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:

     D. Marion Wood, 16970 Dallas Parkway, Suite 500,
     Dallas, Texas 75248
     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:              602,846   (10.0%)

     (8)   Shared Voting Power:            none

     (9)   Sole Dispositive Power:         602,846   (10.0%)

     (10)  Shared Dispositive Power:       none

                                                            

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

           602,846 -       Individually

           none -          Shared Voting/Ownership

Total:     602,846 -       (10.0%)

                                                            

(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:  

     10.0%

                                                            

(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 D. Marion Wood.  D. Marion
Wood is a Director of the Company, and he is the Chief
Financial Officer.

     D. Marion Wood's business address is 16970 Dallas
Parkway, Suite 500, Dallas, Texas 75248.  D. Marion Wood is
a C.P.A. and is a member in the accounting firm of Wood,
Hearn, McClanahan & Delisle, P.L.L.C.  During the last five
years, D. Marion Wood has not been convicted in any criminal
proceeding, excluding traffic violations or similar
misdemeanors.  D. Marion Wood 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.  D. Marion Wood is a citizen of the United
States.

     D. Marion Wood 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.  D.
Marion Wood was one of those individuals.  David L. Osborn
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. 
D. Marion Wood received 505,000 shares from Mr. Osborn; he
previously held 97,846 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 D. Marion Wood, which are beneficially
owned by him as of August 28, 1995.  D. Marion Wood
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 D. Marion Wood is the
beneficial owner of any shares with respect to which
beneficial ownership is disclaimed.

     D. Marion Wood Share Ownership

           Individually:             602,846    10.0%


                            Footnotes

     (1)   D. Marion Wood'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)   D. Marion Wood does not have any contract,
arrangement, understanding or relationship with any person
with respect to any of the securities of the Company.

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 D. Marion Wood        
                                D. MARION WOOD



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