PUDGIES CHICKEN INC
10-C/A, 1996-05-14
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                                    FORM 10-C
                                        
                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                                        
                  Filed pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder
                                        
                             PUDGIE'S CHICKEN, INC.
                 (Exact name of issuer as specified in charter)
                                        
               333 Earle Ovington Blvd., Uniondale, New York  11553
                    (Address of principal executive offices)

Issuer's telephone number, including area code  (516) 222-8833

                   I.   CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.   Title of Security:    Common Stock Purchase Warrants

2.   Number of shares outstanding before the change:       1,150,000

3.   Number of shares outstanding after the change:          1,250,000

4.   Effective date of change:      May 3, 1996

5    Method of Change:  Specify method (such as merger, acquisition, exchange,
     distribution, stock split, reverse split, acquisition of stock for
     treasury, etc.)      Private Placement
     

     Give brief description of transaction:  The Company received gross proceeds
     of $2 million through a Private Placement of 200 Units, each Unit
     consisting of one share of Series A Convertible Preferred Stock and 500
     Common Stock Purchase Warrants.


                          II.  Change in Name of Issuer

1.   Name prior to change:

2.   Name after change:

3.   Effective date of charter amendment changing name:

4.   Date of shareholder approval of change, if required:


     Date:     May 10, 1996                  /s/ Steven Wasserman
                                              Steven Wasserman, President/CEO



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