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                                                              Exhibit 4.04(p)


                   AMENDMENT NO. 12 TO SECOND AMENDED AND RESTATED
                      REVOLVING CREDIT AND TERM LOAN AGREEMENT

     This AMENDMENT NO. 12 (this "Amendment"), dated as of June 21, 2000, by
and among MORTON'S RESTAURANT GROUP, INC., a Delaware corporation (formerly
known as Quantum Restaurant Group, Inc.) having its principal place of
business at Suite 210, 3333 New Hyde Park Road, New Hyde Park, New York 11042
(referred to below and in the Credit Agreement, as defined below, as
"Quantum"). PEASANT HOLDING CORP., a Delaware corporation having its principal
place of business at Suite 210, 3333 New Hyde Park Road, New Hyde Park, New
York 11042 ("Peasant Holding"). MORTON'S OF CHICAGO, INC., an Illinois
corporation with its principal place of business at 350 West Hubbard Street,
Chicago, Illinois 60610 ("Morton's") (Quantum, Peasant Holding and Morton's
are referred to herein collectively as the "Borrowers", and each,
individually, as a "Borrower"), FLEET NATIONAL BANK (formerly known as
BankBoston, N.A.), as Agent and Administrative Agent (the "Agent") for the
Lenders (as defined in the Credit Agreement referred to below), FLEET
NATIONAL BANK (formerly known as BankBoston, N.A. and referred to sometimes
in the Credit Agreement, as defined below, as "FNBB") in its individual
capacity as a Lender, THE CHASE MANHATTAN BANK, IMPERIAL BANK and FIRST UNION
NATIONAL BANK, as Lenders, and FIRST UNION NATIONAL BANK, as documentation
agent (the "Documentation Agent") for the Lenders, amends the Second Amended
and Restated Revolving Credit and Term Loan Agreement dated as of June 19,
1995, as amended by the First Amendment dated as of February 14, 1996, the
Second Amendment dated as of March 5, 1996, a letter agreement dated as of
May 2, 1996, the Third Amendment dated as of June 28, 1996, a letter
agreement dated as of November 7, 1996, the Fourth Amendment dated as of
December 26, 1996, the Fifth Amendment dated as of December 31, 1996, the
Sixth Amendment dated as of February 6, 1997, the Seventh Amendment dated as
of June 27, 1997, the Eighth Amendment dated as of February 12, 1998, the
Ninth Amendment dated as of September 25, 1998, the Tenth Amendment dated as
of November 18, 1998, a letter agreement dated as of January 24, 1999, the
Eleventh Amendment dated as of May 20, 1999, a letter agreement dated as of
March 31, 2000, and as the same may be further amended, modified, or
supplemented from time to time (the "Credit Agreement"), by and among the
Borrowers, the Administrative Agent, the Documentation Agent and the Lenders.
Capitalized terms used but not defined herein shall have the meanings set
forth in the Credit Agreement.

     WHEREAS, the Borrowers have requested that the Lenders agree to amend
certain provisions of the Credit Agreement; and


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     WHEREAS, the Agent and the Lenders, subject to the terms and provisions
hereof, have agreed to so amend the Credit Agreement;

     NOW THEREFORE, the parties hereto hereby agree as follows:

     Section1. AMENDMENTS TO THE CREDIT AGREEMENT. Section 10.5(b) of the
Credit Agreement is hereby amended by deleting the figure "$40,000,000" and
inserting in its place the figure "$50,000,000", and by inserting immediately
after the phrase "$30 per share" the new parenthetical phrase "(such maximum
price per share to be proportionately adjusted from time to time to take into
account the effect of stock splits, reverse stock splits, stock dividends,
and similar applicable, proportional stock transactions occurring from time
to time)".

     Section2. REPRESENTATIONS AND WARRANTIES

     Section2.1. BORROWERS' REPRESENTATIONS AND WARRANTIES. The Borrowers
hereby represent and warrant to the Agent and the Lenders as follows:

     (a)  REPRESENTATIONS AND WARRANTIES IN CREDIT AGREEMENT. Except as
          specified in writing by the Borrowers to the Agent with respect to
          the subject matter of this Amendment prior to the execution and
          delivery hereof by the Agent and the Lenders, the representations
          and warranties of the Borrowers contained in the Credit Agreement
          were true and correct in all material respects when made and
          continue to be true and correct in all material respects on and as
          of the date hereof, and as of the Effective Date, except, in each
          case to the extent of changes resulting from transactions
          contemplated or permitted by the Loan Documents and this Amendment
          and changes occurring in the ordinary course of business which
          singly or in the aggregate are not materially adverse, and to the
          extent that such representations and warranties relate expressly to
          an earlier date.

