THIRD AMENDMENT TO
          SECOND AMENDED AND RESTATED CREDIT AGREEMENT


          THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT (the "Amendment") is made and entered into as of
September 12, 1997 by and between BUFFETS, INC., a Minnesota
corporation (the "Borrower"), the Banks as defined in the Credit
Agreement (as hereinafter defined) and FIRST BANK NATIONAL
ASSOCIATION, a national banking association, one of the Banks, as
agent for the Banks (in such capacity, the "Agent").

                             RECITALS

          1.   The Borrower, the Banks and the Agent are parties
to that certain Second Amended and Restated Credit Agreement,
dated as of April 30, 1996, as amended by that certain First
Amendment thereto dated as of September 20, 1996 and that certain
Second Amendment thereto dated as of May 28, 1997 (as so amended
and as the same may be amended, supplemented, restated, or
otherwise modified, the "Credit Agreement").

          2.   The Borrower has requested that the Banks amend
certain provisions contained in the Credit Agreement, and the
Banks have agreed to do so, subject to the terms and conditions
set forth in this Amendment.

                            AGREEMENT

          NOW, THEREFORE, for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby covenant and agree to be bound as follows:

     Section 1.     Capitalized Terms.  Capitalized terms used
herein and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement, unless the context
shall otherwise require.

     Section 2.     Amendments.  The Credit Agreement is hereby
amended as follows:

          2.1  Fixed Charge Coverage Ratio.  Section 6.17 of the
Credit Agreement is amended to read in its entirety as follows:

          Section 6.17  Minimum Fixed Charge Coverage Ratio. 
The Borrower shall not permit its Fixed Charge Coverage
Ratio for any four consecutive Quarterly Periods to be less
than (a) for the four consecutive Quarterly Periods ending
on October 9, 1996, January 1, 1997 and April 23, 1997,
1.15 to 1.00, (b)  for the four consecutive Quarterly
Periods ending on July 16, 1997, 1.10 to 1.00, (c) for the
four consecutive Quarterly Periods ending on October 8,
1997, 1.15 to 1.00, and (d) for any other four consecutive
Quarterly Periods, 1.75 to 1.00.

     Section 3.     Effectiveness of Amendments.  This Amendment
shall be effective as of July 16, 1997, subject to delivery to
the Agent, with sufficient counterparts for the Banks, this
Amendment, executed by the Borrower and the Majority Banks.

     Section 4.     Representations; No Default.  The Borrower
hereby represents that on and as of the date hereof and after
giving effect to this Amendment (a) all of the representations
and warranties contained in the Credit Agreement are true,
correct and complete in all material respects as of the date
hereof as though made on and as of such date, except to the
extent such representations and warranties specifically relate to
an earlier date, in which case they are true and correct as of
such earlier date, and (b) there will exist no Default or Event
of Default on such date which has not been waived by the Banks. 
The Borrower represents and warrants that the Borrower has the
power and legal right and authority to enter into the Amendment
and has duly authorized as appropriate the execution and delivery
of the Amendment, and the Amendment does not contravene or
constitute a default under any agreement, instrument or indenture
to which the Borrower or any of its Subsidiaries is a party or a
signatory or a provision of the Borrower's or any such
Subsidiary's certificate of incorporation, bylaws or, to the best
of the Borrower's knowledge, any other agreement or requirement
of law.  The Borrower represents and warrants that no consent,
approval or authorization of or registration or declaration with
any Person, including but not limited to any governmental
authority, is required in connection with the execution and
delivery by the Borrower of the Amendment or the performance of
obligations of the Borrower herein described.  The Borrower
represents and warrants that the Amendment is the legal, valid
and binding obligation of the Borrower enforceable in accordance
with its terms.  The Borrower warrants that no events have taken
place and no circumstance exists at the date hereof which would
give the Borrower or any of its Subsidiaries a basis to assert a
defense, offset or counterclaim to any claim of the Agent or any
Bank as to any obligations of the Borrower or any of its
Subsidiaries to the Agent or any Bank.

