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 September 30, 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

                                        September 30,   January 31,
                                            1999           1999

CURRENT ASSETS:
  Cash and cash equivalents             $    16,795     $    22,169
  Accounts receivable, net of allowance
    for doubtful accounts of $99,180
    and $62,000 respectively                  7,220           9,992
  Other receivable                            5,291         101,633
  Current portion of notes and leases
    receivable                               60,350          60,350
  Prepaid expenses and other
   receivables                               31,558          26,354

       Total current assets                 121,214         220,498

PROPERTY AND EQUIPMENT, at cost:
  Leasehold improvements                    294,550         282,877
  Restaurant equipment                      359,285          91,477
  Furniture and fixtures                      5,851           5,851

       Total property and equipment         659,686         380,205

  Less accumulated depreciation
    and amortization                        (74,954)        (13,763)

       Property and equipment, net          584,732         366,442


LONG TERM PORTION OF NOTES
  AND LEASES RECEIVABLE, net of
  allowance for doubtful accounts
  of $-0- and $-0- respectively             100,072         134,521

LIQUOR LICENSES, net of
  accumulated amortization
  of $-0- and $-0- respectively                               3,288

OTHER ASSETS                                 16,429          15,981

      Total assets                      $   822,447     $   740,730


                    HUDSON'S GRILL OF AMERICA, INC.

                     CONSOLIDATED BALANCE SHEETS
                              (UNAUDITED)


                  LIABILITIES AND SHAREHOLDERS' EQUITY

                                           September 30,   January 3,
                                                1999          1999


CURRENT LIABILITIES:
  Current portion of long-term debt
    and capital lease obligation            $   57,879     $    8,689
  Accounts payable - trade                     247,462        291,772
  Advances - related parties                    59,124         56,940
  Accrued liabilities                          280,187        196,210

    Total current liabilities                  644,652        553,611

LONG-TERM DEBT AND CAPITAL LEASE
  OBLIGATION, net of current portion           550,795        258,884

OTHER LONG-TERM LIABILITIES                     81,665        130,654

DEFERRED INCOME                                198,327        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                       (5,109,449)    (4,890,728)
    Total shareholders' equity                (652,992)      (434,271)

    Total liabilities and
      and shareholders' equity              $  822,447     $  740,730








                    HUDSON'S GRILL OF AMERICA, INC.

                 CONSOLIDATED STATEMENTS OF OPERATIONS
                           AND COMPREHENSIVE INCOME
                              (UNAUDITED)

                                           For the three months ended
                                         September 30,   September 30,
                                             1999            1998

REVENUES:
  Net sales                              $   233,332      $
  Franchise revenues                          66,388           68,760
  Equipment lease income                       7,084           12,109
  Gain on sales of restaurants                 6,853            4,223
  Other income                                16,330           18,335

    Total revenues                           329,987          103,427

COSTS AND EXPENSES:
  Cost of sales                              225,241               11
  General and administrative                 120,392          112,954
  Depreciation and amortization               20,449            1,984
    Total costs and expenses                 366,082          114,949

    Income (loss) from operations            (36,095)         (11,522)

OTHER INCOME (EXPENSE):
  Interest expense                           (20,166)
  Interest income                              3,668           15,028
    Total other income (expense)             (16,498)          15,028


INCOME (LOSS) BEFORE INCOME TAXES            (52,593)           3,506

Provision for income taxes

NET INCOME (LOSS) AND
  COMPREHENSIVE INCOME (LOSS)            $   (52,593)     $     3,506

INCOME (LOSS) PER SHARE
  Basic and diluted net
    income (loss) and comprehensive
    income (loss) per share              $   (.00868)     $     .0003








                    HUDSON'S GRILL OF AMERICA, INC.

                 CONSOLIDATED STATEMENTS OF OPERATIONS
                           AND COMPREHENSIVE INCOME
                              (UNAUDITED)

                                           For the nine months ended
                                         September 30,   September 30,
                                             1999            1998

REVENUES:
  Net sales                              $   727,085      $   301,441
  Franchise revenues                         168,746          212,952
  Equipment lease income                      21,360           45,172
  Gain on sales of restaurants                23,443           36,591
  Other income                                58,833           52,164

    Total revenues                           999,467          648,320

COSTS AND EXPENSES:
  Cost of sales                              751,316          310,442
  General and administrative                 368,044          368,155
  Depreciation and amortization               61,344            8,324
    Total costs and expenses               1,180,704          686,921

    Income (loss) from operations           (181,237)         (38,601)

OTHER INCOME (EXPENSE):
  Interest expense                           (49,585)            (251)
  Interest income                             12,102           38,955
    Total other income (expense)             (37,483)          38,704


INCOME (LOSS) BEFORE INCOME TAXES           (218,720)             103

Provision for income taxes

NET INCOME (LOSS) AND
  COMPREHENSIVE INCOME (LOSS)            $  (218,720)     $       103

INCOME (LOSS) PER SHARE
  Basic and diluted net
    income (loss) and comprehensive
    income (loss) per share              $   (.03611)     $    .00001








                    HUDSON'S GRILL OF AMERICA, INC.

