<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON D.C. 20549

                                  FORM 10-K


               Annual Report Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

                  For the fiscal year ended October 29, 1995
                       Commission File Number:  0-11514
                                      
                        Max & Erma's Restaurants, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



                Delaware                    No. 31-1041397     
        -------------------------------     --------------
        (State of other jurisdiction of    (I.R.S. Employer
        incorporation or organization)      Identification No.)


        4849 Evanswood Drive, Columbus, Ohio          43229   
        ---------------------------------------      ---------
        (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code (614) 431-5800 
                                                  ---------------

     Securities registered pursuant to Section 12(b) of the Act:

                             None

     Securities registered pursuant to Section 12(g) of the Act:


                        Common Shares, $.10 Par Value
                        -----------------------------
                               (title of class)
                                      
               8% Convertible Subordinated Debentures Due 2004
               -----------------------------------------------
                               (title of class)
     

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to the filing requirements for at least
the past 90 days. YES   X    NO        
                     --------  -------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [  ]


                                     -1-
<PAGE>   2
State the aggregate market value of the voting stock held by non-affiliates of
the registrant.  The aggregate market value has been computed by reference to
the closing bid price of such stock, as of December 31, 1995.


          Total shares outstanding               4,120,109

          Number of shares owned beneficially    1,768,554             
           and/or of record by directors
           and officers (1)

          Number of shares held by persons       2,641,268 
           other than directors or
           officers 

          Closing bid price                          $5.88  

          Market value of shares held by       $15,530,656
           persons other than directors
           or officers


(1)  For purposes of this computation all officers and directors are     
included, although not all are necessarily "affiliates."  Includes options
to purchase 289,713 shares of common stock, all of which are presently
exercisable.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.


                           4,120,109 Common Shares
                 were outstanding at December 31, 1995

                 DOCUMENTS INCORPORATED BY REFERENCE

1.  Annual Report to Shareholders for the Fiscal Year Ended October 29,
    1995 (in pertinent part, as indicated)...Parts II and IV.

2.  Proxy Statement for 1996 Annual Meeting of Shareholders (in pertinent
    part, as indicated)....Part III.









                                     -2-
<PAGE>   3
                                    PART I

Item 1. BUSINESS
----------------

        Max & Erma's Restaurants, Inc. (the "Company"), directly and through 
affiliated partnerships, owns and operates a chain of thirty-five Max & Erma's
restaurants at December 31, 1995.  The Company is a Delaware corporation
organized in 1982, as the successor to a restaurant business founded in 1971 by
Barry Zacks, former Chairman and Chief Executive Officer of the Company.  The
Company has registered the phrase "Max & Erma's - Neighborhood Gathering Place"
and its associated logo as a service mark with the United States Patent and
Trademark Office.

        The Company's executive offices are located at 4849 Evanswood Drive,
Columbus, Ohio 43229, and its telephone number is (614) 431-5800.

Description of Business
-----------------------

        Max & Erma's restaurants provide generous servings of consistently high
quality food at moderate prices in the casual setting of a neighborhood
gathering place.  The menu includes Max & Erma's signature gourmet hamburgers,
specialty sandwiches, salads, appetizers, pasta dishes, chicken, seafood,
steaks, other entrees prepared in a variety of cuisines, desserts and a full
complement of alcoholic and non-alcoholic beverages.  Management believes that
the decor and theme of Max & Erma's restaurants allow the introduction of a
broad range of menu items, thus permitting rapid adjustment to changing
customer preferences.

        Max & Erma's restaurants are open for both lunch and dinner seven days
a week.  Hours of operation are generally 11:00 a.m. to midnight.  During
fiscal 1995, the average check was approximately $7.62 at lunch and $9.27 at
dinner, and the lunch and dinner meal periods accounted for approximately 36.4%
and 63.6% of net sales, respectively.  Alcoholic beverages constituted
approximately 13.6% of net sales in fiscal 1995.

        The Company's strategy is to compete in the casual dining segment of
the restaurant industry by offering a variety of high quality food in a casual,
comfortable and fun atmosphere and with a uniquely personable service style. 
The philosophy of the Company is to focus on the details of the customer
experience that instill customer loyalty and promote repeat business.

