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                                                                   Exhibit 3(ii)

                                 RESTATED BYLAWS

                                       OF

                                 SHONEY'S, INC.


                                    ARTICLE I

                                     OFFICES

         The executive offices of the Corporation shall be in Davidson County,
Tennessee, but the Corporation may have other offices at such places as the
Board of Directors may from time to time decide or as the business of the
Corporation may require.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. Annual Meeting.  The annual meeting of the shareholders 
shall be held at the call of the Board of Directors on a date and at a time and
place, either within or without the State of Tennessee, as may be selected by
the Board of Directors.

         Section 2. Special Meeting. Special Meetings of the shareholders may be
called at any time by the Board of Directors, and shall be called by the Board
of Directors if the holders of at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation's Secretary one (1) or
more written demands for the meeting describing the purpose or purposes for
which it is to be held. The special meeting shall be held at such time and
place, either within or without the State of Tennessee, as is designated in the
call of the meeting by the Board of Directors. The Board of Directors shall fix
the record date (which shall be a future date) for a special meeting. If the
meeting is to be called by the Board of Directors pursuant to demands delivered
by the holders of at least ten percent (10%) of all votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting, then,
within 20 days after the date on which such demands are received, the Board of
Directors shall fix the record date. If no record date has been fixed by the
Board of Directors within 20 days of the date on which such demands are
received, the record date for the special meeting shall be the thirtieth day
after the date on which such demands were received.

         Any shareholder of record seeking to join with other shareholders in
demanding a special meeting shall, by written notice to the Secretary, request
the Board of Directors to fix a record date to determine the shareholders
entitled to demand a special meeting. The Board of Directors shall promptly, but
in all events within 15 days after the date on which such a request is received,


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adopt a resolution fixing the record date to determine the shareholders entitled
to demand a special meeting, which record date shall not exceed 30 days from the
date on which the request was received. If no record date has been fixed by the
Board of Directors within 15 days of the date on which such a request is
received, the record date for the determination of shareholders entitled to
demand a special meeting shall be the thirtieth day after the date on which such
request was received.

         Section 3. Notice of Meeting. Written notice stating the place, day and
hour of annual and special meetings of shareholders shall be given to each
shareholder, either personally or by mail to his or her last address of record
with the Corporation, not less than ten (10) days nor more than two (2) months
before the date of the meeting. Notice of any special meeting of shareholders
shall state the purpose or purposes for which the meeting is called. Notice of
any special meeting called pursuant to demands delivered by the holders of at
least ten percent (10%) of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting shall be given within
one month after the date the demands were delivered to the Corporation's
Secretary. Only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant to the
notice of meeting.

         Section 4. Voting. At all meetings of shareholders, all shareholders of
record shall be entitled to one vote for each share of stock standing in their
name and may vote either in person or by proxy. Proxies shall be filed with the
Secretary of the meeting before being voted or counted for the purpose of
determining the presence of a quorum.

         Section 5. Quorum. At all meetings of shareholders, a majority of the
outstanding shares of stock entitled to vote, represented in person or by proxy,
shall constitute a quorum for the transaction of business. Unless a greater vote
specifically is required by the Tennessee Business Corporation Act or the
Corporation's charter or bylaws, if a quorum is present at a meeting of the
Corporation's shareholders, a matter that may come before the meeting is adopted
if the number of votes cast in favor of the matter exceeds the number of votes
cast against the proposal. If, however, the required majority of the outstanding
shares of stock entitled to vote shall not be present or represented by proxy at
any meeting of the shareholders, the presiding officer or a majority of the
shares so represented may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the requisite number of shares
shall be represented so that any business may be transacted which might have
been transacted at the meeting as provided in the original notice.

