As filed with the Securities and
Exchange Commission on October 23, 1997 Registration No. 333-____
__________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933
                      _______________________

                       QUALITY DINING, INC.
      (Exact name of registrant as specified in its charter)

                 INDIANA                         35-18004902
      (State or other jurisdiction            (I.R.S. Employer
    of incorporation or organization)        Identification No.)

  4220 EDISON LAKES PARKWAY, MISHAWAKA, INDIANA     46545
    (Address of Principal Executive Offices)     (Zip Code)

                     QUALITY DINING, INC. 1997
                  STOCK OPTION AND INCENTIVE PLAN
                     (Full title of the plan)

                       DANIEL B. FITZPATRICK
               PRESIDENT AND CHIEF EXECUTIVE OFFICER
        4220 EDISON LAKES PARKWAY, MISHAWAKA, INDIANA 46545
              (Name and address of agent for service)

                          (219) 271-4600
   (Telephone number, including area code, of agent for service)

                             Copy to:
                        JAMES A. ASCHLEMAN
                            BAKER & DANIELS
                 300 NORTH MERIDIAN STREET, SUITE 2700
                      INDIANAPOLIS, INDIANA 46204
                            (317) 237-0300

                  CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    TO REGISTERED     REGISTERED (1)  OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION FEE
                                           SHARE (2)           PRICE (2)
<S>                  <C>              <C>                 <C>                 <C>
Common Stock,            1,100,000       $4.59375 (3)       $5,053,125 (3)      $1,531.25 (3)
without par value
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
     Act"),  this  Registration  Statement  also  registers such additional
     shares of Common Stock as may be offered or issued to prevent dilution
     resulting from stock splits, stock dividends and similar transactions.
(2)  It  is  impracticable  to  state the maximum offering  price.   Shares
     offered pursuant to incentive  stock options granted under the Quality
     Dining, Inc. 1997 Stock Option and Incentive Plan are to be offered at
     not less than the fair market value  of  one  share of Common Stock of
     Quality Dining, Inc. on the date the option is granted.
(3)  Estimated solely for purposes of calculating the  registration fee and
     computed in accordance with Rule 457(c) under the Securities Act using
     the  average of the high and low sale prices of the  Common  Stock  as
     reported  by  the  NASDAQ  National Market System on October 17, 1997,
     which was $4.59375 per share.
<PAGE>
                              PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The Section 10(a) prospectus  for  the Quality Dining, Inc. 1997 Stock
Option and Incentive Plan is not required  to  be filed with the Securities
and Exchange Commission as part of this Registration Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for  the  year  ended October
27, 1996 and the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on  Form  8-A  filed  pursuant  to  the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act"),  including any
amendments  or  reports filed for the purpose of updating such description,
are incorporated  herein by reference.  All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial  statements  are contained in the annual report
described above are incorporated herein by  reference.  All documents filed
by  the Company pursuant to Sections 13(a), 13(c),  14,  or  15(d)  of  the
Exchange  Act  after  the  date  hereof and prior to the termination of the
offering  of  the  securities  offered   hereby   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof  from  the date of
filing  of  such  documents with the Commission.  The Company will promptly
provide without charge  to each person to whom a prospectus is delivered, a
copy  of  any or all information  that  has  been  incorporated  herein  by
reference (not  including  exhibits to the information that is incorporated
by  reference  unless  such  exhibits   are  specifically  incorporated  by
reference into such information), upon the  written or oral request of such
person directed to the Secretary of the Company  at  its principal offices,
4220 Edison Lakes Parkway, Mishawaka, Indiana 46545, (219) 271-4600.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Reference is made to Section 7.8 of the Company's Restated Articles of
Incorporation filed as Exhibit 4.1 hereto which requires  the  Company,  to
the  extent  not  inconsistent  with  applicable law, including the Indiana
Business Corporation Law (IC 23-1-37-1,  ET  SEQ.), as amended from time to
time,  to  indemnify  every  person  (and  the  estate,   heirs,   personal
representatives  of  such  person)  against  all liabilities and reasonable
expenses, including, without limitation, fees  and disbursements of counsel
and  judgments,  fines  or penalties incurred by or  awarded  against,  and
amounts paid in settlement  by  or  on behalf of such person, in connection
with or resulting from any pending, threatened  or completed claim, action,
suit or proceeding, and all appeals thereof (each,  a  "Claim"),  in  which
such person may become involved by reason of the fact that he or she is  or
was  a  director,  officer,  employee or agent of the Company, or is or was
serving at the request of the  Company  as  a  director, officer, employee,
agent  or  fiduciary  of another corporation, partnership,  joint  venture,
trust, employee benefit  plan  or  other entity; provided, however, that if
any such person is not wholly successful in defending any such claim, he or
she shall be indemnified only if it  is  determined by a court of competent
jurisdiction or by the Board of Directors,  upon  advice  of legal counsel,
that such person acted in good faith in what he or she reasonably  believed
to  be in the best interest of the Company, or at least not opposed to  the
Company's  interests, and, in addition, with respect to any criminal claim,
that such person had no reasonable cause to believe that his or her conduct
was unlawful.   Such  indemnification is in addition to any rights to which
any subject person may otherwise be entitled.

