SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Quality Dining, Inc.
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
74756P 10 5
(CUSIP Number)
Michael J. Dressell
154 Harbor Road
Shelburne, VT 05482
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 7, 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 [ X ]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class. See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following page(s))<PAGE>
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 74756P 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Michael J. Dressell
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
_______________________________________________________
(4) Source of Funds (See Instructions)
00 (See Item 3)
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power 2,163,701
Shares Beneficially (8) Shared Voting Power -0-
Owned by Each (9) Sole Dispositive Power 2,163,701
Reporting Person (10) Shared Dispositive Power -0-
With
(11) Aggregate Amount Beneficially Owned by each Reporting
Person
2,163,701
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
15.1%
(14) Type of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer.
The class of equity securities to which this
Schedule 13D relates is the common stock, without par
value ( Common Stock ), of Quality Dining, Inc.
( Issuer ), an Indiana corporation, whose principal
executive offices are located at 3820 Edison Lakes
Parkway, Mishawaka, Indiana 46545.
The percentage of beneficial ownership reflected in
this Schedule 13D is based upon 14,295,427 shares of
Common Stock outstanding as of June 30, 1996.
Item 2. Identity and Background.
(a) Name: Michael J. Dressell.
(b) Residence Address: 154 Harbor Road
Shelburne, VT 05482
(c) Present Principal Occupation: Entrepreneur
(d) During the last five years, Mr. Dressell has not
been convicted in any criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Dressell has not
been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction
resulting in any judgment, decree or final order
against Mr. Dressell, enjoining Mr. Dressell from
engaging in future violations of, or prohibiting
or mandating activities subject to, federal or
state securities laws or finding any violation
with respect to such laws.
(f) Mr. Dressell is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to the merger of BAC, Inc., a wholly-owned
subsidiary of Issuer, with and into Bruegger's
Corporation ( Bruegger s ) with Bruegger s as the
Surviving Corporation, Mr. Dressell owned 1,673,267
shares of Bruegger's common stock, $.001 par value per
share. At the effective time of the merger, each share
of Mr. Dressell s Bruegger s common stock was converted
into 1.2931 shares of common stock of Issuer. As a
result of the merger, Mr. Dressell acquired the
securities described below in Item 5(a).
Item 4. Purpose of Transaction.
Mr. Dressell acquired his shares on June 7, 1996, when
BAC, Inc., a wholly-owned subsidiary of Issuer, merged
with and into Bruegger's with Bruegger s as the
Surviving Corporation, and each of Mr. Dressell s
Bruegger s common shares was converted into 1.2931
shares of common stock of Issuer. As a result of the
merger, Mr. Dressell acquired the securities described
below in Item 5(a). Mr. Dressell does not have a
present intention to acquire or dispose of shares of
Common Stock of Issuer, but this may change depending
upon market conditions. Mr. Dressell does not have any
present plans which relate to or would result in: an
extraordinary corporate transaction, such as a merger,
a reorganization or liquidation, involving the Issuer
or any of its subsidiaries; a sale or transfer of a
material amount of assets of the Issuer or any of its
subsidiaries; any change in the present board of
directors or management of the Issuer including any
plans or proposals to change the number or term of
directors or to fill any existing vacancies on the
board; any material change in the present
capitalization or dividend policy of the Issuer; any
other material change in the Issuer s business or
corporate structure; changes in the Issuer s charter,
by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of
the Issuer by any person; causing a class of securities
of the Issuer to be delisted from a national securities
exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national
securities association; causing a class of equity
securities of the Issuer to become eligible for
termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or any action similar to the above.
Item 5. Interest in Securities of the Issuer.
(a) and (b). The beneficial ownership of Michael J.
Dressell is set forth below. Mr. Dressell has sole
voting and dispositive power with respect to all of the
shares indicated below.
Number Percent
of Shares of Class
Michael J. Dressell 2,163,701 15.1%
(c) Mr. Dressell has not effected any transaction in
the Common Shares of the Issuer in the past 60
days.
(d) No other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
Item 7. Materials to be filed as Exhibits.
None.
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.
_____________________________________
Michael J. Dressell
Dated: August 14, 1996
