EXECUTION COUNTERPART

                   SECOND AMENDMENT TO LOAN FACILITY
                         AGREEMENT AND GUARANTY

     THIS SECOND AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY (this 
"Second Amendment") dated as of March 4, 1998, by and between RUBY 
TUESDAY, INC., a Georgia corporation ("Sponsor"), each of the financial 
institutions listed on the signature pages hereof (the "Participants") 
and SUNTRUST BANK, ATLANTA, a Georgia banking corporation, as servicer 
(in such capacity, the "Servicer");

                          W I T N E S S E T H:

      WHEREAS, the Sponsor, Participants and Servicer, in order to make 
available a loan facility to certain franchisees of Sponsor, entered into 
that certain Loan Facility Agreement and Guaranty dated as of May 30, 
1997, as amended by that certain First Amendment to Loan Facility 
Agreement and Guaranty, dated as of October 30, 1997 (as hereafter 
amended or modified, the "Loan Facility Agreement") by and among Sponsor, 
Servicer and the Participants;

     WHEREAS, in order to expedite the ongoing operations of the loan 
facility, Sponsor and the Servicer entered into that certain Servicing 
Agreement, dated as of May 30, 1997 (as amended or modified, the 
"Servicing Agreement") to set forth certain agreements regarding fees and 
operations; 

     WHEREAS, the Sponsor has requested, and the Servicer and the 
Participants have agreed, to enter into certain amendments to the Loan 
Facility Agreement;

     WHEREAS, the Sponsor, the Participants and the Servicer wish to 
enter into this Second Amendment to set forth their understandings 
regarding the amendments;

     NOW, THEREFORE, for and in consideration of the mutual premises 
contained herein and other valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto, 
intending to be legally bound, agree as follows:

     I.  Definitions.  All terms used herein without definition shall 
have the meanings set forth for such terms in the Loan Facility 
Agreement.

     II.  Amendments.

       A.  Amendments to Section 1.1 of the Loan Facility Agreement.  
Section 1.1 of the Loan Facility Agreement is hereby amended by adding 
the following new definitions to such Section 1.1 in alphabetical order:

          "Franchise Partner Program" shall mean the optional financing 
and business structuring program offered by the Sponsor to a limited 
number of qualified restaurant operators, such operators to be determined 
by the Sponsor in its sole discretion, which provides such restaurant 
operators a business structure for organizing, owning and funding the 
establishment and operation of at least 8 to  10 restaurants doing 
business under operating concepts owned by Sponsor.  

          "Mozzarella's" shall mean "Mozzarella's American Cafes", an 
operating concept of the Sponsor. 

          "Ruby Tuesday" shall mean "Ruby Tuesday", an operating concept 
of Sponsor.

          "Tia's" shall mean "Tia's Mexican Restaurants", an operating 
concept of Tias, Inc., a Texas corporation, a wholly owned subsidiary of 
Sponsor.

     B.  Amendment to Section 6.1 of the Loan Facility Agreement.  
Section 6.1 of the Loan Facility Agreement is hereby amended by deleting 
Section 6.1(h)(iii) thereof and substituting the following in lieu 
thereof:

          "(iii)  Consolidated Net Worth.  Maintain at all times 
Consolidated Net Worth in an amount not less than the sum of (i) 
$180,000,000, plus (ii) an amount equal to 100% of the Net Proceeds of 
all issuances of stock, warrants, Subordinated Debt, or other equity of 
the Sponsor issued following the date hereof."

     C.  Amendment to Section 6.2 of the Loan Facility Agreement.  
Section 6.2 of the Loan Facility Agreement is hereby amended by deleting 
Section 6.2(c) thereof and substituting the following in lieu thereof:

          "(c)  Mergers, Sales, Etc.(A) Merge or consolidate with any 
other Person, except that this Section 6.2(c) shall not apply to (i) any 
merger or consolidation of Sponsor with any other Person provided that 
the Sponsor is the surviving corporation after such merger or 
consolidation, (ii) any merger or consolidation of any of the Sponsor's 
Subsidiaries with any other Person provided that any such Subsidiary 
shall be the surviving corporation after such merger or consolidation or 
(iii) any merger between Subsidiaries of Sponsor, and (B) sell, lease, 
transfer or otherwise dispose of its accounts, property or other assets 
(including capital stock of any Subsidiary of Sponsor), except that this 
Section 6.2(c) shall not apply to (i) any sale, lease, transfer or other 
disposition of assets of any Subsidiary of the Sponsor to the Sponsor or 
any of its Material Subsidiaries, (ii) sales of inventory in the ordinary 
course of business of the Sponsor and its Subsidiaries, (iii) disposition 
of equipment or inventory determined in good faith to be obsolete or 
unusable by the Sponsor or its Subsidiaries, or (iv) any other sale of 
the Sponsor's assets during the term of this Agreement (excluding the 
sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby 
Tuesday units pursuant to the Company's Franchise Partner Program) with 
an aggregate book value, when aggregated with all other such sales since 
may 30, 1997, not exceeding 7.5% of the aggregate book value of all of 
the Sponsor's assets on the date of such transfer; provided, however, 
that no transaction pursuant to clause (A), clause (B)(i) or clause 
(B)(iv) above shall be permitted if any Unmatured Credit Event or Credit 
Event exists at the time of such transaction or would exist as a result 
of such transaction."

     III.  Conditions of Effectiveness.  This Second Amendment shall 
become effective as of the date first above written (the "Effective 
Date") when this Second Amendment shall have been executed and delivered 
by Sponsor and the Required Participants to the Servicer. 

     IV.  Representations and Warranties of Sponsor.  Sponsor, without 
limiting the representations and warranties provided in the Loan Facility 
Agreement, represents and warrants to the Participants and the Servicer 
as follows:

          1.  The execution, delivery and performance by Sponsor of this 
Second Amendment are within Sponsor's corporate powers, have been duly 
authorized by all necessary corporate action (including any necessary 
shareholder action) and do not and will not (a) violate any provision of 
any law, rule or regulation, any judgment, order or ruling of any court 
or governmental agency, the articles of incorporation or by-laws of 
Sponsor or any indenture, agreement or other instrument to which Sponsor 
is a party or by which Sponsor or any of its properties is bound or (b) 
be in conflict with, result in a breach of, or constitute with notice or 
lapse of time or both a default under any such indenture, agreement or 
other instrument.

          2.  This Second Amendment constitutes the legal, valid and 
binding obligations of Sponsor, enforceable against Sponsor in accordance 
with their respective terms.

          3.  No Unmatured Credit Event or Credit Event has occurred and 
is continuing as of the Effective Date.

     V.   Survival.  Each of the foregoing representations and warranties 
and each of the representations and warranties made in the Loan Facility 
Agreement shall be made at and as of the Effective Date.  Each of the 
foregoing representations and warranties shall constitute a 
representation and warranty of Sponsor under the Loan Facility Agreement, 
and it shall be a Credit Event if any such representation and warranty 
shall prove to have been incorrect or false in any material respect at 
the time when made.  Each of the representations and warranties made 
under the Loan Facility Agreement (including those made herein) shall 
survive and not be waived by the execution and delivery of this Second 
Amendment or any investigation by the Participants or the Servicer.

     VI.  No Waiver, Etc.  Sponsor hereby agrees that nothing herein 
shall constitute a waiver by the Participants of any Unmatured Credit 
Event or Credit Event, whether known or unknown, which may exist under 
the Loan Facility Agreement.  Sponsor hereby further agrees that no 
action, inaction or agreement by the Participants, including without 
limitation, any indulgence, waiver, consent or agreement altering the 
provisions of the Loan Facility Agreement which may have occurred with 
respect to the non-payment of any obligation during the terms of the Loan 
Facility Agreement or any portion thereof, or any other matter relating 
to the Loan Facility Agreement, shall require or imply any future 
indulgence, waiver, or agreement by the Participants.  In addition, 
Sponsor acknowledges and agrees that it has no knowledge of any defenses, 
counterclaims, offsets or objections in its favor against any Participant 
with regard to any of the obligations due under the terms of the Loan 
Facility Agreement as of the date of this Second Amendment.

     VII.  Ratification of Loan Facility Agreement.  Except as expressly 
amended herein, all terms, covenants and conditions of the Loan Facility 
Agreement and the other Operative Documents shall remain in full force 
and effect, and the parties hereto do expressly ratify and confirm the 
Loan Facility Agreement as amended herein.  All future references to the 
Loan Facility Agreement shall be deemed to refer to the Loan Facility 
Agreement as amended hereby.

     VIII.  Binding Nature.  This Second Amendment shall be binding upon 
and inure to the benefit of the parties hereto, their respective heirs, 
successors, successors-in-titles, and assigns.

     IX.  Costs, Expenses and Taxes.  Sponsor agrees to pay on demand all 
reasonable costs and expenses of the Servicer in connection with the 
preparation, execution and delivery of this Second Amendment and the 
other instruments and documents to be delivered hereunder, including, 
without limitation, the reasonable fees and out-of-pocket expenses of 
counsel for the Servicer with respect thereto and with respect to 
advising the Servicer as to its rights and responsibilities hereunder and 
thereunder.  In addition, Sponsor shall pay any and all stamp and other 
taxes payable or determined to be payable in connection with the 
execution and delivery of this Second Amendment and the other instruments 
and documents to be delivered hereunder, and agrees to save the Servicer 
and each Participant harmless from and against any and all liabilities 
with respect to or resulting from any delay in paying or omission to pay 
such taxes.

     X.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA. 

     XI.  Entire Understanding.  This Second Amendment sets forth the 
entire understanding of the parties with respect to the matters set forth 
herein, and shall supersede any prior negotiations or agreements, whether 
written or oral, with respect thereto.

     XII.  Counterparts.  This Second Amendment may be executed in any 
number of counterparts and by different parties hereto in separate 
counterparts and may be delivered by telecopier.  Each counterpart so 
executed and delivered shall be deemed an original and all of which taken 
together shall constitute but one and the same instrument.

         [Remainder of page intentionally left blank.]

     IN WITNESS WHEREOF, the parties hereto have executed this Second 
Amendment through their authorized officers as of the date first above 
written.



RUBY TUESDAY, INC.

By: /s/ J. Russell Mothershed
Title: C.F.O.

Attest:
Secretary

[CORPORATE SEAL]


SUNTRUST BANK, ATLANTA, as Servicer

By: 
Title:

By: 
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SUNTRUST BANK, ATLANTA

By:
Title:

By:
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AMSOUTH BANK OF ALABAMA

By:
Title:


FIRST AMERICAN NATIONAL BANK

By:
Title


WACHOVIA BANK, N.A.

By: 
Title:


BARNETT BANK, N.A.

By:
Title:


HIBERNIA NATIONAL BANK

By: 
Title:


FIRST TENNESSEE BANK

By: 
Title: