Frank Koenemund

                                 Amendment No. 2

                                       to

                                  Schedule 13D

                                       re

                            Chefs International, Inc.


Item 1.   Security and Issuer

      This statement relates to common stock, $.01 par value of
Chefs International, Inc. ("CHEFS"), 62 Broadway, P.O. Box 1332,
Pt. Pleasant Beach, New Jersey 08742.

Item 2.     Identity and Background

      Frank Koenemund is the person filing this statement. Mr.
Koenemund is principally engaged as chief executive officer of
Mister Cookie Face, Inc. ("Mr.  Cookie Face"), a Lakewood, New
Jersey producer of ice cream products acquired by CHEFS on July 23,
1993. On February 20, 1997 (as of January 26, 1997) CHEFS sold 95%
of the capital stock of Mr. Cookie Face back to Mr. Koenemund. His
principal business address is at Mr. Cookie Face's executive
offices at 170 North Oberlin Avenue, Lakewood, New Jersey 08701.
During the last five years, Mr. Koenemund has not been convicted in
any criminal proceeding of a nature described in Item 2(d) of
Schedule 13D and has not been the subject of a judgment, decree or
final order of a nature described in Item 2 (e) of Schedule 13D.
Mr. Koenemund is a citizen of the United States.

Item 3.   Source and Amount of Funds or Other Consideration

      Mr. Koenemund originally filed the Schedule 13D which is being
amended hereby, due to the issuance to Mr. Koenemund of 333,334*
shares of CHEFS common stock on July 23, 1993 in connection with
CHEFS' acquisition of Mr. Cookie Face and the grant to Mr.
Koenemund on July 23, 1993 by Robert E. Brennan, CHEFS' principal
stockholder, of options to purchase an aggregate 500,000 shares of
CHEFS' common stock owned by Mr. Brennan. The options granted by
Mr. Brennan to Mr. Koenemund were as follows:

            No. of         Option               Expiration
            Shares         Price                   Date

            250,000        $16.50                7/23/95
            250,000        $24.00                7/23/96
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      *Effective November 22, 1996, CHEFS completed a one-for-three
reverse stock split of its outstanding Common Stock. All share and






per share  information  in this  Amendment  gives  effect to said  one-for-three
reverse stock split. In addition, unless otherwise indicated, exercise prices as
set forth in this Amendment  have been adjusted by multiplying  the actual price
of the Common Stock for periods prior to November 23, 1996 by three.

      The above  options  expired on the above  expiration  dates  without being
exercised.  On December  19,  1995,  CHEFS'  stockholders  ratified the grant of
five-year  options to Mr.  Koenemund  exercisable to purchase  250,000 shares of
CHEFS' common stock at an exercise price of $3.00 per share. Mr. Koenemund filed
Amendment No. 1 to his  previously  filed  Schedule 13D in connection  with such
ratification.  These options  terminated on February 20, 1997 (as of January 26,
1997) in connection  with CHEFS' sale of 95% of Mr. Cookie Face's  capital stock
to Mr. Koenemund. On January 5, 1998, Mr. Koenemund sold 100,000 shares of CHEFS
common stock in a private transaction at a price of $1.00 per share.

Item 4.   Purpose of Transaction

      At the same  time that  Robert  E.  Brennan  granted  the above  described
options to Mr.  Koenemund,  he granted similar options to three other directors,
Anthony Papalia (333,334),  Martin Fletcher (166,667) and Jack Mariucci (83,334)
to purchase an aggregate  additional  583,335 shares of CHEFS common stock owned
by Mr. Brennan. The options granted to Messrs.  Papalia,  Koenemund and Fletcher
were  exercisable  solely  while the  optionee  was  employed by CHEFS  and/or a
subsidiary and the options granted to Mr. Mariucci were  exercisable  only while
he served as a director of CHEFS.  If all 1,083,335  options had been exercised,
the management group of Messrs. Papalia, Fletcher,  Koenemund and Mariucci would
have to the best of management's  knowledge,  collectively comprised the largest
single  ownership  group of CHEFS'  common  stock.  All of such options  expired
without being exercised.

