<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 26, 1997
                        Commission File Number: 0-11514

                         Max & Erma's Restaurants, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                   No. 31-1041397
-------------------------------                      ----------------------
(State or 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 checkmark 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 checkmark 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. [ ]


<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, 1997.


            Total shares outstanding                          4,250,663

            Number of shares owned beneficially               1,791,131
             and/or of record by directors
             and officers (1)

            Number of shares held by persons                  2,745,632
             other than directors or
             officers

            Closing bid price                                 $6.13

            Market value of shares held by                    $16,830,724
             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
286,100 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.


                            4,250,663 Common Shares
                     were outstanding at December 31, 1997


                      DOCUMENTS INCORPORATED BY REFERENCE


1.  Annual Report to Shareholders for the Fiscal Year Ended October 26,1997 (in
    pertinent parts, as indicated).....Parts II and IV.

2.  Proxy Statement for 1998 Annual Meeting of Shareholders (in pertinent
    parts, 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 forty-six Max & Erma's
restaurants at December 31, 1997. The Company is a Delaware corporation
organized in 1982, as the successor to a restaurant business founded in 1971.
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
1997, the average check was approximately $7.97 at lunch and $9.72 at dinner.
The lunch and dinner meal periods accounted for approximately 35.7% and 64.3%
of net sales, respectively. Alcoholic beverages constituted approximately 13.0%
of net sales in fiscal 1997.

         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.

         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



                                                                               3
<PAGE>   4

well as innovative and reviews, and revises as necessary, the menu twice each
year, and in addition offers an annual summer menu. During 1996 the Company
expanded its entree offerings in an effort to increase its per person dinner
check average, a process that continued through 1997. 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 3.25% 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 forty-four 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.

         During 1997 the Company entered into two separate franchise agreements
to operate a Max & Erma's restaurant in the Columbus, Ohio airport and two
restaurants in the Cleveland, Ohio airport. Terms of the agreements call for an
initial franchise fee of $25,000 to $40,000 plus a monthly royalty of 4 or 5%
of sales. All three restaurants are expected to open during 1998 and should
generate annual royalty payments of approximately $200,000.

         In early 1998 the Company signed a letter of intent, which grants a
franchisee the right to operate Max & Erma's restaurants in the state of West
Virginia. Upon execution of a franchise agreement, the franchisee will be
obligated to open the first restaurant within 12 months. If a minimum sales
volume is achieved during the first 18 months of operation the franchisee will
be required to open at least two additional restaurants during the next four and
one-half years.

         The Company anticipates testing a second restaurant concept during
1998. The "new concept" will occupy approximately 4,000 square feet of leased
space, open for dinner only, and primarily serve pasta and gourmet pizzas
prepared in a wood-burning oven. Management expects the "new concept" to
generate an average dinner check, including alcoholic beverages, of
appoximately $13 to $15 per person and annualized sales of approximately $1.25
million per location.

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.




                                                                               4
<PAGE>   5

Employees

         At November 30, 1997, the Company had 3,820 employees, of which 1,419
were full-time restaurant employees, 2,187 were part-time restaurant employees,
58 were corporate staff personnel and 156 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.

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 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. Ten 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 40 to 110
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-half 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.




                                                                               5
<PAGE>   6

         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 relatively low management turnover.

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.




                                                                               6
<PAGE>   7




Future Expansion

         In addition to two restaurants opened during the first quarter of
1998, the Company intends to open three additional Max & Erma's restaurants
during the remainder of fiscal 1998 and an additional five to six restaurants
during fiscal 1999. All but four of the existing Max & Erma's restaurants are
located in suburban areas. Of the existing restaurants, 30 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 two (all free-standing) of the three restaurants scheduled to open during
the remainder of 1998:

                               Existing          Under Development
                               --------          -----------------
     GEORGIA
         Atlanta..........      2                    -
     ILLINOIS
        Chicago..........       6                    1
     INDIANA
        Indianapolis.....       3                    -
     KENTUCKY
        Lexington........       2                    -
     MICHIGAN
        Ann Arbor........       1                    -
        Detroit..........       6                    -
        Grand Rapids.....       1                    -
     NORTH CAROLINA
        Charlotte........       1                    -
     OHIO
        Akron............       1                    -
        Cincinnati.......       1                    -
        Cleveland........       3                    -
        Columbus.........      10                    -
        Dayton...........       3                    -
        Toledo...........       -                    1
     PENNSYLVANIA
        Pittsburgh.......       5                    -
     SOUTH CAROLINA
        Greenville              1                    -

                TOTAL....      46                    2

         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.



                                                                               7
<PAGE>   8

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.

Business Risks

         The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The
Reform Act only became law in late December 1995 and, except for the Conference
Reports, no official interpretations of the Reform Act's provisions have been
published. Many of the following important factors have been discussed in the
Company's prior filings with the Securities and Exchange Commission.

