SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                          SCHEDULE 13D

          Under the Securities and Exchange Act of 1934

                          (Amendment 1)

                 HUDSON'S GRILL OF AMERICA, INC.
                        (Name of Issuer)


                          COMMON STOCK
                 (Title of Class of Securities)


                           444223-10-1
                           (CUSIP No.)


     Robert W. Fischer, Esq., 5956 Sherry Lane, Suite 1204,
                         Dallas, TX 75225
                   Telephone:  (214) 361-7301
    (Name, Address and Telephone Number of Person Authorized
             to Receive Notices and Communications)


                         August 28, 1995
     (Date of Event Which Requires Filing of this Statement)
                      CUSIP No. 444223-10-1
                                                            

(1)  Names of Reporting Persons. S.S. or I.R.S.
Identification Nos. of Above Persons:

     Anthony B. Duncan, 10732 Alta Loma, El Paso, Texas
     79935
     Social Security No. ###-##-####

                                                            

(2)  Check the Appropriate Row if a Member of a Group (See
Instructions)

     (a)   Not Applicable

     (b)   Not applicable.

                                                            

(3)  SEC Use Only                                           

                                                            

(4)  Source of Funds (See Instructions):  Not Applicable

                                                            

(5)  Check if Disclosure of Legal Proceedings is Required
     Pursuant to Item 2(d) or 2(e):        Not applicable.

                                                            

(6)  Citizenship of Place of Organization:  USA

                                                            
Number of Beneficially Owned Shares by Each Reporting Person
With:

     (7)   Sole Voting Power:              616,750   (10.2%)

     (8)   Shared Voting Power:            427,561   (7.1%)

     (9)   Sole Dispositive Power:         616,750   (10.2%)

     (10)  Shared Dispositive Power:       427,561   (7.1%)

                                                            

(11) Aggregate Amount Beneficially Owned by Each Reporting
Person:

           616,750 -       Individually

           427,561 -       Shared Voting/Ownership (Southpoint
                           Management Corporation and DAC
                           Partnership)

Total:     1,044,311 -     (17.2%)

                                                            

(12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions):     Not applicable.

                                                            

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

     17.2%

                                                            

(14) Type of Reporting Person (See Instructions):  IN

                                                            
ITEM 1 - SECURITY AND ISSUER

     This statement relates to the Common Stock, no par
value per share (the "Common Stock") of Hudson's Grill of
America, Inc., a California corporation (the "Company"). 
The principal executive offices of the Company are located
at 16970 Dallas Parkway, Suite 402, Dallas, Texas 75248.


ITEM 2 - IDENTITY AND BACKGROUND

     This statement is filed by Anthony B. Duncan, who is a
partner with David L. Osborn in numerous businesses. 
Although Mr. Duncan is not now a director or officer of the
Company, David L. Osborn is presently a Director of the
Company, and since August 27, 1993, David L. Osborn has been
the President, Chief Executive Officer and Chairman of the
Board of the Company.  Anthony B. Duncan's address is 10732
Alta Loma, Texas 79935.

     Anthony B. Duncan's principal occupation is Vice-
President and minority stockholder of Southpoint Management
Corporation, a Texas corporation.  He is also affiliated
with DAC Associates and Famous Bars, Grills and Cafes of
America, Inc.  These companies, in turn, are affiliated with
owning and operating the Hudson's Grill restaurants in
Texas, which are franchises granted by the Company.  During
the last five years, Anthony B. Duncan has not been
convicted in any criminal proceeding, excluding traffic
violations or similar misdemeanors.  Anthony B. Duncan has
not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, which has had as a result of such proceeding,
a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating, activities
subject to the Federal or State securities laws, or finding
any violation with respect to such laws.  Anthony B. Duncan
is a citizen of the United States.

     Anthony B. Duncan previously filed, along with certain
other parties, a Schedule 13D dated May 4, 1990.  The
Schedule 13D dated May 4, 1990, related to a Voting Trust
involving David L. Osborn, as Trustee, and others, which
Voting Trust, after a stock split, held 913,235 shares of
the Common Stock of the Company.  This Voting Trust
terminated on May 4, 1994, and the shares of the Company's
stock that were held in the trust were transferred to the
trust beneficiaries on May 18, 1994.

     This Schedule 13D is being filed because David L.
Osborn has assigned shares to certain individuals as orally
promised when he acquired a block of shares from Mr. Roy
Millender for $1.00.  Mr. Osborn agreed to manage the
Company (and accept the Millender shares) only if these
individuals agreed to help him operate the Company.  Anthony
B. Duncan was one of those individuals.  He has just
assigned the shares to these individuals because the
Millender shares were previously pledged to Mr. Travis
Bryant, who has just recently released them from the pledge. 
Anthony Duncan received 592,000 shares from Mr. Osborn; he
previously held 24,750 shares individually.


ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     Not Applicable.


ITEM 4 - PURPOSE OF THE TRANSACTION

     See Item 1 above.

ITEM 5 - INTEREST IN THE SECURITIES OF THE ISSUER

     The following table reflects the number of shares of
Common Stock owned by Anthony B. Duncan, which are
beneficially owned by him as of August 28, 1995.  Anthony B.
Duncan disclaims beneficial ownership of any shares of
Common Stock which are not owned directly by him as
reflected in the following table.  The filing of this
statement will not be construed as an admission that Anthony
B. Duncan is the beneficial owner of any shares with respect
to which beneficial ownership is disclaimed.

     Anthony B. Duncan Share Ownership

           Individually:             616,750    10.2%

           Southpoint Management
                Corporation:         383,561    6.3%

           DAC Partnership:          44,000     0.7%


                            Footnotes

     (1)   Anthony B. Duncan's spouse may have a community
property interest in the shares owned by him, and may have
certain rights with respect to such shares.

     (2)   The percentages are based upon 6,056,986 shares of
Common Stock issued and outstanding as reported on the
Company's Annual Report on Form 10-KSB for the year ended
January 1, 1995.

     (3)   Anthony B. Duncan is a General Partner of a
partnership known as "DAC" and may be deemed to share the
power to vote and dispose of the 44,000 shares owned by DAC.

     (4)   Anthony B. Duncan and others are directors,
officers and shareholders of Southpoint Management
Corporation and may be deemed to share the power to vote and
dispose of the 383,561 shares owned by Southpoint Management
Corporation; Anthony B. Duncan has an option to acquire up
to 30% of these shares owned by Southpoint Management
Corporation.

     (5)   Anthony B. Duncan does not have any contract,
arrangement, understanding or relationship with any person
with respect to any of the securities of the Company, except
as reported in this schedule.

ITEM 7 - MATERIALS TO BE FILED AS EXHIBITS

     None

                           SIGNATURES

     After reasonable inquiry, and to the best of my
knowledge, I certify that the information set forth in this
statement is true, complete and correct.

Date:  September 13, 1995


                                s/s Anthony B. Duncan          

                                ANTHONY B. DUNCAN



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