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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 29, 1996


                         VOLUNTEER CAPITAL CORPORATION
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             (Exact name of registrant as specified in its charter)


          Tennessee                      1-8766                   62-0854056
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(State or other jurisdiction    (Commission File Number)       (I.R.S. Employer
of incorporation)                                            Identification No.)

P.O. Box 24300, 3401 West End Avenue, Nashville, TN                 37203
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(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (615) 269-1900


                                 Not Applicable
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         (Former name or former address, if changed since last report)
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ITEM 5.  OTHER EVENTS

         Pursuant to Securities Act Release No. 6867, Exchange Act Release No.
28094, the undersigned Registrant hereby undertakes, with respect to the
Registration Statement on Form S-8 of Volunteer Capital Corporation 1982
Employee Stock Purchase Plan, Commission File No. 2-78139 (the "Registration
Statement"):

         (a)     (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

                 (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement.

                 (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement.

provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)     That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.



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                 (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


Exhibits

    Ex. 10           Amended and Restated 1982 Employee Stock Purchase Plan





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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   VOLUNTEER CAPITAL CORPORATION


Date: March 29, 1996                               By:  /s/ R. Gregory Lewis
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