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

(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, 1998

                                       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 HEALTH CARE, 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 
                               (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 14, 1998
as  reported on the New York Stock  Exchange,  was  approximately  $215,874,329.
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 14,
1998 was 12,084,408.

Portions of the  Registrant's  Annual Report to Shareholders for the fiscal year
ended May 31, 1998 are incorporated by reference into Parts I and II.

Portions of the  Registrant's  definitive  proxy statement dated August 31, 1998
are incorporated by reference into Part III.

This form 10-K/A is being filed to amend and restate the Registrant's Form 10-K 
for  the  fiscal  year ended May 31, 1998 in its  entirety  to correct  certain
typographical and formatting errors. 

<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  Health Care,  Inc., a Georgia  corporation  (the "Company" or "MHCI"),
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
shareholders  received one share of Company  common stock for every three shares
of MRI held.

MHCI is the largest  independent  company focused  exclusively on providing food
and nutrition services to health care facilities. Its clients include acute care
hospitals,   health  systems,  nursing  homes  and  retirement  facilities.  The
Company's  mission is to be the leading provider of food and nutrition  services
to the health care industry,  fully committed to maximizing quality and value in
everything  the  Company  does for its  clients,  customers,  team  members  and
shareowners. With contracts in 33 states and Washington D.C., MHCI is one of the
leading  providers of food and nutrition  services to  hospitals,  senior living
facilities and other health care facilities across North America.

The Company's health care foodservice  operations originated in the early 1950s.
The  Company  has  expanded  through  its own  marketing  and sales force and by
acquiring other foodservice 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 health
care contracts and allowed the Company to concentrate its capital and management
team in the health care and senior living industry,  which  Management  believes
have a better opportunity for growth and profitability.

The Company  believes the senior living market is the fastest growing segment of
the health care industry,  due to changing  demographics  and lifestyles and the
number of retirement  facilities being  constructed.  The Company has emphasized
its  commitment  to provide  food and  nutrition  services to the senior  living
market by acquiring two companies in the field: Drake Management Services,  Inc.
in January 1998 which services the Southwest and Spectra Services, Inc. in March
1998   which   services   the   Mid-west.   Believing   that  this   market  is
under-penetrated  and rapidly expanding,  the Company plans for future growth in
the senior living market to result from acquisitions and internal development.

Operations

The Company  operates the food and nutrition  services  departments of hospitals
and other health care facilities.  These  departments  typically  include retail
outlets for staff and  visitors and patient food and  nutrition  services.  MHCI
health  care  accounts  range  in size  from  100  bed  specialty  hospitals  to
facilities  with over 2,100 beds.  Senior living accounts range in size from 100
residents  to 750  residents.  The  Company  has  operations  in 33  states  and
Washington,  D.C. Approximately 68% of the accounts are in hospitals, while over
24% of the accounts are in senior living facilities.

The  Company  provides  its clients  with the  flexibility  to adjust  programs,
staffing and service plans to meet the changing needs of the industry.  MHCI has
capitalized  on  its  retail  heritage  of  operating  restaurants  to  bring  a
retail-oriented  mentality to health care and senior living clients. MHCI offers
its clients programs  designed to reduce costs and increase  customer  (patients

<PAGE>

and staff)  satisfaction.  To better  serve its clients  and  provide  them with
specialized expertise,  MHCI'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 of whom 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.

MHCI offers its services  pursuant to two general types of contracts:(i)  profit
and loss (or guaranteed cost)  contracts,  where MHCI assumes the risk of profit
or loss for the foodservice  operation and (ii) management fee contracts,  where
the client reimburses MHCI 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 MHCI 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  69% of MHCI's  accounts  are  operated
pursuant to management fee contracts.  Management fee contracts with  incentives
and penalties are becoming more popular.  The majority of MHCI's  contracts were
awarded through bidding processes.

