Exhibit 10.03

                                 AMENDMENT NO. 2
                                     TO THE
                      1995 STOCK OPTION AND INCENTIVE PLAN
                                       OF
                    FRANCHISE FINANCE CORPORATION OF AMERICA

     WHEREAS,  on January 28, 2000, the Board of Directors of Franchise  Finance
Corporation  of America (the  "Company"),  unanimously  approved a resolution to
amend the Company's  1995 Stock Option and Incentive Plan (the "Plan") to extend
the term of the Plan, subject to approval by the Company's shareholders;

     WHEREAS, on May 10, 2000, the Executive Committee of the Board of Directors
of the Company unanimously approved a resolution to amend the Plan to extend the
term  of the  Plan to  June  1,  2004,  subject  to  approval  by the  Company's
shareholders;

     WHEREAS, the Company's  shareholders  approved the amendment to the Plan at
the Annual Meeting of Shareholders held on May 10, 2000; and

     WHEREAS,  the Board of  Directors  of the  Company  unanimously  approved a
resolution on January 28, 2000, to grant Non-qualified Stock Options to purchase
6,000 shares of the  Company's  Common Stock,  par value $.01 per share,  to the
Non-Employee  Directors of the Company in lieu of the grants  provided for under
Section 3.05 of the Plan.

     The Plan is therefore amended as follows:

     Section 3.05 of the Plan is deleted in its entirety and replaced with a new
Section 3.05, which reads as follows:

     "SECTION 3.05.  NON-EMPLOYEE  DIRECTORS.  Notwithstanding  anything in this
Plan  to the  contrary,  Non-Employee  Directors  may be  granted  Options  only
pursuant to the provisions contained in this Section 3.05.

          (a) On the day of the Company's  Annual Meeting of  Shareholders  (the
     "Grant Date"), a Non-Employee Director shall automatically, without further
     action by the Board or the  Committee,  be  granted  certain  Non-Qualified
     Stock Options to purchase 6,000 shares of the Company's Common Stock. If on
     the Grant  Date the  Company  is in  possession  of  material,  undisclosed
     information that would prevent it from issuing  securities,  then the grant
     of the  Options  will be  suspended  until the  third day after the  public
     dissemination  of the  information  (or the first trading day  thereafter).
     Only the legal  counsel to the Company  may  suspend  the Grant  Date;  the
     amount,  pricing  and other  terms of the grant will remain as set forth in
     this Section  3.05,  with the exercise  price of the Option  determined  in
     accordance with the formula on the date the Option is finally granted.

          (b) Options granted to Non-Employee  Directors under the Plan may only
     be Non-Qualified  Options.  The price per share of the Common Stock subject
     to each  Option  granted  under the Plan shall not be less than 100% of the
     Fair Market Value of the Common stock on the Grant Date.
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          (c) In addition to the  provisions  contained in Section 10.02 of this
     Plan,  neither the Board nor the Committee may amend,  more than once every
     six months,  the  provisions of the Plan regarding (i) the selection of the
     Non-Employee  Directors to whom Options are to be granted,  (ii) the timing
     of such grants,  (iii) the number of shares subject to any Option, (iv) the
     exercise  price of any Option,  (v) the periods during which any Option may
     be exercised,  and (vi) the term of any Option,  other than to comport with
     changes in the Code, as amended,  the Employee  Retirement  Income Security
     Act, as amended,  or the rules and  regulations  thereunder.  In  addition,
     neither the Board nor the Committee may amend the Option Percentage without
     the advice of legal counsel to the Company."

     Section  10.02 of the Plan is deleted in its entirety  and replaced  with a
new Section 10.02, which reads as follows:

     "SECTION 10.02. AMENDMENT,  SUSPENSION OR TERMINATION OF THIS PLAN. Subject
to the conditions  contained in Section 3.05(c) herein,  this Plan may be wholly
or partially amended or otherwise modified,  suspended or terminated at any time
or from time to time by the Board.  However,  without  approval of the Company's
stockholders  given within twelve months before or after the action by the Board
or the Committee, no action of the Committee or Board may, except as provided in
Section 10.03, increase the limits imposed in Section 2.01 on the maximum number
of shares which may be issued under this Plan, and no action of the Committee or
Board may be taken that would otherwise require stockholder approval as a matter
of applicable law,  regulation or rule. No amendment,  suspension or termination
of this Plan shall, without the consent of the holder of an Option,  Performance
Award or Restricted  Stock,  alter or impair any rights or obligations under any
Option, Performance Award or Restricted Stock theretofore granted or awarded. No
Option,  Performance  Award or Restricted Stock may be granted or awarded during
any period of suspension nor after termination of this Plan, and in no event may
any Incentive Stock Option be granted under this Plan after June 1, 2004."

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     IN WITNESS  WHEREOF,  the  undersigned  have caused this  instrument  to be
executed as of the 10th day of May, 2000.


                                        FRANCHISE FINANCE CORPORATION OF
                                        AMERICA, a Delaware corporation


                                        By: /s/ Christopher H. Volk
                                            ------------------------------------
                                            Christopher H. Volk, President


                                        By: /s/ Dennis L. Ruben
                                            ------------------------------------
                                            Dennis L. Ruben, Secretary

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