Exhibit 10.12(d)

                                                                  EXECUTION COPY

                               THIRD AMENDMENT TO
                   FOURTH AMENDED AND RESTATED LOAN AGREEMENT

         This THIRD  AMENDMENT  TO FOURTH  AMENDED AND RESTATED  LOAN  AGREEMENT
(this "Third  Amendment") is executed and effective as of March 12, 1998, by and
among (a) FINE HOST CORPORATION, a Delaware corporation, for itself and as agent
for all of the Borrowers (as defined  below)  (hereinafter  referred to as "Fine
Host" when  acting for itself and as the  "Borrower  Agent" when acting as agent
for all of the Borrowers  (including Fine Host)), (b) all of the Subsidiaries of
Fine  Host  (said  Subsidiaries,  together  with Fine Host and any and all other
Subsidiaries  which may  hereafter  become  parties  to the Loan  Agreement  (as
defined  below)  are  hereinafter  sometimes  referred  to  collectively  as the
"Borrowers"  and each  singly  as a  "Borrower"),  (c)  VARIOUS  BANKS AND OTHER
FINANCIAL  INSTITUTIONS  which are  parties to the Loan  Agreement  (hereinafter
referred  to  collectively  as the  "Banks"  and each  singly as a "Bank"),  (d)
BANKBOSTON,   N.A.,   a  national   banking   association   ("BankBoston"),   as
administrative  agent  for the  Banks  (in such  capacity,  the  "Administrative
Agent"),  and  (e)  USTRUST,  a  Massachusetts  trust  company  ("USTrust"),  as
documentation agent for the Banks (in such capacity,  the "Documentation Agent")
(the Administrative Agent and the Documentation Agent are hereinafter  sometimes
referred to collectively as the "Agents").

         All  capitalized  terms not defined  herein but defined in that certain
Fourth  Amended and Restated Loan  Agreement,  dated as of July 30, 1997, by and
among Fine Host, all of the Subsidiaries,  the Banks, and the Agents, as amended
or otherwise affected by (a) a certain First Amendment to Loan Agreement,  dated
as of August 14, 1997, by and among Fine Host, certain of the Subsidiaries,  the
Banks and the Agents, (b) a certain Second Amendment to Loan Agreement, executed
and  effective  on October  21,  1997,  by and among  Fine Host,  certain of the
Subsidiaries,  the Banks and the Agents and (c) a certain Joinder and Assumption
Agreement,  dated as of November  11, 1997,  by and among Fine Host,  all of the
Subsidiaries and the Administrative Agent (said Fourth Amended and Restated Loan
Agreement,  as so amended and/or  affected,  is  hereinafter  referred to as the
"Loan  Agreement")  shall  have the  meanings  given  to such  terms in the Loan
Agreement.

                             PRELIMINARY STATEMENTS

         WHEREAS,  on  December  12,  1997,  Fine  Host  issued a press  release
announcing,  inter alia,  that (i) the Audit Committee of its Board of Directors
had  instructed  Fine  Host's  auditors  to  conduct  an  inquiry  into  certain
accounting practices, including the capitalization of certain expenses, (ii) the
auditors had advised the Audit Committee on December 12, 1997,  based upon their
preliminary  inquiry,  that  certain  expenses  incurred  during  1997  had been
incorrectly  capitalized  rather than  expensed in the period in which they were
incurred  and (iii) Fine Host  believed  the amounts  would be material and that
earnings for each of the first three quarters of 1997 would need to be restated;
and

         WHEREAS,  on  December  15,  1997,  Fine  Host  issued a press  release
announcing,   inter  alia,  that  (i)  preliminary  indications  were  that  the
accounting problems were not limited to the incorrect capitalization of expenses
and that  periods  prior to 1997  would  also need to be  restated  and (ii) the
outside  directors  of  Fine  Host's  Board  of  Directors  had  terminated  the
employment  of Richard E. Kerley,  Chairman of the Board of Directors  and Chief
Executive  Officer,  and Nelson A. Barber,  Senior Vice President and Treasurer;
and

         WHEREAS,  on December 15,  1997,  counsel to the  Administrative  Agent
notified  Fine Host,  that,  inter  alia,  pursuant  to Section  8.2 of the Loan
Agreement the Banks were no longer  obligated to make,  and would no longer make
Loans under the Loan Agreement; and

         WHEREAS,  on  February  6,  1998,  Fine  Host  issued  a press  release
announcing,  inter alia,  that (i) it will restate its financial  statements for
fiscal years 1994 through  1996,  and for the nine months  ended  September  24,
1997, (ii) as a result of the restatement,  Fine Host will report pre-tax losses
of approximately  $1,600,000 for 1994; $4,300,000 for 1995; $6,300,000 for 1996;
and  $11,400,000  for the nine  months  ended  September  24, 1997 and (iii) the
restatement  will include a cumulative  negative  adjustment of  $2,800,000  for
years prior to 1994; and

         WHEREAS,  in light of the foregoing,  the parties have agreed,  subject
only  to  subsection  1.2 of  this  Third  Amendment  to  terminate  the  Banks'
obligations  to make Loans and/or  provide  Extensions  of Credit under the Loan
Documents, including the Loan Agreement.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

          1. Termination of Commitments.

               1.1  Subject  only to  subsection  1.2 of this  Third  Amendment,
          effective as of the date hereof: --------------

                    (a) All  Commitments,  including the Swing Line  Commitment,
               are hereby irrevocably and unconditionally  terminated,  canceled
               and eliminated in all respects; and

                    (b) The Banks, including the Swing Line Bank and the Issuing
               Bank,  shall no  longer  have  any  obligation  to make,  and the
               Borrowers, including the Borrower Agent, shall no longer have any
               right to request,  any Loan or Extension of Credit of any kind or
               nature whatsoever under the Loan Documents,  including,  the Loan
               Agreement.

               1.2 Notwithstanding subsection 1.1 of this Third Amendment to the
          contrary,  nothing  in this Third  Amendment  or  otherwise,  shall be
          deemed  or  construed,  directly  or  indirectly,  by  implication  or
          otherwise to terminate,  cancel, eliminate,  limit or otherwise affect
          in any way (i) the Issuing Bank's payment obligations under the Letter
          of Credit  described on Schedule 1 hereto (such Letter of Credit being
          referred to herein as the "Outstanding  L/C"), (ii) the Issuing Bank's
          and  the  Banks'  respective  obligations,  if  any,  under  the  Loan
          Agreement  with respect to (but only with respect to) the  Outstanding
          L/C; (iii) the  Borrowers'  Reimbursement  Obligations,  together with
          interest  thereon to the extent  provided  for in the Loan  Agreement,
          with respect to the Outstanding  L/C, (iv) the Borrowers'  obligations
          to pay or reimburse any fees,  commissions,  expenses or other charges
          provided  for  in the  Loan  Documents  (after  giving  effect  to the
          termination  of the  Commitments  pursuant to subsection  1.1 hereof),
          including,  without  limitation,  the fees,  commissions,  expenses or
          other charges provided for in subsection  2.1.13 of the Loan Agreement
          (but not  including  the fees  provided for in  subsections  2.1.4 and
          2.2.4 of the Loan Agreement,  which fees shall not be payable from and
          after December 15, 1997), (v) the Banks'  obligations under subsection
          2.1.15A(a)  of the Loan  Agreement to make their  respective  Guidance
          Loan Percentages  available to the Administrative  Agent to the extent
          provided  for in such  subsections  with  respect  to (but  only  with
          respect to) the Outstanding L/C;  provided,  however,  notwithstanding
          anything in the Loan Agreement to the contrary, any Guidance Loan made
          or otherwise constituted pursuant to subsection 2.1.15A(a) of the Loan
          Agreement with respect to the Outstanding L/C shall be immediately due
          and payable on the Borrowing Date applicable to any such Loan, without
          presentment,  demand, protest, or notice of any kind, all of which are
          hereby  waived by the  Borrowers  and the Borrower  Agent and (vi) the
          validity,  perfection  or  priority of any Lien in favor of the Agents
          and/or the Banks with respect to the Collateral.

          2. Amendments To Loan Agreement.

               2.1 Amendments to Subsection 1.1.

                    (a) The  definition  of  "Guidance  Loan  Maturity  Date" in
               subsection  1.1 of the  Loan  Agreement  is  hereby  amended  and
               restated in its entirety as follows:

                    "Guidance Loan Maturity Date" means August 1, 1999.

                    (b)  The   definition  of   "Reimbursement   Obligation"  in
               subsection  1.1 of the  Loan  Agreement  is  hereby  amended  and
               restated in its entirety as follows:

                    "Reimbursement  Obligation"  means  the  obligation  of  the
               Borrowers to reimburse the Issuing Bank  pursuant to  subsections
               2.1.15 and/or 2.1.15A for amounts drawn under Letters of Credit.

