<PAGE>
                                    FORM 10-Q

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

For Quarter Ended      May 12, 2002           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
                                                  -----------------------------

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
                                              -----------         -------------


As of the close of the period covered by this report, the registrant had
outstanding 2,310,022 common shares, $0.10 par value.


<PAGE>


                         PART I - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS
                         MAX & ERMA'S RESTAURANTS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                    May 12,
                                                                                     2002          October 28,
                                                                                  (Unaudited)         2001
                                                                                  ------------    ------------
                                   ASSETS
                                   ------

<S>                                                                               <C>             <C>
Current Assets:
Cash                                                                              $  2,556,721    $  2,350,828
Inventories                                                                          1,008,738       1,032,202
Other Current Assets                                                                 2,174,634       1,845,585
                                                                                  ------------    ------------
Total Current Assets                                                                 5,740,093       5,228,615

Property - At Cost:                                                                 77,147,901      71,018,539
Less Accumulated Depreciation and Amortization                                      30,885,446      28,215,548
                                                                                  ------------    ------------
Property - Net                                                                      46,262,455      42,802,991

Other Assets                                                                         7,611,125       6,901,361
                                                                                  ------------    ------------
Total                                                                             $ 59,613,673    $ 54,932,967
                                                                                  ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
Current Maturities of Long-Term Obligations                                       $  2,551,049    $  3,962,907
Accounts Payable                                                                     3,287,504       3,826,227
Accrued Payroll and Related Taxes                                                    2,875,287       2,259,361
Accrued Liabilities                                                                  3,305,137       3,454,633
                                                                                  ------------    ------------
Total Current Liabilities                                                           12,018,977      13,503,128

Long-Term Obligations - Less Current Maturities                                     37,920,103      32,227,965

Stockholders' Equity:
Preferred Stock - $.10 Par Value;
   Authorized 500,000 Shares - none outstanding
Common Stock - $.10 Par Value;
   Authorized 5,000,000 Shares,
   Issued and Outstanding 2,310,022 Shares
   at 5/12/02 and 2,407,766 Shares at 10/28/01                                         231,002         240,777
Accumulated Other Comprehensive Loss                                                  (659,660)       (953,550)
Retained Earnings                                                                   10,103,251       9,914,647
                                                                                  ------------    ------------
Total Stockholders' Equity                                                           9,674,593       9,201,874
                                                                                  ------------    ------------
Total                                                                             $ 59,613,673    $ 54,932,967
                                                                                  ============    ============
</TABLE>



(See notes to interim unaudited condensed consolidated financial statements)




                                                                               1
<PAGE>


                         MAX & ERMA'S RESTAURANTS, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                  Twelve Weeks Ended       Twenty-eight Weeks Ended
                                  -------------------      ------------------------
                                  May 12,       May 13,       May 12,      May 13,
                                   2002          2001          2002         2001
                               -----------   -----------   -----------   -----------

<S>                            <C>           <C>           <C>           <C>
REVENUES:                      $35,785,061   $32,645,933   $80,279,643   $75,625,194

COSTS AND EXPENSES:
Costs of Goods Sold              8,870,623     8,244,907    19,904,162    19,073,899
Payroll and Benefits            11,589,189    10,451,838    25,878,722    24,330,261
Other Operating Expenses        10,485,564     9,937,729    24,290,139    23,187,005
Pre-Opening Expenses                68,494        86,708       255,928       293,000
Administrative Expenses          3,000,185     2,419,603     6,415,267     5,490,253
                               -----------   -----------   -----------   -----------
Total Operating Expenses        34,014,055    31,140,785    76,744,218    72,374,418
                               -----------   -----------   -----------   -----------
Operating Income                 1,771,006     1,505,148     3,535,425     3,250,776
Interest Expense                   535,213       616,334     1,169,858     1,473,482
Minority Interest in Income
  of Affiliated Partnerships        19,252        13,927        38,503        26,684
                               -----------   -----------   -----------   -----------

INCOME BEFORE INCOME TAXES       1,216,541       874,887     2,327,064     1,750,610
INCOME TAXES                       353,000       230,000       645,000       476,000
                               -----------   -----------   -----------   -----------
NET INCOME                     $   863,541   $   644,887   $ 1,682,064   $ 1,274,610
                               ===========   ===========   ===========   ===========

NET INCOME PER SHARE:
   Basic                       $      0.37   $      0.27   $      0.72   $      0.53
                               ===========   ===========   ===========   ===========
   Diluted                     $      0.34   $      0.26   $      0.65   $      0.50
                               ===========   ===========   ===========   ===========

