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                                                                     EXHIBIT 4.7

                          FURR'S RESTAURANT GROUP, INC.
                              2001 STOCK BONUS PLAN


       1.     PURPOSE.  The purpose of this Stock Bonus Plan is to advance the
interests of Furr's Restaurant Group, Inc.  (the "Company") and its
shareholders, by encouraging and enabling selected officers, directors, and
key employees to acquire and retain a proprietary interest in the Company by
ownership of its stock, to keep personnel of experience and ability in the
employ of the Company and to compensate them for their contributions to the
growth and profits of the Company and thereby induce them to continue to make
such contributions in the future.

       2.     DEFINITIONS.

              A.   "Board" shall mean the board of directors of the Company.

              B.   "Committee" means the Compensation Committee of the Board.

              C.   "Plan" shall mean this Stock Bonus Plan.

              D.   "Bonus Shares" shall mean the shares of common stock of the
                   Company reserved pursuant to Section 4 hereof and any such
                   shares issued to a Recipient pursuant to this Plan.

              E.   "Person" shall mean any natural person, company, limited
                   liability company, partnership, joint venture, corporation,
                   business trust, and is to be construed in the broadest
                   sense.

              F.   "Subsidiary" shall, for purposes of the Plan, mean any
                   Person of which the securities or other ownership interests
                   having at least 50% of the ordinary voting power in
                   electing the board of directors (or other governing body),
                   at the time as of which any grant of shares under this Plan
                   is being made, are owned by the Company either directly or
                   through one or more of its Subsidiaries.

              G.   "Recipient" shall mean any officer, director or key
                   employee of the Company or its Subsidiaries to whom shares
                   are granted pursuant to this Plan.

       3.     ADMINISTRATION OF PLAN.  The Plan shall be administered by the
Committee.  The Committee shall report all action taken by it to the Board.
The Committee shall have full and final authority in its discretion, subject
to the provisions of the Plan, to determine the individuals to whom and the
time or times at which Bonus Shares shall be granted and the number of Bonus
Shares to be granted; to construe and interpret the Plan; and to make all
other determinations and

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take all other actions deemed necessary or advisable for the proper
administration of the Plan.  All such actions and determinations shall be
conclusively binding for all purposes and upon all Persons.

       4.     BONUS SHARE RESERVE.  There shall be established a Bonus Share
Reserve to which shall be credited 100,000 shares of the Company's common
stock.  In the event that the shares of common stock of the Company should, as
a result of a stock split or stock dividend or combination of shares or any
other change, or exchange for other securities by reclassification,
reorganization, merger, consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for, a different number or
kind of shares of stock or other securities of the Company or of another
corporation, the number of shares then remaining in the Bonus Share Reserve
shall be appropriately adjusted to reflect such action.  Upon the grant of
shares hereunder, this Bonus Share Reserve shall be reduced by the number of
shares so granted.  Distributions of Bonus Shares may, as the Committee shall
in its sole discretion determine, be made from authorized but unissued shares
or from treasury shares.  All authorized and unissued shares issued as Bonus
Shares in accordance with the Plan shall be fully paid and non-assessable and
free from preemptive rights.

       5.     ELIGIBILITY AND GRANTING AND VESTING OF BONUS SHARES.  Bonus
Shares may be granted under the Plan to key employees, directors and officers
of the Company and its Subsidiaries as determined from time to time by the
Committee.  Each grant of Bonus Shares may be vested at the time of grant or
may become vested according to a schedule to be established by the Committee
at the time of the grant.  For purposes of this plan, "vesting" shall mean the
period during which the Recipient must remain an employee or provide services
for the Company or its Subsidiaries in order to retain ownership of his or her
Bonus Shares.  At such time as the employment of the Recipient ceases, any
Bonus Shares not fully vested shall be forfeited by the Recipient and shall be
returned to the Bonus Share Reserve.  The Committee, in its sole discretion,
may also impose restrictions on the future transferability of the Bonus
Shares, which restrictions shall be set forth on the notification of the grant
to the Recipient.  The aggregate number of Bonus Shares which may be granted
pursuant to this Plan shall not exceed the amount available therefor in the
Bonus Share Reserve.

       6.     FORM OF GRANTS.  Each grant shall specify the number of Bonus
Shares subject thereto, subject to the provisions of Section 5 hereof.  At the
time of making any grant, the Committee shall advise the Recipient by delivery
of written notice.  The Recipient may be required to execute additional
documents required by the Committee in order to facilitate the grant of the
Bonus Shares and the operation of this Plan.