     Section 5.     Affirmation, Further References.  The Banks,
the Agent and the Borrower each acknowledge and affirm that the
Credit Agreement, as hereby amended, is hereby ratified and
confirmed in all respects and all terms, conditions and
provisions of the Credit Agreement, except as amended by this
Amendment, shall remain unmodified and in full force and effect. 
All references in any document or instrument to the Credit
Agreement are hereby amended and shall refer to the Credit
Agreement as amended by this Amendment.

     Section 6.     Merger and Integration, Superseding Effect. 
This Amendment, from and after the date hereof, embodies the
entire agreement and understanding between the parties hereto
with respect to the subject matter hereof, and supersedes and has
merged into it all prior oral and written agreements on the same
subjects by and between the parties hereto with the effect that
this Amendment shall control with respect to the specific
subjects hereof.

     Section 7.     Legal Expenses.  As provided in Section 9.2
of the Credit Agreement, the Borrower agrees to reimburse the
Agent upon demand for all reasonable out-of-pocket expenses
(including attorneys' fees and legal expenses of Dorsey & Whitney
LLP, counsel for the Agent) incurred in connection with the
negotiation or preparation of this Amendment and all other
documents negotiated and prepared in connection with this
Amendment, and the Borrower agrees to reimburse the Agent upon
demand for all other reasonable expenses, including attorneys'
fees incurred as a result of or in connection with the
enforcement of the  Credit Agreement as amended hereby, and
including, without limitation, all expenses of collection of any
loans made or to be made under the Credit Agreement as amended
hereby.

     Section 8.     Severability.  Each provision of this
Amendment and any other statement, instrument or transactions
contemplated hereby or relating hereto shall be interpreted in
such manner as to be effective, valid and enforceable under the
applicable law of any jurisdiction, but, if any provision of this
Amendment or relating hereto or thereto shall be held to be
prohibited, invalid or unenforceable under the applicable law,
such provision shall be ineffective in such jurisdiction only to
the extent of such prohibition, invalidity or unenforceability,
without invalidating or rendering unenforceable the remainder of
such provision or the remaining provisions of this Amendment or
any other statement, instrument or transaction contemplated
hereby or thereby or relating hereto or thereto in such
jurisdiction, or affecting the effectiveness, validity or
enforceability of such provision in any such jurisdiction.

     Section 9.     Successors.  This Amendment shall be binding
upon the Borrower, the Banks and the Agent and their respective
successors and assigns, and shall inure to the benefit of the
Borrower, the Banks and the Agent and the successors and assigns
of the Borrower, the Banks and the Agent. 

     Section 10.    Headings.  The headings of various sections
of this Amendment have been inserted for reference only and shall
not be deemed to be a part of this Amendment.

     Section 11.    Counterparts.  This Amendment may be executed
in several counterparts, all or any of which shall be regarded as

<PAGE>
one and the same document and either party to such agreements may
execute any such agreement by executing a counterpart of such
agreement.

     Section 12.    Governing Law.  This Amendment shall be
governed by the internal laws of the State of Minnesota, without
giving effect to conflict of law principles thereof, but giving
effect to federal laws applicable to national banks.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date and year first above
written.

                             BUFFETS, INC.

                             By /s/ Clark C. Grant              
                                ------------------------------
                                  Its EVP of Finance          
                             Address for Borrower:
                             10260 Viking Drive
                             Suite 100
                             Eden Prairie, Minnesota 55344
                             Attention: Clark C. Grant   

                             FIRST BANK NATIONAL ASSOCIATION
                             In its individual corporate
                             capacity and as Agent
                    
                             By /s/ Megan G. Mourning    
                                ------------------------------
                                  Its Vice President     

                             Address:
                             First Bank Place
                             601 Second Avenue South
                             Minneapolis, MN 55402-4302
                             Attention:  Megan Mourning MPFP0601