SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934
                                (Amendment No.     )

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

     [X] Preliminary Proxy Statement
     [ ] Definitive Proxy Statement
     [ ] Definitive Additional Materials
     [ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or
         Section 240.14a-12 
     [ ] Confidential, for Use of the Commission Only (as 
         permitted by Rule 14a-6(e)(2))

             CLASSIC RESTAURANTS INTERNATIONAL, INC.
          (Name of Registrant as Specified In Its Charter)

   ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

  [X] No fee required.

  [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
      an 0-11.

       1) Title of each class of securities to which transaction 
          applies: N/A

       2) Aggregate number of securities to which transaction 
          applies: N/A

       3) Per unit price or other underlying value of transaction
          computed pursuant to Exchange Act Rule 0-11 (Set forth the
          amount on which the filing fee is calculated and state how 
          it was determined): N/A

       4) Proposed maximum aggregate value of transaction: N/A

       5) Total fee paid:

  [ ] Fee paid previously with preliminary materials.

  [ ] Check box if any part of the fee is offset as provided in 
      Exchange Act Rule 0-11(a)(2) and identify the filing for which
      the offsetting fee was paid previously. Identify the previous
      filing by registration statement number, or the Form or 
Schedule
      and the date of its filing.

         1) Amount Previously Paid: N/A

         2) Form, Schedule or Registration Statement No.: N/A

         3) Filing Party: N/A

         4) Date Filed: N/A



            CLASSIC RESTAURANTS INTERNATIONAL, INC.
     ______________________________________________________________

            NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
              To be held April 6, 1998
    _______________________________________________________________

TO THE SHAREHOLDERS OF CLASSIC RESTAURANTS INTERNATIONAL, INC.:

     PLEASE TAKE NOTICE that a Special Meeting of Shareholders of 
Classic Restaurants International, Inc. (the "Company") will be held 
at 
the law offices of Mottern, Fisher & Rosenthal, P.C., 2300 Northlake 
Centre Drive, Suite 200, Tucker, Georgia 30084, on April 6, 1998, at 
10:00 a.m., Eastern Standard Time, or at any adjournments thereof, 
for 
the following purposes:

     (1)      To consider and vote upon a proposal to change the 
Company's state of incorporation by merging the Company with and 
into 
Creative Recycling Industries, Inc. ("CRI"), a Georgia corporation 
and 
a wholly owned subsidiary of the Company, pursuant to an Agreement 
and 
Plan of Merger (the "Agreement") dated March 13, 1998, under which 
each 
holder of common and preferred stock of the Company will receive, in 
exchange for such stock, one share of common or preferred stock in 
CRI 
which has the same rights, priorities, characteristics and 
preferences 
as the stock which the holder owns in the Company. 

     (2)     To transact such other business as properly may come 
before the meeting.

     Only shareholders of record at the close of business on March 
6, 
1998 will be entitled to vote at the meeting.  The transfer books of 
the Company will not be closed.

     YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.  
PLEASE 
INDICATE ON THE ENCLOSED PROXY WHETHER YOU PLAN TO ATTEND THE 
MEETING.  
IN ANY EVENT, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY 
TO 
INSURE YOUR SHARES ARE REPRESENTED AT THE MEETING.  YOU MAY VOTE IN 
PERSON IF YOU ATTEND THE MEETING EVEN THOUGH YOU HAVE EXECUTED AND 
RETURNED A PROXY.

                         By order of the Board of Directors:

                         \s\ June Cuba     

                         June Cuba, Secretary

Norcross, Georgia

March __, 1998



               CLASSIC RESTAURANTS INTERNATIONAL, INC.
                    3500 Parkway Lane, Suite 435
                      Norcross, Georgia  30092
                           (770) 729-9010

                           PROXY STATEMENT

                    SPECIAL MEETING OF SHAREHOLDERS
                    To be held April 6, 1998

                              INTRODUCTION

The Proxy enclosed with this Proxy Statement will be first sent or 
given to shareholders on or about March 24, 1998, in connection with 
the solicitation by the directors of the Company of Proxies to be 
used 
at an Special Meeting of Shareholders to be held at the offices of 
Mottern, Fisher & Rosenthal, P.C., 2300 Northlake Centre Drive, 
Suite 
200, Tucker, Georgia 30084, on April 6, 1998, at 10:00 a.m., Eastern 
Standard Time (the "Special Meeting").  The purposes of the Special 
Meeting will be:

     (1)      To consider and vote upon a proposal to change the 
Company's state of incorporation by merging the Company with and 
into 
Creative Recycling Industries, Inc. ("CRI"), a Georgia corporation 
and 
a wholly owned subsidiary of the Company, pursuant to an Agreement 
and 
Plan of Merger (the "Agreement") dated March 13, 1998, under which 
each 
holder of common and preferred stock of the Company will receive, in 
exchange for such stock, one share of common or preferred stock in 
CRI 
which has the same rights, priorities, characteristics and 
preferences 
as the stock which the holder owns in the Company (hereinafter, the 
"Reincorporation"). 

     (2)     To transact such other business as properly may come 
before the meeting.

                  PERSONS MAKING THE SOLICITATION

The Proxy is solicited on behalf of the directors of the Company.  
The 
original solicitation will be by mail.  Following the original 
solicitation, management expects that certain individual 
shareholders 
will be further solicited through telephonic or other oral 
communications from management.  Management does not intend to use 
specially engaged employees or paid solicitors for such 
solicitation.  
Management intends to solicit Proxies which are held of record by 
brokers, dealers, banks, or voting trustees, or their nominees, and 
may 
pay the reasonable expenses of such record holders for completing 
the 
mailing of solicitation materials to persons for whom they hold the 
share.  All solicitation expenses will be borne by the Company.

                        TERMS OF THE PROXY

The enclosed Proxy indicates the matters to be acted upon at the 
Special Meeting and provides a box corresponding to each such 
matter.  
By appropriately marking each box, a shareholder may specify whether 
to 
confer to or to withhold from management the authority to vote the 
shares represented by the Proxy.  The Proxy also confers upon 
management discretionary voting authority with respect to such other 
business as may properly come before the Special Meeting.

If the Proxy is executed properly and is received by management 
prior 
to the Special Meeting, the shares represented by the Proxy will be 
voted in accordance with such specification.  Any Proxy which is 
executed in such a manner as not to withhold authority shall be 
deemed 
to confer such authority.  Any Proxy which is signed but not marked 
will be voted in favor of the Reincorporation.  If any other matter 
or 
business is brought before the meeting, the Proxy holders will vote 
the 
Proxies in their discretion.

A Proxy may be revoked at any time prior to its exercise by (1) so 
notifying the Company in writing, (2) filing with the Company a duly 
executed proxy bearing a later date, or (3) voting in person at the 
Special Meeting.

          VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Securities

The securities entitled to vote at the Special Meeting consist of 
all 
of the issued and outstanding shares of the Company's no par value 
Class A common stock (the "Class A Common Stock") and no par value 
Class B common stock (the "Class B Common Stock").  The close of 
business on March 6, 1998, has been fixed by the Board of Directors 
of 
the Company as the record date.  Only shareholders of record as of 
the 
record date may vote at the Special Meeting.  As of the record date, 
there were 9,947,553 shares of Class A Common Stock issued and 
outstanding and 200,000 shares of Class B Common Stock issued and 
outstanding.

Voting Rights and Requirements

Class A Common Stock.  The Class A Common Stock is entitled to the 
same 
rights and preferences as each of the Company's other classes of 
common 
stock.  Each share of Class A Common Stock is entitled to one vote 
on 
each matter voted upon by the shareholders of the Company.

Class B Common Stock.  The Class B Common Stock is entitled to the 
same 
rights and preferences as each of  the Company's other classes of 
common stock.  Unlike the Class A Common Stock, however, each share 
of 
Class B Common Stock is entitled to forty (40) votes on each matter 
voted upon by the shareholders of the Company.  This means that on 
each 
matter on which the shareholders of the Company are entitled to vote 
as 
a whole, until there are more than 8,000,000 shares of Class A 
Common 
Stock outstanding and entitled to vote, the determination of all 
matters will be controlled by the holder(s) of the Class B Common 
Stock. There are 200,000 shares of the Class B Common Stock issued 
and 
outstanding, all of which are held by James Robert Shaw.

Quorum and Votes Required for Approval. 

The presence at the Special Meeting of the holders of a majority of 
the 
votes entitled to be cast on the matter by the voting group will 
constitute a quorum of that voting group for action on that matter.  
Abstentions and broker non-votes are counted for purposes of 
determining the presence or absence of a quorum for the transaction 
of 
business.  Action on a matter by a voting group is approved if the 
votes cast within the voting group favoring the action exceed the 
votes 
cast opposing the action.  Abstentions and broker non-votes will not 
be 
counted for purposes of determing whether a matter has been approved 
by 
the voting group entitled to vote on the matter.  The 
Reincorporation 
must be approved by a majority of the votes cast by the holders of 
the 
Class A and Class B Common Stock voting together as a voting group.  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

The following section sets forth information regarding ownership of 
the 
Company's Class A Common Stock and Class B Common Stock as of 
February 
20, 1998. Except as otherwise indicated in the footnotes, the 
Company 
believes that the beneficial owners of the securities listed in the 
tables, based on information furnished by such owners, have sole 
investment and voting power with respect to the shares of stock 
shown 
as beneficially owned by them. 

Security Ownership of Certain Beneficial Owners

The following table sets forth each person known by the Company 
(other 
than management) to own beneficially more than 5% of the outstanding 
shares of either the Class A Common Stock or Class B Common Stock of 
the Company. 

 


                      CLASS A COMMON STOCK       CLASS B COMMON 
STOCK 
                   NUMBER OF    PERCENT OF      NUMBER OF   PERCENT 
OF 
BENEFICIAL OWNER   SHARES      CLASS (1)     SHARES    
CLASS(1)

                                                  



Voyager Select IPO   3,400,000    25.5%          --           --
Fund, Ltd. (2)
129 Front Street 
Penthouse Suite
Hamilton, HM12
Bermuda

James Buford Salmon  1,650,923    16.6%          --           -- 
1525 Lakesite Drive 
Birmingham, AL 35285 

Ronald E. Sauve      790,000      7.9%           --           --
1605 Singletary
Albuquerque, NM 87112

H. Thomas Ferstl     648,000      6.5%           --           --
8761 State Street
Millington, MI 48746
- --------------------------------------------------------------------
- ---



(1) Based on 9,947,553 shares of Class A Common Stock and 200,000 
shares of Class B Common Stock outstanding as of February 20, 1998. 
Where the persons listed on this table have the right to obtain 
additional shares of common stock within 60 days from February 20, 
1998, these additional shares are deemed to be outstanding for the 
purpose of computing the percentage of class owned by such persons, 
but 
are not deemed to be outstanding for the purpose of computing the 
percentage of any other person. Class A Common Shares have 1 vote 
per 
share while Class B Common Shares have 40 votes per share. In 
addition, 
the Class B Common Shares have the right to elect the majority of 
the 
Board of Directors of the Company at all times.


