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EXHIBIT 10(d)
                           AGREEMENT

     This  Agreement is entered between Piccadilly Cafeterias,
Inc. ("Piccadilly") and James W. Bennett ("Bennett") effective
September 28, 1994.

     Piccadilly and Bennett agree:

     1.    The  purpose  of  this  Agreement  is  to  conclude
amicably the employment relationship that has existed  between
Piccadilly and Bennett.

     2.     Bennett  resigns  from  employment  by  Piccadilly
effective  September  27,  1994, and Piccadilly  accepts  this
resignation with appreciation for Bennett's years  of  service
to Piccadilly.

     3.    Piccadilly will pay Bennett, as severance  pay,  an
amount equal to his base salary for twelve months, or a  total
of $300,000.  This amount will be paid in installments in such
amounts  as shall be specified by Bennett in writing  and  the
full amount shall be paid within 24 months.

     4.    To  the extent allowed by law, the unexercised  and
unexpired stock options granted to Bennett in the Stock Option
Agreements  dated  January 27, 1992 and  May  18,  1992  shall
remain  available to him in accordance with the terms of  such
Stock  Option Agreements notwithstanding his resignation  from
employment.

     5.    For  a  period of two (2) years from  the  date  of
resignation,   Bennett   will   be   entitled   to   continued
participation in Piccadilly's group health insurance  plan  on
the  same  basis as that applicable prior to his  resignation,
except that Piccadilly will pay the full premium and will  pay
the $300 per person per year deductible if a claim is made.

     6.    Piccadilly will promptly transfer to Bennett  title
to  the  Mercedes  Benz automobile that  has  been  heretofore
furnished by Piccadilly for Bennett's use.

     7.    For  the  consideration  described  above,  Bennett
releases,  acquits and discharges Piccadilly,  its  directors,
officers,  employees,  agents  and  insurers,  and  all  other
persons,  firms  and corporations, of and  from  any  and  all
claims  he may have against them arising out of his employment
by   Piccadilly  and  the  termination  of  that   employment,
including  any claims arising under contract or under  federal
or state law or regulation.

     8.    Bennett will cooperate with Piccadilly in effecting
an  orderly  transition,  and will  assist  Piccadilly  for  a
reasonable  period of time and without additional compensation
in  connection with matters related to the period in which  he
served  as  an  officer of the corporation and  in  which  his
knowledge is useful to the corporation.

     9.    Both Piccadilly and Bennett will keep the terms  of
the  Agreement confidential, and will not disclose such  terms
to any person except their accountants, taxing authorities, or
as may be required by federal or state law or regulation.

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     10.  Bennett acknowledges that no promise, inducement  or
agreement  not  herein  expressed has  been  made,  that  this
Agreement  contains the entire agreement between the  parties,
and that the terms of this document are contractual and not  a
mere recital.

Piccadilly Cafeterias, Inc.

By:    /s/ Paul Murril                         9/28/94
       Paul Murrill                             Date
   Chairman of the Board


       /s/ James W. Bennett                    9/28/94                  
       James W. Bennett                         Date