Exhibit 10.22.1
                       AMENDMENT NO. 2


     This  Amendment is made as of the 3rd day  of  October,
1996,  to  that certain Agreement between Ryan's Properties,
Inc.  and  Family Steak Houses of Florida, Inc., dated  July
11,  1994,  and amended on October 17, 1994 (as  amended  to
date, the "Agreement"):

     The  second  sentence  of Section 5  entitled  "Royalty
Fees" shall be deleted and replaced with the following:

     The  three  percent  (3%) rate will  remain  in  effect
     through December 31, 2001, at which time the rate  will
     change to four percent (4%).

     In  all  other  respects  the  Agreement  shall  remain
     unchanged.

     IN  WITNESS  WHEREOF,  the  parties  have  caused  this
Amendment  to  be  executed  on their  behalf  by  a  person
thereunto  duly  authorized, as  of  the  date  first  above
written.


                              RYAN'S PROPERTIES, INC.

                              /s/ Charles D. Way
                              By:  Charles D. Way
                              Title:    President and  Chief
                              Executive Officer


                              FAMILY    STEAK   HOUSES    OF
                              FLORIDA, INC.

                              /s/ Lewis E. Christman, Jr.
                              By:  Lewis E. Christman, Jr.
                              Title:    President and  Chief
                              Executive Officer