6

                       SECOND AMENDMENT TO
                          CREDIT AGREEMENT

              THIS  SECOND  AMENDMENT TO CREDIT  AGREEMENT  (this
"Amendment")  dated  as of June 14, 1997, by and  among  MORRISON
HEALTH  CARE,  INC.,  a  Georgia  corporation  (the  "Borrower"),
SUNTRUST  BANK,  ATLANTA ("SunTrust"), AMSOUTH BANK  OF  ALABAMA,
WACHOVIA BANK OF GEORGIA, N.A.,  FIRST AMERICAN NATIONAL BANK and
HIBERNIA NATIONAL BANK (collectively, the "Lenders") and SUNTRUST
BANK,  ATLANTA, as agent for the Lenders (in such  capacity,  the
"Agent").


                        W I T N E S S E T H:

              WHEREAS,  Borrower, the Lenders and the  Agent  are
parties to a certain Credit Agreement dated as of March 6,  1996,
as  amended  by that certain First Amendment to Credit  Agreement
dated as of April 4, 1996 (as heretofore amended or modified, the
"Credit  Agreement"; defined terms used herein without definition
shall  have  the meanings ascribed to such terms  in  the  Credit
Agreement);

              WHEREAS,  Borrower has requested, and  the  Lenders
have agreed, that the Credit Agreement be amended to make certain
modifications to the financial covenants set forth  therein,  all
as more specifically set forth below;

              WHEREAS,  the  parties wish  to  amend  the  Credit
Agreement to reflect this agreement;

              NOW,  THEREFORE,  for and in consideration  of  the
mutual    covenants   contained   herein   and   other   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, the parties hereto, intending to be legally  bound,
agree as follows:

               SECTION   1.    Amendments  to  Credit  Agreement.
Subject to the satisfaction of the conditions precedent set forth
in  Section 2 hereof, and effective as of the Effective Date  (as
hereinafter defined), the Credit Agreement is hereby  amended  as
follows:

       Section 7.08 of the Credit Agreement is hereby amended  by
deleting  subsections (b) and (d) thereof in their  entirety  and
substituting the following in lieu thereof:

                  (b)      Adjusted   Funded   Debt   to    Total
Capitalization.  Maintain at all times,  measured  as  of
the last day of each fiscal quarter of the Borrower, commencing on 
the last day of Fiscal Year 1996, a ratio of Adjusted Funded Debt 
to Total Capitalization of less than  the ratio set forth opposite 
the periods set forth below:


                          Period                            Ratio

           Fiscal Year End 1996 through Fiscal
              Year End 1997                               1.00:1.00

           First day of Fiscal Year 1998 through
              Fiscal Year End 1998                        0.95:1.00

           First day of Fiscal Year 1999 through
              Fiscal Year End 1999                        0.90:1.00

           First day of Fiscal Year 2000 and
              thereafter                                  0.85:1.00


                  (d)   Consolidated Net Worth. Maintain  at  all
times,  as  calculated on the last day of each fiscal quarter  of
the  Borrower, Consolidated Net Worth in an amount not less  than
the  sum of (i) $100,000.00 plus (ii) the greater of (x) $0,  and
(y)  the Specified Amount, plus (iii) an amount equal to 100%  of
the   Net   Proceeds   of  all  issuances  of  stock,   warrants,
Subordinated  Debt,  or  other  equity  of  the  Borrower  issued
following  the  date  hereof.   For purposes  hereof,  "Specified
Amount"  shall  mean,  for  each  period  set  forth  below,  the
percentage  set  forth  opposite such period  multiplied  by  the
Consolidated Net Income (Loss) of the Borrower during such period
(taking into account 100% of all losses during such period):


                           Period               Percentage

                Effective Date through
                  Fiscal Year End 1996               0%

               First Day of Fiscal Year 1997
                  through Fiscal Year End 1997      10%

               First Day of Fiscal Year 1998
                  through Fiscal Year End 1998      10%

               First Day of Fiscal Year 1999
                  through Fiscal Year End 1999      10%

               First Day of Fiscal Year 2000
                  and thereafter                    15%
          
          
              SECTION  2.    Conditions of  Effectiveness.   This
Amendment  shall  become effective as of  the  date  first  above
written  (the  "Effective  Date") on  the  first  day  when  this
Amendment shall have been executed and delivered by Borrower  and
the Lenders to the Agent.

              SECTION  3.    Representations  and  Warranties  of
Borrower.   Borrower,  without limiting the  representations  and
warranties  provided  in  the Credit  Agreement,  represents  and
warrants to the Lenders and the Agent as follows:

              1.    The  execution, delivery and  performance  by
Borrower  of  this  Amendment  are  within  Borrower's  corporate
powers,  have  been  duly authorized by all  necessary  corporate
action  (including any necessary shareholder action) and  do  not
and  will  not  (a)  violate any provision of any  law,  rule  or
regulation,  any  judgment,  order or  ruling  of  any  court  or
governmental agency, the articles of incorporation or by-laws  of
Borrower or any indenture, agreement or other instrument to which
Borrower is a party or by which Borrower or any of its properties
is  bound or (b) be in conflict with, result in a breach  of,  or
constitute  with notice or lapse of time or both a default  under
any such indenture, agreement or other instrument.

             2.   This Amendment constitutes the legal, valid and
binding  obligation of Borrower, enforceable against Borrower  in
accordance with its terms.