               2.2  Amendments to Section  10.12.  The addresses for notices set
          forth in Section 10.12 of the Loan  Agreement  are hereby  amended and
          restated in their entirety as follows:

                           (i)  If to the Administrative Agent, at:

                           BankBoston, N.A.
                               100 Federal Street
                               Boston, MA  02110
                               Attention: David F. Eusden, Director
                               Mail Code: 01-06-01
                               Telephone No.: 617-434-5176
                               Telecopier No. 617-434-4775

                           with copies to:

                           Peabody & Arnold
                               50 Rowes Wharf
                               Boston, MA  02110
                               Attention: Anil Khosla, Esq.
                               Telecopier No. 617-951-2125
                                    and
                           Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                               New York, New York  10019
                               Attention: Chaim J. Fortgang, Esq.

                           (ii)      If to the Documentation Agent, at:

                           USTrust
                               40 Court Street
                               Boston, MA  02108
                               Attention: Michael O'Neill
                               Telephone No.: 617-726-7198
                               Telecopier No. 617-695-5250

                           with copies to:

                           Peabody & Arnold
                               50 Rowes Wharf
                               Boston, MA  02110
                               Attention: Anil Khosla, Esq.
                               Telecopier No. 617-951-2125
                                    and
                           Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                               New York, New York  10019
                               Attention: Chaim J. Fortgang, Esq.

                           (iii)     If to any Borrower, at:

                           Fine Host Corporation
                               3 Greenwich Office Park
                               Greenwich, CT  06831
                               Attention:  Catherine B. James
                               Telecopier No. 203-629-5089

                           with a copy to:

                           Willkie Farr & Gallagher
                               One Citicorp Center
                               153 East 53rd Street
                               New York, NY  10022
                               Attention: Cornelius T. Finnegan, III, Esq.
                               Telecopier No.: 212-821-8111

               2.3 Amendments to Annex B. The addresses for notices set forth on
          Annex B of the Loan Agreement are amended as follows:

                           For BANKBOSTON, N.A.:

                                   BankBoston, N.A.
                                   100 Federal Street
                                   Boston, MA  02110
                                   Attn: David F. Eusden, Director
                                   Mail Code: 01-06-01
                                   Telephone: 617-434-5176
                                   Telecopier: 617-434-4775

                           For USTRUST:

                           USTrust
                               40 Court Street
                               Boston, MA  02108
                               Attention: Michael O'Neill
                               Telephone No.: 617-726-7198
                               Telecopier No. 617-695-5250



<PAGE>


                           For THE SUMITOMO BANK, LIMITED:

                           The Sumitomo Bank, Limited
                               450 Lexington Avenue, Suite 1700
                               New York, NY  10017
                               Attn: Ronald W. Gale, Vice President
                               Telephone: 212-808-2337
                               Telecopier: 212-818-8065

                           For STATE STREET BANK AND TRUST COMPANY:

                           State Street Bank and Trust Company
                               191 Post Road West
                               Westport, CT  06880
                               Attn: Arlene M. Doherty, Vice President
                               Telephone: 203- 221-2778
                               Telecopier: 203-222-0527

                           For MELLON BANK, N.A.:

                           Mellon Bank, N.A.
                               1735 Market Street
                               AIM# 1930705
                               Philadelphia, PA  19103
                               Attn: Susan Saxer, SVP
                               Telephone: 215-553-4364
                               Telecopier: 215-553-4560

                           For THE BANK OF NEW YORK:

                           The Bank of New York
                               One Wall Street, 16th Floor
                               New York, NY  10286
                               Attn: Richard P. Hebner, VP
                               Telephone: 212-635-7214
                               Telecopier: 212-635-7290

                               with a copy to:

                               The Bank of New York
                               One Wall Street, 16th Floor
                               New York, NY  10286
                               Attn: Albert R. Taylor
                               Telephone: 212-635-7284
                               Telecopier: 212-635-7290

                           For KEYBANK, N.A.:

                           KeyBank, N.A.
                               One Canal Plaza
                               ME-01-CP-06-05
                               Portland, ME  04101
                               Attn: Alex Strazzela
                               Telephone: 207-874-7266
                               Telecopier: 207-874-7002

                           For FIRST UNION NATIONAL BANK:

                           First Union National Bank
                               Special Assets Division
                               5 Research Drive
                               Shelton, CT  06484
                               Attn: Thomas J. Donnelly, SVP
                               Telephone: 203-944-4132
                               Telecopier: 203-944-4678

