UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                           FORM 10-K/A
                         Amendment No. 2
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
  For the fiscal year ended       October 27, 1996
                               OR
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
       For the transition period from _______ to ________

  Commission file number    0-23420
                      QUALITY DINING, INC.
     (Exact name of registrant as specified in its charter)
       Indiana                                    35-1804902
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

4220 Edison Lakes Parkway
  Mishawaka, Indiana                                46545
(Address of principal executive offices)          (Zip Code)
                         (219) 271-4600
      (Registrant=s telephone number, including area code)
                                
   Securities registered pursuant to Section 12(b) of the Act:
                                
                              NONE
                                
   Securities registered pursuant to Section 12(g) of the Act:
                                
               COMMON  STOCK, WITHOUT  PAR  VALUE

Indicate  by check mark 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
(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 

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of Registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.   x

                            $167,877,236

Aggregate  market value of the voting stock held by nonaffiliates
of  the Registrant based on the last sale price for such stock at
December  9,  1996  (assuming solely for  the  purposes  of  this
calculation  that  all Directors and executive  officers  of  the
Registrant are "affiliates").
                             16,909,609

Number  of shares of Common Stock, without par value, outstanding
at January 14, 1997

                 DOCUMENT INCORPORATED BY REFERENCE

Portions  of  the  following document have been  incorporated  by
reference into this Annual Report on Form 10-K
                                 
IDENTITY OF DOCUMENT             PART OF FORM 10-K INTO WHICH
                                 DOCUMENT IS INCORPORATED
                                 
Definitive Proxy Statement for   
the Annual Meeting of                PART III
Shareholders to be held
 March 26, 1997

     The  Registrant's Annual Report on Form 10-K  for  the  year
ended  October  27, 1996 is being amended to include  an  exhibit
pursuant  to  Part IV, Item 14.  This exhibit, a Promissory  Note
between  the Registrant and Bagel Acquisition Corporation,  dated
August  12, 1996, was intended to be filed as part of the  Annual
Report  as  Exhibit 10-AL(ii), and was listed  on  the  Index  to
Exhibits as such exhibit in the Annual Report.  However,  Exhibit
10-AL(ii)  was inadvertently omitted from the EDGAR  transmission
of  the Annual Report on January 24, 1997.  No other parts of the
Annual Report are being amended.

                            PART IV

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

     (a) 1.   Financial Statements:

          The  following consolidated financial statements of the
       Company and its subsidiaries are set forth in
          Part II, Item 8.

          Consolidated Balance Sheets as of October 27, 1996  and
          October 29, 1995

          Consolidated Statements of Income for the fiscal  years
          ended  October 27, 1996, October 29, 1995  and  October
          30, 1994

          Consolidated Statements of Stockholders' Equity for the
          fiscal  years ended October 27, 1996, October 29,  1995
          and October 30, 1994

          Consolidated  Statements of Cash Flows for  the  fiscal
          years  ended  October 27, 1996,  October 29,  1995  and
          October 30, 1994

          Notes to Consolidated Financial Statements

          Report of Independent Accountants

       2.Financial Statement Schedules:

          None

       3.Exhibits:

          A list of exhibits required to be filed as part of this
       report  is  set  forth  in the Index  to  Exhibits,  which
       immediately  precedes such exhibits, and  is  incorporated
       herein by reference.

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

  Pursuant  to  the requirements of Section 13 or  15(d)  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.

                      Quality Dining, Inc.

                      By               /s/  Daniel  B.  Fitzpatrick
                                            Daniel B. Fitzpatrick
Date:   March  27,  1997                    President and  Chief  Executive
                                            Officer

                       INDEX TO EXHIBITS

                                                           Page No.
   Exhibit                                                 In This          
     No.          Description                               Filing
   _______  ___________________________________________    _________ 
                                                                    