         In addition to the other information in this Report, readers should
carefully consider that the following important factors, among others, in some
cases have affected, and in the future could affect, the Company's actual
results and could cause the Company's actual results of operations for Fiscal
1998 and beyond, to differ materially from those expressed in any
forward-looking statements made by, or on behalf of the Company.

1.   Dependence on Management - The Company's senior management has over 70
     years experience with the Company. The loss of one or more key executives
     could have an adverse effect on the Company.
2.   Competition - The casual dining segment of the restaurant industry is
     highly competitive. Many of the Company's competitors are larger national
     chains with greater financial resources.
3.   Restaurant Industry - The restaurant industry is affected by changing
     trends, economic conditions, traffic patterns and weather. Increases in
     food, labor and benefits costs along with the availability of employees
     and suitable restaurant sites could affect future operating results.
4.   Legal - The Company is exposed to various tort and other claims, most
     notably liability claims resulting from the sale of alcoholic beverages.
     While the Company currently maintains insurance for such claims, there is
     no assurance of its adequacy or future availability. An uninsured or
     excess claim could have a material adverse affect on the Company.
5.   Government Regulation - The restaurant industry is subject to extensive
     government regulations relating to the sale of food and alcoholic
     beverages, and sanitation, fire and building codes. Suspension or
     inability to renew any of the related licenses and permits could adversely
     affect the Company's operations. Further more, government actions
     affecting minimum wage rates, payroll tax rates and mandated benefits
     could affect operating results.



                                                                               8
<PAGE>   9

Item 2.  PROPERTIES

         All but six of the Company's restaurants are occupied under leases
(including the eight restaurant sale-leaseback referred to below) expiring from
1998 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.

         In the first quarter of 1998 the Company completed a sale-leaseback of
eight Max & Erma's restaurant properties. The Company received net proceeds from
the sale of approximately $17.0 million, which was approximately net book value
of the properties. The related leases are for an initial term of twenty years
with three five-year renewal options. The properties may be purchased at fair
market value at the end of ten years and at the end of each five year period
thereafter.

         The last 26 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 freestanding prototype is
approximately 6,700 square feet and seats 200 patrons for dining in addition to
the bar area. A 30 to 40 seat seasonal patio area is optional. The prototype
design is readily adaptable to a variety of sites including shopping center and
mall locations.

         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.

         The Company is under contract to lease 4,000 square feet in a
neighborhood shopping center for purposes of testing a new concept. The Company
is negotiating to lease an additional two to four locations during 1998 for
this new concept. Management plans on opening these new restaurants for dinner
only, thus making convenient neighborhood location the most important aspect of
the site selection criteria. The first lease is for an initial term of five
years with two five-year renewal options.




                                                                               9
<PAGE>   10




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.


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 captions "SELECTED QUARTERLY
FINANCIAL DATA" and "SHAREHOLDER INFORMATION" is incorporated herein by
reference to the inside back cover of the Company's Annual Report to
Shareholders for the fiscal year ended October 26, 1997.

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 26, 1997, 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 26, 1997, pages 11 through 13.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         None.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The balance sheets as of October 26, 1997 and October 27, 1996 and the
related statements of income, stockholders' equity and cash flows for each of
the three years in the period ended October 26, 1997, 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 26,
1997, pages 14 through 24 and the inside back cover.



                                                                              10
<PAGE>   11




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 1998 Annual Meeting of
Stockholders to be held on April 9, 1998, pursuant to Regulation 14A.


                                    PART IV

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

         (a)(1) and (2) and (d):  Financial Statements
                  The financial statements listed in the accompanying index to
                  financial statements on page 13 are filed as part of this
                  report.

         (a)(3) and (c):  Exhibits
                  The exhibits listed in the accompanying index to exhibits on
                  pages 14 through 17 are filed as part of this report.

         (b):  Reports on Form 8-K
                  None.





                                                                              11
<PAGE>   12




                                   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 14, 1998                Max & Erma's Restaurants, Inc.

                                        By:  /s/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.

<TABLE>
<CAPTION>
Signature                           Title
---------                           -----
<S>                                 <C>
 /s/Todd B. Barnum                  Chairman of the Board, Chief Executive
-------------------------------     Officer and President, Director (Principal
    Todd B. Barnum                  Executive Officer)

*/s/Mark F. Emerson                 Chief Operating Officer, Director
-------------------------------
    Mark F. Emerson

 /s/William C. Niegsch, Jr.         Executive Vice President and Chief
-------------------------------     Financial Officer, Director,
    William C. Niegsch, Jr.         (Principal Financial Officer)

*/s/William E. Arthur               Director
-------------------------------
    William E. Arthur

*/s/Donald W. Kelley                Director
-------------------------------
    Donald W. Kelley

*/s/Robert A. Rothman               Director
-------------------------------
    Robert A. Rothman

*/s/Roger D. Blackwell              Director
-------------------------------
    Roger D. Blackwell