     In addition, the Company  has  obtained  a  directors'  and  officers'
liability  and  company  reimbursement  policy in the amount of $3,000,000,
which insures against certain liabilities,  including liabilities under the
Securities Act of 1933, subject to applicable retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein  by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers  or  sales  are  being
          made, a post-effective amendment to this registration statement:

          (i)  To  include  any  prospectus required by section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To reflect in the prospectus  any  facts  or  events arising
               after  the effective date of the registration statement  (or
               the most  recent  post-effective  amendment  thereof) which,
               individually  or  in the aggregate, represent a  fundamental
               change in the information  set  forth  in  the  registration
               statement;

          (iii)     To include any material information with respect to the
                    plan  of distribution not previously disclosed  in  the
                    registration  statement  or any material change to such
                    information in the registration statement;

          Provided,  however, that paragraphs (1)(i)  and  (1)(ii)  do  not
          apply if the  information  required  to  be  included  in a post-
          effective amendment by those paragraphs is contained in  periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)   of   the   Securities  Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That, for the purpose  of  determining  any  liability  under the
          Securities Act of 1933, each such post-effective amendment  shall
          be  deemed  to  be  a  new registration statement relating to the
          securities offered therein,  and  the offering of such securities
          at the time shall be deemed to be the  initial bona fide offering
          thereof.

     (3)  To  remove  from  registration  by  means  of   a  post-effective
          amendment  any  of the securities being registered  which  remain
          unsold at the termination of the offering.

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  registration  statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has  been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection  with the securities being registered, the
registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
                            SIGNATURES

     Pursuant to the requirements  of  the  Securities  Act, the registrant
certifies that it has reasonable grounds to believe that  it  meets  all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration  statement  to  be  signed  on  its behalf by the undersigned,
thereunto duly authorized, in the City of Mishawaka,  State  of Indiana, on
September 17, 1997.

                                QUALITY DINING, INC.


                                By:   /S/ DANIEL B. FITZPATRICK
                                    Daniel B. Fitzpatrick
                                    Chairman, President and
                                    Chief Executive Officer