(2) Voyager Select IPO Fund, Ltd. holds 8 shares of Series A 
Convertible Preferred Stock, each of which is convertible into 
shares 
of Class A Common Stock at a conversion price equal to the lesser of 
the bid price of the Class A Common Stock as of the date of the 
subscription agreement or 60% of the average closing bid price of 
the 
Class A Common Stock for the three trading days preceeding the date 
of 
conversion. As of February 20, 1998, the shares of Series A 
Convertible 
Preferred Stock held by Voyager Select were convertible into 
1,000,000 
shares of Class A Common Stock. Voyager Select IPO Fund, Ltd. also 
holds 12 shares of Series C Convertible Preferred Stock, each of 
which 
is convertible into shares of Class A Common Stock at a conversion 
price equal to the bid price of the Class A Common Stock as of the 
date 
of conversion. As of February 20, 1998, the shares of Series C 
Convertible Preferred Stock held by Voyager Select were convertible 
into 2,400,000 shares of Class A Common Stock.




Security Ownership of Management

The following table sets forth information regarding beneficial 
ownership of the Class A Common Stock and Class B Common Stock by 
each 
director, each executive officer, and by all directors and executive 
officers of the Company as a group.

 


                    CLASS A COMMON STOCK         CLASS B COMMON 
STOCK 
                   NUMBER OF    PERCENT OF      NUMBER OF  PERCENT 
OF 
BENEFICIAL OWNER      SHARES     CLASS (1)  SHARES    CLASS 
(1) 

                                                   
James R. Shaw (2)  535,579       5.4%        200,000      100.0% 

June Cuba              --            --          --           --

Ronald Lambert         1,000         0%          --           --

Frank Pringle (3)  8,045         0%          --           --

Benjamin Silber (4)206,300       2%          --           --

Officers and Directors 746,924       7.5%        200,000      100.0% 
as a group (5 persons) 
- --------------------------------------------------------------------
- ---
 
 
(1) Based on 9,947,553 shares of Class A Common Stock and 200,000 
shares of Class B Common Stock outstanding as of February 20, 1998. 
Where the persons listed on this table have the right to obtain 
additional shares of common stock within 60 days from February 20, 
1998, these additional shares are deemed to be outstanding for the 
purpose of computing the percentage of class owned by such persons, 
but 
are not deemed to be outstanding for the purpose of computing the 
percentage of any other person.

 
(2) Includes 243,567 shares owned of record by Crown Resources, 
Inc., 
which is owned by Mr. Shaw, and 250,000 shares owned by Mr. Shaw and 
his wife, Carolyn Shaw, jointly.

 
(3) Includes 8,045 shares of Class A Common Stock owned of record by 
Celia Pringle, who is the mother of Mr. Pringle.  


(4)  Includes 4,000 shares of Class A Common Stock issuable upon 
conversion of 400 shares of Series B Convertible Preferred Stock 
owned 
by Mr. Silber.




Changes in Control

     On February 28, 1998, the Company entered into an Agreement and 
Plan of Share Exchange with AA Corp. and the Pringle Family Trust. 
Under the Agreement, Frank G. Pringle and Benjamin Silber were 
appointed to the Board of Directors of the Company.  In addition, 
Mr. 
Pringle was made Chairman and co-President of the Company.  
Consummation of the transactions contemplated by the Agreement are 
subject to the satisfaction or waiver of a number of conditions.  In 
the event the transactions contemplated by the Agreement are not 
effectuated, then Messrs. Pringle and Silber are required to resign 
as 
officers and directors of the Company.  In the event the 
transactions 
contemplated by the Agreement are effectuated, the Pringle Family 
Trust 
will acquire 375,000 shares of Series D Convertible Preferred Stock 
and 
all of the issued and outstanding Class B Common Stock from Mr. 
Shaw, 
which will give the Pringle Family Trust a controlling interest in 
the 
Company. Other than the transaction with the Pringle Family Trust 
and 
AA Corp., no arrangements are known to the Company, including any 
pledge by any person of securities of the Company, the operation of 
which may, at a subsequent date, result in a further change in 
control 
of the Company.

                     MATTERS TO BE ACTED UPON

1.     The Proposed Amendments to the Articles of Incorporation

At the Special Meeting, the the Company shareholders will consider 
and 
vote upon a proposal to change the Company's state of incorporation 
by 
merging the Company with and into CRI, which is a wholly owned 
subsidiary of the Company.  CRI was recently incorporated under the 
laws of the State of Georgia.  The terms of the merger are set forth 
in 
an Agreement and Plan of Merger (the "Agreement") dated March 13, 
1998, 
under which each holder of common and preferred stock of the Company 
will receive, in exchange for such stock, one share of common or 
preferred stock in CRI which has the same rights, priorities, 
characteristics and preferences as the stock which the holder owns 
in 
the Company.  Therefore, the rights of holders of common and 
preferred 
stock, including the right to vote and the right to dividends and to 
share in the assets of the Company, will not change as a result of 
the 
Reincorporation. The Board of Directors has determined that it is in 
the best interests of the Company to change its state of 
incorporation 
to Georgia since the Company's adminstrative offices are located in 
Georgia. In addition, changing the state of incorporation of the 
Company will enable the Company to complete its entry into the tire 
recycling field by consummating its pending acquisition of AA Corp. 
and 
completing a proposed secondary offering to fund the construction of 
its first tire recycling facility by enabling the Company to conduct 
a 
reverse stock split in order to reduce the number of outstanding 
shares 
of its common stock.  A reverse stock split is a condition of both 
the 
agreement to acquire AA Corp. and the secondary offering. 

Approval of the Reincorporation requires the affirmative vote of the 
holders of a majority of each class of the outstanding shares of the 
Company's common stock voting as one voting group. The directors and 
officers, including Mr. Shaw, who control 7.5% and 100.0% of the 
Class 
A and Class B Common Stock, respectively, have indicated that they 
intend to vote their shares of stock in the Company in favor of the 
Reincorporation, and therefore the Reincorporation will not be 
approved 
only if virtually all of the disinterested shareholders vote against 
approval of the Reincorporation.  

