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                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

The undersigned directors of Ground Round Restaurants, Inc. severally
constitute and appoint each of Michael R. Jorgensen and Robin L. Moroz, and
each of them individually, their attorneys-in-fact and agent, with full power
of substitution for them in any and all capacities, to sign for them and in
their names, the Annual Report on Form 10-K of Ground Round Restaurants, Inc.   
required by Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, for the fiscal year ended October 2, 1994, and any amendments thereto
filed under cover of Form 8 or otherwise, and to file the same, with exhibits
and schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority or body,
granting said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection with said Annual Report and any amendment thereto, as fully as they
might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or his/her substitute or substitutes, may do or
cause to be done by virtue hereof.

Executed this 12th day of December, 1994.

/s/ Michael P. O'Donnell                     
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Michael P. O'Donnell

/s/ J. Eric Hanson                               
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J. Eric Hanson

/s/ Robert E. Lee                                  
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Robert E. Lee

/s/ David J.P. Meachin                        
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David J.P. Meachin

/s/ Stanley J. Moss                              
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Stanley J. Moss

/s/ Thomas J. Russo                            
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Thomas J. Russo

/s/ Daniel R. Scoggin                           
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Daniel R. Scoggin