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 (FEE REQUIRED)
For the fiscal year ended May 31, 1997
                              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  1-14202

                      MORRISON FRESH COOKING, INC.
      (Exact name of Registrant as specified in its charter)

         GEORGIA                                 63-1155967
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

The Hartsfield Colonnade
4893 Riverdale Road, Suite 260
Atlanta, Georgia                                      30337
(Address of principal executive offices)          (Zip Code)
Registrant's telephone number, including area code: (770)991-0351

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                               None
                          (Title of class)

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.[X]


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 8, 1997 as reported on  the  New
York  Stock  Exchange, was approximately $43,353,352.  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 8, 1997 was 9,248,715.


DOCUMENTS INCORPORATED BY REFERENCE:

Portions  of  the Registrant's Annual Report to Shareholders  for
the  fiscal year ended May 31, 1997 are incorporated by reference
into Parts I and II.

Portions  of  the  Registrant's definitive proxy statement  dated
August 20, 1997 are incorporated by reference into Part III.


                           INDEX

                           PART I
                                                          Page
                                                         Number

Item 1.   Business                                       4 - 10

Item 2.   Properties                                         11

Item 3.   Legal Proceedings                                  12

Item 4.   Submission of Matters to a Vote of
          Security Holders                                   12

          Executive Officers of the Company             12 - 13

                          PART II

Item 5.   Market for the Registrant's Common Equity and
          Related Stockholder Matters                        14

Item 6.   Selected Financial Data                            14

Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations      14

Item 8.   Financial Statements and Supplementary Data        14

Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure             14

                          PART III

Item 10.  Directors and Executive Officers of the
          Registrant                                         15

Item 11.  Executive Compensation                             15

Item 12.  Security Ownership of Certain Beneficial
          Owners and Management                              15

Item 13.  Certain Relationships and Related Transactions     15

                          PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K                           16 - 20





PART I

Item 1.     Business.
__________________________________________________________________
Introduction

Morrison   Fresh  Cooking,  Inc.  (the  "Company"   or   "MFCI"),
incorporated  in  1995  in Atlanta, Georgia,  owns  and  operates
cafeterias,  buffets  and  mall  food  court  locations  in   the
southeastern and mid-Atlantic regions of the United States. As of
May  31,  1997,  the  Company operated  a  total  of  154  units,
consisting of 129 traditional cafeterias, 11 small cafeterias, 11
mall  food  court units and three buffets located in  13  states,
making  it  one  of  the  largest  cafeteria  companies  in   the
Southeast.

Prior  to  March  1996, the Company comprised the  family  dining
business of Morrison Restaurants Inc. ("MRI"). On March 7,  1996,
the  shareholders of MRI approved the distribution of the  common
stock  of  MFCI  to  its  shareholders (the "Distribution").  The
effective  date  of  the  Distribution was  March  9,  1996;  MRI
shareholders received one share of the Company's common stock for
every four shares of MRI common stock then held.

In  connection  with  the  Distribution,  the  Company  filed   a
Registration  Statement with the SEC on Form  10  (together  with
subsequent  amendments,  the  "Form  10")  under  the  Securities
Exchange Act of 1934 with respect to the Company's common  stock.
The  Form  10 became effective on March 4, 1996, and the  Company
stock  commenced trading on the New York Stock Exchange on  March
11, 1996.
___________________________________________________________________
Background

MRI,  the former parent company, was founded in 1920 as a  unique
cafeteria  concept in Mobile, Alabama. In 1928, with  just  eight
cafeterias,  the  company had its first  and  only  public  stock
offering.  The  first  cash dividend on  the  common  shares  was
declared  in 1936, and dividends have been paid continuously  for
61 years.
___________________________________________________________________
Concept

The  Company operates in the "home-meal replacement" (also  known
as  "comfort"  food)  segment  of the  restaurant  industry.  The
Company's services appeal to customers seeking complete meals  at
affordable  prices, in a convenient and home-like setting.  While
industry  observers  have labeled "home-meal  replacement"  as  a
trend  of  the  1990's,  Morrison Fresh Cooking,  Inc.  has  been
operating in this market segment for 77 years.
___________________________________________________________________
Strategy

