UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MORRISON RESTAURANTS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
618478-10-8
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act, but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 618478-10-8 13G Page 1 of 1
1) Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
ARTHUR R. OUTLAW
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
United States of America
Number of (5) Sole Voting Power 531,172
Shares
Beneficially (6) Shared Voting Power *None
Owned by
Each (7) Sole Dispositive Power 531,172
Reporting
Person With (8) Shared Dispositive Power *None
9) Aggregate Amount Beneficially Owned by Each Reporting Person
531,172
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[X] (See Instructions)
See Item 4
11) Percent of Class Represented by Amount in Row (9)
5.8%
12) Type of Reporting Person (See Instructions)
IN
Item 1(a). Name of Issuer:
MORRISON RESTAURANTS INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
4893 Riverdale Road
Atlanta, GA 30337
Item 2(a). Name of Person Filing:
Arthur R. Outlaw
Item 2(b). Address of Principal Business Office or, if None, Residence:
4721 Morrison Drive
Mobile, AL 36609
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
$.01 Par Common
Item 2(e). CUSIP Number:
618478-10-8
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person is filing is a:
N/A
Item 4. Ownership:
(a) Amount beneficially owned: 531,172
(b) Percent of class: 5.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 531,172
(ii) Shared power to vote or to direct the vote: *None
(iii)Sole power to dispose or to direct the disposition
of: 531,172
(iv) Shared power to dispose or to direct the
disposition of: *None
*Mr. Outlaw's wife individually owns 12,427 shares. Mr. Outlaw
has no voting or investment power with regard to such shares
and he disclaims any beneficial ownership to such shares.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and classification of the subsidiary which
acquired the security being reported on by the parent
holding company.
N/A
Item 8. Identification and classification of the Members of the group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement,
is true, complete and correct.
Date: February 14, 1998
Signature: /s/ Arthur R. Outlaw
Name/Title: ARTHUR R. OUTLAW
