FIRST AMENDMENT TO THE MORRISON HEALTH CARE, INC.
     SALARY DEFERRAL PLAN

     THIS FIRST AMENDMENT is made on this 31st day of
December, 1996, by MORRISON HEALTH CARE, INC. (the "Primary
Sponsor"), a corporation organized and existing under the
laws of the State of Georgia.

                        W I T N E S S E T H:

     WHEREAS, the Primary Sponsor maintains the Morrison
Health Care, Inc. Salary Deferral Plan (the "Plan"), which
was established by indenture dated March 7, 1996;

     WHEREAS, Ruby Tuesday, Inc. is the successor to
Morrison Restaurants Inc. which effected that certain plan
of distribution involving the distribution to its
stockholders of all of the outstanding shares of common
stock, respectively, of Morrison Fresh Cooking, Inc. and
Morrison Health Care, Inc. (the "Distributions"); and

     WHEREAS, the Primary Sponsor desires to amend the Plan
primarily to clarify how the Distributions will affect Plan
participation by certain former employees of Morrison
Restaurants Inc. who did not continue in the employment of
Morrison Health Care, Inc., immediately following the
Distributions;

     NOW, THEREFORE, the Plan is hereby amended, effective
immediately, as follows:

1.    By adding a new Section 1.16A, as follows:

          "1.16A  `Distributions' means the distributions by
      Morrison Restaurants Inc. to its stockholders of all of the
      outstanding shares of common stock, respectively, of
      Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc."

2.    By adding a new Section 1.28A, as follows:

          "1.28A  `Former Morrison Employee' means an
      employee of Morrison Restaurants Inc. at any time prior to
      the effective date of the Distributions who did not continue
      in the employ of Morrison Health Care, Inc. immediately
      after the Distributions, but who subsequently has been hired
      by Morrison Health Care, Inc."

3.    By adding a new final clause to the final sentence of Section 1.54,
      as follows:

      "; provided, however, with respect to any Former
      Morrison Employee, any Year of Service with Morrison
      Restaurants Inc. or any of its affiliates completed on or
      prior to the effective date of the Distributions shall be
      disregarded."

      Except as specifically amended hereby, the Plan shall
remain in full force and effect as prior to this First
Amendment.

      IN WITNESS WHEREOF, the Primary Sponsor has caused this
First Amendment to be executed as of the day and year first
above written.


                              MORRISON HEALTH CARE, INC.


                              By:/s/ Glenn Davenport
                                     Glenn Davenport 
                              Title: President and CEO

ATTEST:

By:/s/ John E. Fountain
       John E. Fountain
Title: Secretary

     [CORPORATE SEAL]