SECURITIES AND EXCHANGE COMMISSION
    
    Washington, D.C. 20549
    
    FORM 8-K
    
    CURRENT REPORT
    
    
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

    Date of Report (Date of earliest event reported): December 17,
1997 (December 1, 1997)
    
    
    HUDSON'S GRILL OF AMERICA, INC.
    (Exact name of Registrant as specified in its Charter)     
    
    California
    (State or other jurisdiction of incorporation)
    
    
    0-13642
    (Commission or File Number)
    
    
    95-3477313
    (IRS Employer Identification Number)
    
    
    16970 Dallas Parkway, Suite 402, Dallas, Texas 75248
    (Address of Principal Executive Offices)
    
    
    Registrant's telephone number, including area code:
    (972) 931-9237
    
    
    
    
    
    Item 5.  Other Events.
    
    Hudson's Grill of America, Inc. (the "Company"), a California
corporation based in Dallas, Texas, announced that it had formed a
new subsidiary called Hudson's Grill International, Inc.
("International"), and that as of December 1, 1997, most of the
Company's assets were transferred to the new subsidiary; the only
liabilities that International will assume are those associated
with the operation of its headquarters in Dallas, Texas. The
subsidiary is incorporated in Texas; the assets that formerly were
operated by the Company essentially have been transferred to the
new subsidiary.  The Company plans to distribute all of the stock
of the new subsidiary to its shareholders at some time in the
future.  The Company is considering registering the subsidiary's
stock with the SEC prior to distribution so that it will be
publicly tradeable by shareholders. The transfer reflects the
relocation of the Company's headquarters to Texas, where it has
been located the last four years, and by transferring the assets
to a Texas corporation, the Company will be burdened less by
California laws and regulations.  In the future, after
distributing the subsidiary's stock, the Company's management
plans to recommend to the Company's shareholders that the Company
be dissolved, and instead the business of franchising and managing
Hudson's Grill assets will be continued by Hudson's Grill
International, Inc.

     The Company also announced that as of December 31, 1997, it
has terminated its consulting agreement with Dalms, Inc.  Any
ongoing work by Dalms, Inc., if any, will be negotiated by the
Company in the next several weeks.  Dalms, Inc., provided to the
Company the services of Thomas A. Sacco, the Company's Senior Vice
President, who is also a director of the Company.  Additionally,
as of November 1, 1997, the Company hired Tony Nardizzi, who will
supervise the operations of Company owned restaurants and monitor
the operations of franchised restaurants.

   
    
    Item 7.  Exhibits.
    
         1. Press Release dated December 15, 1997, regarding the 
formation of the Company's new subsidiary and the termination of
its contract with Dalms, Inc.

    
    
    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 hereunto duly authorized.
    
    Date: December 17, 1997
    
                               HUDSON'S GRILL OF AMERICA, INC.     
                               Registrant
    
    
                                                                   
                               s/s David L. Osborn
                               David L. Osborn
    
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