    2   (1) Share Exchange and Reorganization Agreement      
            by and among the                                 
            Registrant and Burger Services, Inc.,
            Bravokilo, Inc., Bendan
            Restaurant, Inc., Burger Management of
            Muskegon, Inc., Burger
            Management Fort Wayne, Inc., Best Bagels,
            Inc., Full Service Dining
            Inc., Southwest Dining, Inc., Daniel B.
            Fitzpatrick, Gerald O. Fitzpatrick,
            James K. Fitzpatrick, John D. Fitzpatrick,
            Ezra H. Friedlander, Benjamin
            Schulman and Michael G. Sosinski dated as of
            December 17, 1993
            
                                                         
   2-B  (2) Stock Purchase Agreement among the               
            Registrant, Grayling Corporation,                
            T. Garrick Steele, Joseph E. Olin, Andrew P.     
            Murphy, Anita L. Wood,
            Thomas Miller and Steve Hunter dated as of
            September 27, 1994
            
                                                         
   2-C  (3) Acquisition Agreement by and among the           
            Registrant, Bravokilo, Inc.,                     
            William R.  Schonsheck, SHONCO, Inc., SHONCO
            II, Inc., SHONCO III, Inc., SHONCO IV, Inc.,
            SHONCO V, Inc., SHONCO VI, Inc., SHONCO Six,
            Inc., SHONCO Seven Management, Inc., SHONCO
            X, Inc., SHONCO XI, Inc. and SHONCO XII,
            Inc. dated as of July 13, 1995
            
                                                         
   2-D  (6) Asset Purchase Agreement, as amended, dated      
            as of October 30, 1995 by and between the Registrant 
            and Brinker International, Inc.
            
                                                         
   2-E  (7) Agreement and Plan of Merger, dated as of        
            February 21, 1996, among the Registrant,         
            BAC, Inc., and Bruegger's Corporation
            
                                                         
   3-A  (9) Restated Articles of Incorporation of the        
            Registrant                                       
            
                                                         
   3-B (10) By-Laws of the Registrant, as amended to         
            date                                             
            
                                                         
     4  (8) Amended and Restated Revolving Credit            
            Agreement, dated as of April 26, 1996,           
            between the Registrant and GAGHC, Inc., as
            borrowers, and Texas Commerce Bank National
            Association, as agent, NBD Bank, N.A.,
            LaSalle National Bank, NationsBank, N.A.
            (South), SunTrust Bank, Central Florida,
            N.A., The Northern Trust Company and Key
            Bank
            
                                                         
   4-A      First Amendment, dated as of November 7,         
            1996, to Amended and Restated Revolving          
            Credit Agreement, dated as of April 26,
            1996, between the Registrant, GAGHC, Inc.,
            and BF Holding, Inc., as borrowers, and
            Texas Commerce Bank National Association, as
            agent, NBD Bank, N.A., LaSalle National
            Bank, NationsBank, N.A. (South), SunTrust
            Bank, Central Florida, N.A., The Northern
            Trust Company and Key Bank
            
                                                         
   10-A (1) Form of Burger King Franchise Agreement          
                                                             
                                                         
   10-B (1) Form of Chili's Franchise Agreement              
                                                             
                                                         
   10-D (1) Form of Bruegger's Bakeries Franchise            
            Agreement                                        
            
                                                         
   10-E (1) (i) Target Reservation Agreement between         
            Burger King Corporation                          
            and the Registrant dated December 24, 1993;
            (ii) Side Letter Agreement
            to Target Reservation Agreement dated
            December 21, 1993
            
                                                         
   10-F (1) Development Agreement between Chili's, Inc.      
            and the Registrant dated June 27, 1990
            
                                                         
   10-H (11) Form of Bruegger's Development Agreement         
            (Preferred Stock Franchisees)
            
                                                         
   10-I (9) *1993 Stock Option and Incentive Plan, as        
            amended, of the Registrant                       
            
                                                         
   10-J (1) *Outside Directors Stock Option Plan of the      
            Registrant                                       
            
                                                         
   10-K (1) Lease Agreement between B.K. Main Street         
            Properties and the Registrant dated January 1, 1994
            