        Management believes that Max & Erma's reputation is built every day
with every customer served and that a key to customer loyalty is the server. 
Waiters and waitresses are trained based on the "Fifty-two Moments of Truth," a
program based on the Company's consumer research which measures the events that
impact the customer's dining experience.  Food is delivered to the table by the
server instead of a food runner, and servers are required to recheck the table
two minutes after delivering the meal.  Moreover, the wait staff is empowered
to address customer problems without the assistance of restaurant management.


                                     -3-
<PAGE>   4
        Max & Erma's restaurants have always been known for gourmet hamburgers
and specialty sandwiches; however, one part of the Company's focus on the
customer is an evolving menu that changes to meet consumer tastes.  The Company
believes its menu should be fun as well as innovative and reviews, and revises
as necessary, the menu twice each year, and in addition offers an annual summer
menu.  In fiscal 1992, nightly dinner specials, such as fajitas, southwestern
style steak and jumbo fried shrimp, were introduced to increase weekday dinner
volume and to provide variety for frequent customers.  Weekday lunch specials
were added in fiscal 1993, and separate lunch and dinner menus were introduced
during 1994.  "Five Great Ways to be Good," a selection of healthy, low fat
menu items, was introduced at the start of 1995.  By periodically modifying its
menu through the introduction of a broad range of appealing new menu items, the
Company has achieved a more diversified sales mix.

        The Company makes extensive use of consumer focus groups to conduct
marketing research.  Management incorporates the findings of this market
research in its advertising, menu development, employee training, and building
design and decor.  According to customers, the major point of difference
between the Company and its competitors is that Max & Erma's restaurants are
perceived as being more of a "fun place," an image the Company tries to foster
in its advertising.  The Company spends approximately 3.0% to 3.25% of net
sales annually on advertising and uses television, radio, direct mail,
billboards, special events and localized store marketing designed to increase
customer awareness and repeat business.

        The Company owns thirty-three of the Max & Erma's restaurants currently
in operation.  Two are owned by separate affiliated partnerships.  In addition
to the specified percentage interest in the profits and losses of the
affiliated partnerships, the Company is paid an annual fee equal to 6% or 7% of
gross revenues for managing the two Max & Erma's restaurants owned by the
partnerships.  Each management contract provides for monthly payments to the
Company for an initial term of two years and renewal terms aggregating 20
additional years upon the mutual agreement of the parties.  

Competition
-----------

        The restaurant business, particularly in the casual dining segment, is
highly competitive in terms of quality and value of products served, type and
variety of menu offered, quality and efficiency of service, ambiance and
attractiveness of facilities and site location.   Max & Erma's restaurants
compete with food service operations of various types within their respective
locations, including national and regional chains as well as locally-owned and
operated restaurants.  Many of the Company's competitors are substantially
larger and have greater financial resources than the Company.

Employees
---------

        At November 30, 1995, the Company had approximately 2,814 employees, of
which 819 were full-time restaurant employees, 1,822 were part-time restaurant
employees, 47 were corporate staff personnel and 126 were restaurant managerial
personnel.  None of the Company's employees are represented by a labor union or
a collective bargaining unit.  The Company considers relations with its
employees to be good.  


                                     -4-
<PAGE>   5
Restaurant Operations
---------------------

        The Company strives to maintain quality and uniformity in its
restaurants through careful training and supervision of personnel.  All
restaurants are operated in accordance with uniform Company specifications,
which are set forth in detailed operating manuals relating to food and beverage
preparation, maintenance of premises and employee conduct.  The Company
utilizes an independent shopping service to monitor implementation of Company
operating standards.  The Company and the shopping service have developed
testing standards for the major aspects of restaurant operation, including
physical appearance, cleanliness, wait staff and food quality.  The shopping
service has "mystery shoppers" visit each restaurant four times each quarter to
evaluate and grade the restaurant.  A report is prepared by the shopping
service for each visit and is reviewed by the Company's Chief Operating Officer
and the respective regional and general managers.  A portion of the bonus for
each regional and general manager is based on the grade scores received on the
shopping service reports.  The Company also makes available at each table
postage-paid comment cards addressed to the Company's President.  The President
responds to any negative comments on a weekly basis.

