UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(Mark One)
     X Annual Report Pursuant to Section 13 or 15(d) of The Securities  Exchange
Act of 1934 (No Fee Required)

For the fiscal year ended May 31, 1999

                                       OR

       Transition  Report Pursuant  to  Section  13 or  15(d)  of The Securities
Exchange Act of 1934 (No Fee Required)

For the transition period from                 to

                         Commission file number 1-14194

                      MORRISON MANAGEMENT SPECIALISTS, INC.
               (Exact name of Registrant as specified in charter)


GEORGIA                                                         63-1155966
(State or other jurisdiction of         (I.R.S. Employer identification No.)
 incorporation or organization)

1955 Lake Park Drive, Suite 400, Smyrna, GA                     30080-8855
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:         (770) 437-3300

Securities Registered Pursuant to Section 12(b) of The Act:

                                                     Name of each exchange
           Title of each class                       on which registered
------------------------------------------          -----------------------

$0.01 par value Common Stock                        New York Stock Exchange

Rights to Purchase Series A Participating           New York Stock Exchange
 Preferred  Stock

Securities Registered Pursuant to Section 12(g) of The Act:           None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES[_X_] NO[__]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant, based upon the closing sale price of Common Stock on August 13, 1999
as  reported on the New York Stock  Exchange,  was  approximately  $274,167,678.
Shares of Common Stock held by each  executive  officer and director and by each
person who owns 5% or more of the outstanding Common Stock have been excluded in
that  such  persons  may be  deemed  to be  affiliates.  This  determination  of
affiliate  status  is not  necessarily  a  conclusive  determination  for  other
purposes.

The number of shares of the Registrant's  common stock outstanding at August 13,
1999 was 12,071,204.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the  Registrant's  Annual Report to Stockholders for the fiscal year
ended May 31, 1999 are incorporated by reference into Parts I and II.

Portions of the Registrant's definitive 1999 proxy statement are incorporated by
reference into Part III.



<PAGE>




                                      INDEX

                                   PART I
                                                                       Page
                                                                       Number
Item 1.         Business..............................................  3-6

Item 2.         Properties............................................   6

Item 3.         Legal Proceedings.....................................   6

Item 4.         Submission of Matters to a Vote of Security Holders...   7

                Executive Officers of the Company.....................  7-8

                                   PART II

Item 5.         Market for the Registrant's Common Equity and
                Related Shareholder Matters...........................   9

Item 6.         Selected Financial Data...............................   9

Item 7.         Management's Discussion and Analysis of Financial
                Condition and Results of Operations...................   9

Item 7A.        Quantitative and Qualitative Disclosures About
                Market Risk...........................................   9

Item 8.         Financial Statements and Supplementary Data...........   9

Item 9.         Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure...................   9

                                   PART III

Item 10.        Directors and Executive Officers of the Company.......   10

Item 11.        Executive Compensation................................   10

Item 12.        Security Ownership of Certain Beneficial Owners and
                Management............................................   10

Item 13.        Certain Relationships and Related Transactions........   10

                                   PART IV

Item 14.        Exhibits, Financial Statement Schedules, and Reports
                on Form 8-K........................................... 11-14



<PAGE>



PART I
ITEM 1.     BUSINESS.


General

Morrison  Management  Specialists,  Inc.  (the  "Company"  or "MMSI"),  formerly
Morrison Health Care,  Inc.,  became an  independent,  publicly owned company in
March 1996 as a result of the  distribution  (the  "Distribution")  by  Morrison
Restaurants Inc., a Delaware corporation ("MRI"), to its shareholders of all the
issued and outstanding shares of common stock of the Company. As a result of the
Distribution,  MRI's stockholders received one share of Company common stock for
every three shares of MRI stock held.

MMSI is the largest  independent  company focused exclusively on healthcare food
service.  Its clients  include acute care  hospitals,  health systems and senior
living communities. With contracts in 35 states and Washington D.C., MMSI is one
of  the  leading  providers  of  food,  nutrition  and  dining  services  to the
healthcare and senior living industries.