2.     Other Matters

Except for the matters referred to in the accompanying Notice of 
Special Meeting, management does not intend to present any matter 
for 
action at the Special Meeting and knows of no matter to be presented 
that is a proper subject for action by the shareholders at the 
meeting.  
However, if any other matters should properly come before the 
meeting, 
it is intended that votes will be cast pursuant to the authority 
granted by the enclosed Proxy in accordance with the best judgment 
of 
the person or persons acting under the Proxy.

          RIGHT TO DISSENT AND OBTAIN FAIR VALUE FOR SHARES

The circumstances under which a holder of Class A Common Stock may 
dissent from an action to be taken by the Company at the Special 
Meeting, and obtain payment of the fair value of his/her shares, is 
controlled by Section 7-113-101, et seq. of the Colorado Business 
Corporation Act. Shareholders of the Company have the right to 
dissent 
from the Reincorporation.

Pursuant to Section 7-113-101, et seq. of the Colorado Business 
Corporation Act, a  copy of which is attached to this Proxy 
Statement, 
any shareholder of the Company on the Record Date may dissent from 
the 
Reincorporation in  payment in cash of his shares of common stock in 
such corporation in the event the Reincorporation occurs.  Strict 
compliance with the requirements of the above-mentioned statutes is 
required to perfect the right to receive such payment.  Ordinarily, 
a 
shareholder may dissent only with respect to all shares of common 
stock 
of the corporation registered in his name.   However, if one or more 
other persons beneficially own all or part of the shares registered 
in 
the record owner's name, the record owner may dissent with respect 
to 
all of the shares beneficially owned by one or more such other 
persons 
if he discloses the name and address of each such beneficial owner 
on 
whose behalf he dissents.  Accordingly, persons whose shares are 
held 
of record by a bank, broker-dealer, or other nominee should instruct 
the record holder to follow the procedures described below in order 
to 
protect their dissenters' rights.  Under certain circumstances, a 
beneficial owner who is not the record owner of shares of common 
stock 
of a corporation may exercise dissenters' rights directly.  

Any shareholder of a corporation who wishes to dissent and obtain 
payment of his shares must file with the corporation, prior to the 
vote 
to be taken at the Shareholder Meeting on the proposal to approve 
the 
Reincorporation, a written notice of intention to demand that he be 
paid fair compensation for his shares if the proposed 
Reincorporation 
occurs.  Such shareholder must also refrain from voting his shares 
for 
approval of the Reincorporation.  A shareholder who fails in either 
of 
these respects shall not acquire a right to receive payment for his 
shares.  If the Reincorporation is approved by the required vote at 
the 
Shareholder Meeting of the Company, the Company shall mail a notice 
to 
all shareholders who gave due notice of intention to demand payment 
and 
who refrained from voting in favor of the Reincorporation.  The 
notice 
shall state where and when a demand for payment shall be sent and 
shall 
state that certificates for shares shall be deposited in order to 
obtain payment.  The corporation shall provide each dissenting 
shareholder with a form to be used for demanding payment.

Immediately upon the Effective Date or upon receipt of demand for 
payment, if the Reincorporation has already occurred, the Company 
shall 
remit to each dissenter who has made demand and who has deposited 
his 
certificates the amount which the Company estimates to be the fair 
value of the shares, with interest, if any, from the Effective Date 
to 
the date on which payment is remitted.  Unless otherwise provided by 
the Board of Directors of the Company, "fair value," as estimated by 
the Company, shall be an amount determined by multiplying the number 
of 
shares as to which the shareholder has properly exercised 
dissenters' 
rights by the greater of (1) the per share net book value of the 
corporation immediately prior to the Effective Date as reflected on 
its 
most recent available interim balance sheet, or (2) the highest 
price 
paid for one whole share of the common stock of the Company on the 
last 
day on which such common stock trades prior to the Effective Date.

In the event a dissenting shareholder disputes the determination of 
the 
Company as to the "fair value" of his shares, the dissenting 
shareholder enjoys certain statutory rights to seek a judicial 
determination of the "fair value". The statutes of Colorado provide 
that the Company shall commence a proceeding with 60 days after 
receiving the payment demand if a demand for payment remains 
unsettled.  
If the Company fails to commence a proceeding as required, each 
dissenter who has made a demand which remains unsettled shall be 
paid 
by the Company the amount demanded by him with interest and may sue 
therefore in an appropriate court.

                       SHAREHOLDER PROPOSALS

Any shareholder proposing to have any appropriate matter brought 
before 
the next annual meeting of shareholders must submit such proposal in 
accordance with the proxy rules of the Securities and Exchange 
Commission.  Such proposals should be sent to the Corporate 
Secretary, 
Classic Restaurants International, Inc., 3500 Parkway Lane, Suite 
435, 
Norcross, Georgia  30092, for receipt no later than May 31, 1998.



                             APPENDIX A

          COLORADO STATUTORY PROVISIONS ON DISSENTER'S RIGHTS

s 7-113-101. Definitions

 For purposes of this article:  (1) "Beneficial shareholder" means 
the 
beneficial owner of shares held in a voting trust or by a nominee as 
the record shareholder.  (2) "Corporation" means the issuer of the 
shares held by a dissenter before the corporate action, or the 
surviving or acquiring  domestic or foreign corporation, by merger 
or 
share exchange of that issuer.  (3) "Dissenter" means a shareholder 
who 
is entitled to dissent from corporate action under section 7-113-102 
and who exercises  that right at the time and in the manner required 
by 
part 2 of this article.  (4) "Fair value", with respect to a 
dissenter's shares, means the value of the shares immediately before 
the effective date of the  corporate action to which the dissenter 
objects, excluding any appreciation or depreciation in anticipation 
of 
the corporate action  except to the extent that exclusion would be 
inequitable.  (5) "Interest" means interest from the effective date 
of 
the corporate action until the date of payment, at the average rate  
currently paid by the corporation on its principal bank loans or, if 
none, at the legal rate as specified in section 5-12-101,  C.R.S.  
(6) 
"Record shareholder" means the person in whose name shares are 
registered in the records of a corporation or the beneficial  owner 
of 
shares that are registered in the name of a nominee to the extent 
such 
owner is recognized by the corporation as the  shareholder as 
provided 
in section 7-107-204.  (7) "Shareholder" means either a record 
shareholder or a beneficial shareholder.