        Restaurant operations are administered by a management staff headed by
the Chief Operating Officer.  A Regional Vice President of Operations reports
to the Chief Operating Officer.  Seven regional managers, each of whom
supervises the operations of four to five restaurants, report to either the
Chief Operating Officer or the Regional Vice President of Operations.  Each
restaurant has a general manager, who is responsible for training and
supervising 60 to 125 employees, and two or three assistant managers.  Regional
managers are responsible for hiring their general and assistant managers. 
General managers, with the assistance of the regional manager, are responsible
for hiring restaurant employees.  The Company seeks to hire experienced
restaurant personnel who must complete a 14 week training program conducted by
the Company before becoming an assistant manager.  The Company has historically
promoted from within to fill its regional and general manager positions.  

        Both regional and general managers receive a base salary plus a bonus
based upon performance against budget and average independent shopping service
scores.  General managers prepare quarterly budgets for their stores and
regional managers prepare quarterly budgets for their regions.  Bonuses are
based on specific goals derived from these quarterly budgets.  Managers may
elect to receive some or all of their bonuses in the Company's common stock at
a one-third discount from fair market value.  In addition, all regional
managers and general managers are eligible to receive stock options on a
periodic basis.  Management believes that its bonus system and the ability to
purchase common stock promote loyalty and highly motivate managers to meet
Company goals.

        Management believes that the combination of the authority delegated to
its regional and general managers, particularly with respect to hiring
employees, together with its goal-specific bonus plans, results in a positive
work environment and has contributed to low management turnover.




                                     -5-
<PAGE>   6
Purchasing and Inventory Controls
---------------------------------

        Meat and most other food and restaurant supply items are purchased
through one major distributor in order to obtain favorable prices and to ensure
consistent quality and delivery.  For major items, the Company typically
negotiates prices directly with producers.  For other items, the Company
provides the distributor with specifications and receives monthly prices for
such items, generally based upon a "cost plus" formula.  Restaurant managers
purchase these items directly from the distributor, and each restaurant is
billed directly for its purchases.  Although most of the Company's food and
supplies are presently furnished by one distributor, the Company believes
alternate food suppliers are available and has not experienced a shortage of
food or supplies.  A daily inventory is taken for high cost items, such as
steaks, ground meat, seafood and liquor.  A physical inventory of all items is
made at the end of each four week accounting period.

Future Expansion
----------------

        In addition to two restaurants opened during the first quarter of 1996,
the Company intends to open six additional Max & Erma's restaurants during the
remainder of fiscal 1996 and an additional nine restaurants during fiscal 1997. 
All but four of the existing Max & Erma's restaurants are located in suburban
areas.  Of the existing restaurants, 19 are free-standing and 16 are in-line
shopping center/mall locations.  The following table sets forth the location of
each existing Max & Erma's restaurant and the locations of four (all
free-standing) of the six restaurants scheduled to open during the remainder of
1996:

                           Existing          Under Development
                           --------          -----------------
     ILLINOIS
        Chicago..........     4                     2
     INDIANA
        Indianapolis.....     3                     -
     KENTUCKY
        Lexington........     1                     1
     MICHIGAN
        Ann Arbor........     1                     -
        Detroit..........     5                     -
        Grand Rapids.....     1                     -
    NORTH CAROLINA
        Charlotte........     1                     -
     OHIO
        Akron............     1                     -
        Cincinnati.......     1                     -
        Cleveland........     2                     1
        Columbus.........     8                     -
        Dayton...........     3                     -
     PENNSYLVANIA
        Pittsburgh.......     4                     -
                             --                     -
                TOTAL....    35                     4
                             ==                     =

        The Company's preference is to acquire the land and build new
free-standing restaurants.  However, in order to acquire suitable sites, the
Company will utilize ground leases, or lease and convert existing premises. 
Management believes that the clustering of three or more restaurants in markets
of sufficient size increases customer awareness, enhances the effectiveness of
advertising and improves management efficiency.

                                     -6-
<PAGE>   7
                     
Government Regulation
---------------------

        The Company is subject to Federal, state and local laws affecting the
operation of its restaurants, including zoning, health, sanitation and safety
regulations and alcoholic beverage licensing requirements.  Each restaurant is
operated in accordance with standardized procedures designed to assure
compliance with all applicable codes and regulations.  The suspension of a food
service or liquor license could cause an interruption of operations at affected
restaurants.

