SECURITIES AND EXCHANGE COMMISSION
      
                            Washington, D.C. 20549
      
                                 FORM 10-QSB
      
              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
      
      
               For the quarterly period ended March 31, 1999
      
                      Commission file number 0-13642
      
      
                       HUDSON'S GRILL OF AMERICA, INC.
               (Name of small business issuer in its charter)
      
      
                              California
               (State or other jurisdiction of incorporation)
      
                              95-3477313
                   (IRS Employer Identification Number)
      
            16970 Dallas Parkway, Suite 402, Dallas, Texas  75248
                  (Address of Principal Executive Offices)
      
      
             Issuer's telephone number, including area code:
                           (972) 931-9237
      

      
           Check whether the issuer (1) filed all reports
      required to be filed by Section 13 or 15(d) of the
      Exchange Act during the past 12 months (or for such
      shorter period that the registrant was required to file
      such reports), and (2) has been subject to such filing
      requirements for the past 90 days.  Yes   X    No
      
              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS
      
           Check whether the registrant filed all documents and
      reports required to be filed by Section 12, 13 or 15(d) of
      the Exchange Act after the distribution of securities
      under a plan confirmed by a court.  Yes        No
      
      
                  APPLICABLE ONLY TO CORPORATE REGISTRANTS
      
           State the number of shares outstanding of each of the
      issuer's classes of common equity, as of the latest
      practicable date. 6,056,986
      
      
      <PAGE>
                          PART I   FINANCIAL INFORMATION

   Item 1.  Financial Statements

                        HUDSON'S GRILL OF AMERICA, INC.

                         CONSOLIDATED BALANCE SHEETS 
                                  (UNAUDITED)


                              ASSETS               
                         
                                          March 31,     January 3,
                                            1999           1999            

CURRENT ASSETS:
  Cash and cash equivalents             $    21,045     $    22,169
  Accounts receivable, net of allowance
    for doubtful accounts of $73,406
    and $62,000 respectively                  5,708           9,992
  Other receivable                            4,877         101,633
  Current portion of notes and leases
    receivable                               60,350          60,350
  Prepaid expenses and other
   receivables                               26,575          26,354   

       Total current assets                 118,555         220,498

PROPERTY AND EQUIPMENT, at cost:
  Leasehold improvements                    294,373         282,877
  Restaurant equipment                      356,357          91,477
  Furniture and fixtures                      5,851           5,851

       Total property and equipment         656,581         380,205

  Less accumulated depreciation
    and amortization                        (34,160)        (13,763)

       Property and equipment, net          622,421         366,442


LONG TERM PORTION OF NOTES
  AND LEASES RECEIVABLE, net of 
  allowance for doubtful accounts
  of $-0- and $-0- respectively             124,945         134,521 

LIQUOR LICENSES, net of 
  accumulated amortization
  of $-0- and $-0- respectively               2,016           3,288
     
OTHER ASSETS                                 16,531          15,981

      Total assets                      $   884,468     $   740,730




                        HUDSON'S GRILL OF AMERICA, INC.

                         CONSOLIDATED BALANCE SHEETS 
                                  (UNAUDITED)


                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  
                                             March 31,    January 3,
                                                1999          1999    


CURRENT LIABILITIES:
  Current portion of long-term debt
    and capital lease obligation            $   36,158     $    8,689
  Accounts payable - trade                     229,539        291,772
  Advances - related parties                    57,150         56,940
  Accrued liabilities                          225,001        196,210

    Total current liabilities                  547,848        553,611

LONG-TERM DEBT AND CAPITAL LEASE 
  OBLIGATION, net of current portion           541,166        258,884

OTHER LONG-TERM LIABILITIES                    114,325        130,654

DEFERRED INCOME                                221,974        231,852

COMMITMENTS AND CONTINGENCIES
   (Note 5)

SHAREHOLDERS' DEFICIT:
  Preferred stock, 5,000,000 
    shares authorized, none 
    issued or outstanding
  Common stock, no par value
     100,000,000 shares authorized
     6,056,986 shares issued and 
     outstanding                             4,456,457      4,456,457
  Accumulated deficit                       (4,997,302)    (4,890,728)
    Total shareholders' equity                (540,845)      (434,271)

    Total liabilities and
      and shareholders' equity              $  884,468     $  740,730





                        HUDSON'S GRILL OF AMERICA, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                           For the three months ended 
                                           March 31,       March 31,
                                             1999            1998     

REVENUES:                              
  Net sales                              $   231,088      $   226,745
  Franchise revenues                          39,988           82,974
  Equipment lease income                       6,849           12,515
  Gain on sales of restaurants                 6,517           11,423
  Other income                                21,864           16,330     

    Total revenues                           306,306          349,987

COSTS AND EXPENSES:
  Cost of sales                              283,484          235,549 
  General and administrative                 104,084          139,014
  Depreciation and amortization               20,448            3,280
    Total costs and expenses                 408,016          377,843

    Income (loss) from operations           (101,710)         (27,856)

OTHER INCOME (EXPENSE):
  Interest expense                            (9,263)
  Interest income                              4,399            7,767
    Total other income (expense)              (4,864)           7,767