s 7-113-102. Right to dissent

 (1) A shareholder, whether or not entitled to vote, is entitled to 
dissent and obtain payment of the fair value of the  shareholder's 
shares in the event of any of the following corporate actions:  (a) 
Consummation of a plan of merger to which the corporation is a party 
if:  (I) Approval by the shareholders of that corporation is 
required 
for the merger by section 7-111-103 or 7-111-104 or by the  articles 
of 
incorporation; or  (II) The corporation is a subsidiary that is 
merged 
with its parent corporation under section 7-111-104;  (b) 
Consummation 
of a plan of share exchange to which the corporation is a party as 
the 
corporation whose shares will be acquired;  (c) Consummation of a 
sale, 
lease, exchange, or other disposition of all, or substantially all, 
of 
the property of the corporation  for which a shareholder vote is 
required under section 7-112-102(1);  and  (d) Consummation of a 
sale, 
lease, exchange, or other disposition of all, or substantially all, 
of 
the property of an entity  controlled by the corporation if the 
shareholders of the corporation were entitled to vote upon the 
consent 
of the corporation to  the disposition pursuant to section 7-112-
102(2).  
(1.3) A shareholder is not entitled to dissent and obtain payment, 
under subsection (1) of this section, of the fair value of the 
shares 
of any class or series of shares which either were listed on a 
national 
securities exchange registered under the federal  "Securities 
Exchange 
Act of 1934", as amended, or on the national market system of the 
national association of securities  dealers automated quotation 
system, 
or were held of record by more than two thousand shareholders, at 
the 
time of:  (a) The record date fixed under section 7-107-107 to 
determine the shareholders entitled to receive notice of the 
shareholders'  meeting at which the corporate action is submitted to 
a 
vote;  (b) The record date fixed under section 7-107-104 to 
determine 
shareholders entitled to sign writings consenting to the corporate  
action;  or  (c) The effective date of the corporate action if the 
corporate action is authorized other than by a vote of shareholders.  
(1.8) The limitation set forth in subsection (1.3) of this section 
shall not apply if the shareholder will receive for the  
shareholder's 
shares, pursuant to the corporate action, anything except:  (a) 
Shares 
of the corporation surviving the consummation of the plan of merger 
or 
share exchange;  (b) Shares of any other corporation which at the 
effective date of the plan of merger or share exchange either will 
be 
listed on a  national securities exchange registered under the 
federal 
"Securities Exchange Act of 1934", as amended, [FN1] or on the 
national  
market system of the national association of securities dealers 
automated quotation system, or will be held of record by more than  
two 
thousand shareholders;  (c) Cash in lieu of fractional shares;  or  
(d) 
Any combination of the foregoing described shares or cash in lieu of 
fractional shares.  (2) Deleted by Laws 1996, H.B.96-1285, s 30, 
eff. 
June 1, 1996.  (2.5) A shareholder, whether or not entitled to vote, 
is 
entitled to dissent and obtain payment of the fair value of the  
shareholder's shares in the event of a reverse split that reduces 
the 
number of shares owned by the shareholder to a fraction of a  share 
or 
to scrip if the fractional share or scrip so created is to be 
acquired 
for cash or the scrip is to be voided under section  7-106-104.  (3) 
A 
shareholder is entitled to dissent and obtain payment of the fair 
value 
of the shareholder's shares in the event of any  corporate action to 
the extent provided by the bylaws or a resolution of the board of 
directors.  (4) A shareholder entitled to dissent and obtain payment 
for the shareholder's shares under this article may not challenge 
the  
corporate action creating such entitlement unless the action is 
unlawful or fraudulent with respect to the shareholder or the  
corporation.

s 7-113-103. Dissent by nominees and beneficial owners

 (1) A record shareholder may assert dissenters' rights as to fewer 
than all the shares registered in the record shareholder's name  
only 
if the record shareholder dissents with respect to all shares 
beneficially owned by any one person and causes the corporation  to 
receive written notice which states such dissent and the name, 
address, 
and federal taxpayer identification number, if any, of  each person 
on 
whose behalf the record shareholder asserts dissenters' rights.  The 
rights of a record shareholder under this  subsection (1) are 
determined as if the shares as to which the record shareholder 
dissents 
and the other shares of the record  shareholder were registered in 
the 
names of different shareholders.  (2) A beneficial shareholder may 
assert dissenters' rights as to the shares held on the beneficial 
shareholder's behalf only if:  (a) The beneficial shareholder causes 
the corporation to receive the record shareholder's written consent 
to 
the dissent not later  than the time the beneficial shareholder 
asserts 
dissenters' rights;  and  (b) The beneficial shareholder dissents 
with 
respect to all shares beneficially owned by the beneficial 
shareholder.  
(3) The corporation may require that, when a record shareholder 
dissents with respect to the shares held by any one or more  
beneficial 
shareholders, each such beneficial shareholder must certify to the 
corporation that the beneficial shareholder and the  record 
shareholder 
or record shareholders of all shares owned beneficially by the 
beneficial shareholder have asserted, or will  timely assert, 
dissenters' rights as to all such shares as to which there is no 
limitation on the ability to exercise dissenters'  rights.  Any such 
requirement shall be stated in the dissenters' notice given pursuant 
to 
section 7-113-203.

