As filed with the Securities and Exchange Commission on April 30,
1996.

                                     Registration No. 2-97120

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

               POST-EFFECTIVE AMENDMENT NO. 2
                             TO
                          FORM S-8

                REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT OF 1933

                     RUBY TUESDAY, INC.*                     
   (Exact Name of Registrant as Specified in its Charter)

                 GEORGIA                           63-0475239              
           (State or Other Jurisdiction of     (I.R.S. Employer
           Incorporation or Organization)      Identification No.)

                 4721 MORRISON DRIVE, MOBILE, ALABAMA      36625          
               (Address of Principal Executive Offices)  (Zip Code)

                  LONG-TERM INCENTIVE PLAN                   
                  (Full Title of the Plan)

                    Pfilip G. Hunt, Esq.
                     Ruby Tuesday, Inc. 
         4721 Morrison Drive, Mobile, Alabama 36625          
           (Name and Address of Agent for Service)

                       (334) 344-3000                        
(Telephone Number, Including Area Code, of Agent for Service)

                          Copy to:
                  Gabriel Dumitrescu, Esq.
             Powell, Goldstein, Frazer & Murphy
                 191 Peachtree Street, N.E.
                       Sixteenth Floor
                   Atlanta, Georgia 30303

               CALCULATION OF REGISTRATION FEE

Title of Each    Amount      Proposed   Proposed   Amount of
Class of          to be      Maximum    Maximum   Registration
Securities to  Registered    Offering   Aggregate  Fee (2)
be Registered      (1)       Price per  Offering
                             Share (2)  Price (2)

Common Stock,
$0.01 par value 945,000       $12.0635    $11,400,000  $2,280(4)
                shares(3)

Series A Junior  945,000
Participating    rights
Preferred Stock
Purchase Rights(5)


(1)  The number of shares registered hereby is adjusted to
reflect (i) a 5% stock dividend declared in 1986, (ii) a
four-for-three stock dividend declared on September 29, 1987,
(iii) a three-for-two stock dividend paid to stockholders of
record on April 10, 1992, (iv) a three-for-two stock dividend
paid to stockholders of record on October 8, 1993, and (v) a
one-for-two reverse stock split effected in conjunction with
the Reincorporation (as defined in the Explanatory Note) on
March 9, 1996 (collectively, the "Stock Splits").
(2)  Pursuant to Rule 457(g), calculated on the basis of the
closing sale price of the Registrant's common stock, $.01 par
value (the "Common Stock"), on April 8, 1985, as reported on
the National Market System of the National Association of
Securities Dealers, Inc.  Automated Quotation System,
adjusted to reflect the Stock Splits.
(3)  Representing shares of the Registrant's Common Stock,
that may be issued and sold by the Registrant in connection
with the Registrant's Long-Term Incentive Plan (the "Plan"). 
This Registration Statement also covers such indeterminable
number of additional shares as may become issuable to prevent
dilution in the event of stock splits, stock dividends or
similar transactions.
(4)  Previously paid.
(5)  The Series A Junior Participating Preferred Stock
Purchase Rights (the "Rights") are attached to the shares of
Common Stock being registered hereby and will be issued for
no additional consideration.  Therefore, no registration fee
is required for the registration of the Rights.

*  See Explanatory Note herein.

                      Explanatory Note

Ruby Tuesday, Inc., a Georgia corporation (the "Registrant"),
has filed this Post-Effective Amendment No. 2 to Registration
Statement No. 2-97120 (the "Registration Statement") as the
successor to Morrison Restaurants Inc., a Delaware
corporation ("Morrison"), within the meaning of Rule 414
under the Securities Act of 1933 (the "1933 Act"), as the
result of the reincorporation of Morrison in Georgia pursuant
to a statutory merger of Morrison with and into the
Registrant effective March 9, 1996 (the "Reincorporation"). 
In the Reincorporation, the Registrant also effected a one-
for-two reverse stock split of its common stock.  The
Reincorporation occurred substantially simultaneously with
the distribution (the "Distribution") on March 9, 1996 to
shareholders of the Registrant of all the shares of common
stock of Morrison Fresh Cooking, Inc., a Georgia corporation,
and all the shares of common stock of Morrison Health Care,
Inc., a Georgia corporation, both of which were wholly-owned
subsidiaries of the Registrant.

