PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JULY 25, 1997)

                              2,300,000 Securities
                             Apple South Financing I
                   $3.50 Term Convertible Securities, Series A
                                  ("TECONS")(SM)
       (Liquidation preference $50 per security) fully and unconditionally
              guaranteed by, and convertible into Common Stock of,

                                Apple South, Inc.

         The Prospectus, dated July 25, 1997 (the "Prospectus"), relating to the
offering for resale of up to 2,300,000 $3.50 Term Convertible Securities, Series
A (the "TECONS"), liquidation preference $50 per security, issued by Apple South
Financing I, a statutory  business  trust created under the laws of the State of
Delaware,   which  were  issued  and  sold  in  transactions   exempt  from  the
registration  requirements of the Securities Act of 1933, as amended,  is hereby
supplemented as set forth below.

         The table on pages 54 and 55 of the  Prospectus  (the "Table of Selling
Holders"),  which sets forth information with respect to the Selling Holders (as
defined in the  Prospectus)  and the  respective  number of TECONS  beneficially
owned by each  Selling  Holder  that may be offered  for resale  pursuant to the
Prospectus is hereby supplemented as follows:

     1) Toronto Dominion (New York), Inc. is added to the Table of
Selling Holders with the number of TECONS owned of 55,000.

   
           THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 18, 1999