                           For BANK OF SCOTLAND:

                           Bank of Scotland
                               One Post Office Square, Suite 3750
                               Boston, MA  02109
                               Attn: William Boland, Director
                               Telephone: 617-426-1059
                               Telecopier: 617-426-1353

                           with a copy to:

                           Bank of Scotland
                               565 Fifth Avenue
                               New York, New York  10017
                               Attn: Annie Chin Tat, Vice President
                               Telephone: 212-450-0871
                               Telecopier: 212-557-9460

                           For THE BANK OF NOVA SCOTIA:

                           The Bank of Nova Scotia
                               One Liberty Plaza, 26th Floor
                               New York, New York 10006
                               Attn: Kevin McCarthy
                               Telephone: 212-225-5074
                               Telecopier: 212-225-5090

                           For NATIONAL WESTMINSTER BANK plc:

                           National Westminster Bank plc
                               175 Water Street, 26th Floor
                               New York, New York 10028
                               Attn: Andrew S. Weinberg
                               Telephone: 212-602-4438
                               Telecopier: 212-602-4506

                               with a copy to:

                               Gleacher NatWest
                               660 Madison Avenue,  17th Floor
                               New York, New York  10012
                               Attn: Field Smith, VP
                               Telephone: 212-418-4525
                               Telecopier: 212-418-4598

                           For BANK LEUMI USA:

                           Bank Leumi USA
                               562 Fifth Avenue
                               New York, New York  10036
                               Attn: Paul Tine
                               Telephone: 212-626-1386
                               Telecopier: 212-626-1311

          3. Ratification of Loan Documents. Subject to the amendments expressly
     set forth in this Third  Amendment,  each of the Borrowers  hereby ratifies
     and  reaffirms  all of the terms and  provisions  of the Loan  Documents to
     which it is a party or by which it or its  property  is bound,  and  hereby
     expressly  acknowledges  and confirms that the terms and provisions of each
     thereof, as amended hereby, shall and do remain in full force and effect.

          4. Miscellaneous.

               4.1 No Other  Amendments;  No Waiver.  Except for the  amendments
          expressly set forth in this Third Amendment,  nothing contained herein
          shall be  construed  to modify,  amend or  otherwise  alter any of the
          terms or provisions of any of the Loan  Documents;  nothing  contained
          herein  shall  constitute a waiver of or bar to any rights or remedies
          available to any of the Agents or the Banks,  or a waiver of any Event
          of Default on any occasion,  other than as expressly set forth herein;
          and nothing  contained  herein shall constitute an agreement by any of
          the Agents or the Banks or obligate  any of the Agents or the Banks to
          take or refrain from taking any action.

               4.2 Execution; Counterparts. This Third Amendment may be executed
          in any number of counterparts,  each of which shall be deemed to be an
          original as against any party whose signature appears hereon,  and all
          of which shall together  constitute one and the same instrument.  This
          Third  Amendment  shall become  binding when one or more  counterparts
          hereof,  individually or taken together,  shall bear the signatures of
          the Borrowers and the Required Banks.

               4.3 Successors and Assigns. This Third Amendment shall be binding
          upon  and  inure to the  benefit  of the  parties  hereto,  and  their
          respective representatives, successors and assigns.

               4.4 Joint  and  Several  Liability.  All of the  obligations  and
          liabilities of the Borrowers  under this Third Amendment and under all
          of the other Loan Documents are joint and several.

               4.5  Governing  Law.  This  Third  Amendment  and  all  questions
          relating to its validity, interpretation,  performance and enforcement
          shall be governed by and construed in accordance  with the laws of the
          Commonwealth of  Massachusetts,  notwithstanding  any  conflict-of-law
          provisions to the contrary.





<PAGE>

         IN WITNESS  WHEREOF,  this Third Amendment has been duly executed as an
instrument  under  seal by the  duly  authorized  representative  of each  party
hereto, as of the day and year first above written.

