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                                                                    EXHIBIT 4(d)

                          AMENDMENT TO RIGHTS AGREEMENT

         THIS AMENDMENT (the "Amendment"), between J. Alexander's Corporation, a
Tennessee corporation (the "Company"), and SunTrust Bank, Atlanta (the "Rights
Agent").


                               W I T N E S S E T H

         WHEREAS, on May 16, 1989, the Company entered into that certain Rights
Agreement between the Company and the Rights Agent (the "Rights Agreement");

         WHEREAS, the Board of Directors of the Company declared a distribution
of one Right for each outstanding share of Common Stock issued (including shares
distributed from Treasury) by the Company thereafter as well as each share of
Common Stock issued by the Company prior to the Distribution Date (as defined in
Section 3(a) of the Rights Agreement);

         WHEREAS, the Rights Agreement was previously amended by the Amendments
to Rights Agreement effective February 22, 1999;

         WHEREAS, the Board of Directors of the Company has determined that it
is in the best interest of the Company to further amend the Rights Agreement as
set forth in this Amendment;

         WHEREAS, pursuant to Section 26, the Company and the Rights Agent, at
the direction of the Company's Board of Directors, may supplement or amend any
provision of the Rights Agreement without the approval of any holders of
certificates representing shares of the Company's Common Stock since the
Distribution Date has not yet occurred;

         WHEREAS, terms used in this Amendment that are defined in the Rights
Agreement are used with the meanings ascribed to them in the Rights Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         1.       Amendment.  Effective as of the date of this Amendment, the 
Rights Agreement shall be amended as follows:

         Section 1 (a) defining, "Acquiring Person" is amended to add at the end
         thereof the following:

                  Notwithstanding the foregoing, Solidus, LLC and its affiliates
                  shall not be or become an "Acquiring Person" as the result of
                  its acquisition of Company Common Stock in excess of 20% or
                  more of the shares of Company Common Stock outstanding.


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         2. Effective Date. The Amendment shall become effective as of the date
hereof upon its execution and delivery by each of the parties.

         3. Rights Agreement. Except as set forth in Section 1 above, the Rights
Agreement shall remain in full force and effect.

         4. Counterparts.  This Amendment may be executed in one or more 
counterparts, each of which shall be deemed an original and all of which 
together shall constitute a single instrument.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers or agents all as of the
date first above written.



                                         J. ALEXANDER'S CORPORATION


                                         By:  /s/ Lonnie J. Stout II 
                                              ---------------------------------
                                              Name: Lonnie J. Stout II
                                              Title:  Chairman, President & CEO
                                              Date: March 22, 1999



                                         SUNTRUST BANK, ATLANTA


                                         By: /s/ Letitia A. Radford       
                                             ----------------------------------
                                             Name: Letitia A. Radford
                                             Title: Vice President
                                             Date: March 22, 1999