<PAGE>1

                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, 2000

                                       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.[ 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 11, 2000
as  reported on the New York Stock  Exchange,  was  approximately  $338,699,620.
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 11,
2000 was 12,834,806.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the  Registrant's  Annual Report to Stockholders for the fiscal year
ended May 31, 2000 are incorporated by reference into Parts I and II.

Portions of the  Registrant's  definitive  proxy statement dated August 22, 2000
are incorporated by reference into Part III.

<PAGE>2

                                      INDEX

                                     PART I

                                                                            Page
                                                                          Number

                                                                      --------

Item 1.         Business..............................................  3-5

Item 2.         Properties............................................   5

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

Item 4.         Submission of Matters to a Vote of Security Holders...   6

                Executive Officers of the Company.....................  6-7

                                     PART II

Item 5.         Market for the Registrant's Common Equity and
                Related Shareholder Matters...........................   8

Item 6.         Selected Financial Data...............................   8

Item 7.         Management's Discussion and Analysis of Financial
                Condition and Results of Operations...................   8

Item 7A.        Quantitative and Qualitative Disclosures About
                Market Risk...........................................   8

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

Item 9.         Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure...................   8

                                    PART III

Item 10.        Directors and Executive Officers of the Company.......   9

Item 11.        Executive Compensation................................   9

Item 12.        Security Ownership of Certain Beneficial Owners and
                Management............................................   9

Item 13.        Certain Relationships and Related Transactions........   9

                                     PART IV

Item 14.        Exhibits, Financial Statement Schedules, and Reports
                on Form 8-K........................................... 10-13



<PAGE>3

PART I
ITEM 1.    BUSINESS.

General

Morrison  Management  Specialists,  Inc.,  (the  "Company"  or "MMS"),  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.

     MMS is the nation's only company  focused  exclusively  on providing  food,
nutrition and dining services to the healthcare and senior living markets. It is
the nation's  second largest  outsourcing  provider in the healthcare and senior
living  industries.  Its clients include acute care  hospitals,  health systems,
nursing homes and retirement facilities.

Morrison Healthcare Food Services

Morrison  Healthcare  Food  Services  manages  on-site  facilities  and provides
comprehensive  nutritional  programs for patients and high-quality retail dining
options for staff and visitors of hospitals and integrated  healthcare  systems.
MMS offers its clients programs  designed to reduce costs and increase  customer
satisfaction.  The Company's healthcare foodservice operations originated in the
early 1950s.  The Company expanded through its own marketing and sales force and
by acquiring other foodservice  businesses.  MMS's healthcare  accounts range in
size from 100 bed specialty hospitals to facilities with over 1,500 beds.

     Through its  Advanced  Culinary  System(TM)  the Company  continues to make
advances in cook-chill technology and centralized food production. These systems
are  designed to increase  productivity,  enhance  food  quality and reduce food
waste,  thereby making healthcare food production more economical for the client
and more  appealing to the customer at  healthcare  facilities  nationwide.  MMS
currently has two Advanced Culinary  Centers(TM) which utilize  centralized food
production and cook-chill technology in operation and one under construction.

     MMS   operates   "branded   concept"   restaurants,   such  as   Subway(R),
Chick-Fil-A(R) and Healthy Choice(R),  on client premises.  These small versions
("kiosk"  type) of the licensed  restaurant  concepts  are operated  pursuant to
license arrangements with the appropriate restaurant company. Currently, MMS has
17 license  arrangements  with nationally and regionally  recognized  restaurant
companies.  In  addition,  MMS operates its own brand - Spice of Life(TM) - with
menus and recipes that can be customized to local tastes.

Morrison Senior Dining

Due to  changing  demographics  and  lifestyles  and the  increasing  number  of
retirement facilities being constructed,  the Company believes the senior living
market is the fastest  growing segment of the healthcare  industry.  The Company
has  emphasized  its  commitment to provide food and  nutrition  services to the
senior  living  market by  acquiring,  over the past three fiscal  years,  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.

     Dedicated  to  providing  dining  services  to senior  living  communities,
Morrison  Senior  Dining  helps  clients  control  costs while  making  informed
decisions from kitchen and dining room design to menu selection. Morrison Senior
Dining  accounts  range in size from 100 residents to 600  residents.  Believing
that this market is  under-penetrated  and rapidly expanding,  the Company plans
for  future  growth  in  the  senior  living  market  to  result  from  internal
development.

Operations

MMS offers its services  pursuant to two general types of contracts:  (i) profit
and loss (or guaranteed cost) contracts, where MMS assumes the risk of profit or
loss for the foodservice operation and (ii) management fee contracts,  where the
client  reimburses  MMS for all or nearly all costs  incurred in  providing  the
services contracted plus a negotiated management fee for supervising the
<PAGE>4

client's food and nutrition services. In addition, some management fee contracts
include  incentives  and  penalties  with  the  amount  of  the  management  fee
determined  in  whole  or in part by the  achievement  of  predetermined  goals.
Approximately  60% of MMS's  accounts are operated  pursuant to  management  fee
contracts.  The  majority  of  MMS's  contracts  were  awarded  through  bidding
processes.

     In June 2000,  MMS formed a strategic  alliance with, and made a $3 million
investment  in,  foodbuy.com,  a forerunner in developing the business model for
Internet  food  purchasing.  Management  believes the alliance will leverage the
combined  purchasing  and  technology  resources  which  will  lower  food costs
resulting in savings for MMS's clients.

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.

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
associated  with certain  commodities.  Because of the relatively  short storage
life of inventories,  limited storage  facilities at customer  locations,  MMS'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,  such as its Advanced
Culinary  System(TM)  and Advanced  Culinary  Center(TM),  are  important to its
business.  Registrations of the Company's  trademarks  expire from 2002 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  2000 Annual
Report to Stockholders.

Customer Dependence

Concentration of business and credit risk is generally  limited due to the large
number of customers  that make up the Company's  customer  base,  thus spreading
risk.

     During fiscal year 2000,  the Company was awarded a new five-year  contract
to provide food and nutrition services to over 60 of Tenet HealthSystem Medical,
Inc.'s ("Tenet") hospitals. The revenue from the Tenet accounts for fiscal years
2000,  1999 and  1998 was  $69.2  million,  $23.2  million  and  $12.0  million,
respectively. These revenues accounted for 15.7%, 7.2% and 4.8% of total revenue
for fiscal years 2000, 1999 and 1998,  respectively.  Tenet accounts  receivable
accounted  for 12.9% and 6.8% of total  accounts  receivable at May 31, 2000 and
1999, respectively.

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.

<PAGE>5

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 and senior living markets is based on
pricing,  quality  of  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 10,000 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.

MMS professionally  manages foodservice  departments on client-owned  properties
and,  therefore,  does not own any  significant  amounts  of  property.  Vending
services on client-owned  facilities  complement the foodservice program.  Under
the terms of certain  contracts,  MMS 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.  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 Company team members and clients  located  within
that region.

     During fiscal year 1998,  MMS  constructed  two advanced  food  preparation
facilities or "Advanced  Culinary Centers" (ACC) to utilize its expertise in the
cook-chill  food  processing.  The first  facility,  located in Tampa,  Florida,
includes  about 5,000  square feet of light  industrial  space with a lease term
ending in 2002. The second facility,  located in Baltimore,  Maryland,  includes
approximately  15,000 square feet of light industrial and regional office space.
A new ACC in Charlotte, North Carolina is currently under construction.

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

<PAGE>6

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.

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 11, 2000 is provided below.

Name                   Age    Position with the Company

----                   ---    --------------------------------------------------

G. A. Davenport         46    President, Chief Executive Officer and Chairman of
                                the Board of Directors
K. W. Engwall           52    Chief Financial Officer and Assistant Secretary
J. E. Fountain          49    Vice President, General Counsel and Secretary
J. D. Underhill         55    President, Morrison Healthcare Food Services
E. D. Dolloff           54    President, Morrison Senior Dining
G. L. Gaddy             47    Executive Vice President, Sales and Marketing
R. C. Roberson          56    Division Vice President, Morrison Healthcare Food
                                Services

G. T. Levins            37    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.  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 Chief Financial Officer 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 its  inception  in 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.

<PAGE>7

Eugene D.  Dolloff has been  President of the Morrison  Senior  Dining  Division
since is its  inception  in 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  Executive  Vice  President,  Sales and  Marketing of the
Company  since June 2000. He was Senior Vice  President,  Sales and Marketing of
the Company from March 1998 to June 2000. 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.

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.

George T. Levins has been a Division  Vice  President of the Company  since June
1999. He was a Regional Vice  President of the Company from January 1998 to June
1999. Prior thereto,  he was a Regional Director of Operations from January 1997
to June 1999 and a director  of Food and  Nutrition  Services  from June 1996 to
January 1997. He served in various operational capacities with Baxter Healthcare
from June 1989 to June 1996, including Account Manager, Region Manager and Sales
Manager. Mr Levins served in the Marine Corps from June 1985 to May 1989.

