SHONEY'S, INC.
         Offer to Purchase for Cash and Solicitation of Consents
                           Relating to its
     Liquid Yield Option Notes Due 2004 (Zero Coupon - Subordinated)
                        CUSIP No. 825039 AC 4


- -----------------------------------------------------------------------------
THIS OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 14,
2000, UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE").  HOLDERS OF LYONS MUST TENDER THEIR LYONS (AND NOT HAVE
WITHDRAWN SUCH LYONS) AND PROVIDE CORRESPONDING CONSENTS TO THE PROPOSED
AMENDMENTS (AND NOT HAVE REVOKED SUCH CONSENTS) ON OR PRIOR TO THE EXPIRATION
DATE TO RECEIVE THE TENDER OFFER AND CONSENT CONSIDERATION.
- -----------------------------------------------------------------------------

                                                                July 18, 2000

To Brokers, Dealers, Commercial Banks,
  Trust Companies and Other Nominees:

     Shoney's, Inc., a Tennessee corporation (the "Company"), is offering to
purchase for cash, on the terms and subject to the conditions set forth in
the Purchase Offer and Consent Solicitation Statement dated July 18, 2000
(as it may be supplemented or amended from time to time, the "Statement"),
and the related Letter of Transmittal and Consent (as it may be supplemented
or amended from time to time, the "Letter of Transmittal and Consent," and,
together with the Statement, the "Offer"), all of its outstanding Liquid
Yield Option Notes Due 2004 (Zero Coupon - Subordinated) (the "LYONs").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Statement.

     In conjunction with the Offer, the Company also is soliciting consents
(the "Solicitation") from holders of the LYONs (each, a "Holder" and,
collectively, the "Holders") of at least a majority of the aggregate
principal amount at maturity of the outstanding LYONs (the "Consents") to the
proposed amendments described in the Statement (the "Proposed Amendments") to
the Indenture dated as of April 1, 1989, between the Company and The Bank of
New York, as successor to Sovran Bank/Central South, as trustee, pursuant to
which the LYONs were issued (the "Indenture"). The Proposed Amendments would
remove limitations on the ability of the Company to consolidate with or merge
into, or to convey, transfer or lease all or substantially all its assets to,
another person.

     For your information and for forwarding to your clients for whom you
hold the LYONs registered in your name or in the name of your nominee, we are
enclosing the following documents:

     1.   The Statement;

     2.   A Letter of Transmittal and Consent for the LYONs for your
          use and for the information of your clients, together with
          Guidelines for Certification of Taxpayer Identification
          Number on Substitute Form W-9 providing information relating
          to backup U.S. federal income tax withholding;



     3.   A printed form of letter, including a Letter of
          Instructions, which may be sent to your clients for whose
          accounts you hold LYONs registered in your name or in the
          name of your nominee, with space provided for obtaining such
          clients' instructions with regard to the Offer;

     4.   A Notice of Guaranteed Delivery and Consent to be used in
          tendering LYONs if certificates for the LYONs are not lost
          but are not immediately available, or if the procedure for
          book-entry transfer cannot be completed on or before the
          Expiration Date; and

     5.   A return envelope addressed to The Bank of New York, the
          Depositary.

     DTC participants will be able to execute tenders and deliver Consents
with respect to such tenders through the DTC Automated Tender Offer Program.

     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN
THEIR INSTRUCTIONS.

     Any inquiries you may have with respect to the Offer should be
addressed to D.F. King & Co., Inc., the Information Agent for the Offer, or
Banc of America Securities LLC, the Dealer Manager for the Offer, at their
respective addresses and telephone numbers as set forth on the back cover of
the Statement. Additional copies of the enclosed materials may be obtained
from the Information Agent or the Dealer Manager.


                                     Very truly yours,

                                     SHONEY'S, INC.


NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.


IMPORTANT:  THE LETTER OF TRANSMITTAL AND CONSENT (OR A FACSIMILE THEREOF),
WITH ANY REQUIRED SIGNATURE GUARANTEES, TOGETHER WITH THE LYONS AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY AND CONSENT, MUST BE
RECEIVED BY THE DEPOSITARY AT OR PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE IN ORDER FOR HOLDERS TO RECEIVE THE TENDER OFFER AND
CONSENT CONSIDERATION.







                                      2