The Distribution and Reincorporation were approved at a
Special Meeting of Stockholders on March 7, 1996, for which
proxies were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (the "1934 Act").

Pursuant to Rule 414(d) under the 1933 Act, the Registrant,
as successor to Morrison, hereby adopts the Registration
Statement as its own Registration Statement for all purposes
of the 1933 Act and the 1934 Act.

                           PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


   The Prospectus pertaining to this Registration Statement
will be updated to reflect the information contained in this
Post-Effective Amendment No. 2 to the Registration Statement
and will set forth any additional information necessary to
reflect any material changes made in connection with or
resulting from such succession, or necessary to keep the
Registration Statement from being misleading in any material
respect.  The documents containing the information specified
in Part I of the instructions to the Registration Statement
on Form S-8 will be sent or given to employees of the
Registrant selected to participate in the Plan as required by
Rule 428(b)(1) promulgated under the 1933 Act.

                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 6. Indemnification of Directors and Officers.

   Pursuant to Sections 14-2-850 through 14-2-857 of the
Georgia Business Corporation Code ("GBCC"), as amended,
directors, officers, employees and agents of the Registrant
may, and in some cases must, be indemnified by the Registrant
under certain circumstances against expenses and liabilities
incurred by or imposed upon them as a result of actions,
suits or proceedings brought against them as directors,
officers, employees or agents of the Registrant (including
actions, suits or proceedings brought against them for
violations of the federal securities laws).  Under the GBCC,
unless limited by its Articles of Incorporation, a Georgia
corporation shall indemnify its directors and officers
against reasonable expenses incurred by them to the extent
such directors have been successful, on the merits or
otherwise, in the defense of any such action.  In addition, a
Georgia corporation may indemnify its directors against
expenses if they acted in a manner they believed in good
faith to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, if they
had no reasonable cause to believe their conduct was
unlawful.  Under the GBCC, a Georgia corporation may also
indemnify its directors, officers, employees or agents to the
extent, consistent with public policy, provided by its
Articles of Incorporation, Bylaws, contract, or action by the
board of directors or, in the case of indemnification of
directors, action by its shareholders.

   Article IX of the Articles of Incorporation of the
Registrant and Article XII of its Bylaws set forth the extent
to which the Registrant's current and former directors,
officers, employees and agents may be indemnified against
liabilities which they may incur while serving in such
capacities.  Pursuant to these provisions, the directors and
officers of the Registrant will be indemnified against any
losses incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that he is or was a director or officer of the
Registrant or served as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise at the request of the Registrant and the
Registrant will provide advances for expenses incurred in
defending any such action, suit or proceeding, upon receipt
of an undertaking by or on behalf of such director or officer
to repay such advances until or unless it is ultimately
determined that he is not entitled to indemnification by the
Registrant.

   The Registrant maintains a directors and officers
liability insurance policy insuring its directors and
officers against certain liabilities under the Securities Act
of 1933.

   The Registrant also entered into indemnification
agreements with each of its directors and executive officers,
pursuant to which the Registrant agreed to indemnify each
such individual for any losses suffered due to any
investigations, claims, or proceedings brought against such
individual because he or she served as a director or officer
of the Registrant.


Item 8.  Exhibits.

   The following exhibits are filed with or incorporated by
reference into this Registration Statement pursuant to
Item 601 of Regulation S-K.

        Exhibit
        Number                   Description

        4.1       Articles of Incorporation and all mergers
                  of Ruby Tuesday, Inc. (1)

        4.2       Bylaws of Ruby Tuesday, Inc. (2)

        4.3       Rights Agreement dated as of March 30,
                  1987 between Morrison Restaurants Inc. and
                  AmSouth National Association as Rights
                  Agent. (3)

        4.4       Form of Rights Certificate (attached as
                  Exhibit B to the Rights Agreement filed as
                  Exhibit 4.3 hereto). (3)

        5         Opinion of counsel with respect to the
                  securities being registered.  (4)

        23.1      Consent of counsel (included in Exhibit
                  5). (4)

        23.2      Consent of independent auditors. (4)

        24        Power of Attorney (see signature pages to
                  this Amendment to the Registration
                  Statement).

