PROXY
  
             THIS PROXY IS SOLICITED ON BEHALF OF THE
                        BOARD OF DIRECTORS
  
  The undersigned hereby appoints DAVID L. OSBORN or ROBERT W.
  FISCHER, each with the power to appoint his or her substitute
  and hereby authorizes them to represent and to vote, as
  designated below, all shares of common stock of HUDSON'S GRILL
  OF AMERICA, INC., held on record by the undersigned on April
  29, 1999, at the annual meeting to be held June 10, 1999.*
  
  1.   ELECTION OF DIRECTORS
  
                  FOR ALL NOMINEES PRINTED BELOW (except as
                      marked to the contrary below).
  
                  FOR THE FOLLOWING DIRECTORS (name up to
                      three):
  
                  WITHHOLD AUTHORITY TO VOTE FOR ALL
                      NOMINEES LISTED.
  
                      D.L. Osborn ,  R.W. Fischer, and A.B. Duncan.
            (Instructions: To withhold authority to vote for
            any individual nominees, line out that nominee's
            name). 
  
       2.   RATIFICATION OF SELECTION OF HEIN + ASSOCIATES, LLP
  
                  FOR             AGAINST             ABSTAIN
  
  
  In their discretion, the proxies are authorized to vote upon
  such other business as may properly come before the meeting. 
  This proxy, when properly executed, will be voted in the
  manner directed by the undersigned stockholder.  If no
  direction is made, this proxy will be voted for the Nominees
  and for Proposal 2.
  
                                                    Date:           
                                                               
                                                               
                                                               
                                                              
                                                    
                                     Signature
  
                                                               
                             
                                     Signature
  
  * Cumulative voting is permitted.  See the proxy statement for
  details.