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 June 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

<PAGE>
HUDSON'S GRILL OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS
     (UNAUDITED)


                            ASSETS

                                          June 30,      January 3,
                                            1999           1999

CURRENT ASSETS:
  Cash and cash equivalents             $    27,613     $    22,169
  Accounts receivable, net of allowance
    for doubtful accounts of $87,185
    and $62,000 respectively                  7,777           9,992
  Other receivable                            6,866         101,633
  Current portion of notes and leases
    receivable                               60,350          60,350
  Prepaid expenses and other
   receivables                               25,875          26,354

       Total current assets                 128,481         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                        (54,557)        (13,763)

       Property and equipment, net          605,129         366,442


LONG TERM PORTION OF NOTES
  AND LEASES RECEIVABLE, net of
  allowance for doubtful accounts
  of $-0- and $-0- respectively             110,142         134,521

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

OTHER ASSETS                                 16,480          15,981

      Total assets                      $   860,232     $   740,730

HUDSON'S GRILL OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS
     (UNAUDITED)


                  LIABILITIES AND SHAREHOLDERS' EQUITY

                                             June 30,     January 3,
                                                1999          1999


CURRENT LIABILITIES:
  Current portion of long-term debt
    and capital lease obligation            $   45,384     $    8,689
  Accounts payable - trade                     234,107        291,772
  Advances - related parties                    46,982         56,940
  Accrued liabilities                          260,018        196,210

    Total current liabilities                  586,491        553,611

LONG-TERM DEBT AND CAPITAL LEASE
  OBLIGATION, net of current portion           567,604        258,884

OTHER LONG-TERM LIABILITIES                     97,995        130,654

DEFERRED INCOME                                208,540        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                       (5,056,855)    (4,890,728)
    Total shareholders' equity                (600,398)      (434,271)

    Total liabilities and
      and shareholders' equity              $  860,232     $  740,730







HUDSON'S GRILL OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
                          AND COMPREHENSIVE INCOME
     (UNAUDITED)

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

REVENUES:
  Net sales                              $   262,665      $    74,696
  Franchise revenues                          62,370           61,218
  Equipment lease income                       7,427           20,548
  Gain on sales of restaurants                10,073           20,945
  Other income                                20,639           17,499

    Total revenues                           363,174          194,906

COSTS AND EXPENSES:
  Cost of sales                              242,591           74,882
  General and administrative                 143,568          116,187
  Depreciation and amortization               20,447            3,060
    Total costs and expenses                 406,606          194,129

    Income (loss) from operations            (43,432)             777

OTHER INCOME (EXPENSE):
  Interest expense                           (20,156)            (251)
  Interest income                              4,035           16,160
    Total other income (expense)             (16,121)          15,909


INCOME (LOSS) BEFORE INCOME TAXES            (59,553)          16,686

Provision for income taxes

NET INCOME (LOSS) AND
  COMPREHENSIVE INCOME (LOSS)            $   (59,553)     $    16,686

INCOME (LOSS) PER SHARE
  Basic and diluted net
    income (loss) and comprehensive
    income (loss) per share              $    (.0098)     $     .0017







HUDSON'S GRILL OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
                          AND COMPREHENSIVE INCOME
     (UNAUDITED)

                                           For the six months ended
                                           June 30,        June 30,
                                             1999            1998

REVENUES:
  Net sales                              $   493,753      $   301,441
  Franchise revenues                         102,358          144,192
  Equipment lease income                      14,276           33,063
  Gain on sales of restaurants                16,590           32,368
  Other income                                42,503           33,829

    Total revenues                           669,480          544,893

COSTS AND EXPENSES:
  Cost of sales                              526,075          310,431
  General and administrative                 247,652          255,201
  Depreciation and amortization               40,895            6,340
    Total costs and expenses                 814,622          571,972

    Income (loss) from operations           (145,142)         (27,079)

OTHER INCOME (EXPENSE):
  Interest expense                           (29,419)            (251)
  Interest income                              8,434           23,927
    Total other income (expense)             (20,985)          23,676


