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)
Nordahl L. Brue
49 Oakledge Drive
Burlington, VT 05401
(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
Nordahl L. Brue, Esq.
(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 2,149,625*
Shares Beneficially (8) Shared Voting Power -0-
Owned by Each (9) Sole Dispositive Power 2,149,625*
Reporting Person (10) Shared Dispositive Power -0-
With
__________________________
*Includes 2,586 shares which, Mr. Brue holds as custodian for
his minor child.<PAGE>
(11) Aggregate Amount Beneficially Owned by each Reporting
Person
2,149,625
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
15.0%
(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: Nordahl L. Brue, Esq.
(b) Residence Address: 49 Oakledge Drive
Burlington, VT 05401
(c) Present Principal Occupation: Entrepreneur
(d) During the last five years, Mr. Brue has not been
convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Brue 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. Brue, enjoining Mr. Brue 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. Brue is a citizen of the United States of
America.
<PAGE>
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. Brue owned 1,662,382 shares* of Bruegger's common stock,
$.001 par value per share. At the Effective Time of the
merger, each of Mr. Brue's shares of Bruegger's common stock
was converted into 1.2931 shares of common stock of Issuer.
As a result of the merger, Mr. Brue acquired the securities
described below in Item 5(a).
Item 4. Purpose of Transaction.
Mr. Brue 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. Brue's common shares of
Bruegger's was converted into 1.2931 shares of common stock
of Issuer. As a result of the merger, Mr. Brue acquired the
securities described below in Item 5(a). Mr. Brue 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. Brue 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.
_____________________
*Includes 2,000 shares held by Mr. Brue as custodian for a minor
child.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b). The beneficial ownership of Nordahl L.
Brue is set forth below.
Mr. Brue has sole voting and dispositive power with
respect to the shares indicated.
Number Percent
of Shares of Class
Nordahl L. Brue 2,149,625* 15.0%
(c) Mr. Brue 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.
See Item 5, Footnote 3.
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.
_____________________________________
Nordahl L. Brue
Dated: August 12, 1996
___________________________
*Mr. Brue holds 2,586 shares as custodian for his minor child.
Mr. Brue, alone, has voting and dispositive power as to these
shares.