<PAGE>8

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,  2000.  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,
2000 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,  2000 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,  2000 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, 2000, are incorporated  herein by
reference:

     Consolidated  Statements  of Income - Fiscal years ended May 31, 2000,  May
     31, 1999 and May 31, 1998.

     Consolidated Balance Sheets - As of May 31, 2000 and May 31, 1999.

     Consolidated  Statements  of Cash Flows - Fiscal  years ended May 31, 2000,
     May 31, 1999 and May 31, 1998.

     Consolidated  Statements of  Stockholders'  Equity - Fiscal years ended May
     31, 2000, May 31, 1999 and May 31, 1998.

     Notes to Consolidated Financial Statements.

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

None.

<PAGE>9

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 proxy statement of the Registrant dated August 22, 2000,  relating to
the  Registrant's  annual  meeting of  shareholders  to be held on September 27,
2000.

(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  proxy statement of the Registrant
dated  August  22,  2000  relating  to  the   Registrant's   annual  meeting  of
shareholders to be held on September 27, 2000.

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 22, 2000, relating to the Registrant's annual meeting of
shareholders to be held on September 27, 2000.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.


<PAGE>10

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,  2000,  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, 2000,
         May 31, 1999 and May 31, 1998...................... 22

         Consolidated Balance Sheets as of

         May 31, 2000 and May 31, 1999...................... 23

         Consolidated Statements of Cash Flows
         for the fiscal years ended May 31, 2000,
         May 31, 1999 and May 31, 1998...................... 24

         Consolidated Statements of Stockholders' Equity
         for the fiscal years ended May 31, 2000,
         May 31, 1999 and May 31, 1998...................... 25

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

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

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

         Schedule II - Valuation  and  Qualifying  Accounts
         for the fiscal years ended May 31, 2000, 1999 and
         1998............................................... 16

          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>11

                      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       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>12

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

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

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

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


<PAGE>13

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

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

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

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

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

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

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

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

10.33***  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.+++

10.36***  Fourth Amendment to the Morrison Management Specialists, Inc.
          Salary Deferral Plan.

11        Statement regarding computation of per share earnings.

13        Annual Report to  Stockholders  for the fiscal year ended May 31, 2000
          (Only portions specifically incorporated by reference in the Form 10-K
          are incorporated herewith.)

21.1      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 of the same number in the Registrant's
     Annual report on Form 10-K for the fiscal year ended May 31, 1998.

(b)  Reports on Form 8-K

     There were no  reports  filed on Form 8-K  during  the most  recent  fiscal
     quarter.

<PAGE>14

                                   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 08/22/00           By:/s/ Glenn A. Davenport
                                         Glenn A. Davenport
                                         President, Chief Executive Officer
                                         and Chairman of the Board

             Date 08/22/00           By:/s/ K. Wyatt Engwall
                                         K. Wyatt Engwall
                                         Chief Financial Officer and
                                         Assistant Secretary

     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 08/22/00           By:/s/Glenn A. Davenport
                                         Glenn A. Davenport
                                         President, Chief Executive Officer and
                                         Chairman of the Board

             Date 08/22/00           By:/s/K. Wyatt Engwall
                                         K. Wyatt Engwall
                                         Chief Financial Officer and
                                         Assistant Secretary

             Date 08/22/00           By:/s/Claire L. Arnold
                                         Claire L. Arnold
                                         Director


             Date 08/22/00           By:/s/ E. Eugene Bishop
                                         E. Eugene Bishop
                                         Director


             Date 08/22/00           By:/s/Fred L. Brown
                                         Fred L. Brown
                                         Director


<PAGE>15

             Date 08/22/00           By:/s/Michael F. Corbett
                                         Michael F. Corbett
                                         Director

             Date 08/22/00           By:/s/John B. McKinnon
                                         John B. McKinnon
                                         Director


             Date 08/22/00           By:/s/A. Robert Outlaw, Jr.
                                         A. Robert Outlaw, Jr.
                                         Director


             Date 08/22/00           By:/s/Dr. Benjamin F. Payton
                                         Dr. Benjamin F. Payton
                                         Director


<PAGE>16

<TABLE>

Morrison Management Specialists, Inc.
Schedule II - VALUATION  AND  QUALIFYING  ACCOUNTS
For the Periods Ended May 31, 2000, 1999 and 1998
(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, 2000:
Trade receivables:
   Allowance for doubtful accounts    $ 712       $   61      $   0      $  96        $  677
                                   ===========================================================

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
                                   ===========================================================
</TABLE>

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