In addition,  MHCI operates "branded  concept"  restaurants such as 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,  MHCI  has 13  license  arrangements  with  nationally  and
regionally recognized restaurant companies.

The Company has created a new program to develop  advanced food  preparation and
delivery systems.  These systems are designed to increase customer  satisfaction
by  enhancing  production   consistencies  while  generating   significant  cost
reductions and providing quality services for health care facilities nationwide.

MHCI 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 MHCI's services
to large national health care accounts.  In addition,  MHCI personnel  market to
existing clients to expand its foodservice  responsibilities  and increase sales
of existing services to complement the facility's foodservices  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.

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
<PAGE>

associated  with certain  commodities.  Because of the relatively  short storage
life of inventories,  limited storage facilities at customer  locations,  MHCI'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.  The Company has
entered into a purchasing arrangement with Ruby Tuesday, Inc. ("RTI"), successor
to MRI's casual dining business and Morrison Fresh Cooking, Inc. ("MFCI"), which
held  the family  dining  assets of MRI and was spun off  along with the Company
in the  Distribution,  to maintain  the volume  purchasing  bargaining  position
enjoyed by the Company prior to the Distribution.

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  1998 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 health care 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 health  care 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 4,300 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.

MHCI 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,  MHCI is required to make rent  payments to its
clients.

The corporate  headquarters are located in approximately 15,000 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
$278,000.  The Company also has  administrative  offices in a leased building in
Mobile,  Alabama.  This  office has a lease term  ending in 2001 with  remaining
average annual lease payments of approximately $108,000. In addition,  there are
nine regional offices across the United States,  each of which is generally less
than 1,500 square feet,  with total average  annual lease  payments of less than
$145,000.

During the fiscal  year,  MHCI  constructed  of two  advanced  food  preparation
facilities.  The first facility,  located in Tampa, Florida,  provides for about
5,000 square feet of light industrial space with a lease term ending in 2002 and
average annual lease payments of about $29,000. The second facility,  located in
Baltimore,   Maryland,  includes  approximately  15,000  square  feet  of  light
industrial  and regional  office space and has average  annual lease payments of
about $98,000

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 14, 1998 is provided below.


Name                   Age       Position with the Company


G. A. Davenport         44    President, Chief Executive Officer and Director
K. W. Engwall           50    Senior Vice President, Finance and Assistant 
                                Secretary
J. E. Fountain          47    Vice President, General Counsel and Secretary
J. D. Underhill         53    Senior Vice President, Operations
G. L. Gaddy             45    Senior Vice President, Sales and Marketing
F. G. Michels           60    Senior Vice President, Support Services
R. C. Roberson          54    Divisional Vice President




<PAGE>


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 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 Senior Vice  President,  Operations of the Company
since the  Distribution  in March 1996.  He was Senior  Vice  President,  Retail
Development  of the Health Care Division of MRI's  Morrison Group from September
1995   until  March  1996.   Prior  thereto,  he   was  Senior  Vice  President,

<PAGE>

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.

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 since July 1997. 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,
Foodservice  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 Foodservice 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,  1998.  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,
1998 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,  1998 is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

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, 1998, are incorporated  herein by
reference:

     Consolidated  Statements  of Income - Fiscal years ended May 31, 1998,  May
     31, 1997 and June 1, 1996.

     Consolidated Balance Sheets - As of May 31, 1998 and May 31, 1997.

     Consolidated  Statements of  Stockholders'  Equity - Fiscal years ended May
     31, 1998, May 31, 1997 and June 1, 1996.

     Consolidated  Statements  of Cash Flows - Fiscal  years ended May 31, 1998,
     May 31, 1997 and June 1, 1996.

     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 table  captioned  "Director  and
Director  Nominee  Information"  under "Election of Directors" in the definitive
proxy  statement  of the  Registrant  dated  August 31,  1998,  relating  to the
Registrant's annual meeting of shareholders to be held on September 29, 1998.