SHARES OUTSTANDING:
   Basic                         2,310,402     2,382,132     2,344,552     2,399,768
                               ===========   ===========   ===========   ===========
   Diluted                       2,569,453     2,521,347     2,603,646     2,531,809
                               ===========   ===========   ===========   ===========
</TABLE>

       (See notes to interim condensed consolidated financial statements)



                                                                               2
<PAGE>


                         MAX & ERMA'S RESTAURANTS, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Twenty-eight Weeks Ended
                                                                   ------------------------
                                                                    May 12,         May 13,
                                                                     2002            2001
                                                                 ------------    ------------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                       $  1,682,064    $  1,274,610
Depreciation and amortization                                       2,950,823       3,063,255
Loss on Disposition of Assets                                          53,249         133,983
Minority interest in income of Affiliated Partnerships                 38,503          26,684
Changes in other assets and liabilities                              (516,274)       (728,040)
                                                                 ------------    ------------
Net cash provided by operating activities                           4,208,365       3,770,492
                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                                 (6,951,340)     (8,524,173)
Proceeds from sale of assets                                            2,300       2,509,297
Decrease (increase) in other assets                                   (80,297)        109,111
                                                                 ------------    ------------
Net cash used by investing activities                              (7,029,337)     (5,905,765)
                                                                 ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under long-term obligations                    (29,352,280)    (27,052,120)
Proceeds from long-term obligations                                34,081,021      29,194,543
Proceeds from sale of stock                                           144,681          56,562
Purchase of common stock                                           (1,716,515)       (491,144)
Debt issue costs                                                      (91,539)
Distributions to minority interests in Affiliated Partnerships        (38,503)
                                                                 ------------    ------------
Net cash provided by financing activities                           3,026,865       1,707,841
                                                                 ------------    ------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                       205,893        (427,432)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                         2,350,828       2,761,842
                                                                 ------------    ------------

CASH AND EQUIVALENTS AT END OF PERIOD                            $  2,556,721    $  2,334,410
                                                                 ============    ============


SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:

  Interest                                                       $  1,157,318    $  2,180,981
  Income taxes                                                   $    991,587    $    228,019
Non-cash activities:
  Property additions financed by accounts payable                $    626,224    $    337,176
</TABLE>



   (See notes to interim unaudited condensed consolidated financial statements)



                                                                               3
<PAGE>


                         MAX & ERMA'S RESTAURANTS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.       Presentation
         ------------

         The accompanying unaudited condensed financial statements have been
         prepared in accordance with the instructions to Form 10-Q and include
         all of the information and disclosures required by accounting
         principles generally accepted in the United States of America for
         interim reporting, which are less than those required for annual
         reporting. In the opinion of management, all adjustments, consisting of
         only normal recurring accruals, considered necessary for a fair
         presentation have been included. Other than the adoption of SFAS No.
         142, there have been no changes in the Company's critical accounting
         policies.

         The Company and its Affiliated Partnership each have a 52-53 week
         fiscal year, which ends on the last Sunday in October. Fiscal 2001 and
         2002 each consist of 52 weeks and include one sixteen-week and three
         twelve-week quarters.

2.       Recently Issued Financial Accounting Standards
         ----------------------------------------------

         Effective October 29, 2001, the Company adopted Financial Accounting
         Standards Board (FASB) Statement No. 141, "Business Combinations," and
         SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
         requires that the purchase method of accounting be used for all
         business combinations initiated after June 30, 2001. The adoption of
         this statement did not have a material impact on its consolidated
         financial statements. SFAS No. 142 changes the accounting for goodwill
         and certain other intangible assets from an amortization method to an
         impairment only approach. Due to the adoption of SFAS No. 142, the
         Company does not amortize goodwill. The total net book value of
         goodwill at May 12, 2002 was $62,073. Amortization expense related to
         goodwill in the second quarter of fiscal 2001 and for the year-to-date
         2001 period was $7,162 and $16,712, respectively. Additionally, certain
         intangible assets that were previously amortized and deemed to have an
         indefinite life are no longer amortized. These intangibles had a net
         book value of $1,060,511 as of May 12, 2002. Amortization expense
         related to these intangible assets in the second quarter of fiscal 2001
         and for the year-to-date period was $5,643 and $13,189, respectively.
         Management has performed an analysis on the remaining intangibles and
         has concluded that there is not an impairment of such assets.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for
         Impairment or Disposal of Long-Lived Assets." While this statement
         supercedes SFAS No. 121, "Accounting for Impairment of Long-Lived
         Assets to Be Disposed Of," it retains the fundamental provisions of
         SFAS No. 121 for recognition and impairments of assets to be held and
         used, and assets to be disposed of by sale. The adoption of this
         statement, as of October 29, 2001, did not have a material impact on
         its consolidated financial statements.

         SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections, "will be
         effective for fiscal years beginning after



                                                                               4
<PAGE>

         May 15, 2002 (October 28, 2002 for the Company). The standard rescinds
         FASB Statements No. 4 and 64 that deal with issues relating to the
         extinguishment of debt. The standard also rescinds FASB Statement No.
         44 that deals with intangible assets of motor carriers. The standard
         modifies SFAS No. 13, "Accounting for Leases," so that certain capital
         lease modifications must be accounted for by lessees as sale-leaseback
         transactions. Additionally, the standard identifies amendments that
         should have been made to previously existing pronouncements and
         formally amends the appropriate pronouncements. The adoption of SFAS
         No. 145 will not have a significant effect on the Company's results of
         operations or its financial position.

3.       Amended Bank Loan Agreement
         ---------------------------

         During the second quarter of 2002 the Company amended its bank loan
         agreement. Under the amended agreement two term notes totaling $23.0
         million were combined into one note with the combined principal
         amortization reduced from $1.0 million per quarter to $600,000 per
         quarter. Under the amended agreement the Company's revolving credit
         line remained at $12.8 million.



                                                                               5
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL  CONDITION AND RESULTS OF OPERATIONS
         ---------  -----------------------------------

REVENUES
--------

         Revenues for the second quarter of 2002 increased $3,139,000 or 10%
from the second quarter of 2001. The increase was a result of i) the opening of
one Max & Erma's restaurant during the second half of 2001, ii) the opening of
three Max & Erma's restaurants during the first half of 2002 and, iii) an
increase of $536,000 or 1.8% in same-store sales for restaurants opened at least
18 months.

         Year-to-date revenues increased $4,655,000 or 6% from 2001 to 2002. The
increase was a result of i) the opening of five Max & Erma's restaurants during
2001, ii) the opening of three Max & Erma's restaurants during the first half of
2002 and, iii) a year-to-date increase of $976,000 or 1.5% in same-store sales.

         The same-store sales increases were a result of price increases of
approximately 2% over last year and offset the loss of sales due to the
elimination of coupon discounting, particularly during the first quarter of
2002. The second quarter of 2002 was the twelfth consecutive quarter of positive
same-store sales. With an overall average guest check under $11.00, management
believes the Company's restaurants offer a very good value, even in a depressed
economy, and believes that same-store sales should remain positive the remainder
of the year.

         The Company expects to open three additional restaurants during the
remainder of 2002. All three restaurants were under construction at the end of
the second quarter. The Company expects to open six to seven restaurants during
2003. At the end of the second quarter five of the locations planned for 2003
were under contract to purchase or lease.

         The Company also expects increased franchise fees and royalties in
2002. During the first half of 2002 two franchised locations opened in
Wilmington, Ohio and St. Louis, Missouri, increasing the number of franchised
locations to eleven. The Company anticipates the opening of two additional
franchised restaurants during the remainder of 2002. At the end of the second
quarter of 2002 a franchised restaurant was under construction in Evansville,
Indiana. Multi-store franchise development agreements have been signed for St.
Louis, Milwaukee-Green Bay and Philadelphia.

COSTS AND EXPENSES
------------------

         Cost of goods sold, as a percentage of revenues, decreased from 25.3%
for the second quarter of 2001 to 24.8% for the second quarter of 2002.
Year-to-date cost of goods sold, as a percentage of revenues, decreased from
25.2% for 2001 to 24.8% for 2002. The decrease was primarily a result of an
approximate 2% menu price increase over last year, as most inventory costs
remained relatively stable.

         Payroll and benefits, as a percentage of revenues, increased from 32.0%
for the second quarter of 2001 to 32.4% for the second quarter of 2002.
Year-to-date payroll and benefits, as a percentage of revenues, remained
constant at 32.2% for both 2001 and 2002. The increase for the quarter was a
result of


                                       6
<PAGE>

an increase of 0.5%, as a percentage of revenues, primarily health insurance
expense. On a year-to-date basis this increase offset a half-percentage point
decline in payroll expense.

