Item 4.     Submission of Matters to a Vote of Security Holders



The Annual Meeting of  Stockholders  of the Company was held on June
11, 1996. At the Meeting, the following actions were taken by the stockholders:


1. Barry M. Alpert and  Clarence V. McKee were  elected as Directors
to serve until the Annual Meeting in 1999 and until their successors are elected
and qualified or until their earlier resignation, removal from office or death.
The votes cast for and against each were as follows:





FOR               AGAINST





Barry M. Alpert          42,777,492            809,642
Clarence V. McKee        42,749,311            837,823



(Note: Mr. Alpert resigned from the Board of Directors on July 22, 1996.)



2. The appointment of KPMG Peat Marwick as the Company's independent
auditors for the year 1996 was ratified and approved. The voting on the proposal
was as follows:


For                42,959,741
Against               355,496
Abstain               271,897
Broker Non-Votes            0



Item 5.     Other Information



None



25




Item 6.     Exhibits and Reports on Form 8-K



(a.)        Exhibits:


4.25  Tenth Amendment  Agreement  dated as of May 26, 1996,  between
the  Company  and each of the banks  party to the  Amended and
Restated Credit Agreement, dated as of April 12, 1995.


4.26  Eleventh  Amendment  Agreement  dated  as of  July  29,  1996,
between the Company and each of the banks party to the Amended
and Restated Credit Agreement, dated as of April 12, 1995.


10.51 Employment Agreement between  the Company and James T. Holder,
dated July 26, 1996.


10.52 Employment Agreement between the Company and Michael T. Welch,
dated July 26, 1996.


27    Financial Data Schedule


(b)         Reports on 8-K:


The  following  reports  on Form 8-K were filed  during the  quarter
covered by this report:


The  Company  filed a Report  on Form 8-K with the  Commission
dated April 23, 1996,  reporting  under Item 5 the resignation
of Herbert G. Brown as Chairman of the Board and as a Director
of the Company on April 23, 1996 and  certain  other  intended
changes to the Board of Directors of the Company.


The  Company  filed a Report  on Form 8-K with the  Commission
dated May 20, 1996, reporting  under Item 5 the resignation of
Keith J. Kinsey as Executive Vice  President,  Chief Operating
Officer and Chief Financial Officer of the Company,  effective
May 24, 1996, and the  appointment of James T. Holder as Chief
Financial Officer of the Company.


The  Company  filed a Report  on Form 8-K with the  Commission
dated June 13, 1996, reporting under Item 5 the existence of a
default  judgement  entered  against  it in the U.S.  District
Court for the Northern District of Illinois, Eastern Division,
in a proceeding  entitled  Ihor Kleban vs.  Checkers  Drive-In
Restaurants,  Inc.,  Meridian  Restaurant Group, Inc., Burling
Bank, S.V.S. Restaurant Management, Inc., International Double
Drive-Thru,  Inc.  Andrew Sun,  John Young,  Thomas J. Singer,
John D. Terzakis,  individually and d/b/a Midwest  Properties,
Willobrook  Restaurant  Corporation,  James W. Thompson,  Jr.,
Joseph  P.  Tedesco,  Jr.,  John  A.  Garity  III,  Esg.,  and
Greenscape  Landscaping,  Inc., case number 95C-2920,  and the
June 28, 1996 vacation of the default judgement by the court.



26