EXHIBIT 10.31

                           SECOND AMENDMENT TO THE
             MORRISON HEALTH CARE, INC. 1996 STOCK INCENTIVE PLAN


      THIS  SECOND  AMENDMENT  is made as of this  26th  day of June,  1997,  by
Morrison Health Care,  Inc., a corporation duly organized and existing under the
laws of the State of Georgia (hereinafter called the "Company").


                             W I T N E S S E T H:


      WHEREAS,  the Company  maintains  the Morrison  Health Care,  Inc.  1996
Stock  Incentive Plan under an indenture  which was adopted as of February 23,
1996 (the "Plan");

      WHEREAS,  the Company  desires to amend the Plan to reflect an increase in
the number of shares authorized for issuance thereunder; and

      WHEREAS,  the Board of  Directors  of the Company has duly  approved and
authorized this amendment to the Plan;


      NOW,  THEREFORE,  the Company does hereby amend the Plan,  effective as of
the date first set forth above, as follows:


1. By  deleting  the  first  sentence  of  Section  2.2 in its  entirety  and by
substituting therefor the following:

      "Subject to adjustment in accordance with Section 5.2, 1,750,000 shares of
      Stock (the  `Maximum  Plan Shares') are hereby  reserved  exclusively  for
      issuance pursuant to Stock Incentives."

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

3.  Notwithstanding  the  foregoing,  the  adoption of this Second  Amendment is
subject to the approval of the stockholders of the Company and in the event that
the  stockholders  of the Company fail to approve such  adoption  within  twelve
months  from the date  first  set  forth  above,  the  adoption  of this  Second
Amendment shall be null and void.


      IN WITNESS  WHEREOF,  the Company has caused this Second  Amendment  to be
executed on the day and year first above written.


                                    MORRISON HEALTH CARE, INC.


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


ATTEST:

By:  /s/John E. Fountain

Title:  Secretary



      (CORPORATE SEAL)