         Section 6. Notice of Nominations. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors authorized to make such nominations or by any shareholder
entitled to vote in the election of Directors generally. Any such shareholder
nomination may be made, however, only if written notice of such nomination has
been given, either by personal delivery or the United States mail, postage
prepaid, to the Secretary of the Corporation not later than (a) with respect to
an election to be held at an annual meeting of shareholders, sixty days in
advance of the anniversary date of the proxy



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statement for the previous year's annual meeting, and (b) with respect to an
election to be held at a special meeting of shareholders for the election of
Directors called other than by written request of a shareholder, the close of
business on the tenth business day following the date on which notice of such
meeting is first given to shareholders, and (c) in the case of a special meeting
of shareholders duly called upon the written request of a shareholder to fill a
vacancy or vacancies (then existing or proposed to be created by removal at such
meeting), within ten business days of such written request. In the case of any
nomination by the Board of Directors or a committee appointed by the Board of
Directors authorized to make such nominations, compliance with the proxy rules
of the Securities and Exchange Commission shall constitute compliance with the
notice provisions of the preceding sentence.

         In the case of any nomination by a shareholder, each such notice shall
set forth: (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address, and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including without limitation
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected); and (b) as to the shareholder giving
the notice (i) the name and address, as they appear on the Corporation's books,
of such shareholder, and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder; and (c) a description of all
arrangements or understandings or material interests between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.

         Section 7. Notice of New Business. At an annual meeting of the
shareholders only such new business shall be conducted, and only such proposals
shall be acted upon, as have been properly brought before the meeting. To be
properly brought before the annual meeting such new business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a shareholder. For a proposal to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and the proposal and the shareholder must comply with Rule 14a-8 under the
Securities Exchange Act of 1934. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation within the time limits specified by Rule 14a-8.

         A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be




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brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such proposal.

         Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 7. The presiding officer of the meeting shall, if the
facts warrant, determine and declare to the meeting that new business or any
shareholder proposal was not properly brought before the meeting in accordance
with the provisions of this Section 7, and if he or she should so determine, he
or she shall so declare to the meeting and any such business or proposal not
properly brought before the meeting shall not be acted upon at the meeting. This
provision shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors and committees, but in
connection with such reports no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.

         Section 8. Inspectors of Election; Opening and Closing the Polls. The
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of shareholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of shareholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law.

         The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the shareholders will vote at a meeting.


                                   ARTICLE III

                                    DIRECTORS

         Section 1. Number and Qualifications. The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors
consisting of not less than seven and not more than twelve directors as such
number may be set by the Board of Directors from time to time. Directors need
not be residents of Tennessee or shareholders of the Corporation.



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         Section 2. Nominations by Shareholders. Shareholders who wish to 
nominate persons for election as Directors of the Corporation shall comply with
the requirements of Article II, Section 6 of these bylaws.

         Section 3. Election and Term of Office. The Directors shall be elected
at the annual meeting of shareholders; but if any such annual meeting is not
held or if the Directors are not elected at any such annual meeting, the
Directors may be elected at any special meeting of the shareholders. Directors
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present. The Directors shall
hold office until the next annual meeting of shareholders and thereafter until
their respective successors have been elected and qualified.

         Section 4. Meetings. Regular meetings of the Directors shall be held
quarterly and may be held without notice at such dates, places and times as may
be determined by the Board of Directors. Special meetings of the Directors may
be called at any time by the President or by any two Directors on at least
twenty-four (24) hours notice of the date, time, place and purpose of the
meeting sent by any usual means of communication. Notice of any such meeting may
be waived by the person or persons entitled thereto by signing a written waiver
of notice at any time before or after the meeting is completed. Attendance of a
Director at, or his or her participation in, a meeting shall constitute a waiver
of notice thereof unless the Director at the beginning of the meeting (or
promptly upon his or her arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. Any meeting of the Board of Directors may be held within
or without the State of Tennessee at such place as may be determined by the
person or persons calling the meeting.