                             POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the following persons in their respective
capacities  and on the respective dates  indicated  opposite  their  names.
Each person whose  signature appears below hereby authorizes each of Daniel
B.  Fitzpatrick  and  William   W.   Moreton,   each  with  full  power  of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this Registration Statement  and  to  file the same,
with exhibits thereto, and other documents in connection therewith,  making
such  changes  in  this  Registration  Statement  as  the  registrant deems
appropriate,  and  appoints  each of Daniel B. Fitzpatrick and  William  W.
Moreton, each with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective  amendment  to this Registration Statement
and  to  file  the  same,  with exhibits thereto, and  other  documents  in
connection therewith.
<TABLE>
<CAPTION>
SIGNATURES                              CAPACITY                          DATE
<S>                                     <C>                               <C>
           /S/ DANIEL B. FITZPATRICK    Chairman, President, Chief        September 17, 1997
               Daniel B. Fitzpatrick    Executive Officer and Director
                                        (Principal Executive Officer)
           /S/ WILLIAM W. MORETON       Executive Vice President,         September 17, 1997
                William W. Moreton      Treasurer and Chief Financial
                                        Officer (Principal Financial
                                        Officer)
            /S/ MARTIN L. MIRANDA       Vice President and Controller     September 17, 1997
                 Martin L. Miranda      (Principal Accounting Officer)
                                        Director
                  David T. Austin
                                        Director
                  Nordahl L. Brue
                /S/ ARTHUR J. DECIO     Director                          September 17, 1997
                  Arthur J. Decio
                                        Director
                Michael J. Dressell
             /S/ JAMES K. FITZPATRICK   Director                          September 17, 1997
               James K. Fitzpatrick
                                        Director
                Ezra H. Friedlander
           /S/ STEVEN M. LEWIS          Director                          September 17, 1997
                  Steven M. Lewis
/S/ CHRISTOPER J. MURPHY, III           Director                          September 17, 1997
             Christopher J. Murphy, III
           /S/ WILLIAM R. SCHONSHECK     Director                         September 17, 1997
   William R. Schonsheck
</TABLE>
<PAGE>
                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                  DESCRIPTION OF EXHIBIT
         Exhibit
           NO.
<S>                       <C>
4.1                       Restated Articles of Incorporation of the Registrant and related
                          amendments.  (The copy of this Exhibit filed as Exhibit 3-A to the
                          Company's Registration Statement on Form 8-A, dated April 1, 1997,
                          is incorporated herein by reference.)
4.2                       By-Laws of the Registrant, as amended to date. (The copy of this
                          Exhibit filed as Exhibit 3-B to the Company's Registration Statement
                          on Form 8-A, dated April 1, 1997, is incorporated herein by
                          reference.)
4.3                       Quality Dining, Inc. 1997 Stock Option and Incentive Plan.
5                         Opinion of Baker & Daniels regarding legality of the securities
                          being registered.
23.1                      Consent of Coopers & Lybrand L.L.P.
23.2                      Consent of Baker & Daniels (included in the Baker & Daniels Opinion
                          filed as Exhibit 5).
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16838}]
{"company-data": {"conformed-name": "QUALITY DINING INC", "cik": "0000917126", "assigned-sic": "5812", "irs-number": "351804902", "state-of-incorporation": "IN", "fiscal-year-end": "1030"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38571", "film-number": "97699741"}, "business-address": {"street1": "4220 EDISON LAKES PKWY", "city": "MISHAWAKA", "state": "IN", "zip": "46545", "phone": "2192714600"}, "mail-address": {"street1": "4220 EDISON LAKES PKWY", "city": "MISHAWAKA", "state": "IN", "zip": "46545"}}
As filed with the Securities and
Exchange Commission on October 23, 1997 Registration No. 333-____
__________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933
                      _______________________

                       QUALITY DINING, INC.
      (Exact name of registrant as specified in its charter)

                 INDIANA                         35-18004902
      (State or other jurisdiction            (I.R.S. Employer
    of incorporation or organization)        Identification No.)

  4220 EDISON LAKES PARKWAY, MISHAWAKA, INDIANA     46545
    (Address of Principal Executive Offices)     (Zip Code)

                     QUALITY DINING, INC. 1997
                  STOCK OPTION AND INCENTIVE PLAN
                     (Full title of the plan)

                       DANIEL B. FITZPATRICK
               PRESIDENT AND CHIEF EXECUTIVE OFFICER
        4220 EDISON LAKES PARKWAY, MISHAWAKA, INDIANA 46545
              (Name and address of agent for service)

                          (219) 271-4600
   (Telephone number, including area code, of agent for service)

                             Copy to:
                        JAMES A. ASCHLEMAN
                            BAKER & DANIELS
                 300 NORTH MERIDIAN STREET, SUITE 2700
                      INDIANAPOLIS, INDIANA 46204
                            (317) 237-0300

                  CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    TO REGISTERED     REGISTERED (1)  OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION FEE
                                           SHARE (2)           PRICE (2)
Common Stock,            1,100,000       $4.59375 (3)       $5,053,125 (3)      $1,531.25 (3)
without par value
(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
     Act"),  this  Registration  Statement  also  registers such additional
     shares of Common Stock as may be offered or issued to prevent dilution
     resulting from stock splits, stock dividends and similar transactions.
(2)  It  is  impracticable  to  state the maximum offering  price.   Shares
     offered pursuant to incentive  stock options granted under the Quality
     Dining, Inc. 1997 Stock Option and Incentive Plan are to be offered at
     not less than the fair market value  of  one  share of Common Stock of
     Quality Dining, Inc. on the date the option is granted.
(3)  Estimated solely for purposes of calculating the  registration fee and
     computed in accordance with Rule 457(c) under the Securities Act using
     the  average of the high and low sale prices of the  Common  Stock  as
     reported  by  the  NASDAQ  National Market System on October 17, 1997,
     which was $4.59375 per share.
PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The Section 10(a) prospectus  for  the Quality Dining, Inc. 1997 Stock
Option and Incentive Plan is not required  to  be filed with the Securities
and Exchange Commission as part of this Registration Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for  the  year  ended October
27, 1996 and the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on  Form  8-A  filed  pursuant  to  the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act"),  including any
amendments  or  reports filed for the purpose of updating such description,
are incorporated  herein by reference.  All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial  statements  are contained in the annual report
described above are incorporated herein by  reference.  All documents filed
by  the Company pursuant to Sections 13(a), 13(c),  14,  or  15(d)  of  the
Exchange  Act  after  the  date  hereof and prior to the termination of the
offering  of  the  securities  offered   hereby   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof  from  the date of
filing  of  such  documents with the Commission.  The Company will promptly
provide without charge  to each person to whom a prospectus is delivered, a
copy  of  any or all information  that  has  been  incorporated  herein  by
reference (not  including  exhibits to the information that is incorporated
by  reference  unless  such  exhibits   are  specifically  incorporated  by
reference into such information), upon the  written or oral request of such
person directed to the Secretary of the Company  at  its principal offices,
4220 Edison Lakes Parkway, Mishawaka, Indiana 46545, (219) 271-4600.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Reference is made to Section 7.8 of the Company's Restated Articles of
Incorporation filed as Exhibit 4.1 hereto which requires  the  Company,  to
the  extent  not  inconsistent  with  applicable law, including the Indiana
Business Corporation Law (IC 23-1-37-1,  ET  SEQ.), as amended from time to
time,  to  indemnify  every  person  (and  the  estate,   heirs,   personal
representatives  of  such  person)  against  all liabilities and reasonable
expenses, including, without limitation, fees  and disbursements of counsel
and  judgments,  fines  or penalties incurred by or  awarded  against,  and
amounts paid in settlement  by  or  on behalf of such person, in connection
with or resulting from any pending, threatened  or completed claim, action,
suit or proceeding, and all appeals thereof (each,  a  "Claim"),  in  which
such person may become involved by reason of the fact that he or she is  or
was  a  director,  officer,  employee or agent of the Company, or is or was
serving at the request of the  Company  as  a  director, officer, employee,
agent  or  fiduciary  of another corporation, partnership,  joint  venture,
trust, employee benefit  plan  or  other entity; provided, however, that if
any such person is not wholly successful in defending any such claim, he or
she shall be indemnified only if it  is  determined by a court of competent
jurisdiction or by the Board of Directors,  upon  advice  of legal counsel,
that such person acted in good faith in what he or she reasonably  believed
to  be in the best interest of the Company, or at least not opposed to  the
Company's  interests, and, in addition, with respect to any criminal claim,
that such person had no reasonable cause to believe that his or her conduct
was unlawful.   Such  indemnification is in addition to any rights to which
any subject person may otherwise be entitled.

     In addition, the Company  has  obtained  a  directors'  and  officers'
liability  and  company  reimbursement  policy in the amount of $3,000,000,
which insures against certain liabilities,  including liabilities under the
Securities Act of 1933, subject to applicable retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein  by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers  or  sales  are  being
          made, a post-effective amendment to this registration statement:

          (i)  To  include  any  prospectus required by section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To reflect in the prospectus  any  facts  or  events arising
               after  the effective date of the registration statement  (or
               the most  recent  post-effective  amendment  thereof) which,
               individually  or  in the aggregate, represent a  fundamental
               change in the information  set  forth  in  the  registration
               statement;

          (iii)     To include any material information with respect to the
                    plan  of distribution not previously disclosed  in  the
                    registration  statement  or any material change to such
                    information in the registration statement;

          Provided,  however, that paragraphs (1)(i)  and  (1)(ii)  do  not
          apply if the  information  required  to  be  included  in a post-
          effective amendment by those paragraphs is contained in  periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)   of   the   Securities  Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That, for the purpose  of  determining  any  liability  under the
          Securities Act of 1933, each such post-effective amendment  shall
          be  deemed  to  be  a  new registration statement relating to the
          securities offered therein,  and  the offering of such securities
          at the time shall be deemed to be the  initial bona fide offering
          thereof.