s 7-113-201. Notice of dissenters' rights

 (1) If a proposed corporate action creating dissenters' rights 
under 
section 7-113-102 is submitted to a vote at a shareholders'  
meeting, 
the notice of the meeting shall be given to all shareholders, 
whether 
or not entitled to vote. The notice shall state that  shareholders 
are 
or may be entitled to assert dissenters' rights under this article 
and 
shall be accompanied by a copy of this  article and the materials, 
if 
any, that, under articles 101 to 117 of this title, are required to 
be 
given to shareholders entitled  to vote on the proposed action at 
the 
meeting.  Failure to give notice as provided by this subsection (1) 
shall not affect any  action taken at the shareholders' meeting for 
which the notice was to have been given, but any shareholder who was 
entitled to  dissent but who was not given such notice shall not be 
precluded from demanding payment for the shareholder's shares under 
this  article by reason of the shareholder's failure to comply with 
the 
provisions of section 7- 113-202(1).  (2) If a proposed corporate 
action creating dissenters' rights under section 7-113-102 is 
authorized without a meeting of  shareholders pursuant to section 7-
107-104, any written or oral solicitation of a shareholder to 
execute a 
writing consenting to  such action contemplated in section 7-107-104 
shall be accompanied or preceded by a written notice stating that 
shareholders are or  may be entitled to assert dissenters' rights 
under 
this article, by a copy of this article, and by the materials, if 
any, 
that,  under articles 101 to 117 of this title, would have been 
required to be given to shareholders entitled to vote on the 
proposed  
action if the proposed action were submitted to a vote at a 
shareholders' meeting.  Failure to give notice as provided by this  
subsection (2) shall not affect any action taken pursuant to section 
7-
107-104 for which the notice was to have been given, but any  
shareholder who was entitled to dissent but who was not given such 
notice shall not be precluded from demanding payment for the  
shareholder's shares under this article by reason of the 
shareholder's 
failure to comply with the provisions of section 7-  113-202(2).

s 7-113-202. Notice of intent to demand payment

 (1) If a proposed corporate action creating dissenters' rights 
under 
section 7-113-102 is submitted to a vote at a shareholders'  meeting 
and if notice of dissenters' rights has been given to such 
shareholder 
in connection with the action pursuant to section  7-113-201(1), a 
shareholder who wishes to assert dissenters' rights shall:  (a) 
Cause 
the corporation to receive, before the vote is taken, written notice 
of 
the shareholder's intention to demand payment  for the shareholder's 
shares if the proposed corporate action is effectuated;  and  (b) 
Not 
vote the shares in favor of the proposed corporate action.  (2) If a 
proposed corporate action creating dissenters' rights under section 
7-
113-102 is authorized without a meeting of  shareholders pursuant to 
section 7-107-104 and if notice of dissenters' rights has been given 
to 
such shareholder in connection  with the action pursuant to section 
7-
113-201(2) a shareholder who wishes to assert dissenters' rights 
shall 
not execute a writing  consenting to the proposed corporate action.  
(3) A shareholder who does not satisfy the requirements of 
subsection 
(1) or  (2) of this section is not entitled to demand  payment for 
the 
shareholder's shares under this article. 

s 7-113-203. Dissenters' notice

 (1) If a proposed corporate action creating dissenters' rights 
under 
section 7-113-102 is authorized, the corporation shall give a  
written 
dissenters' notice to all shareholders who are entitled to demand 
payment for their shares under this article.  (2) The dissenters' 
notice required by subsection (1) of this section shall be given no 
later than ten days after the effective  date of the corporate 
action 
creating dissenters' rights under section 7-113-102 and shall:  (a) 
State that the corporate action was authorized and state the 
effective 
date or proposed effective date of the corporate action;  (b) State 
an 
address at which the corporation will receive payment demands and 
the 
address of a place where certificates for  certificated shares must 
be 
deposited;  (c) Inform holders of uncertificated shares to what 
extent 
transfer of the shares will be restricted after the payment demand 
is  
received;  (d) Supply a form for demanding payment, which form shall 
request a dissenter to state an address to which payment is to be 
made;  
(e) Set the date by which the corporation must receive the payment 
demand and certificates for certificated shares, which date  shall 
not 
be less than thirty days after the date the notice required by 
subsection (1) of this section is given;  (f) State the requirement 
contemplated in section 7-113-103(3), if such requirement is 
imposed;  
and  (g) Be accompanied by a copy of this article. 

s 7-113-204. Procedure to demand payment

 (1) A shareholder who is given a dissenters' notice pursuant to 
section 7-113- 203 and who wishes to assert dissenters' rights  
shall, 
in accordance with the terms of the dissenters' notice:  (a) Cause 
the 
corporation to receive a payment demand, which may be the payment 
demand form contemplated in section  7-113-203(2)(d), duly 
completed, 
or may be stated in another writing;  and  (b) Deposit the 
shareholder's certificates for certificated shares.  (2) A 
shareholder 
who demands payment in accordance with subsection (1) of this 
section 
retains all rights of a shareholder,  except the right to transfer 
the 
shares, until the effective date of the proposed corporate action 
giving rise to the shareholder's  exercise of dissenters' rights and 
has only the right to receive payment for the shares after the 
effective date of such corporate  action.  (3) Except as provided in 
section 7-113-207 or 7-113-209(1)(b), the demand for payment and 
deposit of certificates are irrevocable.  (4) A shareholder who does 
not demand payment and deposit the shareholder's share certificates 
as 
required by the date or dates  set in the dissenters' notice is not 
entitled to payment for the shares under this article.