         Section 5. Quorum and Voting. A majority of the total number of
Directors then in office immediately before the meeting shall constitute a
quorum for the transaction of business. The vote or action of a majority of the
Directors present at any meeting at which a quorum is present shall decide any
matter that may come properly before the meeting and shall be the act of the
Board unless otherwise specifically required by law or by express provision of
the charter or bylaws of the Corporation.

         Section 6. Action by Consent. Any action required or permitted to be
taken by the Directors of the Corporation may be taken without a meeting on
written consent, setting forth the action so taken, signed by all the Directors
entitled to vote thereon. Action taken by consent shall be effective when the
last Director signs the consent unless the consent specifies a later effective
date.

         Section 7. Vacancies. If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of Directors or a
vacancy resulting from the removal of a Director with or without cause, either
the shareholders or the Board of Directors may fill such vacancy. If the vacancy
is filled by the shareholders, it shall be filled by a plurality of the votes
cast at a meeting at which a quorum is present. If the Directors remaining in
office



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constitute fewer than a quorum of the Board of Directors, they may fill such
vacancy by the affirmative vote of a majority of all the Directors remaining in
office.

         Section 8. Removal and Resignation. Any or all of the Directors may be
removed with or without cause, at any time, by vote of the shareholders at a
meeting called for the purpose of removing the Director. Any Director may resign
at any time by delivering written notice to the Board of Directors or the
President. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date.

         Section 9. Committees. From time to time, a majority of all Directors
in office may by resolution create a committee or committees and appoint the
members thereof for the purpose or purposes set forth in said resolution to the
extent permitted by law, which committee or committees shall have such authority
and powers as shall be specified in said resolution. All members of a committee
which exercises the powers of the Board of Directors must be members of the
Board of Directors and shall serve at the pleasure of the Board of Directors.

         Section 10. Participation in Meetings. The members of the Board of
Directors, or any committee appointed by the Board, may participate in a meeting
of the Board or of such committee by means of conference telephone or other
communication by which all Directors participating in the meeting can
simultaneously hear each other, and participation in a meeting pursuant to such
means shall constitute presence in person at such meeting.

         Section 11. Compensation. The Directors shall receive compensation for
their services as Directors, said sum to be fixed by proper resolution of the
Board of Directors, and said compensation may include a sum for expenses of
attending the meetings of the Board of Directors. A Director may serve the
Corporation in a capacity other than that of a Director and receive compensation
for services rendered in such other capacity.

         Section 12. Access to Information.  Each member of the Board of 
Directors shall be entitled to receive promptly upon request all information
regarding the Corporation which such Director requests.


                                   ARTICLE IV

                                    OFFICERS

         Section 1. Designation. The officers of the Corporation shall be a
President, a Secretary and such other officers as may from time to time be
appointed by the Board of Directors or the Chief Executive Officer. The Chief
Executive Officer may appoint any officer or assistant officer other than one
who is an "executive officer" for purposes of Item 401(b) of Regulation S-K
promulgated under the federal securities laws. Any Vice President may be
designated as Executive Vice President or Senior Vice President or such other
title as the Board or the Chief Executive



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Officer may determine. Any two or more of such offices may be held by the same
person except the offices of President and Secretary. Each officer shall have
the authority, and shall perform the duties, prescribed by the Board of
Directors or the Chief Executive Officer.

         Section 2. Election and Term of Office. The officers shall be elected
or appointed at the regular meeting of the Board of Directors following the
annual meeting of shareholders, provided that any vacancy or newly created
office may be filled at a special meeting or other regular meeting of the Board.
Unless otherwise determined by the Board, each officer shall hold office until
the next regular meeting of the Board following the annual meeting of
shareholders and thereafter until his or her successor has been elected or
appointed and qualified. An officer may resign at any time by delivering written
notice to the Corporation and such notice is effective when delivered unless the
notice specifies a later effective date.

