AMENDMENT NO. 1 TO
            POST-EMPLOYMENT CONSULTING AGREEMENT

      THIS AGREEMENT NO. 1 (the "Amendment") to that certain
Post-Employment Consulting Agreement (the "Agreement") dated
September 4, 1991, by and between Ridgewood Hotels, Inc.,  a
Delaware    corporation   (formerly   known   as   Ridgewood
Properties,  Inc.)  (the "Company"), with  offices  at  2859
Paces  Ferry  Road,  Suite 700, Atlanta, Georgia  30339  and
Byron  T.  Cooper, an individual residing at  2580  Raintree
Way, Marietta, Georgia 30068 (the "Executive").

      WHEREAS,  Executive is employed by the  Company  as  a
senior  executive officer as such term is  used  in  Section
3(b) of the Agreement;

      WHEREAS, pursuant to the terms and conditions  of  the
Agreement,  Executive  would be  entitled  to  a  Consulting
Period  (as  defined in the Agreement) of  twenty-four  (24)
months; and

      WHEREAS, Executive and the Company desire to amend the
Agreement to reduce the Consulting Period upon the terms and
subject to the conditions set forth in this Amendment,

     NOW, THEREFORE, in consideration of the mutual premises
herein   set   forth,  and  for  other  good  and   valuable
consideration,  the  receipt and  sufficiency  of  which  is
hereby acknowledged, the parties hereto agree as follows:

     1.    Definitions.   Unless otherwise  defined  herein,
       capitalized terms used herein shall have the same meaning as
       ascribed to them in the Agreement.

     2.    Reduction  of  Consulting Period.  Commencing  on
       September 1, 1998, the Consulting Period shall be reduced by
       one (1) month for each month that Executive continues to be
       employed by the Company, through and including August 31,
       1999 (the "Reduction Period"), such that if Executive
       remains employed by the Company through the Reduction
       Period, thereafter the Consulting Period shall be twelve
       (12) months in duration.  Effective September 1, 1999, the
       Agreement shall be amended by deleting Section 3(b) thereof
       in its entirety.

     IN  WITNESS  WHEREOF, the parties hereto have  executed
this Amendment as of the 18th day of August, 1998.

EXECUTIVE                     RIDGEWOOD HOTELS, INC.



                               By: ____________________________________
___________________________
Byron T. Cooper                         Its: