8-K

	SECURITIES AND EXCHANGE COMMISSION

	WASHINGTON, D.C. 20549


	FORM 8-K


	Current Report Pursuant
	to Section 13 or 15(d) of the 
	Securities Exchange Act of 1934


		February 8, 1996 (February 6, 1996)             
Date of report (Date of earliest event reported)

			     MORRISON RESTAURANTS INC.                   
	(Exact Name of Registrant as Specified in Its Charter)

			     DELAWARE                            
	(State or Other Jurisdiction of Incorporation)

	  1-12454                           63-0475239           
  (Commission File Number)               (I.R.S. Employer
					Identification No.)

	    4721 Morrison Drive
	    P.O.Box 160266
	    Mobile, Alabama                           36625      
   (Address of Principal Executive Offices)          (Zip Code)

			 (334) 344-3000                          
	(Registrant's Telephone Number)

			      N/A                                
	(Former Name or Former Address, if Changed Since Last Report)







Item 5.         Other Events

	On February 6, 1996 the Registrant filed definitive proxy 
materials in connection with the proposed spin off of the 
Registrant's family dining and health-care food and nutrition 
services businesses to create three separate publicly held 
corporations. The definitive proxy statement contains restated 
financial statements of the Registrant reflecting the businesses 
proposed to be spun off through discontinued operations in a tax 
free distribution subject to shareholder approval at a special 
meeting of the Registrant's shareholders to be held on March 7, 
1996.

The purpose of the filing is to file the Independent Auditors' 
consent set forth as Exhibit 23 hereto.


   
	
Signatures

	Pursuant to the requirements of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned hereunto duly 
authorized.



	   MORRISON RESTAURANTS INC.   
			  (Registrant)


    2/8/96                       /s/ J. Russell Mothershed       
    DATE                J. RUSSELL MOTHERSHED
			      Senior Vice President, Finance
			      (Senior Vice President and
			      Principal Accounting Officer)

	

 



 

 





	- 2 -

EX-23

	Exhibit 23--Consent of Independent Auditors



We consent to the incorporation by reference in the 
Registration Statement (Form S-8 No. 33-32697) pertaining to 
the Morrison Restaurants Inc. Deferred Compensation Plan, in 
the Registration Statement (Form S-8 No. 33-20585) pertaining 
to the Morrison Restaurants Inc. Salary Deferral Plan, in the 
Registration Statement (Form S-8 No. 2-97120) pertaining to 
the Morrison Restaurants Inc. Long-Term Incentive Plan, in 
the Registration Statement (Form S-8 No. 33-13593) pertaining 
to the Morrison Restaurants Inc. 1987 Stock Bonus and Non-
Qualified Stock Option Plan, in the Registration Statement 
(Form S-8 No. 33-46220) pertaining to Morrison Restaurants 
Inc. Compensatory Non-Qualified Stock Option Arrangements, 
and in the Registration Statement (Form S-8 No. 33-50452) 
pertaining to the Morrison Restaurants Inc. Stock Incentive 
and Compensation Plan for Directors, Stock Incentive Plan and 
Non-Qualified Management Stock Option Agreements, in the 
Registration Statement (Form S-8 No. 33-70490) pertaining to 
Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive 
Plan, and in the Registration Statement (Form S-3 No. 33-
57159) for the resale of shares by several stockholders and 
in their related Prospectuses of our report dated November 
17, 1995, (except for Notes 1 and 13, as to which the date is 
January 10, 1996) with respect to the consolidated financial 
statements of Morrison Restaurants Inc. included in the Proxy 
Statement filed with the Securities and Exchange Commission 
on February 6, 1996.


                               	/s/ Ernst & Young LLP    
                                    Ernst & Young LLP

Atlanta, Georgia
February 6, 1996