        99.1      Morrison Restaurants Inc. Long-Term
                  Incentive Plan. (5)

        99.2      First Amendment to Morrison Restaurants
                  Inc. Long-Term Incentive Plan. (6)

        99.3      Form of Second Amendment to 1984 Long-Term
                  Incentive Plan. (7)

_________________________
(1)     Incorporated by reference to Exhibit 3.1 of the
        Registrant's Registration Statement on Form 8-B
        dated March 15, 1996.

(2)     Incorporated by reference to Exhibit 3.2 of the
        Registrant's Registration Statement on Form 8-B
        dated March 15, 1996.

(3)     Incorporated by reference to Exhibit 4.1 of the
        Registrant's Quarterly Report on Form 10-Q for the
        quarter ended February 28, 1987.

(4)     Filed with the original Registration Statement on
        Form S-8 filed with the Commission on October 18,
        1993.

(5)     Incorporated by reference to Exhibit 28 to the
        Registration Statement on Form S-8 of Morrison
        Restaurants Inc. (Reg. No. 2-97120)

(6)     Incorporated by reference to Exhibit 10(y) of the
        Annual Report on Form 10-K of Morrison Restaurants
        Inc. for the fiscal year ended June 4, 1994.

(7)     Incorporated by reference to Exhibit 10.37 of the
        Registrant's Registration Statement on Form 8-B
        dated March 15, 1996.

Item 9.  Undertakings 

   (a)  The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or
             sales are being made, a post-effective
             amendment to this registration statement: 

             (i)  To include any prospectus required by
                  Section 10(a)(3) of the 1933 Act;

             (ii) To reflect in the prospectus any facts or
                  events arising after the effective date of
                  the registration statement (or the most
                  recent post-effective amendment thereof)
                  which, individually or in the aggregate,
                  represent a fundamental change in the
                  information set forth in the registration
                  statement;

             (iii)     To include any material information
                       with respect to the plan of
                       distribution not previously disclosed
                       in the registration statement or any
                       material change to such information
                       in the registration statement;

             provided, however, that paragraphs (a)(1)(i)
             and (a)(1)(ii) do not apply if the registration
             statement is on Form S-3 or Form S-8 and the
             information required to be included in a
             post-effective amendment by those paragraphs is
             contained in periodic reports filed by the
             Registrant pursuant to Section 13 or Section
             15(d) of the 1934 Act that are incorporated by
             reference in the registration statement. 

        (2)  That, for the purpose of determining any
             liability under the 1933 Act of 1933, each such
             post-effective amendment shall be deemed to be
             a new registration statement relating to the
             securities offered therein, and the offering of
             such securities at that time shall be deemed to
             be the initial bona fide offering thereof. 

        (3)  To remove from registration by means of a
             post-effective amendment any of the securities
             being registered which remain unsold at the
             termination of the offering. 

   (b)  The undersigned Registrant hereby undertakes that,
        for purposes of determining any liability under the
        1933 Act, each filing of the Registrant's annual
        report pursuant to Section 13(a) or Section 15(d) of
        the 1934 Act (and, where applicable, each filing of
        an employee benefit plan's annual report pursuant to
        Section 15(d) of the 1934 Act) that is incorporated
        by reference in the registration statement shall be
        deemed to be a new registration statement relating
        to the securities offered therein, and the offering
        of such securities at that time shall be deemed to
        be the initial bona fide offering thereof. 

   (c)  Insofar as indemnification for liabilities arising
        under the 1933 Act may be permitted to directors,
        officers and controlling persons of the Registrant
        pursuant to the foregoing provisions, or otherwise,
        the Registrant has been advised that in the opinion
        of the Securities and Exchange Commission such
        indemnification is against public policy as
        expressed in the 1933 Act and is, therefore,
        unenforceable.  In the event that a claim for
        indemnification against such liabilities (other than
        the payment by the Registrant of expenses incurred
        or paid by a director, officer or controlling person
        of the Registrant in the successful defense of any
        action, suit or proceeding) is asserted by such
        director, officer or controlling person in
        connection with the securities being registered, the 
        Registrant will, unless in the opinion of its
        counsel the matter has been settled by controlling
        precedent, submit to a court of appropriate
        jurisdiction the question whether such
        indemnification by it is against public policy as
        expressed in the 1933 Act and will be governed by
        the final adjudication of such issue.

                         SIGNATURES

   Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mobile, Alabama,
on the 27th day of March, 1996.

                  RUBY TUESDAY, INC.


                  By:  /s/ Samuel E. Beall, III 
                       Samuel E. Beall, III,
                       Chairman of the Board and
                       Chief Executive Officer




                      POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Samuel E.
Beall, III and Pfilip G. Hunt, and either of them, as his
true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.


   Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities indicated on the date
indicated.


Signature                             Title                     Date


/s/ Samuel E. Beall, III   Chief Executive Officer             March 27,1996
Samuel E. Beall, III       and Chairman of the Board
                           (Principal Executive Officer)


/s/ J. Russell Mothershed  Senior Vice President, Finance      March 27, 1996
J. Russell Mothershed      (Principal Financial Officer)


/s/ Arthur R. Outlaw       Vice Chairman of                    March 27, 1996
Arthur R. Outlaw           the Board


/s/ Claire L. Arnold       Director                            March 27, 1996
Claire L. Arnold


/s/ John B. McKinnon       Director                            March 27, 1996
John B. McKinnon


/s/ Dr. Benjamin F. Payton Director                            March 27, 1996
Dr. Benjamin F. Payton


/s/ Dr. Donald Ratajczak  Director                             March 27, 1996
Dr. Donald Ratajczak


/s/ Dolph W. von Arx       Director                            March 27, 1996
Dolph W. von Arx


                            EXHIBIT INDEX
  Exhibit                                                          Page  
  Number                       Description                        Number

  4.1    Articles of Incorporation and all mergers of Ruby
         Tuesday, Inc. (1)

  4.2    Bylaws of Ruby Tuesday, Inc. (2)

  4.3    Rights Agreement dated as of March 30, 1987 between
         Morrison Restaurants Inc. and AmSouth National
         Association as Rights Agent. (3)

  4.4    Form of Rights Certificate (attached as Exhibit B
         to the Rights Agreement filed as Exhibit 4.3 hereto). (3)

  5      Opinion of counsel with respect to the securities
         being registered. (4)

  23.1  Consent of counsel (included in Exhibit 5). (4)

  23.2  Consent of independent auditors. (4)

  24    Power of Attorney (see signature pages to this
        Amendment to the Registration Statement).

  99.1  Morrison Restaurants Inc. Long-Term Incentive
        Plan. (5)

  99.2     First Amendment to Morrison Restaurants Inc.
           Long-Term Incentive 
         Plan. (6)

  99.3     Form of Second Amendment to 1984 Long-Term
           Incentive Plan. (7)
_________________________
(1)  Incorporated by reference to Exhibit 3.1 of the
     Registrant's Registration Statement on Form 8-B dated
     March 15, 1996.

(2)  Incorporated by reference to Exhibit 3.2 of the
     Registrant's Registration Statement on Form 8-B dated
     March 15, 1996.

(3)  Incorporated by reference to Exhibit 4.1 of the
     Registrant's Quarterly Report on Form 10-Q for the
     quarter ended February 28, 1987.

(4)  Filed with the original Registration Statement on Form
     S-8 filed with the Commission on October 18, 1993.

(5)  Incorporated by reference to Exhibit 28 to the
     Registration Statement on Form S-8 of Morrison
     Restaurants Inc. (Reg. No. 2-97120).

(6)  Incorporated by reference to Exhibit 10(y) of the
     Annual Report on Form 10-K of Morrison Restaurants Inc.
     for the fiscal year ended June 4, 1994.

(7)  Incorporated by reference to Exhibit 10.37 of the
     Registrant's Registration Statement on Form 8-B dated
     March 15, 1996.