The Company's healthcare food service operations  originated in the early 1950s.
The  Company  has  expanded  through  its own  marketing  and sales force and by
acquiring  other food  service  businesses.  In August  1994,  the Company  sold
certain of its education, business and industry ("B&I") contracts and assets and
closed the remaining B&I accounts.  This  divestiture left the Company with only
healthcare  contracts  and allowed the  Company to  concentrate  its capital and
management  team in the  healthcare  industry,  which  Management  believes  has
significant opportunity for growth and profitability.

The Company  believes the senior living market is the fastest growing segment of
the healthcare industry.  Changing  demographics and lifestyles are accelerating
the construction of retirement communities.  Over the past two fiscal years, the
Company has emphasized  its commitment to provide dining  services to the senior
living  market by  acquiring  three  companies  in the field:  Drake  Management
Services,  Inc. in January  1998,  Spectra  Services,  Inc.  in March 1998,  and
Culinary  Service Network,  Inc. in October 1998.  Believing that this market is
under-penetrated  and rapidly expanding,  the Company plans for future growth in
the senior  living market to result  primarily  from  internal  development  and
acquisitions.

Operations

The Company has two  operating  divisions.  Morrison  Healthcare  Food  Services
manages  the  food and  nutrition  services  departments  of  hospitals,  health
systems, and other healthcare  facilities.  These departments  typically include
retail outlets for staff,  residents and visitors and patient food and nutrition
services.  Morrison  Senior  Dining  provides  dining  services to senior living
communities.  MMSI  healthcare  accounts  range in size from 100 bed  specialty
hospitals to facilities  with over 1,500 beds. MMSI senior living accounts range
in size from 100 residents to 600  residents.  The Company has  operations in 35
states and Washington,  D.C. Approximately 68% of the accounts are in hospitals,
while over 30% of the accounts are in senior living communities.

The  Company  provides  its clients  with the  flexibility  to adjust  programs,
staffing and service plans to meet the changing needs of the industry.  MMSI has
capitalized on its restaurant  heritage to bring a retail-oriented  mentality to
healthcare and senior living clients.  MMSI offers its clients programs designed
to  reduce  costs  and   increase   customer   (patients, residents  and  staff)
<PAGE>

satisfaction.  To better  serve its clients and  provide  them with  specialized
expertise,  MMSI's staff is organized into regional  teams.  Teams may include a
regional vice president,  regional director of operations,  regional director of
nutrition  services,  regional director of culinary,  human resources  director,
support services coordinator and a director of business  development.  Each team
member is  dedicated  to sharing the best  industry  practices  and  performance
improvement  ideas.  The regional teams are supported by a corporate  staff that
includes nutrition services,  marketing, sales, vending, human resources, legal,
finance, layout and design and culinary services.

MMSI markets its services nationwide through its business development directors.
Each business  development  director focuses on potential  clients in a specific
territory  pursuant to a marketing  plan.  The business  development  directors,
along with a vice president of sales and marketing,  also market MMSI's services
to large national  healthcare  accounts.  In addition,  MMSI personnel market to
existing  clients to expand the  Company's  food  service  responsibilities  and
increase sales of existing  services to complement the facility's  food services
department.  The Company is planning to continue its  expansion  into the senior
living market  through  internal  growth and  development as well as through key
acquisitions.

MMSI offers its services  pursuant to two general types of contracts:(i)  profit
and loss (or guaranteed cost)  contracts,  where MMSI assumes the risk of profit
or loss for the food service operation and (ii) management fee contracts,  where
the client reimburses MMSI for all or nearly all costs incurred in providing the
services  contracted  plus a  negotiated  management  fee  for  supervising  the
client's food and nutrition services  operations.  In addition,  some management
fee contracts include  incentives and penalties,  pursuant to which MMSI manages
the client's food and nutrition  operations on a management fee basis,  with the
amount of the management  fee determined in whole or in part by the  achievement
of  predetermined  goals.  Approximately  71% of MMSI's  accounts  are  operated
pursuant to management fee contracts.  Management fee contracts with  incentives
and penalties are becoming more popular.  The majority of MMSI's  contracts were
awarded through bidding processes.