Item 2.  PROPERTIES
-------  ----------

        All but seven of the Company's restaurants are occupied under leases
expiring from 1996 to 2025, with renewal options for five to 20 additional
years.  The affiliated partnership which owns one of the restaurants in
Columbus, Ohio also owns the premises on which it is located.  Restaurant
leases are generally collateralized by liens on leasehold improvements,
equipment, furniture and fixtures.  The Company leases its executive offices
(15,000 square feet) and general warehouse and storage facilities (17,000
square feet) in Columbus, Ohio under an operating lease expiring in October
2000.

        The last 15 restaurants opened are based on a new design which the
Company has used as its prototype.  The prototype gives Max & Erma's
restaurants a distinct identity and emphasizes an unpretentious neighborhood
ambiance.  The prototype design downplays the use of brass, Tiffany lamps and
other design features common to the Company's older restaurants and to many
other casual dining restaurants.  Max & Erma's restaurants established prior to
the introduction of the prototype vary in design and appearance, but average
6,000 square feet and seat an average of 160 customers.  The current
freestanding prototype is approximately 7,200 square feet and seats 200 patrons
for dining in addition to the bar area and a 30 to 40 seat seasonal patio area. 
The prototype design is readily adaptable to a variety of sites including
shopping center and mall locations. 

        The Company has recently revised the prototype design to reduce its
costs.  The first revised prototype will open during the second quarter of
1996.  It will be approximately 500 square feet smaller but seat approximately
the same number of patrons.  The patio area will be optional, depending on the
climate of the restaurant location and size of the site.  The Company believes
the revised prototype will cost approximately $200,000 less to construct.

        The Company believes that its focus on selecting high profile
restaurant sites is critical to its success.  The Company's present site
selection strategy is to locate its restaurants in prime, high visibility, high
traffic suburban locations.  Management believes that selection of high profile
sites along with the implementation of its prototype restaurant will result in
improved unit economics.  
  
Item 3. LEGAL PROCEEDINGS
------- -----------------

        The Company is a defendant in various legal proceedings regarded as
normal to its business, and in the opinion of management, the ultimate outcome
of such proceedings will not materially affect the Company's financial position
or the results of its operations.


                                     -7-
<PAGE>   8

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     None


                                   PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
-------  -------------------------------------------------
         STOCKHOLDER MATTERS
         -------------------

        The information contained under the caption "SELECTED QUARTERLY
FINANCIAL DATA" is incorporated herein by reference to the inside back cover of
the Company's Annual Report to Shareholders for the fiscal year ended October
29, 1995.

Item 6.  SELECTED FINANCIAL DATA
-------  -----------------------

        Information required under this Item is incorporated herein by
reference to the Company's Annual Report to Shareholders for the fiscal year
ended October 29, 1995, page 10.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-------  -----------------------------------------------------------
         AND RESULTS OF OPERATIONS
         -------------------------

        Information required under this Item is incorporated herein by
reference to the Company's Annual Report to Shareholders for the fiscal year
ended October 29, 1995, pages 11 through 13.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------  -------------------------------------------

        The balance sheets as of October 29, 1995 and October 30, 1994 and the
related statements of income, stockholders' equity and cash flows for each of
the three years in the period ended October 29, 1995, and the related notes to
the financial statements together with the independent auditors' report thereon
and the Selected Quarterly Financial Data are incorporated by reference to the
Company's Annual Report to Shareholders for the fiscal year ended October 29,
1995, pages 14 through  24 and the inside back cover.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
-------  ---------------------------------------------
         ON ACCOUNTING AND FINANCIAL DISCLOSURES
         ---------------------------------------

     None.


                                   PART III

Items 10, 11, 12 and 13.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
     REGISTRANT:  EXECUTIVE COMPENSATION:  SECURITY OWNERSHIP OF 
     CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:  AND CERTAIN      
     RELATIONSHIPS AND RELATED TRANSACTIONS


        Information required under these Items is incorporated herein by
reference to the Company's Proxy Statement for 1996 Annual Meeting of
Stockholders, pursuant to Regulation 14A.


                                     -8-
<PAGE>   9
                                   PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
          8-K.

     (a)(1) and (2):  Financial Statements        
            The financial statements listed in the accompanying index to  
            financial statements on page 11 are filed as part of this 
            report.

     (a)(3) and (c):  Exhibits
            The exhibits listed in the accompanying index to exhibits on 
            pages 12 through 15 are filed as part of this report.