s 7-113-205. Uncertificated shares

 (1) Upon receipt of a demand for payment under section 7-113-204 
from 
a shareholder holding uncertificated shares, and in lieu of  the 
deposit of certificates representing the shares, the corporation may 
restrict the transfer thereof.  (2) In all other respects, the 
provisions of section 7-113-204 shall be applicable to shareholders 
who 
own uncertificated shares.

s 7-113-206. Payment

 (1) Except as provided in section 7-113-208, upon the effective 
date 
of the corporate action creating dissenters' rights under section 7-
113-102 or upon receipt of a payment demand pursuant to section 7-
113-
204, whichever is later, the corporation shall pay each dissenter 
who 
complied with section 7-113-204, at the address stated in the 
payment 
demand, or if no such address is stated in  the payment demand, at 
the 
address shown on the corporation's current record of shareholders 
for 
the record shareholder holding the  dissenter's shares, the amount 
the 
corporation estimates to be the fair value of the dissenter's 
shares, 
plus accrued interest.  (2) The payment made pursuant to subsection 
(1) 
of this section shall be accompanied by:  (a) The corporation's 
balance 
sheet as of the end of its most recent fiscal year or, if that is 
not 
available, the corporation's  balance sheet as of the end of a 
fiscal 
year ending not more than sixteen months before the date of payment, 
an 
income statement  for that year, and, if the corporation customarily 
provides such statements to shareholders, a statement of changes in  
shareholders' equity for that year and a statement of cash flow for 
that year, which balance sheet and statements shall have been  
audited 
if the corporation customarily provides audited financial statements 
to 
shareholders, as well as the latest available  financial statements, 
if 
any, for the interim or full-year period, which financial statements 
need not be audited;  (b) A statement of the corporation's estimate 
of 
the fair value of the shares;  (c) An explanation of how the 
interest 
was calculated;  (d) A statement of the dissenter's right to demand 
payment under section 7- 113-209;  and  (e) A copy of this article.

s 7-113-207. Failure to take action

 (1) If the effective date of the corporate action creating 
dissenters' 
rights under section 7-113-102 does not occur within sixty days 
after 
the date set by the corporation by which the corporation must 
receive 
the payment demand as provided in section  7-113-203, the 
corporation 
shall return the deposited certificates and release the transfer 
restrictions imposed on uncertificated  shares.  (2) If the 
effective 
date of the corporate action creating dissenters' rights under 
section 
7-113-102 occurs more than sixty days after the date set by the 
corporation by which the corporation must receive the payment demand 
as 
provided in section 7-113-203, then the corporation shall send a new 
dissenters' notice, as provided in section 7-113-203, and the 
provisions of sections  7-113-204 to 7-113-209 shall again be 
applicable.

s 7-113-208. Special provisions relating to shares acquired after 
announcement of proposed corporate action

 (1) The corporation may, in or with the dissenters' notice given 
pursuant to section 7-113-203, state the date of the first  
announcement to news media or to shareholders of the terms of the 
proposed corporate action creating dissenters' rights under  section 
7-
113-102 and state that the dissenter shall certify in writing, in or 
with the dissenter's payment demand under section  7-113-204, 
whether 
or not the dissenter (or the person on whose behalf dissenters' 
rights 
are asserted) acquired beneficial  ownership of the shares before 
that 
date. With respect to any dissenter who does not so certify in 
writing, 
in or with the payment  demand, that the dissenter or the person on 
whose behalf the dissenter asserts dissenters' rights acquired 
beneficial ownership of  the shares before such date, the 
corporation 
may, in lieu of making the payment provided in section 7-113-206, 
offer 
to make such  payment if the dissenter agrees to accept it in full 
satisfaction of the demand.  (2) An offer to make payment under 
subsection (1) of this section shall include or be accompanied by 
the 
information required by  section 7-113-206(2).

s 7-113-209. Procedure if dissenter is dissatisfied with payment or 
offer

 (1) A dissenter may give notice to the corporation in writing of 
the 
dissenter's estimate of the fair value of the dissenter's  shares 
and 
of the amount of interest due and may demand payment of such 
estimate, 
less any payment made under section 7-113-206, or  reject the 
corporation's offer under section 7-113-208 and demand payment of 
the 
fair value of the shares and interest due, if:  (a) The dissenter 
believes that the amount paid under section 7-113-206 or offered 
under 
section 7-113-208 is less than the fair  value of the shares or that 
the interest due was incorrectly calculated;  (b) The corporation 
fails 
to make payment under section 7-113-206 within sixty days after the 
date set by the corporation by which  the corporation must receive 
the 
payment demand;  or  (c) The corporation does not return the 
deposited 
certificates or release the transfer restrictions imposed on 
uncertificated  shares as required by section 7-113-207(1).  (2) A 
dissenter waives the right to demand payment under this section 
unless 
the dissenter causes the corporation to receive the  notice required 
by 
subsection (1) of this section within thirty days after the 
corporation 
made or offered payment for the  dissenter's shares.

