FIRST AMENDMENT TO THE
                  MORRISON FRESH COOKING, INC.
                   MANAGEMENT RETIREMENT 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. 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  Fresh
Cooking, 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
     Fresh Cooking, Inc. immediately after the Distributions, but
     who  subsequently has been hired by Morrison Fresh  Cooking,
     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 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]