INCOME (LOSS) BEFORE INCOME TAXES           (166,127)          (3,403)

Provision for income taxes

NET INCOME (LOSS) AND
  COMPREHENSIVE INCOME (LOSS)            $  (166,127)     $    (3,403)

INCOME (LOSS) PER SHARE
  Basic and diluted net
    income (loss) and comprehensive
    income (loss) per share              $    (.0274)     $    (.0006)







HUDSON'S GRILL OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

                                           For the six months ended
                                            June 30,        June 30,
                                             1999            1998

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $ (166,127)    $   (3,403)
  Adjustments to reconcile net income
   (loss) to net cash used by operating
   activities:
     Depreciation and amortization            40,895          6,218
     (Gain) loss on sales and closures
       of restaurants                        (16,590)       (28,443)
  Changes in assets and liabilities:
     Accounts receivable                      71,799       (100,549)
     Prepaid expenses and other              (12,454)        (3,226)
     Accounts payable                        (37,664)       103,319
     Accrued liabilities and other            63,734        (34,020)
       Net cash provided (used)
       by operating activities               (56,407)       (60,104)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net proceeds from sale of assets                            9,000
  Notes receivable principal payments         24,379         18,110
  Leases receivable principal payments                       26,994
  Increase in fixed assets                   (22,657)       (10,171)
      Net cash provided (used) by
      investing activities                     1,722         43,933

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term debt             71,000
     Repayments of long-term debt            (10,870)
      Net cash provided (used) by
      financing activities                    60,130

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                             5,445        (16,171)

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

CASH AND CASH EQUIVALENTS, end
  of period                               $   27,613     $   26,230

SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid                        $    4,714     $      251
     Income taxes paid                    $              $





HUDSON'S GRILL OF AMERICA, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS,  continued

             SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:


Period ended June 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 June 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
six months ended June 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 June 30, 1999 ("Q2") were  $6,866
as compared to $101,633 at January 3, 1999 ("FYE"). Its restaurant
equipment at Q2 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 Q2 to
$54,557 from $13,763 at FYE.

     Trade accounts payable decreased at Q2 to $234,107 from $291,772 at
FYE. On the other hand, the current portion of long term debt increased
to $45,384 at Q2 from $8,689 at FYE; also accrued liabilities increased
at Q2 to $260,018 from $196,210 at FYE.  Long term debt and capital
lease obligations increased, too, at Q2 to $567,604 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 Q2 to $97,995 from $130,654 at FYE.

     Material changes in the results of operations of Q2 compared to the
second quarter of 1998 ("Q98") include the following.  Net sales
increased in Q2 to $262,665 from $74,696 in Q98 as a result of the newly
opened Dallas location. Cost of sales increased to $242,591 in Q2 from
$74,882 in Q98. Franchising revenues from restaurants under contract
increased slightly from $61,218 in Q98 to $62,370 in Q2.  Depreciation
increased in Q2 to $20,447 from $3,060 in Q98 because of the increased
equipment at the Dallas location.  Thus, income from operations
decreased substantially from a gain of $777 in Q98 to a loss of
($43,432) in Q2.

     General and administrative expenses increased in Q2 to $143,568
from $116,187 in Q98.  Interest expense increased because of the loans
for the new Dallas restaurant; in Q98 there was $251 in interest
expense, but in Q2 the Company incurred $20,156. Interest income
likewise dropped.

     Thus, the Company incurred a loss of ($59,553) (($.0098) per share)
in Q2 as compared to a gain of $16,686 ($.0017 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.  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 lawsuit has not been served properly on the Company, and
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.  The Texas judgment currently is being collected in
California against the franchisees; however, at this time, the Company
believes that an amicable settlement ultimately can be made with the
franchisees.

     Item 2.  Changes in Securities.

     There were no changes in securities or in the rights of the holders
of the registrant's securities during Q2.

     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
Q2 except the election of directors and the ratification of the
selection of the Company's auditors.

     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 April 1,
1999.

     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 June 30, 1999, or shortly thereafter:

        1.  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:     August 16, 1999



      elink\filing\10QSB.992