FIRST AMENDMENT TO THE MORRISON HEALTH CARE, INC.
     MANAGEMENT RETIREMENT 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. Management Retirement 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 1.8A, as follows:

          "1.8A  `Distributions' means the distributions by
      MRI 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 final clause to the final sentence of Section
      1.12, as follows:

      "With respect to any Former Morrison Employee,
      Compensation shall not include any compensation paid by MRI
      or any of its affiliates during any Plan Year commencing
      prior to the effective date of the Distributions."

3.    By adding a new Section 1.12A, as follows:

      "1.12A  `Former Morrison Employee' means an
      employee of MRI 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."

4.    By adding a new final clause to Section 1.15(e), as follows:

      "; provided, however, for purposes of determining Hours
      of Service, a Former Morrison Employee shall not be credited
      with any period of employment with MRI or any of its
      affiliates completed on or prior to the Spinoff Date."

5.    By adding a new final clause to the final sentence of
      Section 2.1, as follows:

      "; provided, however, a Participant who is a Former
      Morrison Employee shall not have included as Compensation
      any items of compensation earned with MRI or any of its
      Affiliates prior to the Spinoff Date."
 
      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 Devenport 
                              Title: President and CEO


ATTEST:
BY:/s/ John E. Fountain
       John E. Fountain
Title: Secretary 

     [CORPORATE SEAL]