Amendment No. 4
                Dated as of January 31, 1996
                              
                             to
                              
       Second Amendment and Restated Credit Agreement
                  Dated as of June 18, 1993

     This AMENDMENT No. 4 ("Amendment") dated as of January 31,
1996 is entered into by and among VICORP Restaurants, Inc.,
a Colorado corporation (the "Borrower"), Citibank, N.A. and
NationsBank of Texas, N.A., as lenders (the "Lenders"), and
Citibank, N.A., as agent for the Lenders (in such capacity,
the "Agent").

                         RECITALS

     A.   The Borrower, the Lenders and the Agent are
parties to that certain Second Amended and Restated Credit
Agreement dated as of June 18, 1993 (as amended, the "Loan
Agreement").  Terms defined in the Loan Agreement and not
otherwise defined herein are used herein as defined in the
Loan Agreement.

     B.   The Borrower has requested that the Lenders and
the Agent amend, and the Lenders and the Agent have agreed
to amend, certain provisions of the Loan Agreement as set
forth below.

     NOW, THEREFORE, the Borrower, the Lenders and the Agent
agree as follows:

     SECTION 1.  Amendment.  Subject to the conditions set
forth in Section 2 herein, the Borrower, the Lenders and the
Agent hereby amend the Loan Agreement as follows:

     (a)  Section 7.03(c) of the Loan Agreement is amended
to provide that clause (i) will be "$124,000,000" for the fiscal
quarter ended January 31, 1996, and that clause (i) will be 
"$125,000,000" for each fiscal quarter thereafter; and

     (b)  Section 7.03(e) of the Loan Agreement is amended
to provide that the Borrower is required to maintain a fixed
charge coverage ratio (as set forth in such Section 7.03(e))
greater than or equal to .63 to 1 for the fiscal quarter ending
on January 31, 1996; and to maintain a fixed charge coverage ratio
greater than or equal to 1.75 to 1 as of the last day of each
fiscal quarter thereafter.

     SECTION 2.  Conditions Precedent to Amendment.  This
Amendment shall be deemed to be effective as of January 31,
1996 upon the satisfaction of each of the following
conditions precedent: (a) the receipt by the Agent of four
(4) original copies of this Amendment duly executed and
delivered by a duly authorized officer of the Borrower and
of each Lender; and (b) the absence of any Default or Event
of Default under the Loan Agreement.

     SECTION 3.  Representations and Warranties of the Borrower.  
     (a)  Upon the effectiveness of this Amendment, the Borrower hereby 
reaffirms all covenants, representations and warranties made in
the Loan Agreement and agrees that all such covenants, representations 
and warranties shall be deemed to have been re-made as of the effective 
date of this Amendment.

     (b)  The Borrower hereby represents and warrants that
this Amendment constitutes the legal, valid and binding
obligation of the Borrower enforceable against the Borrower
in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
creditors' rights generally, and general principles of
equity which may limit the availability of equitable
remedies.

     SECTION 4.  Reference to and Effect on the Loan Agreement.
     (a)  The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any
right, power or remedy of the Lenders and the Agent under
the Loan Agreement or any other document, instrument or
agreement executed in connection therewith, nor constitute a
wavier of any provision contained therein, except as
specifically set forth herein.

     (b)  Upon the effectiveness of this Amendment, each
reference in the Loan Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import
shall mean and be a reference to the Loan Agreement as
amended hereby, and each reference to the Loan Agreement in
any other document, instrument or agreement executed and/or
delivered in connection with the Loan Agreement shall mean
and be a reference to the Loan Agreement as amended hereby.

     (c) Except as specifically amended hereby, the Loan
Agreement and any other document, instrument or agreement
executed in connection therewith shall remain in full force
and effect and are hereby ratified and confirmed.

     SECTION 5.  Governing Law.  This Amendment shall be
governed by and construed in accordance with the other
remaining terms of the Loan Agreement and the internal laws
(as opposed to conflict of law provisions) of the State of
New York.

     SECTION 6.  Section Titles.  The section titles
contained in this Amendment are and shall be without
substance, meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

     SECTION 7.  Counterparts.  This Amendment may be
executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall
constitute one and the same instrument.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above
written.


VICORP RESTAURANTS, INC.

By:   s/s Charles R. Frederickson
          -----------------------
Name:     Charles R. Frederickson
Title:    Chairman 

By:   s/s Jack A. Baldwin
          ---------------
Name:     Jack A. Baldwin
Title:    Assistant Treasurer


CITIBANK, N.A.

By:   s/s David L. Harris
          ---------------
          Vice President


NATIONSBANK OF TEXAS, N.A.

By:   s/s Gloria Holland
          --------------
          Vice President


CITIBANK, N.A., as Agent

By:   s/s David L. Harris
          ---------------
          Vice President