INCOME (LOSS) BEFORE INCOME TAXES           (106,574)         (20,089)

Provision for income taxes                                           

NET INCOME (LOSS) AND 
  COMPREHENSIVE INCOME (LOSS)            $  (106,574)     $   (20,089)

INCOME (LOSS) PER SHARE
  Basic and diluted net 
    income (loss) and comprehensive
    income (loss) per share              $    (.0175)     $     (.003)
             



                        HUDSON'S GRILL OF AMERICA, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                            For the nine months ended         
                                   March 31,       March 31,  
                                             1999            1998     

REVENUES:                              
  Net sales                              $   301,441      $   103,890
  Franchising fees from restaurants
    under sales contracts                                      15,573
  Franchise revenues                         212,952          252,463
  Equipment lease income                      45,172           56,139
  Gain on sales of restaurants                36,591           53,165
  Other income                                52,164           51,440     
    Total revenues                           648,320          532,670

COSTS AND EXPENSES:
  Cost of sales                              310,442          116,938
  General and administrative                 368,155          445,584
  Depreciation and amortization                8,324           24,371
    Total costs and expenses                 686,921          586,893 

    Income (loss) from operations            (38,601)         (54,223)

OTHER INCOME (EXPENSE):
  Interest expense                              (251)            (672)
  Interest income                             38,955           61,494
    Total other income (expense)              38,704           60,822


INCOME (LOSS) BEFORE INCOME TAXES                103            6,599 

Provision for income taxes                                           

NET INCOME (LOSS)                        $       103      $     6,599 

INCOME (LOSS) PER SHARE
  Basic and diluted net 
    income (loss) and comprehensive
    income (loss) per share              $    .00001      $     .0007 
             




                        HUDSON'S GRILL OF AMERICA, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOW

                                           For the three months ended         
                                    March 31,       March 31,
                                             1999            1998      

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $ (106,574)    $  (20,089)
  Adjustments to reconcile net income
   (loss) to net cash used by operating
   activities:
     Depreciation and amortization            20,448          3,280
     (Gain) loss on sales and closures
       of restaurants                         (6,517)       (11,424)
  Changes in assets and liabilities:
     Accounts receivable                      89,635          5,129 
     Prepaid expenses and other              (11,755)         1,292 
     Accounts payable                        (62,233)        33,641 
     Accrued liabilities and other            32,922         (1,819)
       Net cash provided (used)
       by operating activities               (44,074)        10,010

CASH FLOWS FROM INVESTING ACTIVITIES:
  Notes receivable principal payments          9,576          7,337
  Leases receivable principal payments                        7,385
  Increase in fixed assets                   (19,552)        (1,922)
      Net cash provided (used) by  
      investing activities                    (9,976)        12,800

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term debt             60,000
     Repayments of long-term debt             (7,073)               
      Net cash provided (used) by  
      financing activities                    52,927                

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                            (1,123)        22,810 

CASH AND CASH EQUIVALENTS, beginning
  of period                                   22,168         42,401

CASH AND CASH EQUIVALENTS, end 
  of period                               $   21,045     $   65,211 

SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid                        $    1,479     $         
     Income taxes paid                    $              $         





                        HUDSON'S GRILL OF AMERICA, INC.

               CONSOLIDATED STATEMENTS OF CASH FLOWS,  continued

SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:


Period ended March 31, 1999
In connection with the acquisition of property and equipment, the company
executed a capital lease agreement for $256,824 and incurred long-term debt
of $256,824.




                     HUDSON'S GRILL OF AMERICA, INC.

                Notes to Consolidated Financial Statements


A.   Basis of Presentation

     Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations, although management believes the disclosures are
adequate to make the information presented not misleading.  These
interim financial statements should be read in conjunction with the
Company's annual report and most recent audited financial statements
included in the report on Form 10-KSB for the year ended 
January 3, 1999, filed with the Securities and Exchange Commission.

     The interim financial information included hereto is unaudited;
however, such information reflects all the adjustments (consisting
solely of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results of operations and
cash flows for the interim periods.  The results of operations for the
three months ended March 31, 1999 are not necessarily indicative of the
results to be expected for the full year.      


      
   Item 2.  Management Discussion and Analysis.
      
     Material changes in the financial condition of the issuer and in
the results of its operations since the end of its last fiscal year and
its results from the comparable period in its last fiscal year include
the following.

     The issuer's other receivables at March 31, 1999 ("Q1") were 
$4,877 as compared to $101,633 at January 3, 1999 ("FYE"). Its
restaurant equipment at Q1 was $356,357 as compared to $91,477 at FYE. 
Equipment increased because of equipment for the January opening of the
Dallas Hudson's Grill.
      
     Accounts payable decreased at Q1 to $229,539 from $291,772 at FYE.
On the other hand, the current portion of long term debt increased to
$36,158 at Q1 from $8,689 at FYE; also accrued liabilities increased at
Q1 to $225,001 from $196,210 at FYE.  Long term debt and capital lease
obligations increased, too, at Q1 to $541,166 from $258,884 at FYE.
These increases primarily are a result of the loans received during the
first quarter to complete, open and operate the Dallas Hudson's Grill
that opened in January 1999.

