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                                                                   Exhibit 4.25

                 MODIFICATION AGREEMENT NO. 3 TO LOAN AGREEMENT



     THIS Modification Agreement No. 3 to Loan Agreement (this "Modification
Agreement No. 3") is dated as of the 23rd day of January, 1997 by and between
Shoney's, Inc., a Tennessee corporation (the "Borrower") and CIBC, Inc., a
Delaware corporation (the "Lender").

                               W I T N E S E T H:



     WHEREAS, the Borrower and the Lender executed and delivered that certain
Loan Agreement dated as of September 24, 1992, as amended by Modification No. 1
to Loan Agreement dated as of October 25, 1992 and by Modification No. 2 to Loan
Agreement dated as of July 21, 1993 (as so amended, the "Loan Agreement")

     WHEREAS, the Borrower has requested and the Lender has agreed to certain
amendments to the Loan Agreement, subject to the terms and conditions hereof;

     NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the Borrower and the Lender hereby covenant
and agree as follows:

     1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Loan Agreement shall have the meaning
assigned to such term in the Loan Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference


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contained in the Loan Agreement shall from and after the date hereof refer to 
the Loan Agreement as amended hereby.

     2. Amendment to Section 1.1. Section 1.1 of the Loan Agreement hereby is
amended by deleting the definition of "Termination Date" and substituting
therefor the following:

                   "Termination Date" means November 1, 1997.

     3. Restatement of Representations and Warranties. The representations and
warranties of the Borrower set forth in the Loan Agreement and the other Loan
Documents, as modified in accordance herewith, are true and correct in all
respects with the same effect as if made on the date hereof (unless stated to
relate solely to an earlier date, in which case such representations and
warranties were true and correct as of such earlier date).

     4. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Loan Agreement and the other Loan Documents shall be and remain in
full force and effect, and shall constitute the legal, valid, binding and
enforceable obligations of the Borrower. The amendments contained herein shall
be deemed to have prospective application only, unless otherwise specifically
stated herein.

     5. Ratification. The Borrower hereby restates, ratifies and reaffirms each
and every term, covenant and condition set forth in the Loan Agreement and the
other Loan Documents effective as of the date hereof.

     6. Counterparts. This Modification Agreement No. 3 may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the
same instrument.

     7. Section References. Section titles and references used in this
Modification Agreement No. 3 shall be without substantive meaning or content of
any kind whatsoever and are not a part of the agreements among the parties
hereto evidenced hereby.


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     8. No Default. To induce the Lender to enter into this Modification
Agreement No. 3, the Borrower hereby acknowledges and agrees that, as of the
date hereof, and after giving effect to the terms hereof, there exists (i) no
Default Condition or Event of Default and (ii) no right of offset, defense,
counterclaim, claim or objection in favor of the Borrower arising out of or with
respect to any of the Loans or other obligations of the Borrower owed to the
Lender under the Loan Agreement.

     9. Further Assurances. The Borrower agrees to take such further actions as
the Lender shall reasonably request in connection herewith to evidence the
amendments herein contained to the Borrower.

     10. Governing Law. This Modification Agreement No. 3 shall be governed by
and construed and interpreted in accordance with, the laws of the State of
Georgia.

     11. Conditions Precedent. This Modification Agreement No. 3 shall become
effective only upon execution and delivery of this Modification Agreement No. 3
by each of the parties hereto.




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     IN WITNESS WHEREOF, the Borrower the Lender have caused this Modification
Agreement No. 3 to be duly executed, under seal, by its duly authorized officer
as of the day and year first above written.


                                       SHONEYS, INC.


                                       __________________________________,
                                       as Borrower                        (SEAL)


                                       By:  _____________________________
                                            Title:



                                       CIBC, INC.


                                       ________________________________,
                                       as Lender                          (SEAL)


                                       By:   __________________________
                                             Title:







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