1
                                  FORM 10-Q/A
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For Quarterly period ended January 1, 1995

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      for the transition period from ___ to ___



Commission File Number: 1-6192


                        GROUND ROUND RESTAURANTS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                      

New York                                                            13-5637682
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)        

35 Braintree Hill Office Park, Braintree, Massachusetts 02184
      (Address of principal executive offices)  (zip code)

Registrant's telephone number, including area code:  (617) 380-3100

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 [    ]

Number of shares of Common Stock, $ .16 2/3 par value outstanding as of
February 10, 1995: 11,114,371
   2
II. OTHER INFORMATION

Item 6:                                     EXHIBITS 

                 (a)   Exhibits - Exhibit 27 Financial Data Schedule






                                  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.


                                 GROUND ROUND RESTAURANTS, INC.

Date:    March 23, 1995          By:    /s/ Michael R. Jorgensen
                                        ------------------------
                                        Senior Vice President, Chief Financial
                                        Officer and Treasurer
                                        duly authorized