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                                                                  EXHIBIT 10(ee)

                             SECOND AMENDMENT TO
                          REVOLVING CREDIT AGREEMENT


This Second Amendment to the Revolving Credit Agreement, dated as of August 25,
1995 is made by and between The Provident Bank (the "Bank"), an Ohio banking
corporation, doing business at One East Fourth Street, Cincinnati, Ohio 45202,
and Max & Erma's Restaurants, Inc. (the "Borrower"), a Delaware corporation,
doing business at 4849 Evanswood Drive, Columbus, Ohio, 43229.


                             W I T N E S S E T H

WHEREAS, the parties hereto have previously entered into that certain Revolving
Credit Agreement dated as of October 25, 1993, as first amended on January 17,
1994, (hereinafter the "RCA"), whereby the Bank made certain loans to Borrower;

WHEREAS, the parties wish to further amend the RCA to provide for changes in
covenants and certain other provisions;

NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties hereto agree as follows:

1. The date in the last line of Section 1.1 (a) shall be amended to read
   "January 1, 2003".

2. The second sentence of Section 1.1 (b) shall be deleted and the following
   inserted in its place: 
   The initial Baseline Commitment of the Bank is $15,000,000 which Baseline 
Commitment shall decreased by $750,000 every three months, with the first 
decrease to occur on January 1, 1998.

3. A new Section 1.4 shall be inserted to read as follows: 
   1.4 AMENDMENT FEE. The Company agrees to pay to the Bank a $7,500.00 fee in
consideration of entering into the amendments set forth herein.

4. Section 1.4 (b) shall be deleted in its entirety and a new Section 1.4 (b)
   inserted in its place: 
   (b) INTEREST.  Each Loan shall bear interest on the unpaid principal 
balance of all Loans made by the Bank for each day from the day such Loan is 
made until it becomes due, at a fluctuating rate per annum which rate will be 
immediately adjusted upon the execution of this Amendment. Thereafter such rate
will be adjusted based upon the Borrower's submission of financial information 
pursuant to Section 5.2 herein beginning with the quarter ending in November, 
1995.  The interest rate adjustment will be effective the first Monday 
following receipt by the Bank of the Quarterly Compliance Certificate pursuant 
to Section 5.4 (c) herein.  The interest rate will be established from the 
following schedule based upon the Borrower's ratio of Unsubordinated 
Indebtedness to the sum of Tangible Net Worth plus Subordinated Debt as of the 
date of such fiscal quarter end:

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<TABLE>
<CAPTION>
           Ratio at quarter end   Rate for following quarter                  
           --------------------   --------------------------                  
           <S>                   <C>
           Less than .75:1.0      One quarter (1/4%) above the Prime Rate.
                                                                              
           .751 through 1.0:1.0   One half (1/2%) above the Prime Rate.       
                                                                              
           Greater than 1.0:1.0   Three quarters (3/4%) above the Prime Rate. 

</TABLE>                                                             


Interest on all Loans shall be calculated on the basis of the actual number of
days elapsed over a year of 360 days.  As used in this Agreement, the term
"Prime Rate" on any day shall mean the rate published or announced by the Bank
as its "Prime Rate" which rate may not be the Bank's lowest rate.  Any change
in the interest rate on a Loan due to a change in the Prime Rate shall take
effect on the date of such change in the Prime Rate.  Interest on the Loans
shall be payable quarterly on the last day of each December, March, June and
September, commencing on the first such date following the initial Loan.  To
the extent permitted by applicable law, the Bank may charge interest at the
foregoing rates on all interest and other amounts owing hereunder which are not
paid when due.

5. A new Section 5.4 (c) shall be added which will read as follows: 
   (c) INTEREST RATE.  Setting forth, in summary form, calculations showing the 
ratio set forth in Section 1.4 (b).

6. A new Section 6.1 (a) (viii) will be added which shall read as follows:
   (viii)  Liens encumbering not more than five restaurant locations which shall
secure Indebtedness of the Company as provided for in Section 6.1 (b) (iv).

7. A new Section 6.1 (b) (iv) will be added which shall read as follows: 
   (iv) Indebtedness incurred; the terms of which are essentially as outlined 
in that certain proposal for permanent financing submitted to the Borrower on 
August 8, 1995 by MetLife Capital Corporation, a copy of which was provided 
the Bank.


IN WITNESS WHEREOF, the parties have executed this Second Amendment to the
Revolving Credit Agreement as of the date first set forth above.


MAX & ERMA'S RESTAURANTS, INC.               THE PROVIDENT BANK


By: /s/ William C. Niegsch, Jr.              By: /s/ Michael G. Giuholi 
   ------------------------------               ------------------------------
        William C. Niegsch, Jr.                      Michael G. Giuholi 
        Executive Vice President                     Regional Vice President



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