In addition, MMSI operates "branded concept" restaurants such as Burger King(R),
Chick-Fil-A(R),  Pizza Hut(R)and Taco Bell(R) on client premises.  These branded
concept  accounts  are  operated  pursuant  to  license  arrangements  with  the
appropriate restaurant company. Currently, MMSI has 16 license arrangements with
nationally and regionally recognized restaurant companies.

The Company has  advanced  food  preparation  and delivery  systems  designed to
increase  customer  satisfaction  by enhancing  production  consistencies  while
generating  significant  cost  reductions  and  providing  quality  services for
healthcare facilities nationwide.

Research and Development

The Company does not engage in any material research and development activities.
Studies are made,  however,  on a continuing basis, to improve menus,  equipment
and methods of operations.

Raw Materials

Raw materials  essential to the operation of the Company's business are obtained
principally  through  national food  distributors.  The Company uses  short-term
purchase commitment contracts to stabilize the potentially volatile pricing


<PAGE>



associated  with certain  commodities.  Because of the relatively  short storage
life of inventories,  limited storage facilities at customer  locations,  MMSI's
requirements  for freshness and the numerous  sources of goods, a minimum amount
of inventory is maintained at customer  locations.  If necessary,  all essential
food,  beverage and operational  products are available and can be obtained from
alternative suppliers in all cities where the Company operates.

Trademarks of the Company

The Company has registered  certain trademarks and service marks with the United
States Patent and Trademark Office including the Pro-Health Dining(R) trademark.
The Company  believes  that this and other  related  marks are  important to its
business.  Registrations of the Company's  trademarks  expire from 2000 to 2009,
unless renewed.

Seasonality

The Company's revenues are not seasonal to any significant degree.

Working Capital Practices

Cash provided by operations, along with borrowings under the Company's revolving
lines of credit,  are used to pay  dividends,  invest in new units and  renovate
existing units.

Additional  information  concerning  the  working  capital  of  the  Company  is
incorporated herein by reference to information  presented within the "Liquidity
and Capital  Resources"  section of  "Management's  Discussion  and  Analysis of
Financial  Condition and Results of  Operations"  of the  Company's  1999 Annual
Report to Shareholders.

Customer Dependence

No  material  part of the  business of the  Company is  dependent  upon a single
customer,  or a very few  customers,  the loss of any one of which  would have a
material adverse effect on the Company.

Government Contracts

There is no  material  portion  of the  Company's  business  that is  subject to
renegotiation  of profits or  termination of contracts or  sub-contracts  at the
election of the Government.

Competition

The healthcare food and nutrition services business is highly  competitive.  The
Company  competes with national and regional food contract  companies that offer
the same type of services as the Company.  Management  believes that competition
in healthcare food and nutrition services is based on pricing, quality of



<PAGE>



services and reputation. Management believes that it compares favorably with its
competition in these areas.

Government Compliance

The Company is subject to various regulations at both the state and local levels
for items such as sanitation,  health and fire safety, all of which could affect
the operation of existing  accounts.  The Company's  business is also subject to
various other  regulations at the federal level such as fair labor standards and
occupational  safety and health  regulations.  Compliance with these regulations
has not had,  and is not  expected  to have,  a material  adverse  effect on the
Company's operations.

Environmental Compliance

Compliance with federal,  state and local laws and  regulations  which have been
enacted or adopted  regulating the discharge of materials into the  environment,
or otherwise  relating to the protection of the environment,  is not expected to
have a material  effect upon the capital  expenditures,  earnings or competitive
position of the Company.

Personnel

The Company employs  approximately 5,700 full-time and part-time employees.  The
Company believes that working conditions are favorable and employee compensation
is comparable with its competition.


ITEM 2.  PROPERTIES.

MMSI manages food and dining services on client-owned properties and, therefore,
does  not  own  any  significant  amounts  of  property.   Vending  services  on
client-owned  facilities complement the food service program. Under the terms of
certain contracts, MMSI is required to make rent payments to its clients.

The corporate  headquarters are located in approximately 20,000 square feet of a
leased building in a suburb of Atlanta,  Georgia.  The  headquarters'lease  term
ends in 2001,  with remaining  average  annual lease  payments of  approximately
$365,000.  The Company also has  administrative  offices in a leased building in
Mobile,  Alabama. This office has a lease term ending in 2001. In addition,  the
Company  has set up  strategic  regional  offices  across the  United  States to
service the needs of the Company's team members and clients  located within that
region.