s 7-113-301. Court action

 (1) If a demand for payment under section 7-113-209 remains 
unresolved, the corporation may, within sixty days after receiving 
the  
payment demand, commence a proceeding and petition the court to 
determine the fair value of the shares and accrued interest.  If  
the 
corporation does not commence the proceeding within the sixty-day 
period, it shall pay to each dissenter whose demand remains  
unresolved 
the amount demanded.  (2) The corporation shall commence the 
proceeding 
described in subsection (1) of this section in the district court of 
the county  in this state where the corporation's principal office 
is 
located or, if the corporation has no principal office in this 
state, 
in  the district court of the county in which its registered office 
is 
located.  If the corporation is a foreign corporation without a  
registered office, it shall commence the proceeding in the county 
where 
the registered office of the domestic corporation merged  into, or 
whose shares were acquired by, the foreign corporation was located.  
(3) The corporation shall make all dissenters, whether or not 
residents 
of this state, whose demands remain unresolved parties to  the 
proceeding commenced under subsection (2) of this section as in an 
action against their shares, and all parties shall be served  with a 
copy of the petition.  Service on each dissenter shall be by 
registered 
or certified mail, to the address stated in such  dissenter's 
payment 
demand, or if no such address is stated in the payment demand, at 
the 
address shown on the corporation's  current record of shareholders 
for 
the record shareholder holding the dissenter's shares, or as 
provided 
by law.  (4) The jurisdiction of the court in which the proceeding 
is 
commenced under subsection (2) of this section is plenary and  
exclusive.  The court may appoint one or more persons as appraisers 
to 
receive evidence and recommend a decision on the question of  fair 
value.  The appraisers have the powers described in the order 
appointing them, or in any amendment to such order.  The parties  to 
the proceeding are entitled to the same discovery rights as parties 
in 
other civil proceedings.  (5) Each dissenter made a party to the 
proceeding commenced under subsection  (2) of this section is 
entitled 
to judgment for the  amount, if any, by which the court finds the 
fair 
value of the dissenter's shares, plus interest, exceeds the amount 
paid 
by the  corporation, or for the fair value, plus interest, of the 
dissenter's shares for which the corporation elected to withhold 
payment  under section 7-113-208.

s 7-113-302. Court costs and counsel fees

 (1) The court in an appraisal proceeding commenced under section 7-
113-301 shall determine all costs of the proceeding, including  the 
reasonable compensation and expenses of appraisers appointed by the 
court.  The court shall assess the costs against the  corporation;  
except that the court may assess costs against all or some of the 
dissenters, in amounts the court finds equitable,  to the extent the 
court finds the dissenters acted arbitrarily, vexatiously, or not in 
good faith in demanding payment under  section 7-113-209.  (2) The 
court may also assess the fees and expenses of counsel and experts 
for 
the respective parties, in amounts the court finds  equitable:  (a) 
Against the corporation and in favor of any dissenters if the court 
finds the corporation did not substantially comply with  the 
requirements of part 2 of this article;  or  (b) Against either the 
corporation or one or more dissenters, in favor of any other party, 
if 
the court finds that the party  against whom the fees and expenses 
are 
assessed acted arbitrarily, vexatiously, or not in good faith with 
respect to the rights  provided by this article.  (3) If the court 
finds that the services of counsel for any dissenter were of 
substantial benefit to other dissenters similarly  situated, and 
that 
the fees for those services should not be assessed against the 
corporation, the court may award to said counsel  reasonable fees to 
be 
paid out of the amounts awarded to the dissenters who were 
benefitted.


                             APPENDIX B

                               PROXY
               CLASSIC RESTAURANTS INTERNATIONAL, INC.
              PROXY SOLICITED BY THE BOARD OF DIRECTORS 
                  FOR SPECIAL MEETING OF SHAREHOLDERS

                       To Be Held April 6, 1998

	The undersigned hereby constitutes and appoints James Robert 
Shaw 
and Frank Pringle, and each of them, the true and lawful attorneys 
and 
proxies of the undersigned with full power of substitution and 
appointment, for and in the name, place, and stead of the 
undersigned 
to act for and to vote all of the undersigned's shares of common 
stock 
of Classic Restaurants International, Inc. (the "Company") at the 
Special Meeting of Shareholders to be held on April 6, 1998, at 
10:00 
p.m., Eastern Time, at the offices of Mottern, Fisher & Rosenthal, 
P.C., 3500 Parkway Lane, Suite 435, Tucker, Georgia 30084, and at 
any 
and all adjournments thereof, for the purpose of considering and 
acting 
upon:

	(1) 	To consider and vote upon a proposal to change the 
Company's 
state of incorporation by merging the Company with and into Creative 
Recycling Industries, Inc. ("CRI"), a Georgia corporation and a 
wholly 
owned subsidiary of the Company, pursuant to an Agreement and Plan 
of 
Merger (the "Agreement") dated March 13, 1998, under which each 
holder 
of common and preferred stock of the Company will receive, in 
exchange 
for such stock, one share of common or preferred stock in CRI which 
has 
the same rights, priorities, characteristics and preferences as the 
stock which the holder owns in the Company:

		____ For     ____ Against      ____ Abstain

	(2)	In their discretion, the proxies are authorized to vote 
upon 
such other business as many properly come before the meeting.

	THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED 
BY 
THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS GIVEN, THEN THE 
SHARES 
REPRESENTED BY THIS PROXY WILL BE VOTED FOR  PROPOSALS 1 and 2.

	It is understood that this Proxy confers discretionary 
authority in 
respect to matters not known or determined at the time of mailing of 
the Notice of Annual Meeting of Shareholders to the undersigned.  
THE 
PROXIES AND ATTORNEYS INTEND TO VOTE THE SHARES REPRESENTED BY THIS 
PROXY ON SUCH MATTERS, IF ANY, AS DETERMINED BY THE BOARD OF 
DIRECTORS.

	The Undersigned hereby acknowledges receipt of the Notice of 
Special Meeting of Shareholders and the Proxy Statement furnished 
therewith.

Dated and signed ____________, 1998.
			

                              ___________________________

                              ___________________________
                              SIGNATURE OF SHAREHOLDER(S)
                              (Signature(s) should agree with 
                               the name(s) stenciled hereon. 
                               Executors, administrators, trustees,
                               guardians, and attorneysshould 
                               indicate when signing. Attorneys 
                               should submit powers of attorney.)
	
									
PLEASE SIGN AND RETURN THIS PROXY IN THE POSTAGE PREPAID ENVELOPE 
PROVIDED.  THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE 
IN 
PERSON IF YOU ATTEND THE MEETING.  PROXIES MUST BE SIGNED AND DATED 
IN 
ORDER TO BE VALID.