     (3)  To  remove  from  registration  by  means  of   a  post-effective
          amendment  any  of the securities being registered  which  remain
          unsold at the termination of the offering.

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  registration  statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has  been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection  with the securities being registered, the
registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements  of  the  Securities  Act, the registrant
certifies that it has reasonable grounds to believe that  it  meets  all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration  statement  to  be  signed  on  its behalf by the undersigned,
thereunto duly authorized, in the City of Mishawaka,  State  of Indiana, on
September 17, 1997.

                                QUALITY DINING, INC.

                                By:   /S/ DANIEL B. FITZPATRICK
                                    Daniel B. Fitzpatrick
                                    Chairman, President and
                                    Chief Executive Officer

                             POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the following persons in their respective
capacities  and on the respective dates  indicated  opposite  their  names.
Each person whose  signature appears below hereby authorizes each of Daniel
B.  Fitzpatrick  and  William   W.   Moreton,   each  with  full  power  of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this Registration Statement  and  to  file the same,
with exhibits thereto, and other documents in connection therewith,  making
such  changes  in  this  Registration  Statement  as  the  registrant deems
appropriate,  and  appoints  each of Daniel B. Fitzpatrick and  William  W.
Moreton, each with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective  amendment  to this Registration Statement
and  to  file  the  same,  with exhibits thereto, and  other  documents  in
connection therewith.
SIGNATURES                              CAPACITY                          DATE
/S/ DANIEL B. FITZPATRICK    Chairman, President, Chief        September 17, 1997
               Daniel B. Fitzpatrick    Executive Officer and Director
                                        (Principal Executive Officer)
           /S/ WILLIAM W. MORETON       Executive Vice President,         September 17, 1997
                William W. Moreton      Treasurer and Chief Financial
                                        Officer (Principal Financial
                                        Officer)
            /S/ MARTIN L. MIRANDA       Vice President and Controller     September 17, 1997
                 Martin L. Miranda      (Principal Accounting Officer)
                                        Director
                  David T. Austin
                                        Director
                  Nordahl L. Brue
                /S/ ARTHUR J. DECIO     Director                          September 17, 1997
                  Arthur J. Decio
                                        Director
                Michael J. Dressell
             /S/ JAMES K. FITZPATRICK   Director                          September 17, 1997
               James K. Fitzpatrick
                                        Director
                Ezra H. Friedlander
           /S/ STEVEN M. LEWIS          Director                          September 17, 1997
                  Steven M. Lewis
/S/ CHRISTOPER J. MURPHY, III           Director                          September 17, 1997
             Christopher J. Murphy, III
           /S/ WILLIAM R. SCHONSHECK     Director                         September 17, 1997
   William R. Schonsheck
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
         Exhibit
           NO.
4.1                       Restated Articles of Incorporation of the Registrant and related
                          amendments.  (The copy of this Exhibit filed as Exhibit 3-A to the
                          Company's Registration Statement on Form 8-A, dated April 1, 1997,
                          is incorporated herein by reference.)
4.2                       By-Laws of the Registrant, as amended to date. (The copy of this
                          Exhibit filed as Exhibit 3-B to the Company's Registration Statement
                          on Form 8-A, dated April 1, 1997, is incorporated herein by
                          reference.)
4.3                       Quality Dining, Inc. 1997 Stock Option and Incentive Plan.
5                         Opinion of Baker & Daniels regarding legality of the securities
                          being registered.
23.1                      Consent of Coopers & Lybrand L.L.P.
23.2                      Consent of Baker & Daniels (included in the Baker & Daniels Opinion
                          filed as Exhibit 5).
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).