     (b)    Reports on Form 8-K
            None.














                                      -9-
<PAGE>   10

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  January 16, 1996              Max & Erma's Restaurants, Inc.

                                      By: *Todd B. Barnum           
                                          --------------------------
                                           Todd B. Barnum
                                           Chairman of the Board, Chief 
                                           Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated and on the dates indicated.

Signature                             Title
---------                             -----

                                       Chairman of the Board, Chief 
*Todd B. Barnum                        Executive Officer and President,
 ----------------------------          Director (Principal Executive 
 Todd B. Barnum                        Officer)
                                      
 
                                       Chief Operating Officer,     
*Mark F. Emerson                       Director
 ----------------------------
 Mark F. Emerson

                                       Executive Vice President and Chief  
*William C. Niegsch, Jr.               Financial Officer, Director
 ----------------------------          (Principal Financial Officer)  
 William C. Niegsch, Jr.               
                 
                                       Vice President of Marketing,
*Karen A. Brennan                      Director                    
 ----------------------------
 Karen A. Brennan

*William E. Arthur                     Director
 ----------------------------
 William E. Arthur

*Donald W. Kelley                      Director
 ----------------------------
 Donald W. Kelley

*Robert A. Rothman                     Director
 ----------------------------
 Robert A. Rothman

*Roger D. Blackwell                    Director
 ----------------------------
 Roger D. Blackwell

*Michael D. Murphy                     Director
 ----------------------------
 Michael D. Murphy

*By  William C. Niegsch, Jr.    
     ------------------------
     William C. Niegsch, Jr.
     Attorney-in-Fact


                                     -10-
<PAGE>   11

               MAX & ERMA'S RESTAURANTS, INC. AND SUBSIDIARIES
                 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
                              ITEMS 8, 14(a)(1)
      
                                      
                                                          REFERENCE PAGE 
                                                          --------------
                                                          ANNUAL REPORT
                                                                TO
                                                           SHAREHOLDERS 
                                                          --------------
The following items are required to be      
included in Items 8 and 14(a)(1) and
are incorporated by reference from the
attached Annual Report to
Shareholders of Max & Erma's
Restaurants, Inc.  
for the fiscal year ended October 29, 1995:

-Balance Sheets as of                   
 October 29, 1995 and October 30, 1994                          14 - 15 
-For the years ended October 29, 1995,
 October 30, 1994 and October 31, 1993                          
      -Statements of Income                                          16   
      -Statements of Stockholders' Equity                            17 
      -Statements of Cash Flows                                      18  
                           
-Notes to Financial Statements                                  19 - 23   
-Independent Auditors' Report                                        24      

-No financial statement schedules are required
 to be filed because the conditions requiring
 their filing do not exist or because the 
 information is given in the financial statements
 or notes thereto.







                                     -11-
<PAGE>   12



                              REPORT ON FORM 10-K

                         MAX & ERMA'S RESTAURANTS, INC.

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit                                                
   No.        Description                               Page No.
 -------      -----------                               --------
 <S>          <C>                                       <C>
 2            Plan and Agreement of Reorganization,     Reference is made to Exhibit 2 of Report on Form 10-K
              as amended October 15, 1991               filed January 24, 1992.

 3(a)         Restated Certificate of Incorporation,    Reference is made to Exhibit 4(c) of Report on Form 10-Q
              as amended April 4, 1985                  filed June 26, 1985.

 3(b)         Restated By-Laws, as amended April 4,     Reference is made to Exhibit 4(d) of Report on Form 10-Q
              1985                                      filed June 26, 1985.

 3(c)         Certificate of Amendment of               Reference is made to Exhibit 3(c) of Report on Form 10-K
              Certificate of Incorporation September    filed January 23, 1987.
              22, 1986

 3(d)         Certificate of Amendment of               Reference is made to Exhibit 3(d) of Report on Form  
              Certificate of Incorporation May 30,      10-K filed January 25, 1991.
              1990
 
 4(a)         Form of Common Stock Certificate          Reference is made to Exhibit 4(a) of Registration
                                                        Statement on Form S-1 (Registration No. 2-85585).
 
 4(b)         Form of Indenture dated as of August      Reference is made to Exhibit 4(a) of Registration
              18, 1994, between Max & Erma's            Statement on Form S-2 (Registration No. 33-80090).
              Restaurants, Inc. and The Huntington
              National Bank, as Trustee                 
              
 4(c)         Form of Debenture                         Reference is made to Exhibit 4(b) of Registration
                                                        Statement on Form S-2 (Registration No. 33-80090).

10(a)         Max & Erma's, Ltd. Agreement of           Reference is made to Exhibit 10(b) of Registration
              Limited Partnership, dated May 17,        Statement on Form S-1 (Registration No. 2-85585).
              1972                                      

10(b)         First Amendment to Agreement of           Reference is made to Exhibit 10(b) of Registration
              Limited Partnership of Max & Erma's,      Statement on Form S-1 (Registration No. 2-85585).
              Ltd., dated September 9, 1974      

10(c)         Max & Erma's Convention Center Ltd.       Reference is made to Exhibit 10(k) of Registration     
              Agreement of Limited Partnership,         Statement on Form S-1 (Registration No. 2-85585).
              dated July 27, 1981

10(d)         Letter Agreement between Nine Limited     Reference is made to Exhibit 10(bb) of Registration     
              Leasing, Max & Erma's, Inc., and Max &    Statement on Form S-1 (Registration No. 2-85585).
              Erma's Indianapolis, Ltd., dated April
              24, 1977
</TABLE>


                                       12
<PAGE>   13

<TABLE>
<CAPTION>
  Exhibit
    No.        Description                                     Page No.
  -------      -----------                                     --------
  <S>          <C>                                             <C>
  10(e)        Letter Agreement between Nine Limited           Reference is made to Exhibit 10(dd) of Registration 
               Leasing, Max & Erma's, Inc., and Max &          Statement on Form S-1 (Registration No. 2-85585).
               Erma's East, Ltd., dated May 27, 1977

  10(f)        Letter Agreement between Nine Limited           Reference is made to Exhibit 10(ee) of Registration 
               Leasing, Max & Erma's, Inc., and Max &          Statement on Form S-1 (Registration No. 2-85585).
               Erma's Dayton, Ltd., dated October 1, 1977

  10(g)        Letter Agreement between Nine Limited           Reference is made to Exhibit 10(ff) of Registration 
               Leasing, Max & Erma's, Inc., and Max &          Statement on Form S-1 (Registration No. 2-85585).
               Erma's Lexington, Ltd., dated
               September 27, 1978

  10(h)        Letter Agreement between Nine Limited           Reference is made to Exhibit 10(gg) of Registration 
               Leasing, Max & Erma's, Inc., and Max &          Statement on Form S-1 (Registration No. 2-85585).
               Erma's North, Ltd., dated December 28,
               1981

  10(i)*       Employment Agreement with Todd Barnum,          Reference is made to Exhibit 10(b) of Report on
               dated December 12, 1984                         Form 10-K filed January 25, 1985.
 

  10(j)*       Employment Agreement with Mark F.               Reference is made to Exhibit 10(c) of Report on 
               Emerson, dated December 12, 1984                Form 10-K filed January 25, 1985.

  10(k)*       Employment Agreement with William C.            Reference is made to Exhibit 10(d) of Report on 
               Niegsch, Jr., dated December 12, 1984           Form 10-K filed January 25, 1985.

  10(l)*       Third Amended and Restated 1984                 Reference is made to Exhibit 10(n) of Report on 
               Incentive Stock Option Plan                     Form 10-K filed January 25, 1993.    

  10(m)*       Third Amended and Restated 1984                 Reference is made to Exhibit 10(o) of Report on 
               Non-Statutory Stock Option Plan                 Form 10-K filed January 25, 1993.    

  10(n)*       Board of Directors' resolution dated            Reference is made to Exhibit 10(p) of Report on 
               October 19, 1992 relating to amendment          Form 10-K filed January 25, 1993.    
               to Third Amended and Restated 1984
               Non-Statutory Stock Option Plan

  10(o)*       1992 Stock Option Plan                          Reference is made to Exhibit 10(q) of Report on 
                                                               Form 10-K filed January 25, 1993.    

