<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
Frisch's Restaurants, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, No par value per share
_________________________________________________________________
(Title of Class of Securities)
35874810
_________________________________________________________________
(CUSIP Number)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 5, 1996
_________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
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CUSIP NO. 35874810 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mr. Jerry L. Ruyan -- ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 443,600
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
348,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 35874810 13D Page 3 of 4 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barry S. Nussbaum -- ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 443,600
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
95,600
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 to Schedule 13D ("Amendment") is filed
solely to revise Item 4 of Schedule 13D.
Item 4 Purpose of Transaction.
On August 9, 1996, Messrs. Ruyan and Nussbaum filed a
preliminary proxy statement with the Securities and Exchange
Commission relating to the 1996 Annual Meeting of Frisch's
Restaurants, Inc. Messrs. Ruyan and Nussbaum intend to solicit
proxies for the Annual Meeting.
Pursuant to the preliminary proxy statement, Messrs. Ruyan
and Nussbaum have proposed a slate of four persons,which will
include them, to serve as directors of the Company. They have
also proposed:
(1) An amendment to the Code of Regulations of Frisch's
Restaurants, Inc. to provide for the elimination of the
classified Board of Directors of the Company and to provide that
all directors be elected annually for one-year terms; and
(2) An amendment to the Code of Regulations of Frisch's
Restaurants, Inc. to require that a majority of the directors of
the Company and of each committee of the Board of Directors be
non-management directors.
Dated: August 13, 1996 *
_____________________________
Jerry L. Ruyan
*
_____________________________
Barry S. Nussbaum
*By: Gary P. Kreider
_____________________________
Gary P. Kreider
Attorney-in-Fact