     Material changes in the results of operations of Q1 compared to the 
first quarter of 1998 ("Q98") include the following.  Net Sales remained
about the same, but cost of sales increased to $283,484 in Q1 from
$235,549 in Q98.  These are a result of losses that have occurred at the
newly opened Dallas location.  Franchising revenues from restaurants
under contract decreased from $82,974 in Q98 to $39,988 in Q1 because of
fewer operating franchises and because some of the franchises have not
been paying their fees.  The Company is pursuing these fees through
litigation.  Thus, income from operations decreased substantially from a
loss of ($27,856) in Q98 to ($101,710) in Q1.
      
     General and administrative expenses dropped somewhat in Q1 to $104,
084 from $139,014 in Q98.  Interest expense increased because of the
loans for the new Dallas restaurant; in Q98 there was no interest
expense, but in Q1 the Company incurred $9,263. 

     The Company incurred a loss of ($106,574) (($.0175) per share) in
Q1 as compared to a loss of ($20,089) (($.003) per share) in Q98.

    The Company does not believe that it will be affected by any Y2K
problems as it concerns computing and administration performed by the
issuer.  The Company may be affected by third parties, however, to an
unknown extent.  Such third party effects include problems with bank
accounts (paying and depositing funds) and with delays in receiving
franchiser fees and payments from franchisees who encounter Y2K
problems. Since the Company does not rely heavily on computer software
and processing to run its business, problems with changing software to
accommodate the year 2000 and years thereafter are not likely to have a
material impact on the Company.


                 PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings.
      
     The registrant incorporates by reference its response in its Form
10-KSB filed with the Securities and Exchange Commission on May 12, 
1999.  The registrant is not aware of any other litigation not already
disclosed in its recently filed SEC Form 10-KSB.

     Item 2.  Changes in Securities.

     There were no changes in securities or in the rights of the holders 
of the registrant's securities during Q1.

     Item 3.  Defaults Upon Senior Securities.

     The registrant does not currently have any senior securities
outstanding.  Consequently, there are no defaults on senior securities.

     Item 4.  Submission of Matters to a Vote of Security Holders.

    There were no matters submitted to a vote of security holders during
Q1.

     Item 5.  Other Information.

     The registrant does not have any material new information that has
not already been disclosed in Forms 8-K and 10-KSB filed since January
1, 1998.

     Item 6.  Exhibits and Reports on Form 8-K.
      
     (a)  Exhibit Index.  Following are the exhibits required under Item
601 of Regulation S-B for Form 10-QSB:

     Item 601
     Exhibit No.   Description                      Page Number
      
     (2)           Plan of Acquisition, Reorgani-
                    zation, Arrangement, Liquida-
                    tion, or Succession              n/a
      
     (4)           Instruments Defining the Rights
                    of Holders Including Indentures  n/a
      
     (6)           No Exhibit Required.              n/a
      
     (11)          Statement Re: Computation of
                    Per Share Earnings               n/a <FN1>
      
     (12)          No Exhibit Required.              n/a
      
     (15)          Letter on Unaudited Interim
                    Financial Information            n/a <FN2>
      
     (18)          Letter on Change in Accounting
                    Principles                       n/a
      
     (19)          Previously Unfiled Documents      n/a
      
     (20)          Reports Furnished to Security
                    Holders                          n/a
      
     (23)          Published Report Regarding
                    Matters Submitted to Vote        n/a
      
     (24)          Consent of Experts and Counsel    n/a
      
     (25)          Power of Attorney                 n/a
      
     (27)          Financial Data Schedule           attached
      
     (28)          Additional Exhibits               n/a
      
      <PAGE>
      
     <FN1>     No explanation of the computation of per share earnings
on both the primary and fully diluted basis is necessary because the 
computation can be clearly determined from the financial statements and 
the notes to the financial statements.

     <FN2>     No reports on unaudited interim financial information
have been prepared by the Company's independent accountants, and
therefore, no letter is required from the Company's independent
accountants.

     (b)  Reports on Form 8-K.  The following reports on Form 8-K were
filed during the quarter ending March 31, 1998, or shortly thereafter:

     1. January 29, 1999.  The Company announced the opening of its
Dallas, Texas, location, which is the first Company owned and operated
location to be built in many years.  It is a free standing unit based on
the Company's most recent design.

     2.  April 23, 1999.  The Company announced the opening of a new
Hudson's Grill in Marquette, Michigan, by Sharfe, L.L.C., a franchisee
that is owned by Frank and Jim Stabile. It is a free standing unit based
on the new design.  The Company also announced the settlement of a
lawsuit involving the Westlake location formerly operated by the
Company.



      
                                 SIGNATURES
      
     In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                 (Registrant)     HUDSON'S GRILL OF AMERICA, INC.
      
      
                                 By: s/s David L. Osborn
                                     David L. Osborn, President
      
      
                                     Date:     May 15, 1999
      
      
      
      elink\filing\10QSB.991