During  fiscal  year  1998,  MMSI  constructed  two  advanced  food  preparation
facilities or "Advanced  Culinary Centers" (ACC) to utilize its expertise in the
cook-chill food processing.  The Tampa,  Florida ACC includes about 5,000 square
feet of light  industrial space with a lease term ending in 2002. The Baltimore,
Maryland ACC includes  approximately  15,000 square feet of light industrial and
regional office space.

Facilities and equipment are repaired and  maintained to assure their  adequacy,
productive capacity and utilization.

ITEM 3.  LEGAL PROCEEDINGS.

The Company is presently,  and from time to time,  subject to pending claims and
suits  arising  in the  ordinary  course  of its  business.  In the  opinion  of
Management,  the ultimate resolution of these pending legal proceedings will not
have a material  adverse  effect on the  Company's  operations  or  consolidated
financial position.



<PAGE>




ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


Executive Officers of the Company

Executive  officers of the Company are appointed by and serve at the  discretion
of the  Company's  Board  of  Directors.  Information  regarding  the  Company's
executive officers as of August 13, 1999 is provided below.


Name                   Age    Position with the Company


G. A. Davenport         45    Chairman of the Board of Directors, President and
                                Chief Executive Officer
K. W. Engwall           51    Senior Vice President, Finance and Assistant
                                Secretary
J. E. Fountain          48    Vice President, General Counsel and Secretary
J. D. Underhill         54    President, Morrison Healthcare Food Services
E. D. Dolloff           53    President, Morrison Senior Dining
G. L. Gaddy             46    Senior Vice President, Sales and Marketing
F. G. Michels           61    Senior Vice President, Support Services
R. C. Roberson          55    Division Vice President, Morrison Healthcare Food
                                Services



Glenn A. Davenport has been President and Chief Executive Officer of the Company
since the Distribution in March 1996 and was appointed  Chairman of the Board in
July 1999. He was President of the Health Care Division of MRI's  Morrison Group
from November  1993 until the  Distribution  in March 1996.  Prior  thereto,  he
served as Senior Vice  President,  Hospitality  Group of MRI from  February 1990
through  November  1993 and in various  other  capacities  since  joining MRI in
November 1973.

K. Wyatt Engwall has been Senior Vice President, Finance and Assistant Secretary
of the Company since the Distribution in March 1996. Prior thereto,  he was Vice
President,  Controller of MRI's Ruby Tuesday Group from January 1994 until March
1996. He served as Vice President of Financial Planning of MRI from January 1993
through  January 1994,  Vice President and  Controller of MRI's Contract  Dining
Division  from  October 1991 through  January  1993 and as  Controller  of MRI's
former Morrison's  Management  Services  (Contract Dining) Division from October
1986 through October 1991. Mr. Engwall joined MRI in 1983 as a Financial Systems
Analyst.

John E. Fountain has been Vice  President,  General Counsel and Secretary of the
Company since the  Distribution in March 1996. He was Vice  President,  Legal of
MRI's  Morrison  Group from August  1994 until  March 1996.  He served as Senior
Attorney of MRI from December 1991 through August 1994. Prior thereto, he served
as Staff Attorney of MRI from October 1978 through December 1991.

Jerry D.  Underhill has been President of the Morrison  Healthcare  Food Service
Division  since  June 1999.  He was Senior  Vice  President,  Operations  of the
Company from the  Distribution  in March 1996 to June 1999.  From September 1995
until March 1996 he was Senior Vice President,  Retail Development of the Health
Care  Division  of MRI's  Morrison  Group.  Prior  thereto,  he was Senior  Vice
President,  Development  of the Family Dining  Division of MRI's  Morrison Group
from March 1993 to September 1995. Mr.  Underhill was President of Mid-Continent
Restaurants (currently known as Bravo Restaurants) from July 1988 to March 1993.

