<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
Amendment No. 3
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 29, 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 5 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
NUMBER OF -0-
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
474,854
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH
379,254
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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[ ][ ] CUSIP NO. 35874810
13D
Page 3 of 5 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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 474,854
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
95,600
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 to Schedule 13D ("Amendment")
is filed to revise Items 4 and 5 of Schedule 13D and to correct a
discrepancy in the number of shares of Common Stock held by Mr.
Ruyan.
Item 4 Purpose of Transaction.
On August 29, 1996, Messrs. Ruyan and Nussbaum filed
a definitive proxy statement with the Securities and Exchange
Commission relating to the 1996 Annual Meeting of Frisch's
Restaurants, Inc. and are soliciting proxies for the Annual
Meeting.
Messrs. Ruyan and Nussbaum have proposed a slate of
four persons to serve as directors of the Company, namely Thomas
W. Doan, Arthur Engel, Barry S. Nussbaum and Jerry L. Ruyan. The
proxy statement also proposes and seeks proxies to vote for:
(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 a majority of each committee of the
Board of Directors be composed of non-management directors.
Item 5 Interest in Securities of the Issuer.
I. Jerry L. Ruyan
(a) See page 2, nos. 11 and 13.
(b) See page 2, nos. 7-11.
(c) The following trades were made through
market transactions since Amendment No.
1 to Schedule 13D was filed with the
Securities and Exchange Commission on
August 6, 1996:
Purchase Number Price
or of Per
Date Sale Shares Share
8/14/96 Purchase 9,500 $13.63
8/30/86 Purchase 500 $12.88
8/30/96 Purchase 1,000 $13.00
9/5/95 Purchase 8,700 $13.63
(d) None.
(e) Not Applicable.
II. Barry S. Nussbaum
(a) See page 3, nos. 11 and 13.
(b) See page 3, nos. 7-10.
(c) No trades were made through market
transactions since Amendment No. 1 to
Schedule 13D was filed with the Securities
and Exchange Commission on August 6, 1996.
(d) None.
(e) Not Applicable.
III. Messrs. Ruyan and Nussbaum
(a) 474,854 shares or 6.9%
(b) See pages 2 and 3, nos. 7-10.
(c) See (I)(c) and (II)(c) above.
(d) None.
(e) Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September 6, 1996 *__________________________
Jerry L. Ruyan
*__________________________
Barry S. Nussbaum
By: Gary P. Kreider
______________________
Gary P. Kreider
Attorney-in-Fact
