EXHIBIT 4.6


                              AMENDMENT NUMBER 1 TO
                                RIGHTS AGREEMENT



     This  Amendment,  made this 29th day of May, 1998 between  Morrison  Health
Care, Inc., a Georgia  corporation (the "Company"),  and SunTrust Bank,  Atlanta
("SunTrust"),  amends  that  certain  Rights  Agreement  between the Company and
AmSouth  Bank of  Alabama  ("AmSouth"),  dated as of March 2, 1996 (the  "Rights
Agreement").

                               W I T N E S S E T H

     WHEREAS,  pursuant to Section 21 of the Rights  Agreement,  the Company has
removed AmSouth as Rights Agent under the Rights Agreement, effective as of June
1, 1998 (the "Effective Date"); and

     WHEREAS,  the Company desires to appoint SunTrust,  and SunTrust desires to
serve as, Successor Rights Agent under the Rights Agreement, effective as of the
Effective Date.

     NOW,  THEREFORE,  in consideration of the premises  contained  herein,  and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Appointment  of Successor  Rights Agent.  The Company  hereby  appoints
SunTrust to serve as the Successor Rights Agent under the Rights  Agreement,  to
be  effective  as of the  Effective  Date,  and  SunTrust  hereby  accepts  such
appointment.

     2. Amendment of Rights  Agreement.  The Rights  Agreement is hereby amended
effective  as of the  Effective  Date such that all  references  to the  "Rights
Agent" under the Rights Agreement shall refer to SunTrust rather than AmSouth.

     3.  Undertakings.  Each of the  parties  hereto  agrees to take any and all
actions  necessary  to cause  SunTrust to serve as Rights Agent under the Rights
Agreement,  including,  without limitation, the Company sending notice, prior to
the Effective  Date, to AmSouth and each transfer  agent of the Company's  stock
that  SunTrust  has been  appointed  Successor  Rights  Agent  under the  Rights
Agreement.

     4.  Continuation of Rights Agreement.  Except as explicitly  amended above,
the Rights Agreement shall continue in full force and effect.


     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Amendment as of the date first above written.

                                          MORRISON HEALTH CARE, INC.



                                          By:/s/John E. Fountain

                                          Title:Vice President and General
                                                Counsel

                                          SUNTRUST BANK, ATLANTA



                                          By:/s/ Sue Hampton

                                          Title:Assistant Vice President