EXHIBIT 10.80


         FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DATED DECEMBER 4, 1995
                                    BETWEEN
         AFC ENTERPRISES, INC. F/K/A AMERICA'S FAVORITE CHICKEN COMPANY
                                (THE "COMPANY")
                                      AND
                         SAMUEL N. FRANKEL ("EMPLOYEE")

         WHEREAS, the Company and Employee entered into an Employment Agreement
dated as of December 4, 1995, (the "Employment Agreement") governing the terms
and conditions of Employee's employment with the Company; and

         WHEREAS, the Company and Employee desire to amend the compensation
provision of the Employment Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

         1.       Section 3 of the Employment Agreement is hereby deleted in
its entirety and the following new Section 3 is inserted in lieu thereof:

                  3.       Base Salary.

                           Beginning on April 1, 1997 and continuing during the
                  term hereof, the Company shall pay Employee, in equal
                  installments no less frequently than monthly, a base salary
                  at the rate of no less than Three Hundred Thousand Dollars
                  (U.S. $300,000.00) per annum. The Employee's base salary
                  shall be reviewed by the Board of Directors of the Company on
                  an annual basis.

         2.       The Employment Agreement, as amended hereby, is hereby
reaffirmed and restated herein by the undersigned, and said Employment
Agreement is hereby incorporated herein by reference as fully as if set forth
in its entirety in this First Amendment.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed and Employee has hereunto set his hand this 1st day of June 1997,
effective as of April 1, 997.


                                        COMPANY:

                                        AFC ENTERPRISES, INC.

                                        By: /s/ Dick R. Holbrook
                                           ------------------------------------
                                           Dick R. Holbrook, President


                                        EMPLOYEE:

                                        /s/ Samuel N. Frankel
                                        ---------------------------------
                                        Samuel N. Frankel