     (b)  AUTHORITY, NO CONFLICTS, ENFORCEABILITY OF OBLIGATIONS, ETC. Each
          of the Borrowers hereby confirms that the representations and
          warranties of the Borrowers contained in Sections6.1, 6.3 and 6.4
          of the Credit Agreement are true and correct on and as of the date
          hereof, and as of the Effective Date, as if made on each such date,
          treating this Amendment, the Credit Agreement as amended hereby,
          and the other Loan Documents as amended hereby, as "Loan Documents"
          for the purposes of making said representations and warranties.

     Section3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be deemed to
be effective as of the date hereof (the "Effective Date"), upon the execution
and delivery of this Amendment by each of the Borrowers, each of the
Guarantors, the Agent, and the Majority Lenders.

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     Section4. NO OTHER AMENDMENTS OR WAIVERS; EXECUTION IN COUNTERPARTS.
Except as otherwise expressly provided by this Amendment, all of the terms,
conditions and provisions of the Credit Agreement and the other Loan
Documents shall remain in full force and effect. Each of the Borrowers and
the Guarantors confirms and agrees that the Obligations of the Borrowers to
the Lenders under the Loan Documents, as amended, supplemented, and increased
hereby, are secured by, guaranteed under, and entitled to the benefits, of
the Security Documents. The Borrowers, the Guarantors, the Agent and the
Lenders hereby acknowledge and agree that all references to the Credit
Agreement and the Obligations thereunder contained in any of the Loan
Documents shall be references to the Credit Agreement and the Obligations, as
amended hereby and as the same may be amended, modified, supplemented, or
restated from time to time. The Security Documents and the perfected first
priority security interests of the Lenders thereunder as collateral security
for the Obligations shall continue in full force and effect, and the
collateral security and guaranties provided for in the Security Documents
shall not be impaired by this Amendment. This Amendment may be executed in
any number of counterparts, but all such counterparts shall together
constitute but one instrument. In making proof of this Amendment it shall not
be necessary to produce or account for more than one counterpart signed by
each party hereto by and against which enforcement hereof is sought.

     Section5. GOVERNING LAW. This Amendment shall be construed according to
and governed by the internal laws of the Commonwealth of Massachusetts
without reference to principles of conflicts of law.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.

                                    FLEET NATIONAL BANK (formerly known
                                       as BankBoston. N.A.), for itself and as
                                       Administrative Agent

                                    By:          Robert W. MacElhinay
                                        --------------------------------------
                                    Name:        Robert W. MacElhinay
                                        --------------------------------------
                                    Title:       Vice President
                                        --------------------------------------


                                    FIRST UNION NATIONAL BANK, for itself
                                       and as Documentation Agent

                                    By:           Joel Thomas
                                        --------------------------------------
                                    Name:         Joel Thomas
                                        --------------------------------------
                                    Title:        Vice President
                                        --------------------------------------

                                    THE CHASE MANHATTAN BANK

                                    By:           William DeMilt
                                        --------------------------------------
                                    Name:
                                        --------------------------------------
                                    Title:
                                        --------------------------------------

                                    IMPERIAL BANK

                                    By:
                                        --------------------------------------
                                    Name:
                                        --------------------------------------
                                    Title:
                                        --------------------------------------


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                                    The Borrowers:

                                    MORTON'S RESTAURANT GROUP, INC.
                                    PEASANT HOLDING CORP.
                                    MORTON'S OF CHICAGO, INC.

                                    By:           Thomas J. Baldwin
                                        --------------------------------------
                                    Name:   Thomas J. Baldwin
                                    Title:  Executive Vice President and Chief
                                            Financial Officer


                                    CONSENTED AND AGREED TO, BY EACH OF
                                    THE GUARANTORS (as defined in the
                                      Credit Agreement)

                                    By:           Thomas J. Baldwin
                                        --------------------------------------
                                    Name:   Thomas J. Baldwin
                                    Title:  Executive Vice President and Chief
                                            Financial Officer for each of the
                                            Guarantors