             3.   No Default or Event of Default has occurred and
is continuing as of the Effective Date.

               SECTION  4.   Survival.   Each  of  the  foregoing
representations  and  warranties and each of the  representations
and  warranties made in the Credit Agreement shall be made at and
as  of the Effective Date.  Each of the foregoing representations
and warranties shall constitute a representation and warranty  of
Borrower under the Credit Agreement, and it shall be an Event  of
Default  if any such representation and warranty shall  prove  to
have  been incorrect or false in any material respect at the time
when made.  Each of the representations and warranties made under
the  Credit Agreement (including those made herein) shall survive
and not be waived by the execution and delivery of this Amendment
or any investigation by the Lenders or the Agent.

              SECTION  5.     No  Waiver, Etc.   Borrower  hereby
agrees  that  nothing herein shall constitute  a  waiver  by  the
Lenders  of  any  Default or Event of Default, whether  known  or
unknown,  which  may exist under the Credit Agreement.   Borrower
hereby  further agrees that no action, inaction or  agreement  by
the   Lenders,  including  without  limitation,  any  indulgence,
waiver,  consent  or  agreement altering the  provisions  of  the
Credit Agreement which may have occurred with respect to the non-
payment  of  any  obligation  during  the  terms  of  the  Credit
Agreement or any portion thereof, or any other matter relating to
the   Credit  Agreement,  shall  require  or  imply  any   future
indulgence,  waiver, or agreement by the Lenders.   In  addition,
Borrower acknowledges and agrees that it has no knowledge of  any
defenses,  counterclaims,  offsets or  objections  in  its  favor
against  any  Lender  with regard to any of the  obligations  due
under  the terms of the Credit Agreement as of the date  of  this
Amendment.

              SECTION  6.    Affirmation of Covenants.   Borrower
hereby  affirms and restates as of the date hereof all  covenants
set  forth in the Credit Agreement, as amended hereby,  and  such
covenants  are incorporated by reference herein as if  set  forth
herein directly.

              SECTION  7.    Ratification  of  Credit  Agreement.
Except  as  expressly  amended herein, all terms,  covenants  and
conditions  of the Credit Agreement and the other Loan  Documents
shall remain in full force and effect, and the parties hereto  do
expressly  ratify  and  confirm the Credit Agreement  as  amended
herein.   All future references to the Credit Agreement shall  be
deemed to refer to the Credit Agreement as amended hereby.
     
              SECTION 8.   Binding Nature.  This Amendment  shall
be  binding upon and inure to the benefit of the parties  hereto,
their  respective  heirs,  successors, successors-in-titles,  and
assigns.

              SECTION  9.   Costs, Expenses and Taxes.   Borrower
agrees to pay on demand all reasonable costs and expenses of  the
Agent  in connection with the preparation, execution and delivery
of  this Amendment and the other instruments and documents to  be
delivered   hereunder,   including,   without   limitation,   the
reasonable  fees  and out-of-pocket expenses of counsel  for  the
Agent with respect thereto and with respect to advising the Agent
as  to  its rights and responsibilities hereunder and thereunder.
In addition, Borrower shall pay any and all stamp and other taxes
payable  or  determined  to be payable  in  connection  with  the
execution   and  delivery  of  this  Amendment  and   the   other
instruments and documents to be delivered hereunder,  and  agrees
to  save the Agent and each Lender harmless from and against  any
and  all liabilities with respect to or resulting from any  delay
in paying or omission to pay such taxes.
          
              SECTION 10.   Governing Law.  This Amendment  shall
be governed by, and construed in accordance with, the laws of the
State of Georgia.

              SECTION 11.   Entire Understanding.  This Amendment
sets  forth the entire understanding of the parties with  respect
to  the  matters set forth herein, and shall supersede any  prior
negotiations or agreements, whether written or oral, with respect
thereto.

              SECTION 12.   Counterparts.  This Amendment may  be
executed  in any number of counterparts and by different  parties
hereto   in  separate  counterparts  and  may  be  delivered   by
telecopier.  Each counterpart so executed and delivered shall  be
deemed  an  original  and  all  of  which  taken  together  shall
constitute but one and the same instrument.
             IN WITNESS WHEREOF, the parties hereto have executed
this  Amendment through their authorized officers as of the  date
first above written.


                              MORRISON HEALTH CARE, INC.


                                    By:/s/ K. Wyatt Engwall
                                    Name:  K. Wyatt Engwall
                                    Title: Senior Vice President, Finance


                                     [CORPORATE SEAL]



                                    Attest:/s/ J. Richard Brandon, Jr.
                                    Name:      J. Richard Brandon, Jr.
                                    Title:     Financial Analyst
                                 
                                 
                              SUNTRUST BANK, ATLANTA,
                              individually and as Agent


                                    By:/s/ Dan Komitor
                                    Name:  Dan Komitor
                                    Title: Vice President


                              AMSOUTH BANK OF ALABAMA


                                    By:/s/ Alan D. Lott
                                    Name:  Alan D. Lott
                                    Title: Vice President

                         

                              WACHOVIA BANK OF GEORGIA, N.A.
                              
                    
                                    By:/s/ John C. Canty
                                    Name:  John C. Canty
                                    Title: Banking Officer


                              FIRST AMERICAN NATIONAL BANK
                              
                    
                                    By:/s/ Russell S. Rogers
                                    Name:  Russell S. Rogers
                                    Title: Vice President

               
                              HIBERNIA NATIONAL BANK
                              
                    
                                    By:/s/ Troy J. Villafarra
                                    Name:  Troy J. Villafarra
                                    Title: Vice President