       7.     RESTRICTIONS UPON ISSUANCE AND TRANSFER.

              A.   Upon receipt of all required documentation executed by
                   Recipient, Bonus Shares shall be deemed issued in the
                   Recipient's name and a certificate or certificates therefor
                   delivered to the Recipient.  The Recipient shall thereupon
                   be a shareholder of the Company with respect to all the
                   Bonus Shares represented by such certificate or
                   certificates, shall have all the

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                   rights of a shareholder of the Company with respect to all
                   such shares, including the right to vote such shares and to
                   receive all dividends and other distributions paid with
                   respect to such shares.  To the extent that the issuance,
                   holding or subsequent transfer of Bonus Shares are
                   restricted by this Plan or by applicable law, certificates
                   of stock representing Bonus Shares shall be imprinted with
                   a legend to such effect, and each transfer agent for the
                   common stock shall be instructed to like effect with
                   respect to such shares.

              B.   In the event that, as the result of a stock split or stock
                   dividend or combination of shares or any other change, or
                   exchange for other securities, by reclassification,
                   reorganization, merger, consolidation, recapitalization or
                   otherwise, the Recipient shall, as owner of the Bonus
                   Shares subject to restrictions hereunder, be entitled to
                   new or additional or different shares of stock or
                   securities, the certificate or certificates for, or other
                   evidences of, such new or additional or different shares or
                   securities shall also be imprinted with a legend as
                   provided in Section 7(A), and all provisions of the Plan
                   relating to restrictions herein set forth shall thereupon
                   be applicable to such new or additional or different shares
                   or securities to the extent applicable to the shares with
                   respect to which they were distributed.

              C.   The grant of any Bonus Shares shall be subject to the
                   condition that if at any time the Company shall determine
                   in its discretion that the satisfaction of withholding tax
                   or other withholding liabilities, or that the listing,
                   registration, or qualification of any Bonus Shares upon
                   such exercise upon any securities exchange or under any
                   state or federal law, or that the consent or approval of
                   any regulatory body, is necessary or desirable as a
                   condition of, or in connection with, the issuance of any
                   Bonus Shares, then in any such event, such exercise shall
                   not be effective unless such withholding, listing,
                   registration, qualification, consent, or approval shall
                   have been effected or obtained, free of any conditions not
                   acceptable to the Company.

              D.   Unless the Bonus Shares covered by the Plan have been
                   registered with the Securities and Exchange Commission
                   pursuant to Section 5 of the Securities Act of l933, each
                   Recipient shall, by accepting a Bonus Share, represent and
                   agree, for himself and his transferees by will or the laws
                   of descent and distribution, that all Bonus Shares were
                   acquired for investment and not for resale or distribution.
                   The person entitled to receive Bonus Shares shall, upon
                   request of the Committee, furnish evidence satisfactory to
                   the Committee (including a written and signed
                   representation) to the effect that the shares of stock are
                   being acquired in good faith for investment and not for
                   resale or distribution.  Furthermore, the Committee may, if
                   it deems appropriate, affix a legend to certificates

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                   representing Bonus Shares indicating that such Bonus Shares
                   have not been registered with the Securities and Exchange
                   Commission and may so notify the Company's transfer agent.
                   Such shares may be disposed of by a Recipient in the
                   following manner only: (1) pursuant to an effective
                   registration statement covering such resale or reoffer, (2)
                   pursuant to an applicable exemption from registration as
                   indicated in a written opinion of counsel acceptable to the
                   Company, or (3) in a transaction that meets the applicable
                   requirements of Rule l44 of the Securities and Exchange
                   Commission.  If Bonus Shares covered by the Plan have been
                   registered with the Securities and Exchange Commission, no
                   such restrictions on resale shall apply, except in the case
                   of Recipients who are directors, officers, or principal
                   shareholders of the Company.  Such persons may dispose of
                   shares only by one of the three aforesaid methods.

       8.     NO RIGHT OF EMPLOYMENT.  Neither the action of the Company in
establishing the Plan, nor any action taken by it nor by the Committee under
the Plan, nor any provision of the Plan, shall be construed as giving to any
person the right to be retained in the employ of the Company.

       9.     SHAREHOLDER RIGHTS.  No participant in the Plan shall have any
rights as a shareholder until such time as any Bonus Shares are actually
issued to such participant.

       10.    EFFECTIVE DATE.  The Plan has been authorized by the Board and
is effective as of January 25, 2001.

       11.    AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.  The Board of
Directors may alter, suspend, or discontinue the Plan at any time.  Unless the
Plan shall theretofore have been terminated by the Board, the Plan shall
terminate ten years after the effective date of the Plan.  No Bonus Share may
be granted during any suspension or after the termination of the Plan.  No
amendment, suspension, or termination of the Plan shall, without a Recipient's
consent, alter or impair any of the rights or obligations under any Bonus
Share theretofore granted to such recipient under the Plan.

       12.    GOVERNING LAW.  The Plan shall be governed by the laws of the
State of Delaware.

       13.    EXPENSES OF ADMINISTRATION.  All costs and expenses incurred in
the operation and administration of this Plan shall be borne by the Company.





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