Eugene D.  Dolloff has been  President of the Morrison  Senior  Dining  Division
since March 1999. He was co-founder and President of Culinary  Service  Network,
Inc., a senior dining contract management company,  from April 1982 to September
1998. Prior thereto, he served in various operational capacities with Stouffer's
Management Food Service from January 1976 to February 1982.

Gary L. Gaddy has been Senior Vice President, Sales and Marketing of the Company
since March 1998. Prior thereto,  he was Vice President,  Health Systems for the
Company from July 1997 to March 1998.  Mr. Gaddy was Vice President of Sales and
Marketing for EmCare,  Inc., an emergency  medicine contract  management company
from  January  1995 to July  1997.  He was  Vice  President/General  Manager  of
Business  Development for HMSS Management,  Inc., a home infusion company,  from
August 1990 to December 1994. Mr. Gaddy has over 20 years of sales and marketing
experience in the healthcare industry.

Frances G.  Michels  has been  Senior Vice  President,  Support  Services of the
Company since the  Distribution  in March 1996.  She was Senior Vice  President,
Support  Services  of the Health  Care  Division  of MRI's  Morrison  Group from
January  1996 until March 1996.  Prior  thereto,  she served  MRI's  Health Care
Division  in  various  capacities,  including  as Vice  President  of  Nutrition
Services from December 1984 through  January 1996,  Area Manager for  Operations
and  Nutrition  Services  from January 1982 through  December  1984,  Consulting
Dietitian for the Health Care Division from June 1974 through January 1982, Food
service  Director  from July  1973  through  June  1974,  and Chief  Therapeutic
Dietitian from June 1970 through July 1973.

Richard C.  Roberson has been a Division  Vice  President  of the Company  since
October  1997.  He was a  Regional  Vice  President  of the  Company  since  the
Distribution in March 1996. Prior thereto,  he served MRI's Health Care Division
in various capacities,  including as a Regional Vice President, District Manager
and Food service Director.

<PAGE>

PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         SHAREHOLDER MATTERS.

Certain information required by this item is incorporated herein by reference to
information  contained  under  the  caption  "Common  Stock  Market  Prices  and
Dividends" of the Registrant's Annual Report to Shareholders for the fiscal year
ended May 31,  1999.  The Company  intends to continue to pay  dividends  in the
future.

ITEM 6.  SELECTED FINANCIAL DATA.

The  information  contained under the caption  "Selected  Financial Data" of the
Registrant's  Annual  Report to  Shareholders  for the fiscal year ended May 31,
1999 is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

The  information  contained  under  the  caption  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations" of the  Registrant's
Annual  Report  to  Shareholders  for the  fiscal  year  ended  May 31,  1999 is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  information  contained  under  the  caption  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations" of the  Registrant's
Annual  Report  to  Shareholders  for the  fiscal  year  ended  May 31,  1999 is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following  consolidated  financial  statements and the related report of the
Company's  independent  auditors contained in the Registrant's  Annual Report to
Shareholders for the fiscal year ended May 31, 1999, are incorporated  herein by
reference:

     Consolidated  Statements  of Income - Fiscal years ended May 31, 1999,  May
     31, 1998 and May 31, 1997.

     Consolidated Balance Sheets - As of May 31, 1999 and May 31, 1998.

     Consolidated  Statements of  Stockholders'  Equity - Fiscal years ended May
     31, 1999, May 31, 1998 and May 31, 1997.

     Consolidated  Statements  of Cash Flows - Fiscal  years ended May 31, 1999,
     May 31, 1998 and May 31, 1997.

     Notes to Consolidated Financial Statements.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.



<PAGE>




PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

(a) The information regarding directors of the Company is incorporated herein by
reference to the  information set forth in the sections  captioned  "Election of
Directors" and "Nominee  Biographies" and "Standing Director Biographies" in the
definitive 1999 proxy statement of the Registrant,  relating to the Registrant's
annual meeting of shareholders to be held on September 28, 1999.

(b) Pursuant to Form 10-K General  Instruction  G(3), the information  regarding
executive  officers of the  Company  has been  included in Part I of this Report
under the caption "Executive Officers of the Company."

ITEM 11.  EXECUTIVE COMPENSATION.

