SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   --------


                                 SCHEDULE 14D-1
                                 (RULE 14D-100)
                   TENDER OFFER STATEMENT PURSUANT TO SECTION
                 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934


                                (AMENDMENT NO. 2)


                            DAKA INTERNATIONAL, INC.
                       (Name of Subject Company (Issuer))


                             COMPASS HOLDINGS, INC.
                          A Wholly Owned Subsidiary Of
                                COMPASS GROUP PLC
                                    (Bidders)


                     Common Stock, $.01 Par Value Per Share
                         (Title of Class of Securities)


                                    234068203
                      (CUSIP Number of Class of Securities)


                        Mary H. Kercher, General Counsel
                             Compass Group USA, Inc.
                               2400 Yorkmont Road
                         Charlotte, North Carolina 28217
                                 (704) 329-4034

          (Name, Address and Telephone Number of Persons Authorized to
             Receive Notices and Communications on Behalf of Bidder)


                                 With A Copy To:
                              Boyd C. Campbell, Jr.
                       Smith Helms Mulliss & Moore, L.L.P.
                             214 North Church Street
                         Charlotte, North Carolina 28202
                                 (704) 343-2030






         This Amendment No. 2 to the Schedule 14D-1 relates to a tender offer by
Compass Holdings, Inc. (the "Purchaser"), a Delaware corporation and an indirect
wholly owned subsidiary of Compass Group PLC, a public limited company
incorporated under the laws of England and Wales (the "Parent"), to purchase all
outstanding shares of common stock, par value $.01 per share (the "Shares"), of
DAKA International, Inc. (the "Company"), a Delaware corporation, at a purchase
price of $7.50 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
May 29, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer"), copies of which were attached as
Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1 filed with the
Securities and Exchange Commission on May 29, 1997 (the "Schedule 14D-1"). The
purpose of this Amendment No. 2 is to amend and supplement Items 10 and 11 of
the Schedule 14D-1 as described below.

ITEM 10. ADDITIONAL INFORMATION.

         Reference is made to the press release issued by Parent on July 9,
1997, the form of which is filed as Exhibit (a)(10) to the Schedule 14D-1 and is
incorporated herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(9)   Form of press release issued by Parent on July 9, 1997.


                                        2





                                    SIGNATURE

         After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

                                       COMPASS GROUP PLC

                                       By:      /s/ Michael J. Bailey
                                       NAME: MICHAEL J. BAILEY
                                       TITLE: DIRECTOR


                                       COMPASS HOLDINGS, INC.

                                       By:      /s/ Michael J. Bailey
                                       NAME: MICHAEL J. BAILEY
                                       TITLE:   CHIEF EXECUTIVE OFFICER

Dated: July 10, 1997

EX-99.A9

                                                                 EXHIBIT (a)(10)

                                                      For Release: July 9, 1997
                                                          CONTACT: GINGER SMITH
                                                                 (704) 329-4018

                     COMPASS GROUP EXTENDS DAKA TENDER OFFER
                         AND SETS PROPOSED CLOSING DATE

         JULY 9, 1997 (CHARLOTTE, NC) . . . Compass Group PLC announced today
that Compass Holdings, Inc., a wholly owned subsidiary of Compass Group, is
extending its offer to purchase all outstanding shares of common stock of DAKA
International, Inc. (Nasdaq National Market: DKAI) for $7.50 per share in cash
until midnight, New York City time, on July 14, 1997. The terms of the extended
offer are identical to the terms of the original offer announced on May 29,
1997.

         Compass Group also noted that DAKA International has announced that
DAKA International has moved the  record date for the  distribution of shares
of Unique Casual Restaurants, Inc. ("UCRI"), a recently formed corporation
that will operate the restaurant business of DAKA International, from July 8,
1997 to July 11, 1997. As previously announced, immediately prior to the
consummation of Compass Holdings' tender offer, one share of common stock of
UCRI is to be distributed for each DAKA International share.

         The tender offer has been extended to allow UCRI to complete the
registration under the Securities Exchange Act of 1934 of its common stock,
which is a condition to the tender offer. Compass Group currently expects
that the tender offer will not be extended beyond July 14, 1997, although it
is possible that another extension could occur if all of the conditions of
the offer are not then satisfied. If all of the conditions of the offer are
satisfied when the offer period expires on July 14, 1997, Compass Group
expects that The Bank of New York, the Depositary for the offer, will begin
making payment on Thursday, July 17, 1997 for all DAKA International shares
that have been validly tendered.

         As of 5:00 p.m., New York City time, on July 9, 1997, approximately
9,816,349 shares of DAKA International common stock, representing approximately
88% of the shares then outstanding, had been validly tendered.

         For more information contact Ginger Smith, Director of Marketing and
Communications, Compass Group, USA Division at (704) 329-4018 or Ron Morley,
Compass Group PLC at (011) 44-193-257-3005.