<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
SCHEDULE 13D
Amendment No. 1
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 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
-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 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
-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!
<PAGE>
This Amendment No. 1 to Schedule 13D ("Amendment")
is filed to reflect a material acquisition of beneficial
ownership of Frisch's Restaurants, Inc. Common Stock as required
by Rule 13d-2 promulgated under the Securities Exchange Act of
1934. This Amendment is also filed to revise Item 4 of Schedule
13D.
Item 4 Purpose of Transaction.
Messrs. Ruyan and Nussbaum have decided to nominate
at the 1996 Annual Meeting of Frisch's Restaurants, Inc. a slate
of four persons, which will include them, to serve as directors
of Frisch's Restaurants, Inc.
Messrs. Ruyan and Nussbaum have also determined to
propose at the 1996 Annual Meeting of Shareholders of Frisch's
Restaurants, Inc.:
(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, to set the number
of directors to be elected 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 be non-management directors.
Item 5 Interest in Securities of Issuer.
I. Jerry L. Ruyan
(a) See page 2, nos. 11 and 13.
(b) See page 2, nos. 7-10.
(c) All of the following trades were made through
market transactions in the last 60 days:
Purchase
Date or Sale Number of Shares Price Per Share
______ ________ ________________ _______________
6/7/96 Purchase 5,000 $11.50
7/2/96 Purchase 10,000 $11.50
7/10/96 Purchase 10,000 $11.25
7/16/96 Purchase 12,600 $11.75
7/17/96 Purchase 12,400 $12.19
7/17/96 Purchase 5,000 $13.71
7/17/96 Purchase 1,700 $12.25
7/22/96 Purchase 600 $13.88
7/22/96 Purchase 6,100 $14.00
7/23/96 Purchase 24,100 $13.88
7/24/96 Purchase 10,000 $13.88
7/29/96 Purchase 5,000 $15.00
7/29/96 Purchase 5,000 $14.90
8/01/96 Purchase 4,100 $14.50
8/05/96 Purchase 20,700 $14.63
(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) All of the following trades were made through
market transactions in the last 60 days:
Purchase
Date or Sale Number of Shares Price Per Share
______ ________ ________________ _______________
7/19/96 Purchase 100 $13.88
7/19/96 Purchase 5,000 $13.80
7/26/96 Purchase 500 $14.00
(d) None.
(e) Not Applicable.
III. Messrs. Ruyan and Nussbaum
(a) 443,600 shares or 6.5%
(b) See pages 2 and 3, nos. 7-10
(c) See (I)(c) and (II)(c) above.
(d) None.
(e) Not Applicable.
Dated: August 6, 1996 *
___________________________
Jerry L. Ruyan
*
___________________________
Barry S. Nussbaum
*By: Gary P. Kreider
_____________________
Gary P. Kreider
Attorney-in-Fact