The information  required by this Item 11 is incorporated herein by reference to
the information set forth under the captions "Executive Compensation" and "Board
of  Directors  Information"  in  the  definitive  1999  proxy  statement  of the
Registrant  relating to the  Registrant's  annual meeting of  shareholders to be
held on September 28, 1999.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information  required by this Item 12 is incorporated herein by reference to
the information set forth in the table captioned "Beneficial Ownership of Common
Stock" under  "Election of Directors" in the definitive  1999 proxy statement of
the Registrant,  relating to the Registrant's  annual meeting of shareholders to
be held on September 28, 1999.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.


<PAGE>




PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

 (a) The following  documents are incorporated by reference into or are filed as
part of this report:

     1.  Financial Statements:

          The following  consolidated  financial  statements and the independent
          auditors' report thereon,  included in the Registrant's  Annual Report
          to  Shareholders  for the fiscal  year ended May 31,  1999,  a copy of
          which is contained in the  exhibits to this report,  are  incorporated
          herein by reference:

                                                    Page Reference
                                                    in paper version
                                                    of Annual Report
                                                    to Shareholders
         Consolidated Statements of Income for
         the fiscal years ended May 31, 1999,
         May 31, 1998 and May 31, 1997...................... 22

         Consolidated Balance Sheets as of
         May 31, 1999 and May 31, 1998...................... 23

         Consolidated Statements of Stockholders' Equity
         for the fiscal years ended May 31, 1999,
         May 31, 1998 and May 31, 1997...................... 25

         Consolidated Statements of Cash Flows
         for the fiscal years ended May 31, 1999,
         May 31, 1998 and May 31, 1997...................... 24

         Notes to Consolidated Financial Statements......... 26 - 34

         Report of Independent Auditors..................... 35

                                 Page Reference
                                  in Form 10-K
     2. Financial statement schedules:

         Schedule II - Valuation  and  Qualifying  Accounts for the fiscal years
         ended May 31, 1999, May 31, 1998 and
         May 31, 1997....................................... 17

     Financial  statement  schedules  other than those  shown  above are omitted
     because they are either not required or the required  information  is shown
     in the financial statements or notes thereto.

3.     Exhibits

         The following exhibits are filed as part of this report:




<PAGE>



                      MORRISON MANAGEMENT SPECIALISTS, INC.
                                LIST OF EXHIBITS

Exhibit
Number                                   Description
--------------------------------------------------------------------------------

3.1       Amended and Restated Articles of Incorporation of Morrison Management
          Specialists, Inc.+++

3.2       Bylaws, as amended, of Morrison Management Specialists, Inc.**

4.1       Specimen Common Stock Certificate.+

4.2       Amended and Restated Articles of Incorporation of Morrison Management
          Specialists, Inc. (see Exhibit 3.1 hereto).

4.3       Bylaws, as amended, of Morrison Management Specialists, Inc. (see
          Exhibit 3.2 hereto).

4.4       Form of Rights Agreement between Morrison Management Specialists, Inc.
          and AmSouth Bank of Alabama, as Rights Agent.+

4.5       Form of  Rights  Certificate  (attached  as  Exhibit  B to the  Rights
          Agreement filed as Exhibit 4.4 hereto).

4.6       Form of First Amendment to Rights Agreement.++++

10.1      Form of Distribution Agreement among Morrison Restaurants Inc.,
          Morrison Fresh Cooking, Inc. and Morrison Management Specialists,
          Inc.*

10.2      Form of  Amended  and  Restated  Tax  Allocation  and  Indemnification
          Agreement  among  Morrison   Restaurants   Inc.,   Custom   Management
          Corporation of Pennsylvania,  Custom Management  Corporation,  John C.
          Metz & Associates, Inc., Morrison International, Inc., Morrison Custom
          Management Corporation of Pennsylvania,  Morrison Fresh Cooking, Inc.,
          Ruby Tuesday,  Inc., a Delaware  corporation,  Ruby Tuesday (Georgia),
          Inc., a Georgia  corporation,  Galaxy  Management,  Inc.,  Manask Food
          Service,  Inc., Morrison of New Jersey,  Inc., Tias, Inc. and Morrison
          Management Specialists, Inc.*

