1
                                                                     Exhibit 4.3

                            MONRO MUFFLER BRAKE, INC.
                    NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                       AMENDMENT, dated as of May 18, 1999


                   WHEREAS, Monro Muffler Brake, Inc., a New York corporation
(the "Corporation"), established on August 1, 1994, the Monro Muffler Brake,
Inc. Non-Employee Directors' Stock Option Plan (the "Directors' Plan"); and


                   WHEREAS, in order to maintain the benefits of the incentive
inherent in increased ownership of the Corporation's common stock, par value
$.01 per share ("Common Stock"), by members of the Corporation's Board of
Directors who are not employees of the Corporation or its subsidiaries, the
Board of Directors of the Corporation desires to increase the amount of shares
of Common Stock authorized for awards under the Directors' Plan, pursuant to the
exercise of stock options, from 135,102 (as restated to give effect to the 5%
stock dividends paid August 1995, August 1996, August 1997 and June 1998) to
200,102;

                   NOW, THEREFORE, subject to ratification by the shareholders
of the Corporation, the Directors' Plan is hereby amended as follows:

                   1. By deleting "125,637 shares" from Section 3 of the
Directors' Plan and inserting in its place "200,102 shares".


                   2. Except as hereinabove amended, the Directors' Plan shall
remain in full force and effect.



Dated approved by

         Board of Directors - May 18, 1999
         Shareholders - August 2, 1999