CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              GRILL CONCEPTS, INC.

                                 * * * * * * * *

         GRILL CONCEPTS, INC., a corporation organized and existing under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"),  in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, does hereby certify:

         FIRST:  That at a meeting of the Board of Directors of the  Corporation
resolutions were duly adopted  summarizing a proposed  amendment to the Restated
Certificate of Incorporation of said Corporation, declaring said amendment to be
advisable  and calling a meeting of the  Stockholders  of said  Corporation  for
consideration thereof. The resolutions summarizing the proposed amendment are as
follows:

         RESOLVED,  that  the  Corporation's  Certificate  of  Incorporation  be
         amended to increase  the number of  authorized  shares of common  stock
         from 7,500,000 to 12,000,000.

         SECOND: That, in accordance with the resolution set forth in ONE above,
paragraph FOURTH of the Corporation's Restated Certificate of Incorporation,  as
amended,  be amended to give effect to an increase in the  authorized  shares of
the Corporation's common stock and to read in full as follows:

                  "Fourth:  The  aggregate  number of shares of all  classes  of
                  stock which the  Corporation  shall have authority to issue is
                  thirteen million  (13,000,000)  shares,  consisting of (a) one
                  million (1,000,000) shares of preferred stock, par value $.001
                  per share (hereinafter  referred to as "Preferred Stock"); and
                  (b) twelve million  (12,000,000)  shares of common stock,  par
                  value  $.00004 per share  (hereinafter  referred to as "Common
                  Stock")."

         THIRD:  That  thereafter,  pursuant  to  resolution  of  its  Board  of
Directors,  an annual meeting of the  stockholders of said  corporation was duly
called and held,  upon  notice in  accordance  with  Section  222 of the General
Corporation  Law of the State of Delaware at which meeting the necessary  number
of shares as required by statute were voted in favor of the amendment.
<PAGE>

     FOURTH:  That  said  amendment  was duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     FIFTH:  This  amendment  shall become  effective on the date filed with the
State of Delaware.

     IN WITNESS  WHEREOF,  said  Corporation  has caused this  certificate to be
signed by its  President  and  attested by its  Secretary  this 3rd day of July,
2001.

                                                      GRILL CONCEPTS, INC.


                                                 By: /s/
                                                    ----------------------------
                                                    Robert Spivak, President

ATTEST:


By:/s/
   ---------------------
   Michael Weinstock,
   Secretary