         Other operating expenses, as a percentage of revenues, decreased from
30.4% for the second quarter of 2001 to 29.3% for the second quarter of 2002.
Year-to-date other operating expenses, as a percentage of revenues, decreased
from 30.7% for 2001 to 30.3% for 2002. The decrease was a result of reduced
advertising expense and utility costs, particularly during the second quarter of
2002. These decreases offset a year-to-date increase in occupancy costs.
Occupancy costs during the second quarter of 2002 were relatively steady with
the second quarter of 2001 and thus the overall decline in operating expenses,
as a percentage of revenues, was greater during the second quarter.

         Pre-opening expenses, as a percentage of revenues, declined slightly
from 0.3% for the second quarter of 2001 to 0.2% for the second quarter of 2002.
Year-to-date pre-opening expenses, as a percentage of revenues, experienced a
similar decline from 0.4% for 2001 to 0.3% for 2002. The decrease was a result
of one less restaurant opening in 2002.

ADMINISTRATIVE EXPENSES
-----------------------

         Administrative expenses, as a percentage of revenues, increased from
7.4% for the second quarter of 2001 to 8.3% for the second quarter of 2002.
Year-to-date administrative expenses, as a percentage of revenues, increased
from 7.3% for 2001 to 8.0% for 2002. In dollar terms administrative expenses
increased 24% and 17% for the quarter and year-to-date periods, respectively.
The increases were due to a percentage increase in dollars of expense which was
greater than the increase in revenues. The dollar increase was due to raises for
corporate personnel and significantly higher performance-based bonus expense
related to 2002's operating results. Excluding bonus expense, administrative
expenses increased 9% from 2001 to 2002, which was approximately equal to the
quarter and year-to-date percentage increase in revenues.

INTEREST EXPENSE
----------------

         Interest expense decreased 13% and 21%, respectively, from the second
quarter and year-to-date periods of 2001 to 2002 due to declining interest
rates. At May 12, 2002, the interest rate under the Company's revolving credit
line was 5.0% as compared to 8.25% at May 13, 2001. Through the use of an
interest rate swap the interest rate on a major portion of a term note is
essentially fixed at approximately 9.5%. The interest rate on approximately 35%
of the note's balance declined from 8.25% at May 13, 2001 to 5.0% at May 12,
2002. Total interest-bearing debt (term note and revolving credit line)
increased from $30.8 million at May 13, 2001 to $32.9 million at May 12, 2002.
The Company expects to close on the sale and lease-back of two restaurant
properties during the third quarter of 2002. Net proceeds of approximately $5.0
million will be used to reduce borrowings under the Company's revolving credit
line. The Company capitalized $197,000 and $214,000 of construction period
interest during the first 28 weeks of 2002 and 2001, respectively.


                                                                               7
<PAGE>

INCOME TAXES
------------

         The Company's effective tax rate increased slightly from 27.2% for the
first 28 weeks of 2001 to 27.7% for the first 28 weeks of 2002. Due to the
amount of FICA tax on tips credit earned by the Company, its effective tax rate
should remain approximately 28% for the remainder of 2002. At higher levels of
pre-tax income the credits could have a lesser affect on reducing the Company's
effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         The Company's working capital ratio increased from .4 to 1 at October
28, 2001 to .5 to 1 at May 12, 2002. Historically, the Company has been able to
operate with a working capital deficiency because 1) restaurant operations are
primarily conducted on a cash basis, 2) high turnover (about once every 10 days)
permits a limited investment in inventory, and 3) trade payables for food
purchases usually become due after receipt of cash from the related sales.

         During the first 28 weeks of 2002, the Company expended approximately
$6,951,000 for property additions, $29,352,000 to reduce long-term obligations
and $1,717,000 to repurchase approximately 128,000 shares of its common stock
and increased cash $206,000. Funds for such expenditures were provided primarily
by $34,081,000 from proceeds of long-term obligations and $4,048,000 from
operations. The Company routinely draws down and repays balances under its
revolving credit agreement, the gross amounts of which are included in the above
numbers.

         The Company intends to open three additional Max & Erma's restaurants
during the remainder of 2002 and six to seven restaurants during fiscal 2003. At
May 12, 2002, the Company was contractually committed to the purchase or lease
of eight sites, three of which were under construction. Two additional sites had
been approved and were in some stage of negotiations.

         The estimated cost to complete the eight restaurants that the Company
is contractually committed to is approximately $15.0 million as of May 12, 2002.
Funding for new restaurants is expected to be provided by cash flow from
operations, the sale-leaseback of real estate, equipment leasing and the
Company's revolving credit line. At May 12, 2002, the Company had approximately
$3.5 million available under its $12.8 million revolving credit line,
approximately $10.3 million available under sale-leaseback commitments for four
properties and approximately $2.0 million available under equipment lease
commitments. During the second quarter of 2002 the Company amended its bank loan
agreement. Under the amended agreement two term notes totaling $23.0 million
were combined into one note with the combined principal amortization reduced
from $1.0 million per quarter to $600,000 per quarter. Under the amended
agreement the Company's revolving credit line remained at $12.8 million.