                                                         
   10-L     Schedule of Related Party Leases                 
                                                             
                                                         
   10-M (1) Form of Related Party Lease                      
                                                             
                                                         
   10-Q     Form of Bruegger's Development Agreement and     
            Form of Bruegger's Franchise Agreement attached
            thereto (Standard Franchisees)
            
                                                         
   10-R     Form of Bruegger's Development Agreement and     
            Form of Bruegger's Franchise Agreement attached
            thereto (Related Party Franchisees)
            
                                                         
   10-S     Form of Bruegger's Development Agreement and     
            Form of Bruegger's Franchise Agreement attached
            thereto (Future Franchisees)
            
                                                         
   10-T (4) First Amendment dated May 2, 1995 to             
            Development Agreement between                    
            Chili's, Inc. and the Registrant dated June 27, 1990
            
                                                         
   10-U     Schedule of Bruegger's Related Party Development Agreements     
                                                         
   10-V (4) *Employment Agreement between the Registrant     
            and William R. Schonsheck dated August 14, 1995
            
                                                         
   10-W (4) Non-Competition Agreement between the            
            Registrant and William R. Schonsheck dated August 14, 1995
            
                                                         
   10-X (4) Lease Agreement for Farmington Hills #509        
            between the Registrant and William R.  Schonsheck 
            dated August 14, 1995
            
            
                                                         
   10-Y (4) Lease Agreement for Belleville #4814 between     
            the Registrant and William R.  Schonsheck dated
            August 14, 1995
            
                                                         
   10-Z (4) Purchase and Sale Agreement between the          
            Registrant and John D. Fitzpatrick dated July 10, 1995
            
                                                         
 10-AA  (4) Target Reservation Agreement between Burger      
            King Corporation and the                         
            Registrant dated September 15, 1995
            
                                                         
 10-AB  (5) Stock Purchase Agreement between Ezra H.         
            Friedlander, Daniel B.                           
            Fitzpatrick and James K. Fitzpatrick, as
            shareholders of Tri-State Construction
            Co., Inc., and the Registrant dated as of
            November 1, 1995
            
                                                         
 10-AC  (9) Agreement between the Registrant and             
            Nordahl L. Brue and Michael J. Dressell,
            dated February 21, 1996
            
                                                         
 10-AD      Priority Charter Agreement between the           
            Registrant and Burger Management                 
            of South Bend #3, Inc., dated September 1, 1994
            
                                                         
 10-AE      *Resignation Agreement between the               
            Registrant and Michael G. Sosinski, dated as     
            of October 25, 1996
            
                                                         
 10-AF      Lease Agreement between the Registrant and       
            Six Edison Lakes, L.L.C., dated September 19, 1996
            
                                                         
 10-AG      Stock Option Agreement between the               
            Registrant, Daniel B. Fitzpatrick and Bagel Acquisition
            Corporation, dated August 12, 1996
            
                                                         
 10-AH      Computer and Communications Systems              
            Agreement between the Registrant and Bagel       
            Acquisition Corporation, dated as of August 12, 1996
            
                                                         
 10-AI      Accounting Services Agreement between the        
            Registrant and Bagel Acquisition Corporation, dated
            as of August 12, 1996
            
                                                         
 10-AJ      Management Services Agreement between the        
            Registrant and Bagel Acquisition Corporation, dated as of
            August 12, 1996
            
                                                         
 10-AK      Schedule of Related Party Franchise              
            Agreements                                       
            
                                                         
 10-AL      (i) Revolving Credit Loan Agreement between      
            the Registrant and Bagel Acquisition             
            Corporation, dated August 12, 1996;
            (ii) Promissory Note
            between the Registrant and Bagel Acquisition
            Corporation, dated August 12, 1996
            
                                                         
   10-AM    First Amendment to Revolving Credit Loan         
            Agreement, Promissory                            
            Note and Security Agreement between the Registrant and Bagel
            Acquisition Corporation, dated as of December 2, 1996
            
                                                         
   10-AN   (i) Termination and Modification Agreement       
            between the Registrant                           
            and Howard Opera House Associates, dated
            October 23, 1996;
            (ii) Lease between the Registrant and Howard Opera House
            Associates, dated as of January 28, 1991;
            (iii) Lease between the Registrant and Howard Opera House
            Associates, dated as of January 28, 1991
            
                                                         
    21      Subsidiaries of the Registrant                   
                                                             
                                                         
    23      Written consent of Coopers & Lybrand L.L.P.      
                                                             
                                                         
    27      Financial Data Schedule                          
                                                             
_______________

    *The  indicated  exhibit  is a management  contract,  compens
    atory  plan or arrangement required to be filed by  Item  601
    of Regulation S-K.
    
