AMENDED AND RESTATED
 BY-LAWS
 OF

FAMOUS DAVES OF AMERICA, INC.
 ARTICLE 1
 OFFICES
 Registered Office
 Offices
 ARTICLE 2
 CORPORATE SEAL
 Corporate Seal
 ARTICLE 3
 SHAREHOLDERS
 Regular Meetings




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Special Meeting
 Quorum
 Voting
 Notice of Meeting
 Proxies
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Closing Transfer Books
 Record Date
 Presiding Officer
 Written Action by Shareholders
 Meeting by Remote Communications
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Business Proposed by Shareholders
  provided however
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ARTICLE 4
 DIRECTORS
 General Powers
 Number
 Qualifications and Nominations
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provided however
  Term of Office
 Quorum
 6




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Action of Directors
 Meetings
 Meeting by Remote Communications
 Compensation
 Committee
 Action by Absent Director
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Removal of Directors by Board of Directors
 Vacancies
 Written Action by Less than All of the Directors
 Dissent from Action
 ARTICLE 5
 OFFICERS
 Election of Officers
 Term of Office
 Chief Executive Officer
 (a)
    
    Have general active management of the business of the
Corporation;
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(b)
    
    When present, preside at all meetings of the shareholders;(c)
    
    When present, and if there is not a Chairman of the Board,
preside at all meetings of the Board of Directors;(d)
    
    See that all orders and resolutions of the Board of Directors
are carried into effect;(e)
    
    Sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business of
the Corporation, except in cases in which the authority to sign and deliver is
required by law to be exercised by another person or is expressly delegated by
the Articles of Incorporation or By-Laws or by the Board of Directors to some
other officer or agent of the Corporation;(f)
    
    Maintain records of and, whenever necessary, certify all
proceedings of the Board of Directors and the shareholders; and(g)
    
    Perform all other duties prescribed by the Board of Directors.
  Chief Financial Officer
 (a)
    
    Keep accurate financial records for the Corporation;(b)
    
    Deposit all money, drafts and checks in the name of and to the
credit of the Corporation in the banks and depositories designated by the Board
of Directors;(c)
    
    Endorse for deposit all notes, checks and drafts received by
the Corporation as ordered by the Board of Directors, making proper vouchers
therefor;(d)
    
    Disburse corporate funds and issue checks and drafts in the
name of the Corporation, as ordered by the Board of Directors;(e)
    
    Render to the Chief Executive Officer and the Board of
Directors, whenever requested, an account of all transactions by the Chief
Financial Officer and of the financial condition of the Corporation;
and(f)
    
    Perform all other duties prescribed by the Board of Directors
or by the Chief Executive Officer.
 Vice President
 Secretary
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Chairman of the Board
 Assistant Officers
 ARTICLE 6
 INDEMNIFICATION
  ARTICLE 7
 SHARES AND THEIR TRANSFER
 Certificates of Shares
 Uncertificated Shares
 Issuance of Shares
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Transfer of Shares
 Lost Certificates
 Transfer Agent and Registrar
 Facsimile Signature
 ARTICLE 8
 FINANCIAL AND PROPERTY MANAGEMENT
 Checks
 Deposits
 Voting Securities Held by Corporation
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ARTICLE 9
 AMENDMENTS
  Date of Adoption: November 4, 2008
    /s/ Diana G. PurcelDiana G. Purcel, Secretary 12