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 (1) a 1-for-4  reverse  split of the  Corporation's  common
     stock be  carried  out to be  effective  no  later  than 60  calendar  days
     following a hearing  before  Nasdaq at which a reverse split is proposed to
     remedy the failure to satisfy Nasdaqs  minimum bid price  requirement with
     the actual  record date and payment  date to be fixed by the  Corporation's
     President  and Chief  Executive  Officer,  Robert  Spivak,  (2)  Securities
     Transfer Corp.,  the  Corporation's  transfer agent, be appointed  Exchange
     Agent to carry out the reverse  stock  split,  and (3) the  officers of the
     Corporation are hereby authorized and directed to take such actions as they
     may deem appropriate to effect the reverse stock split.

     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  a  1-for-4  reverse  split  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 eight  million five hundred
     thousand(8,500,000)  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)  seven   million   five   hundred
     thousand(7,500,000)  shares of common  stock,  par value  $.00004 per share
     (hereinafter referred to as "Common Stock")."

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     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.

     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 August 9, 1999.

     IN WITNESS  WHEREOF,  said  Corporation  has caused this  certificate to be
signed  by  its   President   and  attested  by  its   Secretary   this  day  of
              , 1999.
--------------

                                        GRILL CONCEPTS, INC.


                                        By:
                                           -------------------------------
                                           Robert Spivak, President


ATTEST:


By:
   --------------------------------
   Michael Weinstock,
   Secretary


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