FIRST AMENDMENT TO THE MORRISON FRESH COOKING, INC.
              EXECUTIVE SUPPLEMENTAL PENSION PLAN

      THIS  FIRST AMENDMENT is made on this 31st day of December,
1996, by MORRISON FRESH COOKING, 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  Fresh
Cooking,  Inc. Executive Supplemental Pension 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  Fresh
Cooking, Inc. immediately following the Distributions;

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

1.   By  adding  a  new  final clause to the final  paragraph  of
     Section 1.6, as follows:

     ";  provided, however, Continuous Service shall not  include
     any  period of employment by a Former Morrison Employee with
     MRI  or  any of its affiliates completed on or prior to  the
     effective date of the Distributions."

2.   By  adding  a  new  final clause to the  final  sentence  of
     Section 1.9, as follows:

     ";  provided,  however, with respect to any Former  Morrison
     Employee,  Annual Base Salary shall not include any  amounts
     paid  by MRI or any of its affiliates during a calendar year
     commencing   prior   to   the   effective   date   of    the
     Distributions."

3.   By adding a new Section 1.6A, as follows:

           "1.6A  `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."

4.   By adding a new Section 1.9A, as follows:

           "1.9A  `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
     Fresh Cooking, Inc. immediately after the Distributions, but
     who  subsequently has been hired by Morrison Fresh  Cooking,
     Inc."

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

     ";  provided, however, the salary and years of service of  a
     Former  Morrison Employee completed with MRI or any  of  its
     affiliates prior to the Spinoff Date 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 FRESH COOKING, INC.



                              By:  /s/ Ronnie L. Tatum
                                    Ronnie L. Tatum
                              Title:  Chief Executive Officer

ATTEST:



/s/ Mitchell S. Block
 Mitchell S. Block
Title:  Secretary

     [CORPORATE SEAL]