    (1)The  copy of this exhibit filed as the same exhibit number
    to   the   Company's  Registration  Statement  on  Form   S-1
    (Registration  No.  33-73826)  is  incorporated   herein   by
    reference.
    
    (2)The  copy of this exhibit filed as the same exhibit number
    to  the Company's Report on Form 8-K dated November 23,  1994
    is incorporated herein by reference.
    
    (3)The  copy  of this exhibit filed as Exhibit 2  to  the 
    Company's  Report  on  Form  8-K  dated  August  28,  1995   is
    incorporated herein by reference.
    
    (4)The  copy of this exhibit filed as the same exhibit number
    to   the   Company's  Registration  Statement  on  Form   S-1
    (Registration  No.  33-96806)  is  incorporated   herein   by
    reference.
    
    (5)The  copy of this exhibit filed as the same exhibit number
    to  the  Company's  Report on Form 10-K for  the  year  ended
    October 29, 1995 is incorporated herein by reference.
    
    (6)The  copy of this exhibit filed as the same exhibit number
    to  the Company's Report on Form 8-K dated January 5, 1996 is
    incorporated herein by reference.
    
    (7)The  copy of this exhibit filed as the same exhibit number
    to   the   Company's  Registration  Statement  on  Form   S-4
    (Registration  No.  333-2050)  is  incorporated   herein   by
    reference.
    
    (8)The  copy of this exhibit filed as the same exhibit number
    to  the  Company's Report on Form 8-K dated May  1,  1996  is
    incorporated herein by reference.
    
    (9)The  copy of this exhibit filed as the same exhibit number
    to  the  Company's  Quarterly Report on  Form  10-Q  for  the
    quarterly  period  ended May 12, 1996 is incorporated  herein
    by reference.
    
    (10)The  copy  of this exhibit filed as the  same  exhibit  
    number to the Company's Quarterly Report on Form 10-Q for  the
    quarterly period ended August 4, 1996 is incorporated  herein
    by reference.
    
    (11)The  copy  of  this exhibit filed as exhibit  10-H(i)  AD
    evelopment    Agreement    between    Bruegger's    Franchise
    Corporation and Registrant dated November 15, 1993,@  to  the
    Company's  Registration Statement on Form  S-1  (Registration
    No. 33-73826) is incorporated herein by reference.
    
All  other exhibits listed in this Index to Exhibits (except  for
Exhibit  10-AL(ii),  which is filed as  part  of  this  Amendment
No.  2) are incorporated by reference to the Company's Report  on
Form 10-K for the year ended October 27, 1996.

                       Exhibit 10-AL(ii)

                        PROMISSORY NOTE
                    (Revolving Credit Loan)


$11,000,000.00                                    August 12, 1996


     FOR  VALUE RECEIVED, the undersigned promises to pay to  the
order of Quality Dining, Inc., an Indiana corporation ("Lender"),
at  P.O. Box 416, South Bend, Indiana, or at such other place  as
Lender or the holder of this note may from time to time designate
in  writing, in payments as herein provided, in lawful  money  of
the United States of America, the sum of any amounts disbursed to
or  for the benefit of the undersigned up to the amount of ELEVEN
MILLION  DOLLARS  ($11,000,000.00) from the date of  disbursement
until  maturity, which shall be February 12, 1997.   Interest  on
the  principal balance shall accrue at a monthly rate  of  eleven
percent (11%).

    Said payments shall be calculated as follows:

1.  Payment of principal shall be made at maturity.

2.  Payments of interest shall be payable in monthly installments
calculated as the interest owed on the sum of the amount of funds
advanced to date.