         Section 3. Compensation. The Board of Directors, or one of its duly
appointed committees, shall fix the salaries of the officers of the Corporation.
The compensation of other employees of the Corporation may be fixed by the Board
of Directors or by an officer or officers for whom that function has been
delegated by the Board of Directors or the Chief Executive Officer.


                                    ARTICLE V

                                     SHARES

         Section 1. Certificates. Some or all shares of the Corporation may be
issued without certificates or may be represented by certificates in such form
as the Board of Directors may from time to time prescribe. Such certificates
shall be numbered consecutively in the order in which they are issued, which
numbering system may be separated by class or series if there shall be more than
one class or series of shares. The certificates shall be signed by the Chairman
or President and the Secretary or by any two other officers of the Corporation
designated by the Board of Directors.

         Section 2. Record. The name and address of all persons to whom the 
shares of the Corporation are issued, the number of shares, and the date of
issue shall be entered on the books of the Corporation. It shall be the duty of
each shareholder to notify the Corporation of his or her address.

         Section 3. Transfers. The shares of the Corporation are transferable
only on the books of the Corporation by the registered holder thereof, either in
person or by power of attorney, and upon delivery and surrender of the
certificate representing such shares properly endorsed for transfer.



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         Section 4. Loss of Certificates. In case of the loss, mutilation or
destruction of a certificate representing shares of the Corporation, a duplicate
certificate may be issued on such terms as the Board of Directors shall
prescribe.

         Section 5. Transfer Agent, Registrar. The Board of Directors may 
appoint a transfer agent or agents and/or a registrar, and a dividend disbursing
agent for the Corporation.


                                   ARTICLE VI

                                      SEAL

         Section 1. Authority to Adopt. The Corporation may have a seal in such
form as the Board of Directors may adopt, and the Board of Directors may from
time to time change the form of the seal of the Corporation.

         Section 2. Scroll Seal. In the event the Board shall not have adopted a
seal or if it is inconvenient to use the adopted seal at any time, an authorized
signature made in the name of and on behalf of the Corporation followed by the
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the
Corporation.


                                   ARTICLE VII

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on the last Sunday of
October of each year, but the Board of Directors may from time to time change
the fiscal year of the Corporation.


                                  ARTICLE VIII

                                  DISTRIBUTIONS

         The Board of Directors may, from time to time, declare, and the
Corporation may pay, distributions on its outstanding shares of capital stock in
the manner and upon the terms and conditions provided by applicable law. The
record date for the determination of shareholders entitled to receive the
payment of any distribution shall be determined by the Board of Directors,
subject to the rules of any exchange or trading market on which the
Corporation's Common Stock is then traded.



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                                   ARTICLE IX
                                        
                                   INDEMNITY

         Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Corporation) by reason of the fact that he or she is or was serving
as an officer or director or employee of the Corporation or is or was serving at
the request of the Corporation as a Director or officer of the Corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Corporation against expenses (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding to the maximum
extent permitted by, and in the manner provided by, the Corporation's charter
and the laws of the State of Tennessee, both as now in effect and as hereafter
adopted. The foregoing right of indemnification shall be in addition to and not
exclusive of all rights to which said Directors, officers or employees may be
entitled.


                                   ARTICLE X
                                        
                                   AMENDMENTS

         The shareholders of the Corporation may adopt new bylaws and may amend
or repeal any or all of these bylaws at any annual or special meeting provided,
however, that notice of intention to amend shall have been contained in the
notice of any special meeting called for that purpose. The Board of Directors
may adopt new bylaws and may amend or repeal any or all of these bylaws by the
vote of a majority of the entire Board, and provided further that any bylaw
adopted by the Board may be amended or repealed by the shareholders. Unless
otherwise prohibited by law or the Corporation's charter, the Board of Directors
may amend bylaws adopted by the shareholders by vote of a majority of the entire
Board provided that shareholders may from time to time specify particular
provisions of these bylaws which shall not be amended by the Board of Directors.



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