                 CONSOLIDATED STATEMENTS OF CASH FLOW


                                          For the nine months ended
                                         September 30,   September 30,
                                             1999            1998

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $ (218,720)    $      103
  Adjustments to reconcile net income
   (loss) to net cash used by operating
   activities:
     Depreciation and amortization            61,343          8,324
     (Gain) loss on sales and closures
       of restaurants                        (23,443)       (36,591)
  Changes in assets and liabilities:
     Accounts receivable                      61,935        (19,273)
     Prepaid expenses and other              (22,686)        (4,947)
     Accounts payable                        (24,309)        32,770
     Accrued liabilities and other            92,897         (5,534)
       Net cash provided (used)
       by operating activities               (72,983)       (25,148)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net proceeds from sale of assets                           20,120
  Notes receivable principal payments         34,449         31,712
  Leases receivable principal payments                       37,148
  Increase in fixed assets                   (22,657)      (126,016)
      Net cash provided (used) by
      investing activities                    11,792        (37,036)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term debt             71,000        100,000
     Repayments of long-term debt            (15,183)
      Net cash provided (used) by
      financing activities                    55,817        100,000

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                            (5,374)        37,816

CASH AND CASH EQUIVALENTS, beginning
  of period                                   22,169         42,401

CASH AND CASH EQUIVALENTS, end
  of period                               $   16,795     $   80,217

SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid                        $    8,218     $      251
     Income taxes paid                    $              $




                    HUDSON'S GRILL OF AMERICA, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS,  continued

              SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:


Period ended September 30, 1999

In connection with the payment of an existing liability, the company
incurred a long-term debt of $28,460.

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.


Period ended September 30, 1998

The Company sold the restaurant located in Carrollton, TX.  No notes
receivable or lease receivable was generated with this sale.




                 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 nine months ended September 30, 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 September 30, 1999 ("Q3")
were  $5,291 as compared to $101,633 at January 3, 1999 ("FYE"). Its
restaurant equipment at Q3 was $359,285 as compared to $91,477 at
FYE.  Equipment increased because of equipment for the January
opening of the Dallas Hudson's Grill.  Accumulated depreciation
accordingly increased at Q3 to $74,954 from $13,763 at FYE.

     Trade accounts payable decreased at Q3 to $247,462 from
$291,772 at FYE. On the other hand, the current portion of long term
debt increased to $57,879 at Q3 from $8,689 at FYE; also accrued
liabilities increased at Q3 to $280,187 from $196,210 at FYE.  Long
term debt and capital lease obligations increased, too, at Q3 to
$550,795 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 in Dallas that opened in
January 1999. On the other hand, the other long term liabilities
decreased at Q3 to $81,665 from $130,654 at FYE.

     Material changes in the results of operations of Q3 compared to
the  second quarter of 1998 ("Q98") include the following.  Net
sales increased in Q3 to $233,665 from $0 in Q98 as a result of the
newly opened Dallas location. As a consequent, cost of sales
increased to $225,241 in Q3 from $11 in Q98. Franchising revenues
from restaurants decreased slightly from $68,760 in Q98 to $66,388
in Q3.  Depreciation increased in Q3 to $20,166 from $1,984 in Q98
because of the increased equipment at the Dallas location.  Thus,
income from operations decreased substantially from a loss of
($11,522) in Q98 to a loss of ($36,095) in Q3.

     General and administrative expenses increased in Q3 to $120,392
from $112,954 in Q98.  Interest expense increased because of the
loans for the new Dallas restaurant; in Q98 there was $0 in interest
expense, but in Q3 the Company incurred $20,166. Interest income
likewise dropped from $15,028 in Q98 to $3,668 in Q3.

     Thus, the Company incurred a loss of ($52,593) (($.0087) per
share) in Q3 as compared to a gain of $3,506 ($.0003 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 Pearlstein case has been dismissed. Additionally,
the Company received a copy of a lawsuit that had been filed in
California against it by Michael Miller and Ralph Norwood, current
franchisees of the Company, alleging breaches of their franchise
agreement.  The Company believes the lawsuit was filed in an attempt
to defend against a judgment that the Company has obtained in Texas
against the franchisees.  Mr. Miller has since filed personal
bankruptcy, and the registrant is unsure what impact that will have
on the lawsuit.  The Texas judgment currently is being collected in
California against the franchisee; however, at this time, the
Company is unsure what it will collect, if anything, on its judgment
against the franchisee.  The registrant also has been served with a
lawsuit stemming from the closure of the Lancaster, California
location by the franchisee that operated at that location.  The
registrant feels that the lawsuit is without merit since it offered
to operate that location, but was turned down by the landlord.  The
registrant believes that it will be served with a lawsuit from the
landlord of the Pomona, California location of a previous
franchisee.  The Whittier lease lawsuit also continues, without any
real possibility of settlement.

     Item 2.  Changes in Securities.

     There were no changes in securities or in the rights of the
holders  of the registrant's securities during Q3.  Since the end of
Q3, the directors decided to issue 600,000 shares to David Osborn,
Clifford Osborn, and Robert Fischer, in exchange for some debt
reduction.

     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 Q3.

     Item 5.  Other Information.

     The registrant does not have any material new information that
has not already been disclosed in Forms 8-K, 10-QSB and 10-KSB filed
since April 1, 1999, other than it plans to sell its Dallas Hudson's
Grill because of its poor performance; it hopes to find a buyer by
the end of the year and hopes to spin off the Hudson's Grill
International, Inc., subsidiary in the early part of 2000.

     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 September 30, 1999, or shortly
thereafter: none.




                                 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:     November 19, 1999



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