Morrison Fresh Cooking, Inc.'s business strategy is to:
     Emphasize  future growth beyond existing  mall-based  units
  into convenient free-standing locations. New units will generally
  be smaller, more labor and energy efficient, and will be designed
  to evoke a contemporary and comfortable environment.
     Re-engineer  its  cost-structure  through  state-of-the-art
  technology in information services, cooking equipment and quality
  control.
     Emphasize more health-conscious and contemporary menu items
  without losing focus on traditional southern menu favorites.
    Achieve operational excellence through competitive pricing,
variety of menu items and employee training.
    Focus growth in the southeast and mid-Atlantic regions to
capitalize on existing brand-equity and name-recognition.
___________________________________________________________________
Operations

The  Company  serves in excess of 42 million meals a  year  to  a
customer base in the southeast and mid-Atlantic regions.  In  the
1997  American Bus Association's annual survey of tour operators,
the  Company was rated as one of the Association's most  favorite
restaurant chains. In addition, the National Motor Coach  Network
rated  the Company second in their 1997 survey. MFCI's meals  are
classic,  all-American and freshly prepared, and  are  made  from
scratch  according to their time tested recipes. Each day's  menu
offers  the customer a wide variety of selections: fresh  salads,
home-style  entrees,  freshly prepared  vegetables,  daily  baked
breads, and home-baked pies or other desserts.

MFCI's units offer a tremendous variety of menu items including 8-
11  salads, 12 entrees, 12-15 vegetables, 6 types of breads,  and
12-15  desserts. Complete or "bundled" meals can be purchased  at
prices ranging from $3.99 to $5.89 per meal. In excess of 70%  of
MFCI's customers select bundled meals. Menus are rotated daily to
provide  a  varied dining experience and are adjusted to  include
seasonal favorites. This variety encourages customer loyalty  and
repeat  business.  The  Company's  typical  customer  visits  the
restaurants an average of 3.8 times per month.

The  traditional cafeteria, located in a shopping mall  or  on  a
free-standing  site  (both convenient to  shopping  and  business
developments  as well as to residential areas), is  approximately
10,000 square feet and seats approximately 250 customers. The new
smaller  cafeteria offers a contemporary appearance, featuring  a
new   serpentine  serving  area  that  creates  an   open,   airy
environment to enhance viewing of the menu items by the customer.
The  small cafeterias are built in a contemporary design  ranging
from  6,200  to  6,800  square feet and  seat  approximately  180
guests. The dining area, accompanied by booths and wooden  tables
and  chairs,  creates a comfortable at-home  atmosphere,  and  is
intended  to  appeal  to  a broader, younger  market.  The  small
cafeterias  are designed to provide convenient, customer-friendly
take-out services.

The  mall  food court units or quick service restaurants ("QSRs")
are 600 to 1,200 square foot dining facilities, located primarily
in  the  mid-Atlantic states. They feature many traditional  menu
selections for which MFCI is more commonly known, along with some
new items. The QSRs offer several bundled value meal combinations
in addition to a la carte pricing for selected items.

The  Company  is  undergoing  a  modernization  program  for  its
existing  core cafeterias in order to improve their appeal  to  a
larger  customer base and increase the efficiency  and  customer-
friendliness  of the cafeterias' service lines. MFCI  intends  to
continue  remodeling efforts by concentrating  on  its  units  in
demographic  areas where this enhanced atmosphere  would  achieve
the greatest results.
___________________________________________________________________
Research and Development

The  Company  does  not  engage  in  any  material  research  and
development activities. Numerous studies are made, however, on  a
continuing  basis, to improve menus, equipment,  and  methods  of
operations, including planning for new food-service concepts.  In
addition,  the  Company holds regular "focus  group"  discussions
with  existing, former and potential customers to determine  ways
to   exceed   customer   expectations   and   increase   customer
satisfaction.
___________________________________________________________________
Raw Materials

Raw  materials  essential  to  the  operation  of  the  Company's
business   are   obtained  principally  through   national   food
distributors.  Because of the relatively short  storage  life  of
inventories,  limited  storage  facilities  at  the   restaurants
themselves,  MFCI's requirement for freshness  and  the  numerous
sources of goods, a minimum amount of inventory is maintained  at
the  units.  If  necessary,  all  essential  food,  beverage  and
operational  products  are available and  can  be  obtained  from
alternative  suppliers  in  all  cities  in  which  the   Company
operates.

The  Company,  Morrison  Health  Care,  Inc.  ("MHCI")  and  Ruby
Tuesday,  Inc.  ("RTI"),  successor  to  MRI,  have  formed   MRT
Purchasing, LLC, a Georgia limited liability company  ("MRT"), to
serve  as  a  purchasing  cooperative,  to  maintain  the  volume
purchasing  bargaining  position enjoyed  by  MRI  prior  to  the
Distribution  by  pooling their collective purchasing  power  and
coordinating   the  purchase  of  certain  food,  equipment   and
services.  Pursuant to MRT's Operating Agreement, MRT  serves  as
the purchasing agent for the three companies by arranging for the
purchase  of  products to be made directly between  each  of  the
three  companies  and suppliers. MRT has complete  discretion  to
select  vendors and brands for certain designated products ("core
products") and to negotiate terms of purchasing arrangements  for
core  products,  including  long-term contracts.  To  the  extent
feasible, MRT concludes purchasing arrangements under which  each
of  the  three  companies has independent rights and obligations.
With  respect to any arrangement where each company's liabilities
are  not  independent, RTI, MHCI and the Company cross  indemnify
MRT  and  each  other  with respect to their allocated  share  of
liability  for obligations to be performed and payment for  goods
purchased.

RTI,  MHCI  and  the Company are obligated to purchase  all  core
products  through  MRT  arrangements; non-core  products  may  be
purchased  independently. The three companies  are  committed  to
these  purchasing arrangements for an initial term of five  years
from the date of Distribution, which will automatically renew for
additional  five  year  terms.  RTI,  MHCI  or  the  Company  may
terminate its participation in these purchasing arrangements upon
six months prior notice, provided, however, that it will continue
to  honor  its  commitments  under  any  then  existing  contract
extending beyond the termination date. Approximately 92%  of  the
total  products purchased by the Company during fiscal 1997 would
have   constituted  "core  products"  under  the  MRT  purchasing
cooperative.

Each  of  RTI, MHCI and the Company have an equal equity interest
in  MRT.  It  is  not intended, however, that MRT  will  generate
income  or  profits. Employees are loaned by  one  of  the  three
companies  and all expenses incurred in connection with operating
MRT  are shared among the three companies pro rata, based on  the
relative  value  of time spent and expenses incurred  by  MRT  on
behalf of each of the companies.

Existing  long  term purchasing arrangements are managed  through
MRT,  which acts as agent for RTI, MHCI and the Company. In  each
case,  purchasing  obligations  are  allocated  among  the  three
companies  based  on past practice. To the extent  feasible,  MRT
will  seek to amend such arrangements to formalize the allocation
of  responsibilities and liabilities. In particular, MRI  amended
its agreement ("Supply Agreement") with PYA/Monarch, Inc. ("PYA")
to   allocate  to  the  appropriate  company  certain  divisional
obligations to purchase from PYA a minimum percentage of produce,
foodstuff  and other supplies. In addition, the aggregate  annual
minimum dollar amount of purchases under the Supply Agreement has
been allocated among RTI, MHCI and the Company.
_______________________________________________________________
Trademarks of the Company

The  Company has registered trademarks and service marks with the
United   States  Patent  and  Trademark  Office,  including   the
Morrison's trademark. MFCI believes that this and other  related
marks  are  of  material  importance to the  Company's  business.
Registrations  of  the  trademark Morrison's  expire  in  2005,
unless  renewed.  In  addition,  approval  is  pending  for   the
registration of the trademark "Morrison's Fresh Cooking" by MFCI.

The Company, MHCI and RTI have entered into Intellectual Property
License  Agreements (collectively, "IP Agreements") which provide
for  licensing  to  or  among  these companies  of  rights  under
trademarks,  service  marks,  trade  secrets  and  certain  other
intellectual  property  (collectively  "Intellectual   Property")
owned by RTI, MHCI or the Company following the Distribution. The
purpose  of these IP Agreements is to provide RTI, MHCI  and  the
Company  with  those  continuing rights and licenses  under  such
Intellectual  Property following the Distribution  necessary  for
the   continued   conduct  of  their  respective  businesses   in
accordance with practice prior to the Distribution.
___________________________________________________________________
Marketing

The  Company's  marketing strategy is to  increase  customer  and
potential  customers'  awareness of  MFCI's  strengths  including
variety,  fresh  cooking, bundled meals, speed  of  service,  and
value-based  pricing. MFCI's marketing efforts  focus  on  active
advertising in television, radio and print media and local  store
promotions.  In addition, the Company is committing resources  to
develop  marketing  manuals  for  each  of  its  restaurants  and
increase  its community involvement to become more of a  part  of
the neighborhoods in which its restaurants are located.
___________________________________________________________________
Working Capital Practices

Cash  provided  by  operations, along with borrowings  under  the
Company's  revolving  line of credit, are invested  in  new  unit
expansion, the renovation of existing units and dividends.

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 1997 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 MFCI.
___________________________________________________________________
Competition

The  Company's activities in the restaurant industry are  subject
to  vigorous  competition  relating to  restaurant  location  and
service, as well as quality, variety and value perception of  the
food  products offered. The Company is in competition with  other
food service operations, with locally-owned operations as well as
national and regional chains that offer the same type of services
and products as MFCI. Management believes that competition in the
"home-meal replacement" or "comfort food" market segment is based
on  price,  food  quality, variety and convenience.  The  Company
believes  it  compares  favorably with its competition  in  these
areas.
___________________________________________________________________
Impact of Inflation

In  the  past,  the Company has been able to recover inflationary
cost  increases through increased menu prices. There  have  been,
and  there may be in the future, delays in implementing such menu
price  increases,  and  competitive pressures  may  limit  MFCI's
ability  to  recover  such  cost  increases  in  their  entirety.
Historically,  the  effects of inflation  on  the  Company's  net
income have not been materially adverse.
___________________________________________________________________
Government Compliance

The  Company  is subject to various regulations  at
both  the  state and local levels for items such as zoning,  land
use,  sanitation, health and fire safety, all of which could delay
the  opening of a new restaurant or the operation of an  existing
unit. MFCI's business is subject to various other regulations  at
the  federal  level such as health care, minimum  wage  and  fair
labor  standards. Compliance with these regulations has not  had,
and  is  not expected to have, a material adverse effect  on  the
Company's operations.

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 Federal Government.
___________________________________________________________________
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 7,800 full-time and  part-time
employees. MFCI believes that its relationship with its employees
is  good,  that  working  conditions are favorable  and  employee
compensation  is  comparable with its competition.  None  of  the
Company's  employees  are  subject  to  a  collective  bargaining
agreement.
___________________________________________________________________
Seasonality

The Company's business is moderately seasonal. Average restaurant
sales  of MFCI are slightly higher during the winter months  than
during the summer months. As MFCI has many restaurants located in
shopping malls and other retail locations, sales for these  units
increase over the holiday season. Overall, the variation  is  not
material.

___________________________________________________________________
Item 2.  Properties.

Information  regarding the Company's location by  state  and  the
number of operations is shown below.

Of  the  154 Company-operated restaurants, MFCI owns the building
and holds long-term land leases for 10 restaurants, owns the land
and  building for 13 restaurants, holds leases covering land  and
building  for  130 restaurants and owns the land and  leases  the
building  for  one unit. These leases have terms that  expire  on
various  dates over the next 20 years, and generally provide  for
options  to renew, in some cases at adjusted rentals. The  leases
may  provide  for escalation of rent during the  lease  term  and
generally provide for additional contingent lease payments  based
upon  sales volume. The Company has a policy to remodel units  as
needed.  Facilities and equipment are repaired and maintained  to
assure their adequacy, productive capacity and utilization.

The  Company's  corporate  headquarters  for  its  executive  and
administrative  personnel  is  located  in  Atlanta,  Georgia  in
approximately 17,000 square feet of a leased building. The  lease
has  a  term  ending  in  1997, and  annual  lease  payments  are
approximately  $180,000.  Additional  administrative  support  is
located in Mobile, Alabama; the lease term expires in 2001.

Additional  information concerning the properties of the  Company
and  the  lease  obligations of MFCI is  incorporated  herein  by
reference to Note 3 of the Notes to Financial Statements included
in  the  Annual Report to Shareholders for the fiscal year  ended
May 31, 1997.

As  of May 31, 1997, MFCI operated 154 locations in the following
states:

Alabama             18             North Carolina      5

Florida             51             South Carolina      8

Georgia             26             Tennessee           7

Indiana             1              Virginia            16

Kentucky            5              West Virginia       1

Louisiana           2

Maryland            4

Mississippi         10

________________________________________________________________________
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  MFCI's
operations or financial position.
________________________________________________________________________
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 8,  1997  is  provided
below.

                                                           Executive
                                                            Officer
Name                    Age     Position with the Company    Since


Ronnie L. Tatum          57     Chief Executive Officer      1996

Craig D. Nelson          43     Senior Vice President,       1996
                                  Finance and Assistant
                                  Secretary

William M. Byrd          40     Senior Vice President,       1996
                                  Operations

Mitchell S. Block        44     Vice President,              1996
                                  General Counsel and
                                  Secretary





Ronnie  L.  Tatum  is Chief Executive Officer of the Company.  He  was
President  of the Family Dining Division of MRI's Morrison Group  from
March  1994 until the Distribution in March 1996. Mr. Tatum served  as
President of MRI's Family Dining Group from March 1993 to March  1994,
and  Senior Vice President of MRI's Family Dining Group from  1990  to
March 1993.

Craig  D.  Nelson  is Senior Vice President of Finance  and  Assistant
Secretary of the Company. He was Vice President, Controller  of  MRI's
Morrison Group from July 1994 to March 1996. Mr. Nelson served as Vice
President/Controller - Family Dining Division from  November  1990  to
July 1994. He joined MRI in 1976.

William M. Byrd is Senior Vice President of Operations of the Company.
He was Vice President, Operations of MRI's Family Dining Division from
October 1995 to March 1996, then of the Company until September  1996.
Previously,   Mr.   Byrd  was  Regional  Vice   President   for   Daka
International  from July 1995 to October 1995. Prior to  that  he  was
Operations Director at the Pizza Hut Division of Pepsico.

Mitchell S. Block is Vice President, General Counsel and Secretary  of
the  Company.  Previously, he was Real Estate Attorney of  MRI's  Ruby
Tuesday  Group  from April 1993 to March 1996. Prior  to  joining  the
Company,  Mr. Block was Vice President, General Counsel and  Secretary
for  Wyatt  Cafeterias, Inc. in Dallas, Texas, where  he  worked  from
March 1986 to April 1993.


PART II
________________________________________________________________________
Item 5.  Market for the Registrant's Common Equity and Related
       Stockholder Matters.

Certain  information required by this item is incorporated  herein  by
reference  to  Note  13 of the Notes to Financial  Statements  of  the
Registrant's Annual Report to Shareholders for the fiscal  year  ended
May 31, 1997.
________________________________________________________________________
Item 6.  Selected Financial Data.

The information contained under the caption "Summary of Operations" of
the  Registrant's Annual Report to Shareholders for  the  fiscal  year
ended May 31, 1997 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, 1997 is incorporated herein by reference.
________________________________________________________________________
Item 8.  Financial Statements and Supplementary Data.

The  following  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,  1997,  are
incorporated herein by reference:

     Statements of Operations - fiscal years ended May 31, 1997
       June 1, 1996 and June 3, 1995.

     Balance Sheets - As of May 31, 1997 and June 1, 1996

     Statements of Stockholders' Equity - fiscal years ended
       May 31, 1997, June 1, 1996 and June 3, 1995.

     Statements of Cash Flows - fiscal years ended May 31, 1997,
       June 1, 1996 and June 3, 1995.

     Notes to Financial Statements.
________________________________________________________________________
Item 9.  Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure.

None.


PART III
________________________________________________________________________
Item 10. Directors and Executive Officers of the Company.

The  information  regarding directors of the Company  is  incorporated
herein  by  reference  to  the information  set  forth  in  the  table
captioned  "Director and Director Nominee Information" under "Election
of  Directors"  in  the definitive proxy statement of  the  Registrant
dated August 20, 1997, relating to the Registrant's annual meeting  of
shareholders to be held on September 24, 1997.

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".

MFCI  has  established  Audit,  Compensation  and  Stock  Option,  and
Nominating  Committees  of  the  Board.  Members  of  the  Audit   and
Compensation  and Stock Option Committees are not to be  employees  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  "Election  of  Directors  -  Directors'  Fees  and
Attendance" in the definitive proxy statement of the Registrant  dated
August  20,  1997  relating  to  the Registrant's  annual  meeting  of
shareholders to be held on September 24, 1997.
________________________________________________________________________
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 proxy statement of the Registrant dated August  20,
1997 relating to the Registrant's annual meeting of shareholders to be
held on September 24, 1997.
________________________________________________________________________
Item 13.  Certain Relationships and Related Transactions.

The  information  required by this Item 13 is incorporated  herein  by
reference  to  the  information set forth under the  caption  "Certain
Transactions"  in  the definitive proxy statement  of  the  Registrant
dated  August 20, 1997 relating to the Registrant's annual meeting  of
shareholders to be held on September 24, 1997.


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 a part of this report:

     1.  Financial Statements:
        
       The   following   financial  statements  and  the   independent
       auditors'  report thereon, included in the Registrant's  Annual
       Report to Shareholders for the fiscal year ended May 31,  1997,
       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

       Statements of Operations for the fiscal
       years ended May 31, 1997, June 1, 1996
       and June 3, 1995                                  18
       
       Balance Sheets as of May 31, 1997 and
       June 1, 1996                                      19

       Statements of Stockholders' Equity for
       the fiscal years ended May 31, 1997,
       June 1, 1996 and June 3, 1995                     20
       
       Statements of Cash Flows for the fiscal
       years ended May 31, 1997, June 1, 1996
       and June 3, 1995                                  21
       
       Notes to Financial Statements                22 - 31
       
       Report of Independent Auditors                    32
       

     2.  Financial statement schedules:

       All  other  schedules  for  which  provision  is  made  in  the
       applicable accounting regulation of the Securities and Exchange
       Commission  are not required under the related instructions  or
       are inapplicable, and therefore have been omitted.
       
          
     3.  Exhibits

       The following exhibits are filed as part of this report:

                       MORRISON FRESH COOKING, INC.
                             LIST OF EXHIBITS

Exhibit
Number                 Description

3(a)      Amended  and  Restated Articles  of  Incorporation  of
          Morrison Fresh Cooking, Inc.(1)

3(b)      Bylaws of Morrison Fresh Cooking, Inc.(1)

4(a)      Specimen Common Stock Certificate.(2)

4(b)      Amended  and  Restated Articles  of  Incorporation  of
          Morrison Fresh Cooking, Inc. (see Exhibit 3(a) hereto).

4(c)      Bylaws  of  Morrison Fresh Cooking, Inc. (see  Exhibit
          3(b) hereto).

4(d)      Form  of  Rights  Agreement  between  Morrison  Fresh
          Cooking,  Inc.  and  AmSouth  Bank  of  Alabama,  as  Rights
          Agent.(2)

4(e)      Form   of   Rights  Certificate  (see  Exhibit   4(d)
          hereto).(2)

10(a)     Form  of  Distribution Agreement among Morrison  Restaurants
          Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care,
          Inc.(1)

10(b)     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 Health Care, Inc.(1)

10(c)     Form  of Agreement Respecting Employee Benefit Matters among
          Morrison Restaurants Inc., Morrison Fresh Cooking, Inc.  and
          Morrison Health Care, Inc.(2)

10(d)     Form  of  License Agreement between Morrison Fresh  Cooking,
          Inc. and Morrison Health Care, Inc.(1)

10(e)     Form  of  Amended  and Restated Operating Agreement  of  MRT
          Purchasing,  LLC  among  Morrison  Restaurants  Inc.,   Ruby
          Tuesday,  Inc.,  Morrison Fresh Cooking, Inc.  and  Morrison
          Health Care, Inc.(1)

Exhibit
Number                   Description

10(f)*    Form  of  Morrison Fresh Cooking, Inc. 1996 Stock  Incentive
          Plan.(2)

10(g)*    Form  of  Morrison Fresh Cooking, Inc. Stock  Incentive  and
          Deferred Compensation Plan for Directors.(2)

10(h)*    Form of 1996 Non-Executive Stock Incentive Plan.(2)

10(i)*    Form  of Morrison Fresh Cooking, Inc. Executive Supplemental
          Pension   Plan   together  with  related   form   of   Trust
          Agreement.(2)

10(j)*    Form  of  Morrison Fresh Cooking, Inc. Management Retirement
          Plan together with related form of Trust Agreement.(2)

10(k)*    Form  of  Morrison Fresh Cooking, Inc. Salary Deferral  Plan
          together with related form of Trust Agreement.(2)

10(l)*    Form  of  Morrison Fresh Cooking, Inc. Deferred Compensation
          Plan together with related form of Trust Agreement.(2)

10(m)*    Form  of  Morrison Fresh Cooking, Inc. Executive Group  Life
          and Executive Accidental Death and Dismemberment Plan.(2)

10(n)*    Form   of  Morrison  Fresh  Cooking,  Inc.  Executive   Life
          Insurance Plan.(2)

10(o)     Form  of  Indemnification Agreement to be entered into  with
          executive officers and directors.(1)

10(p)*    Form  of Change of Control Agreement to be entered into with
          executive officers.(2)

10(q)     Non-Qualified   Stock  Option  Agreement  between   Morrison
          Restaurants Inc. and Eugene E. Bishop.(2)

10(r)     Non-Qualified   Stock  Option  Agreement  between   Morrison
          Restaurants Inc. and Samuel E. Beall, III.(2)

10(s)     Credit agreement dated as of June 19, 1997 between Registrant and
          AmSouth Bank of Alabama.

10(t)     Severance agreements dated April 4, 1997 between Registrant and
          Christopher P. Elliott and Scears Lee, III.

10(u)     Form of Amendment Number 1 to Rights Agreement between Morrison
          Fresh Cooking, Inc. and SunTrust Bank, Atlanta, as successor
          Rights Agent to AmSouth Bank, Alabama.

10(v)*    Form of First Amendment to the Morrison Fresh Cooking, Inc.
          Executive Supplemental Pension Plan.

Exhibit
Number                   Description

10(w)*    Form of First Amendment to the Morrison Fresh Cooking, Inc.
          Management Retirement Plan.

10(x)*    Form of Second Amendment to the Morrison Fresh Cooking, Inc.
          Management Retirement Plan.

10(y)*    Form  of First Amendment to the Morrison Fresh Cooking, Inc.
          Deferred Compensation Plan.

10(z)*    Form of Second Amendment to the Morrison Fresh Cooking, Inc.
          Deferred Compensation Plan.

10(aa)*   Form  of First Amendment to the Morrison Fresh Cooking, Inc.
          Salary Deferral Plan.

10(bb)*   Form of Second Amendment to the Morrison Fresh Cooking, Inc.
          Salary Deferral Plan.

11        Statement regarding computation of per share earnings.

13        Annual Report to Shareholders for the fiscal year ended
          May  31,  1997  (only portions specifically incorporated  by
          reference in the Form 10-K are being filed herewith).

23        Consent of Independent Auditors.

27        Financial Data Schedule.

                                     
                       MORRISON FRESH COOKING, INC.

                            EXHIBIT FOOTNOTES

Exhibit
Footnote          Description

(1)       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.

(2)       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.

*         This is a management contract or compensatory plan or arrangement.


     4.  Reports on Form 8-K:

       The Company did not file any Current Reports on Form 8-K during
       the quarter ended May 31, 1997.

(b)  Exhibits filed with this report are attached hereto.
                                     
               


                      
                                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 FRESH COOKING, INC.
       
       
       
       
       
       Date 08/22/97            By:/s/ Craig D. Nelson
                                   Craig D. Nelson
                                   Senior Vice President, Finance
                                  (Principal Accounting 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 08/22/97            By:/s/ Dolph W. von Arx
                                   Dolph W. von Arx
                                   Chairman of the Board
       
       
       Date 08/22/97            By:/s/ Ronnie L. Tatum
                                   Ronnie L. Tatum
                                   Chief Executive Officer
                                     and Director
       
       
       
       Date 08/22/97            By:/s/ E. Eugene Bishop
                                   E. Eugene Bishop
                                   Director
       
       
       
       Date 08/22/97            By:/s/ Donald Ratajczak
                                   Dr. Donald Ratajczak
                                   Director
       
       
       
       Date 08/22/97            By:/s/ J. Veronica Biggins
                                   J. Veronica Biggins
                                   Director
       
       
       
       Date 08/22/97            By:/s/ Arthur R. Outlaw
                                   Arthur R. Outlaw
                                   Vice Chairman of the Board