3.   Interest on the unpaid principal balance shall be calculated
on  the  basis  of  a  three  hundred sixty  (360)  day  year  as
applicable, and shall be computed for the actual number  of  days
in the time period for which interest is charged.

     If  any  payment of principal or interest on this Promissory
Note  shall  become due on a Saturday, Sunday, or  legal  holiday
under  the  laws of the State of Indiana, such payment  shall  be
made  on  the next succeeding business day and such extension  of
time  shall  in  such case be included in computing  interest  in
connection with such payment.

     All interest payable hereunder and becoming overdue shall be
forthwith  treated,  as to the payment of  interest  thereon,  as
principal and shall bear compound interest at the rate aforesaid,
after as well as before maturity, to be computed monthly and paid
on the day of each month.

     The  amount  of the indebtedness owed under this  Promissory
Note may be prepaid in whole, or in part.

     This  Promissory  Note is secured by  the  assets  of  Bagel
Acquisition Corporation, an Indiana corporation ("Borrower"),  as
set forth in that Security Agreement of even date herewith by and
between  the  undersigned as Debtor and  Lender  as  the  Secured
Party.

     In the event that:  (a) any payment of principal or interest
under  this  Promissory Note should not  be  paid  when  due;  or
(b)  any  other  event of default referred  to  in  the  Security
Agreement should occur and such default should continue after any
notice  specified has been accrued thereon may at the  option  of
the holder of this Promissory Note become due and payable without
any  further demand, notice of nonpayment, presentment,  protest,
or  notice of dishonor, all of which are hereby expressly  waived
by Maker and shall thereafter bear interest at the rate of twelve
percent  (12%) per year until paid in full.  The failure  of  the
holder  of  this  Promissory Note to exercise  such  option  upon
default  shall  not be taken or construed to be a waiver  of  the
right to exercise such option for any subsequent default, and for
this  purpose, the failure to pay each separate payment  required
hereunder when due shall be treated and considered as a  separate
default hereunder.

     If this Promissory Note is not paid pursuant to the terms of
payment  set  forth  herein, and is placed in  the  hands  of  an
attorney for collection, whether or not suit is filed hereon,  or
if  proceedings  are  had  in probate, bankruptcy,  receivership,
reorganization, arrangement, or other legal proceedings  for  the
collection  hereof, Maker agrees to pay the holder  a  reasonable
amount  of  attorneys'  fees  and  all  costs  and  expenses   of
collection incurred by the holder hereof.

    The undersigned and all endorsers, guarantors and sureties of
this  Promissory Note and all persons or entities now or  at  any
time   liable   or  to  become  liable,  whether   primarily   or
secondarily,   for   the  payment  of  the  indebtedness   hereby
evidenced,  for  themselves, their heirs, legal  representatives,
successors,  and assigns, respectively, expressly  and  severally
waive  presentment for payment, demand, notice of demand,  notice
of  dishonor, protest, notice of protest, notice of intention  to
accelerate the maturity of this Promissory Note, the bringing  of
suit  against  any other party, and diligence in collection,  and
consent that the time of said payments or any part thereof may be
extended  by  the  holder hereof without in  any  way  modifying,
altering,  releasing,  affecting, or  limiting  their  respective
liability or the lien of the Security Agreement.  The undersigned
and  all  endorsers, guarantors and sureties of  this  Promissory
Note and all persons or entities now or at any time liable or  to
become  liable, whether primarily or secondarily, for the payment
of  the indebtedness hereby evidenced also agree to all renewals,
extensions,   modifications,  partial   payments,   releases   or
substitutions of security, in whole or in part, with  or  without
notice, before or after maturity.

     This  Promissory Note shall be governed by and construed  in
all respects according to the laws of the State of Indiana.

                             BAGEL ACQUISITION CORPORATION,
                             an Indiana corporation



                             By:   /s/ Daniel B. Fitzpatrick
                                     Name:  Daniel B. Fitzpatrick
                                     Title:   President