         The Company has authorized the repurchase of 250,000 shares of its
common stock from October 31, 2001 to October 31, 2002. At May 12, 2002,
approximately 124,000 shares remain available for repurchase under the
authorization. Funds for the repurchase of common stock will be provided by cash
from operations and the Company's revolving credit line.


                                                                               8
<PAGE>

SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
----------------------------------------

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended. The words "plan,"
"anticipate," "believe," "expect," "estimate," and "project" and similar words
and expressions identify forward-looking statements which speak only as of the
date hereof. Forward-looking statements in this MD&A include statements
regarding the value of the Company's menu offerings (paragraph 3), the
expectation of positive same-store sales (paragraph 3), increased franchise fees
and royalties (paragraph 5), the opening of franchised restaurants (paragraph
5), the expected effective tax rate for 2002 (paragraph 12), expected new
restaurants openings in 2002 and 2003 (paragraphs 4 and 15), the costs to
complete new restaurants (paragraph 16), the source and availability of funds
for the completion of new restaurants (paragraph 16), and the source and
availability of funds for the repurchase of common stock (paragraph 17).

         Investors are cautioned that forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
historical or anticipated results due to many factors, including, but not
limited to, the Company's ability to open or franchise new restaurants as
planned, changes in competition in markets where the Company operates
restaurants, the availability of restaurant workers, the Company's ability to
control administrative expenses, changes in interest rates, changes in cash
flows from operations, the availability of real estate for purchase or lease,
and other risks, uncertainties and factors described in the Company's most
recent Annual Report on Form 10-K and other filings from time to time with the
Securities and Exchange Commission. The Company undertakes no obligation to
publicly update or revise any forward-looking statements.

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

         The Company's primary market risk results from fluctuations in interest
rates. The Company is exposed to interest rate risk through borrowings under its
revolving credit agreement, which permits borrowings up to $35.8 million. To
minimize the effect of interest rate fluctuations, the Company has entered into
an interest rate swap arrangement. Under this agreement, the Company pays a
fixed rate of interest on a portion of the outstanding balance.

PART II - OTHER INFORMATION

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

         The Company held its Annual Meeting of Stockholders on April 11, 2002
for the purpose of electing two Class I directors for three-year terms expiring
in 2005, adopting the Company's 2002 Stock Option Plan and ratifying Deloitte &
Touche LLP as the Company's independent auditors for the 2002 fiscal year.


                                                                               9
<PAGE>

         Each nominee to the Company's Board of Directors was elected by the
following vote:

                                         Votes For             Votes Withheld
                                         ---------             --------------

Mark F. Emerson                          2,044,486                183,983
Michael D. Murphy                        2,058,899                129,570


         The Company's 2002 Stock Option Plan was adopted by a vote of 1,685,886
shares for, 230,090 shares against and 7,958 shares abstained. Additionally,
Deloitte & Touche LLP was ratified as the Company's independent auditors for the
2002 fiscal year by a vote of 2,173,793 shares for, 12,562 against, and 2,114
shares abstained.

Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

     (a)  Exhibits

          The exhibits listed in the accompanying index to exhibits on page 11
are filed as part of this report.

     (b)  Reports on Form 8-K

          None



                                                                              10
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    MAX & ERMA'S RESTAURANTS, INC.
                                    ----------------------------------------
                                            Registrant

                                            Todd B. Barnum
                                    ----------------------------------------
                                            Todd. B. Barnum
                                            Chairman of the Board
                                            (Chief Executive Officer)



                                            William C. Niegsch, Jr.
                                    ----------------------------------------
                                            William C. Niegsch, Jr.
                                            Executive Vice President &
                                            Chief Financial Officer




         June 13, 2002
------------------------------
             Date



                                                                              11
<PAGE>


                          MAX & ERMA'S RESTAURANTS INC.

                                  EXHIBIT INDEX

Exhibit No.          Exhibit                                      Page No.
-----------          -------                                      --------

     2          Not applicable

     3          Not applicable

     4          Not applicable

    11          Not applicable

    15          Not applicable

    18          Not applicable

    19          Not applicable

    22          Not applicable

    23          Not applicable

    24          Not applicable





                                                                              12