(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
"Election of Directors - Directors' Fees and Attendance" in the definitive proxy
statement of the Registrant  dated August 31, 1998 relating to the  Registrant's
annual meeting of shareholders to be held on September 29, 1998.

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 31, 1998, relating to the Registrant's annual meeting of
shareholders to be held on September 29, 1998.

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,  1998,  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, 1998,
         May 31, 1997 and June 1, 1996...................... 18

         Consolidated Balance Sheets as of
         May 31, 1998 and May 31, 1997...................... 19

         Consolidated Statements of Stockholders' Equity
         for the fiscal years ended May 31, 1998,
         May 31, 1997 and June 1, 1996...................... 21

         Consolidated Statements of Cash Flows
         for the fiscal years ended May 31, 1998,
         May 31, 1997 and June 1, 1996...................... 20

         Notes to Consolidated Financial Statements......... 22 - 31

         Report of Independent Auditors..................... 32

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

         Schedule II - Valuation and Qualifying
         Accounts for the fiscal years ended
         May 31, 1998, May 31, 1997 and
         June 1, 1996...................................... 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 HEALTH CARE, INC.
                                LIST OF EXHIBITS

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

3.1       Amended and Restated Articles of Incorporation of Morrison Health
          Care, Inc.*

3.2       Bylaws, as amended, of Morrison Health Care, Inc.**

4.1       Specimen Common Stock Certificate.+

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

4.3       Bylaws, as amended, of Morrison Health Care, Inc. (see Exhibit
          3.2 hereto).

4.4       Form of Rights Agreement between Morrison Health Care, 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 Health Care, 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
          Health Care, Inc.*

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

10.4      Form of License Agreement between Morrison Fresh Cooking, Inc.
          and Morrison Health Care, Inc.*

10.5      Form of License Agreement between Ruby Tuesday, Inc. and Morrison
          Health Care, 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  Health Care,
          Inc.*
<PAGE>

10.7***   Form of Morrison Health Care, Inc. 1996 Stock Incentive Plan.+

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

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

10.10***  Form of Morrison Health Care, Inc. Executive Supplemental Pension 
          Plan.+

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

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

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

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

10.15***  Form of Morrison Health Care, 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 Health Care, Inc.
          Executive Supplemental Pension Plan.++

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

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

10.24***  Form of Second Amendment to the Morrison Health Care, Inc.
          Salary Deferral Plan.++
<PAGE>

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

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

10.27***  Form of Morrison Health Care, Inc. Salary Deferral Plan together with
          related form of Amended Trust Agreement.

10.28***  Form of Morrison Health Care, Inc. Deferred Compensation Plan and
          related form of Amended Trust Agreement.

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 Health Care, Inc. Salary
          Deferral Plan.

10.34     Stock Purchase Agreement of Drake Management Services, Inc.

10.35     Asset Purchase Agreement of Spectra Services, Inc.

11        Statement regarding computation of per share earnings.

13        Annual Report to  Shareholders  for the fiscal year ended May 31, 1998
          (Only portions specifically incorporated by reference in the
          Form 10-K are incorporated herewith.)

21.1      List of subsidiaries of Morrison Health Care, 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.

(b)  Reports on Form 8-K

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



<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 HEALTH CARE, INC.


         Date 09/3/98               By:/s/ Glenn A. Davenport      
                                    Glenn A. Davenport
                                    President, Chief Executive Officer
                                    and Director



         
<PAGE>



<TABLE>

Morrison Health Care, Inc.
Schedule II - VALUATION  AND  QUALIFYING  ACCOUNTS For the Periods Ended May 31, 1998,
May 31, 1997 and June 1, 1996
(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, 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
                                   ===========================================================

Year ended June 1, 1996:
Trade receivables:
   Allowance for doubtful accounts    $1,641      $   0      $   0       $ 519        $1,122
                                   ===========================================================

</TABLE>

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