10.3      Form of Agreement Respecting Employee Benefit Matters among
          Morrison  Restaurants  Inc.,  Morrison  Fresh  Cooking,  Inc. and
          Morrison Management Specialists, Inc.+

10.4      Form of License Agreement between Morrison Fresh Cooking, Inc.
          and Morrison Management Specialists, Inc.*

10.5      Form of License Agreement between Ruby Tuesday, Inc. and Morrison
          Management Specialists, Inc.*

10.6      Form of Amended and Restated Operating Agreement of MRT
          Purchasing,  LLC among Morrison  Restaurants  Inc., Ruby Tuesday,
          Inc.,  Morrison  Fresh  Cooking,  Inc. and Morrison Management
          Specialists, Inc.*


<PAGE>



10.7***   Form of Morrison Management Specialists, Inc. 1996 Stock Incentive
          Plan.+

10.8***   Form of Morrison Management Specialists, Inc. Stock Incentive and
          Deferred Compensation Plan for Directors.+

10.9***   Form of 1996 Non-Executive Stock Incentive Plan.+

10.10***  Form of Morrison Management Specialists, Inc. Executive Supplemental
          Pension Plan.+

10.11***  Form of Morrison Management Specialists, Inc. Management Retirement
          Plan.+

10.12***  Form of Morrison  Management Specialists, Inc. Salary Deferral Plan
          together with related form of Trust Agreement.+

10.13***  Form of Morrison Management Specialists, Inc. Deferred Compensation
          Plan and related form of Trust Agreement.+

10.14***  Form of Morrison Management Specialists, Inc. Executive Group Life and
          Executive Accidental Death and Dismemberment Plan.+

10.15***  Form of Morrison Management Specialists, Inc. Executive Life Insurance
          Plan.+

10.16     Form of Indemnification Agreement to be entered into with executive
          officers and directors.*

10.17***  Form of Change of Control  Agreement to be entered into with executive
          officers.+

10.18     Non-Qualified Stock Option Agreement between Morrison Restaurants
          Inc. and Eugene E. Bishop.+

10.19     Non-Qualified Stock Option Agreement between Morrison Restaurants
          Inc. and Samuel E. Beall, III.+

10.20     Form of Amended  and  Restated  Credit  Agreement  dated July 2, 1998,
          together  with related  Amended and Restated  Revolving  Credit Notes,
          Amended and Restated Swing Line Note and Subsidiary Guaranty.++++

10.21***  Form of First Amendment to the Morrison Management Specialists, Inc.
          Executive Supplemental Pension Plan.++

10.22***  Form of First Amendment to the Morrison Management Specialists, Inc.
          Management Retirement Plan.++

10.23***  Form of First Amendment to the Morrison Management Specialists, Inc.
          Salary Deferral Plan.++

10.24***  Form of Second Amendment to the Morrison Management Specialists, Inc.
          Salary Deferral Plan.++


<PAGE>



10.25***  Form of First Amendment to the Morrison Management Specialists, Inc.
          Deferred Compensation Plan.++

10.26***  Form of Second Amendment to the Morrison Management Specialists, Inc.
          Deferred Compensation Plan.++

10.27***  Form of Morrison Management Specialists, Inc. Salary Deferral Plan
          Trust Agreement with Merrill Lynch Trust Company (Florida) as
          Trustee.++++

10.28***  Form of Morrison Management Specialists, Inc. Deferred Compensation
          Plan Trust Agreement with Merrill Lynch Trust Company (Florida) as
          Trustee.++++.

10.29***  Form of First Amendment to the 1996 Executive Stock Incentive
          Plan.++++

10.30***  Form of First Amendment to the 1996 Non-Executive Stock Incentive
          Plan.++++

10.31***  Form of Second Amendment to the 1996 Executive Stock Incentive
          Plan.++++

10.32***  Form of Second Amendment to the 1996 Non-Executive Stock Incentive
          Plan.++++

10.33***  Form of Third Amendment to the. Morrison Management Specialists, Inc.
          Salary Deferral Plan.++++

10.34     Stock Purchase Agreement of Drake Management Services, Inc.++++

10.35     Asset Purchase Agreement of Spectra Services, Inc.++++

13        Annual Report to  Stockholders  for the fiscal year ended May 31, 1999
          (Only portions specifically incorporated by reference in the Form 10-K
          are incorporated herewith.)