      (a) Although Mr.  Koenemund has no present  specific  plans to buy or sell
any additional CHEFS securities,  he may in the future purchase CHEFS securities
as an investment or sell CHEFS securities to reduce or liquidate his investment.

      During July 1993,  CHEFS acquired all of the outstanding  capital stock of
Mr. Cookie Face for an aggregate  333,334  shares of CHEFS common  stock.  Frank
Koenemund,  the sole  proprietor of Mister Cookie Face was elected a director of
CHEFS. In August 1993,  CHEFS filed a registration  statement on Form SB-2 (File
No. 33-66936) with the Securities and Exchange Commission  registering a maximum
383,334 Units of common stock and common stock purchase warrants for public sale
in a proposed underwritten public offering.  The offering did not take place and
the registration statement was withdrawn.

      The  options  granted  to Mr.  Koenemund  which  were  ratified  by  CHEFS
stockholders  on December 19, 1995,  exercisable  to purchase  250,000 shares of
CHEFS' common stock at $3.00 per share were






exercisable only while Mr. Koenemund was serving as an officer,
director or employee of CHEFS or a subsidiary. These options
terminated as of January 26, 1997 at the time CHEFS sold 95% of the
capital stock of Mr. Cookie Face to Mr. Koenemund.

      Except as above disclosed,  the following describes any plans or proposals
which Mr.  Koenemund  presently  has with  respect to the  following  enumerated
subparagraphs of Item 4 of Schedule 13D:

      (b)  None  (c)  None (d) None (e) None (f) None (g) None (h) None (i) None
      (j) None

Item 5.   Interest in Securities of the Issuer

      (a) The following table sets forth the aggregate  number and percentage of
outstanding  shares of CHEFS common stock beneficially owned on the date of this
report by Mr. Koenemund.

                              Number of Shares          Percentage

      Frank Koenemund     233,334shs                              5%

      (b) Mr. Koenemund has sole power to vote and dispose of the 233,334 shares
of CHEFS common stock he presently owns.

      (c) Other than the 100,000 shares of CHEFS common stock which he sold in a
private  transaction  on  January  5, 1998,  Frank  Koenemund  has made no other
purchases or acquisitions of CHEFS' securities during the preceding 60 days.

      (d) Mr.  Koenemund  has sole power to  receive  or direct  the  receipt of
dividends  from or the  proceeds of sale from the said  233,334  shares of CHEFS
common stock.

      (e)   Inapplicable.

Item 6.     Contracts, Arrangements, Understandings or
            Relationship with Respect to Securities of the Issuer

      The  333,334  shares of CHEFS  common  stock  issued to Mr.  Koenemund  in
connection  with the Mr. Cookie Face  acquisition  were subject to forfeiture in
whole or in part if CHEFS  provided Mr. Cookie Face with at least  $5,000,000 of
funding for business development on or before January 30, 1994 and if Mr. Cookie
Face  failed to attain  certain  specified  levels of net revenue for the fiscal
years ended January 30, 1994 and January 29, 1995.  CHEFS failed to provide such
funding and the shares were issued to Mr.





Koenemund. See Item 4 above as to restrictions on exercise of the
options granted to Mr. Koenemund by Mr. Brennan. These options
expired without being exercised.

Item 7.     Material to be Filed as Exhibits

      - Acquisition  Agreement dated as of June 30, 1993 between Frank Koenemund
and CHEFS containing forfeiture provisions with respect to the 333,334 shares of
CHEFS common stock issued to Mr.  Koenemund in  connection  with the Mr.  Cookie
Face acquisition.
(Section 9) (Previously Filed).

      - July 23, 1993 option from Robert E. Brennan to purchase  500,000  shares
(Previously Filed).

      - December 19, 1995 stock option agreement (Previously Filed).


                                    SIGNATURE

      After  reasonable  inquiry and to the best of my  knowledge I certify that
the information set forth in this statement is true, complete and correct.




As of January 5, 1998                                       Frank Koenemund
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Date                          Signature                     Name