NT 10-K

                      UNITED STATES
           SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                        FORM 12b-25
                NOTIFICATION OF LATE FILING

(Check One): X Form 10-KSB  Form 20-F  Form 11-K  Form 10-QSB
               Form N-SAR

     For Period Ended:  January 3, 1999
     [  ] Transition Report on Form 10-K
     [  ] Transition Report on Form 20-F
     [  ] Transition Report on Form 11-K
     [  ] Transition Report on Form 10-Q
     [  ] Transition Report on Form N-SAR
     For the Transition Period Ended:


     Read Instruction (on back page) Before Preparing
Form.  Please Print or Type.

     Nothing in this form shall be construed to imply that
the Commission has verified any information contained
herein.

     If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the
notification relates:


PART I -- REGISTRANT INFORMATION

Hudson's Grill of America, Inc.
Full Name of Registrant


Former Name if Applicable

16970 Dallas Parkway, Suite 402
Address of Principal Executive Office (Street and Number)

Dallas, Texas  75248
(City, State and Zip Code)

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed.  Check if appropriate: XX

(a)  The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;

(b)  The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K; or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date;
and

(c)  The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.


PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms
10-KSB, 20-F, 11-K, 10-QSB, N-SAR, or the transition
report or portion thereof, could not be filed within the
prescribed time period.

     See attached exhibit; the Registrant will not be
     getting its audited financial statements from its
     independent auditor in time for the Registrant to
     integrate them into its Form 10-KSB and to file the Form
     10-KSB timely.

(Attach Extra Sheets if Needed)


PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in
regard to this notification

Robert W. Fischer, Counsel to Registrant; 214-361-7301
(Name)                   (Area Code)(Telephone Number)

(2)  Have all other periodic reports required under
Section 13 or 15(d) of the Securities and Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940
during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s)
been filed?  If answer is no, identify report(s).

Yes

(3)  Is it anticipated that any significant change in
results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof?

No

If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.



                    Hudson's Grill of America, Inc.
             (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.

Date: March 29, 1999                     By:


                                         signed
                                         David L. Osborn
                                         President

INSTRUCTION:  The form may be signed by an executive
officer of the registrant or by any other duly authorized
representative.  The name and title of the person signing
the form shall be typed or printed beneath the signature. 
If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive
officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the
form.

                                   ATTENTION

Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR
240.12b-25) of the General Rules and Regulations under the
Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this
form and amendments thereto must be completed and filed 
with the Securities and Exchange Commission, Washington,
D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act.  The information
contained in or filed with the form will be made a matter
of public record in the Commission files.

3.   A manually signed copy of the form and amendments
thereto shall be filed with each national securities
exchange on which any class of securities of the
registrant is registered.

4.   Amendments to the notifications must also be filed on
form 12b-25 but need not restate information that has been
correctly furnished.  The form shall be clearly identified
as an amended notification.

5.   Electronic Filers.  This form shall not be used by
electronic filers unable to timely file a report solely
due to electronic difficulties.  Filers unable to submit
a report within the time period prescribed due to
difficulties in electronic filing should comply with
either Rule 201 or Rule 202 of Regulation S-T (section
232.201 or section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (section 232.13(b) of this chapter).

EX-99

EXHIBIT TO FORM 12B-25


HEIN + ASSOCIATES LLP
Certified Public Accountants and Consultants
with offices in Denver, Houston and Los Angeles
Telephone (972) 458-2296  Fax (972) 788-4943
12770 Coit Road, Suite 1150
Dallas, Texas  75251

March 29, 1999



Mr. David Osborn
Hudson's Grill of America, Inc.
16970 Dallas Parkway, Suite 402
Dallas, Texas  75258-1928


Dear Mr. Osborn:

We will be unable to complete the audit of Hudson's Grill of America, Inc. by
the April 3, 1999 filing deadline for the 10-KSB.

Sincerely,

signed

Hein + Associates, LLP


cc:  Bob Fischer