AMENDMENT NO. 1

       Amendment No. 1 to the Amended and Restated Rights Agreement,
dated as of May 25, 1994 (the "Rights Agreement"), between Shoney's,
Inc., a Tennessee corporation (the "Company"), and Harris Trust and
Savings Bank, an Illinois banking corporation, as Rights Agent (the
"Rights Agent," which term shall include any successor Rights Agent
under the Rights Agreement).


                      WITNESSETH:

       WHEREAS, on May 25, 1994, the Company and the Rights Agent
entered into the Rights Agreement;

       WHEREAS, Section 5.4 of the Rights Agreement provides that the
Company may amend the Rights Agreement without the approval of any
holders of Rights Certificates with respect to matters which shall not
adversely affect the interest of such holders; and

       WHEREAS, the Company and the Rights Agent wish to amend the
Rights Agreement;

       NOW, THEREFORE, for and in consideration of the premises, the
Rights Agreement is amended as follows:

       1.    Subsection (b) of Section 5.1 shall be relettered
subparagraph (c) and a new subsection (b) shall be added immediately
prior thereto which shall read as follows:

             (b)    In the event the Company shall receive a
       Qualified Offer (as hereinafter defined), the Board of
       Directors of the Company shall either (i) within 60 days of
       receipt of the Qualified Offer either redeem the Rights or
       approve an alternative transaction which the Board of
       Directors of the Company has determined to be financially
       superior for the holders of shares of Common Stock other than
       the Person making the Qualified Offer and its Affiliates or
       (ii) call a special meeting of shareholders at which the
       shareholders shall vote on whether to redeem the Rights, which
       the Board of Directors of the Company shall do if a majority
       of the outstanding shares not Beneficially Owned by the Person
       making the Qualified Offer votes affirmatively to request the
       Board to redeem the Rights.  A "Qualified Offer" is a tender
       offer (i) made in accordance with applicable law, (ii) for all
       outstanding shares at the same price per share, (iii) for cash
       on a fully-financed basis or for non-cash consideration
       consisting solely of New York Stock Exchange listed securities
       offered on a basis that will afford holders of shares tax-
       deferred treatment, (iv) not subject to financing, funding or
       due diligence conditions and (v) as to which a nationally 


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       recognized investment banking firm selected by the Company has
       not opined is inadequate.

       IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of April 18, 1995.

                          SHONEY'S, INC.

                          By:/s/ F. E. McDaniel, Jr.
                             ---------------------------
                          Name: F. E. McDaniel, Jr.     
                               -------------------------
                          Title: Secretary and Treasurer
                                 -----------------------


                          HARRIS TRUST AND SAVINGS BANK


                          By: /s/ Keith A. Bradley            
                             ---------------------------
                          Name: Keith A. Bradley        
                               -------------------------
                          Title:Assistant Vice President
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