  10(p)*       1996 Stock Option Plan                             

  10(q)*       Indemnification Agreement (form)                Reference is made to Exhibit 10(y) of Report on 
               between Max & Erma's Restaurants, Inc.          Form 10-K filed January 23, 1987   
               and each of its directors dated as of
               June 18, 1986
</TABLE>


                                       13
<PAGE>   14

<TABLE>
<CAPTION>
   Exhibit
     No.        Description                                Page No.
   -------      -----------                                --------
   <S>         <C>                                        <C>
   10(r)*       Loan Agreement with Karen Brennan,         Reference is made to Exhibit 10(cc) of Report on   
                dated February 12, 1988                    Form 10-K filed January 27, 1989.                  
                                                                                                              
   10(s)*       Promissory Note from Karen Brennan,        Reference is made to Exhibit 10(ee) of Report on   
                dated February 12, 1988                    Form 10-K filed January 27, 1989.                  
                                                                                                              
   10(t)*       Stock Pledge and Option Agreement with     Reference is made to Exhibit 10(ff) of Report on   
                Karen Brennan, dated February 12, 1988     Form 10-K filed January 27, 1989.                  

   10(u)        Lease between Max & Erma's Dublin,         Reference is made to Exhibit 10(ee) of Report on Form
                Inc. and Mango Investments, dated          10-K filed January 26, 1990.
                February 9, 1989

   10(v)*       Employment Agreement with Karen            Reference is made to Exhibit 10(ff) of Report on Form
                Brennan, dated June 20, 1989               10-K filed January 26, 1990.

   10(w)*       Board of Directors' Resolution adopted     Reference is made to Exhibit 10(w) of Report on Form
                October 29, 1993 relating to officers'     10-K filed January 27, 1994.
                bonuses

   10(x)*       Board of Directors' Resolution adopted     Reference is made to Exhibit 10(x) of Report on Form 10-
                October 4, 1994 relating to officers'      K filed January 23, 1995.
                bonuses

   10(y)*       Board of Directors' Resolution adopted
                October 23, 1995 relating to officers'
                bonuses

   10(z)*       Written description of split dollar        Reference is made to footnote 3 to the Summary
                life insurance program for officers        Compensation Table presented in the Company's Proxy
                                                           Statement for the 1996 Annual Meeting of Shareholders,
                                                           which is incorporated by reference herein.

   10(aa)*      Board of Directors' Resolution adopted     Reference is made to Exhibit 10(dd) of Report on Form
                November 2, 1987 relating to split         10-K filed January 25, 1993.
                dollar life insurance program for
                officers

   10(bb)*      Board of Directors' Resolution adopted     Reference is made to Exhibit 10(ee) of Report on   
                October 19, 1992 relating to split         Form 10-K filed January 25, 1993.                  
                dollar life insurance program for                                                            
                officers                                                                                     
                                                             
   10(cc)       Revolving Credit Agreement dated           Reference is made to Exhibit 10(aa) of Report on
                October 25, 1993 between Max & Erma's      Form 10-K filed January 27, 1994.
                Restaurants, Inc. and The Provident Bank                                                         
                                                          
   10(dd)       Letter Agreement dated July 20, 1994       Reference is made to Exhibit 10(ab) of             
                between Max & Erma's Restaurants, Inc.     Registration Statement on Form S-2 (Registration    
                and The Provident Bank                     No. 33-80090).                                    


</TABLE>
                             
                                       14
<PAGE>   15

<TABLE>
<CAPTION>
  Exhibit
    No.        Description                              Page No.
  -------      -----------                              --------
  <S>         <C>                                       <C>
  10(ee)       Second Amendment to Revolving Credit
               Agreement dated August 25, 1995                         
               between Max & Erma's Restaurants, Inc.                  
               and The Provident Bank                                  
                                                                       
  10(ff)       Mortgage Commitment Letter dated
               November 7, 1995 between Max & Erma's
               Restaurants, Inc. and MetLife Capital
               Financial Corporation
  
  13           Annual Report to Stockholders for the     Except for those pages which are specifically
               Fiscal Year ended October 29, 1995        incorporated by reference, the Company's Annual Report
                                                         to Stockholders is not to be deemed as filed as part of
                                                         this report.
  
  23           Consents of Experts and Counsel
                                                               
  24           Power of Attorney
                                                              
  27           Financial Data Schedule
<FN>
---------------------------------

*   Management contract or compensatory plan or arrangement required to be
    filed as an exhibit to this Report on Form 10-K pursuant to Item 14(c) of
    the Report on Form 10-K.

</TABLE>

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