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                                  EXHIBIT 4.4

                                AMENDMENT NO. 1
                                     TO THE
                            NATIONAL BEVERAGE CORP.
                             OMNIBUS INCENTIVE PLAN


         The following amendments to the National Beverage Corp. Omnibus
Incentive Plan (the "Plan") were adopted by the Board of Directors of the
Company and approved by the stockholders of the Company at the Annual Meeting
of Shareholders held on September 22, 1995:

         1.      The term "Key Employee" as contained in Section 2(j) of the
                 Plan is amended in its entirety to read as follows:

                          "(j)    Key Employee shall mean (i) any officer,
                          director or other key employee who is a regular
                          full-time employee of the Company or its present and
                          future Affiliates, or (ii) any consultant or advisor
                          providing bona-fide services to the Company or its
                          present and future Affiliates not in connection with
                          capital raising transactions."

         2.      Section 4(a)(i) of the Plan is amended in its entirety to read
                 as follows:

                          "(i)    Limitation on Number of Shares.  Stock Awards
                          issuable under the Plan are limited such that the
                          maximum aggregate number of Shares which may be
                          issued pursuant to, or by reason of, Stock Awards is
                          700,000.  Stock-based Awards issuable under the Plan
                          are limited such that the maximum aggregate number of
                          Shares to which such Award relate or correspond is
                          700,000.  To the extent that an Award ceases to
                          remain outstanding by reason of termination of rights
                          granted thereunder, forfeiture or otherwise, the
                          shares subject to such an Award shall again become
                          available for Award under the Plan."

         3.      Section 5 of the Plan is amended to add at the end thereof the
                 following:

                          "No Participant shall be issued in excess of 350,000
                          Awards in any fiscal year."

         IN WITNESS WHEREOF, the undersigned certifies that this Amendment has
been duly adopted by the Board of Directors and Shareholders of the Company.



                                           /s/ Joseph G. Caporella 
                                           -------------------------------------
                                           JOSEPH G. CAPORELLA 
                                           Secretary