*/s/Michael D. Murphy               Director
-------------------------------
    Michael D. Murphy

*/s/Thomas R. Green                 Director
-------------------------------
    Thomas R. Green

*By /s/ William C. Niegsch, Jr.
-------------------------------
     William C. Niegsch, Jr.
      Attorney-in-Fact
</TABLE>



                                                                              12
<PAGE>   13





                MAX & ERMA'S RESTAURANTS, INC. AND SUBSIDIARIES
                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
                               ITEMS 8, 14(a)(1)


<TABLE>
<CAPTION>
                                                              REFERENCE PAGE
                                                              --------------
                                                              ANNUAL REPORT
                                                                    TO
                                                               SHAREHOLDERS
                                                               ------------
<S>                                                                <C>
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 26, 1997:

-Balance Sheets as of
 October 26, 1997 and October 27, 1996                             14 - 15
-For the years ended October 26, 1997,
 October 27, 1996 and October 29, 1995
      -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.
</TABLE>




                                                                              13
<PAGE>   14

                              REPORT ON FORM 10-K

                         MAX & ERMA'S RESTAURANTS, INC.

                               INDEX TO EXHIBITS



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

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

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

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

     3(d)       Certificate of Amendment of Certificate of Incorporation      Reference is made to Exhibit 3(d) of
                May 30, 1990.                                                 Report on Form 10-K filed January
                                                                              25, 1991.

     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 18, 1994, between Max    Reference is made to Exhibit 4(a) of
                & Erma's Restaurants, Inc. and The Huntington National        Registration Statement on Form S-2
                Bank, as Trustee.                                             (Registration No. 33-80090).

     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 Limited Partnership, dated    Reference is made to Exhibit 10(b)
                May 17, 1972.                                                 of Registration Statement on Form
                                                                              S-1 (Registration No. 2-85585).

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

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



<PAGE>   15

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

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

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

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

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

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

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

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

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

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

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

    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.                                       Reference is made to Exhibit 10(p)
                                                                              of Report on Form 10-K filed January
                                                                              1996.

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




<PAGE>   16

<TABLE>
<CAPTION>
 Exhibit                             Description                                         Page No.
   No.                               -----------                                         --------
   ---
   <S>          <C>
    10(s)       Lease between Max & Erma's Dublin, Inc. and Mango             Reference is made to Exhibit 10(ee)
                Investments, dated February 9, 1989.                          of Report on Form 10-K filed January
                                                                              26, 1990.

    10(t)*      Written description of split dollar life insurance program    Reference is made to footnote 3 to
                for officers.                                                 the Summary Compensation Table
                                                                              presented in the Company's Proxy
                                                                              Statement for the 1996 Annual
                                                                              Meeting of Shareholders, which is
                                                                              incorporated by Reference herein.

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

    10(v)*      Board of Directors' Resolution adopted October 19, 1992       Reference is made to Exhibit 10(ee)
                relating to split dollar life insurance program for           of Report on Form 10-K filed January
                officers.                                                     25, 1993.

    10(w)       Revolving Credit Agreement dated October 25, 1993 between     Reference is made to Exhibit 10(aa)
                Max & Erma's Restaurants, Inc. and The Provident Bank.        of Report on Form 10-K filed January
                                                                              27, 1994.

    10(x)       Letter Agreement dated July 20, 1994 between Max & Erma's     Reference is made to Exhibit 10(ab)
                Restaurants, Inc. and The Provident Bank.                     of Registration Statement on Form
                                                                              S-2 (Registration No. 33-80090).

    10(y)       Second Amendment to Revolving Credit Agreement dated August   Reference is made to Exhibit 10(ee)
                25, 1995 between Max & Erma's Restaurants, Inc. and The       of Report on Form 10-K filed January
                Provident Bank.                                               16, 1996.

    10(z)       Mortgage Commitment Letter dated November 7, 1995 between     Reference is made to Exhibit 10(ff)
                Max & Erma's Restaurants, Inc. and MetLife Capital            of Report on Form 10-K filed January
                Financial Corporation.                                        16, 1996.

   10(aa)*      Compensation Committee of the Board of Directors resolution
                adopted October 1, 1997 relating to officers' bonuses.

    10(bb)      Letter Agreement dated November 13, 1997 between Max &
                Erma's Restaurants, Inc. and Franchise Finance Corporation
                of America regarding sale-leaseback transaction.

    10(cc)      Letter Agreement dated November 13, 1997 between Max & Erma's
                Restaurants, Inc. and Franchise Finance Corporation of America
                regarding forward commitment for sale-leaseback transactions.

    10(dd)      Commitment letter from Provident Bank dated December 8, 1997.

      13        Portions of the Annual Report to Stockholders for the Fiscal Year 
                ended October 26, 1997, incorporated herein by reference (except 
                for those pages which are specifically 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

</TABLE>

*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.