BANKBOSTON, N.A.,                      USTRUST, AS
AS ADMINISTRATIVE AGENT                DOCUMENTATION AGENT
By:_______________________             By:_______________________

Title:____________________             Title:____________________

BANKBOSTON, N.A. AS LENDER             USTRUST, AS LENDER
By:_______________________             By:_______________________

Title:____________________             Title:____________________

STATE STREET BANK AND                  THE SUMITOMO BANK, LIMITED
TRUST COMPANY
                                       By:_______________________

                                       Title:____________________

By:_______________________             By:_______________________

Title:____________________             Title:____________________

MELLON BANK, N.A.                      THE BANK OF NEW YORK
By:_______________________             By:_______________________

Title:____________________             Title:____________________

KEYBANK, N.A.                          FRIST UNION BANK OF CONNECTICUT
By:_______________________             By:_______________________

Title:____________________             Title:____________________

<PAGE>


THE BANK OF SCOTLAND                   THE BANK OF NOVA SCOTIA
By:_______________________             By:_______________________

Title:____________________             Title:____________________

NATIONAL WESTMINSTER BANK plc          BANK LEUMI USA
By:_______________________             By:_______________________

Title:____________________             Title:____________________

FINE HOST CORPORATION                  FINE HOST SERVICES CORPORATION
By:_______________________             By:_______________________

Title:____________________             Title:____________________

FINE HOST OF VERMONT, INC.             FANFARE, INC.
By:_______________________             By:_______________________

Title:____________________             Title:____________________

GLOBAL FANFARE, INC. CORPORATION       FINE HOST INTERNATIONAL
By:_______________________             By:_______________________

Title:____________________             Title:____________________

CREATIVE FOOD MANAGEMENT INC.          NORTHWEST FOOD SERVICE, INC.
By:_______________________             By:_______________________

Title:____________________             Title:____________________

<PAGE>


TARRANT COUNTY                         SUN WEST SERVICES, INC.
CONCESSIONS, L.L.C.
By:_______________________             By:_______________________

Title:____________________             Title:____________________

REPUBLIC MANAGEMENT CORP.OF            VERSATILE HOLDINGS CORPORATION
MASSACHUSETTS
By:_______________________             By:_______________________

Title:____________________             Title:____________________

SERV-RITE CORPORATION                  IDEAL MANAGEMENT SERVICES, INC.
By:_______________________             By:_______________________

Title:____________________             Title:____________________

SERVICE DYNAMICS CORP.                 PCS HOLDING CORP. (f/k/a HCS
                                       Management Corp.)
By:_______________________             By:_______________________

Title:____________________             Title:____________________

PCS MANAGEMENT CORP.                   HEARTSTRINGS GIFT SHOPS, INC.
(f/k/a N.C. PCSM, Inc.)                (f/k/a Hospital Coffee Shoppes, Inc.)
By:_______________________             By:_______________________

Title:____________________             Title:____________________

THE ENVIRONMENTAL GROUP, INC.          CREATIVE DATA SYSTEMS, INC.
By:_______________________             By:_______________________

Title:____________________             Title:____________________

STATEWIDE CATERING, INC.               BEST, INC.

By:_______________________             By:_______________________

Title:____________________             Title:____________________

TOTAL FOOD SERVICE DIRECTION, INC.     GLOBAL FOOD SERVICE, INC.
By:_______________________             By:_______________________

Title:____________________             Title:____________________



<PAGE>



FINE HOST/R&N/A CUP ABOVE JOINT VENTURE, a joint venture

By: Fine Host Corporation, in its capacity as a
    joint venturer of aforesaid joint venture
      By:_______________________

      Title:____________________

By: R&N Management Services, Inc., in its
    capacity as a joint venturer of aforesaid
    joint venture

By:_______________________

By: Minority Empowerment Opportunity Co.,
    Inc. (doing business as A Cup Above),
    in its capacity as a joint venturer 
    of aforesaid joint venture

By:_______________________

FINE HOST/S. BROOKS & ASSOCIATES
JOINT VENTURE, a joint venture

By: Fine Host Corporation, in its capacity as a
    joint venturer of aforesaid joint venture
      By:_______________________

      Title:____________________

By: S. Brooks & Associates, Inc., in its capacity
    as a joint venturer of aforesaid joint venture
      By:_______________________

      Title:____________________


<PAGE>



WISCONSIN CENTER JOINT VENTURE, a joint venture
By: Fine Host Corporation, in its capacity as a 
    joint venturer of aforesaid joint venture
      By:_______________________

      Title:____________________

By: Five-Star Marketing, Inc., in its capacity as
    a joint venturer of aforesaid joint venture
      By:_______________________

      Title:____________________


<PAGE>








                                   SCHEDULE 1



                                LETTER OF CREDIT

    Account Party      Beneficiary         Issuer             Number

Fine Host Corporation  Maryland Stadium   BankBoston, N.A.  I-053-NEMM-50081746
                       Authority