21        List of subsidiaries of Morrison Management Specialists, Inc.

23        Consent of Independent Auditors.

27        Financial Data Schedule.


*    Incorporated by reference to Exhibit of the same number in the Registrant's
     Registration  Statement on Form 10 filed with the Commission on February 8,
     1996.

**   Incorporated by reference to Exhibit of the same number in the Registrant's
     Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.

***  Denotes a management contract or compensatory plan or arrangement.

+    Incorporated by reference to Exhibit of the same number in the Registrant's
     amendment to Registration  Statement on Form 10/A filed with the Commission
     on February 29, 1996.

++   Incorporated by reference to Exhibit of the same number in the Registrant's
     Annual Report on Form 10-K for the fiscal year ended May 31, 1997.

+++  Incorporated by reference to Exhibit 99.1 to the Registrant's Current
     Report on Form 8-K filed on July 6, 1999.

++++ Incorporated by reference to Exhibit of the same number to the Registrant's
     Amendment  No. 1 on Form 10-K/A filed  on September 3, 1998 to  the  Annual
     Report on Form 10-K for the fiscal year ended May 31, 1998.

(b)  Reports on Form 8-K

     None.





<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      MORRISON MANAGEMENT SPECIALISTS, INC.


             Date 08/24/99               By:/s/ Glenn A. Davenport
                                         Glenn A. Davenport
                                         Chairman of the Board, President and
                                         Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated:

             Date 08/24/99               By:/s/ Glenn A. Davenport
                                         Glenn A. Davenport
                                         Chairman of the Board, President and
                                         Chief Executive Officer


             Date 08/24/99               By:/s/ K. Wyatt Engwall
                                         K. Wyatt Engwall
                                         Senior Vice President, Finance and
                                         Assistant Secretary
                                         (Principal Accounting Officer)


             Date 08/20/99               By:/s/ Claire L. Arnold
                                         Claire L. Arnold
                                         Director


             Date 08/21/99               By:/s/ E. Eugene Bishop
                                         E. Eugene Bishop
                                         Director


             Date 08/23/99               By:/s/ Fred L. Brown
                                         Fred L. Brown
                                         Director


             Date 08/24/99               By:/s/ Michael F. Corbett
                                         Michael F. Corbett
                                         Director


             Date 08/21/99               By:/s/ John B. McKinnon
                                         John B. McKinnon
                                         Director


             Date 08/20/99               By:/s/ Arthur R. Outlaw, Jr.
                                         Arthur R. Outlaw, Jr.
                                         Director


             Date 08/24/99               By:/s/ Dr. Benjamin F. Payton
                                         Dr. Benjamin F. Payton
                                         Director




<PAGE>

<TABLE>

Morrison Management Specialists, Inc.
Schedule II - VALUATION  AND  QUALIFYING  ACCOUNTS
For the Fiscal Periods Ended May 31, 1999, May 31, 1998 and May 31, 1997
(Dollars in Thousands)

             Column A                Column B         Column C        Column D (A)  Column E
-----------------------------------------------------------------------------------------------
                                                     Additions
                                               -----------------------
                                     Balance     Charged    Charged                 Balance
                                        at          to         to                      at
                                    Beginning   Costs and    Other                    End
            Description             of Period   Expenses   Accounts    Deductions  of Period
                                  -----------------------------------------------------------
<CAPTION>
<S>                                   <C>         <C>        <C>         <C>          <C>

Year ended May 31, 1999:
Trade receivables:
   Allowance for doubtful accounts    $ 887       $   0      $   36      $ 211        $  712
                                   ===========================================================

Year ended May 31, 1998:
Trade receivables:
   Allowance for doubtful accounts    $ 744       $   0      $ 196       $  53        $  887
                                   ===========================================================

Year ended May 31, 1997:
Trade receivables:
   Allowance for doubtful accounts    $1,122      $   0      $   0       $ 378        $  744
                                   ===========================================================


</TABLE>


Notes: (A) Write-off of trade receivables determined to be uncollectible against
the allowance for doubtful accounts.