                               s/s David L. Osborn
                               David L. Osborn
    
    f\sec\990129.O01
    

EX-99

EXHIBIT A

Hudson's Grill of America, Inc.              For Immediate Release 
16970 Dallas Parkway                       Contact: Mitzy Ferguson 
Suite # 402                                Telephone: 972-931-9237 
Dallas, Texas 75248-1928            e-mail: mitzy@hudsonsgrill.com 


               Hudson's Grill Announces The Opening
                 of Its Dallas, Texas, Restaurant

Dallas, Texas, Gets its First Hudson's Grill Restaurant

Friday, January 29, 1999

Dallas, TX -- Hudson's Grill of America, Inc., based in Dallas,
Texas, announced today that the first Hudson's Grill restaurant
located in the City of Dallas opened for dinner on January 11,
1999, in far North Dallas, across from the suburb of Richardson,
Texas.  Beginning January 23, 1999, the restuarant is also now
open for lunch.  The free standing building is opposite a large
multi-screen theater complex in an area that already contains
several other restaurants.  The site is just across the expressway
from a large Texas Instruments plant.  Far North Dallas and the
suburb of Richardson are two of the largest, most upscale and
affluent areas in the Dallas Fort Worth metroplex.  The Hudson's
Grill restaurant is based on the Company's new design for stand
alone units. The restaurant is owned by a subsidiary of Hudson's
Grill International, Inc., a subsidiary of Hudson's Grill of
America, Inc. In its first week of operation, the unit has already
become a popular place to eat, especially for movie-goers.

     "We are extremely pleased to open the first Hudson's Grill in
the City of Dallas," said David Osborn, President of Hudson's
Grill of America, Inc., "and we look forward to strong growth as
more and more people in the Dallas-Richardson area learn of the
Hudson's Grill.  We believe this unit will be one of the strongest
in our system because of the new design and its excellent
location."

     The new restaurant is based upon the Company's new 4567
square foot, freestanding, prototype design that uses its "BURGERS
* SHAKES * ROCK  n' ROLL" Americana "late 50's and early 60's"
theme.  Currently, one other restaurant that incorporates the
Company's new design is under construction in Marquette, Michigan.

     The Company also announced that three franchise agreements
had been terminated.  Two locations closed, in Carrollton, Texas,
and in Lancaster, California, and one location, in Reno, Nevada,
never got under way.   
                                 
    Hudson's Grills of America is celebrating its 14th year of
operation, and the company is publicly traded over the counter
under the NASDAQ symbol HDSG.