# ARTICLES OF AMENDMENT
                                              TO THE AMENDED AND RESTATED ARTICLES OF
                                                          INCORPORATION OF
                                                RARE HOSPITALITY INTERNATIONAL, INC.

# 1.

The name of the corporation is "RARE Hospitality International, Inc."

# 2.

Article
Four of the Amended and Restated Articles of Incorporation of Rare Hospitality
International, Inc. is hereby amended by deleting the first sentence of such
section and substituting in lieu thereof the following sentence.

The
corporation shall have authority to be exercised by the Board of Directors to
issue not more than 65,000,000 shares of common stock, no par value, and not
more than 10,000,000 shares of preferred stock, no par value.

# 3.

The amendment was adopted on May 14, 2001.

# 4.

The
amendment was duly adopted by the shareholders of Rare Hospitality
International, Inc. in accordance with the provisions of Georgia Business
Corporation Code Section 14-2-1003.

IN WITNESS WHEREOF, Rare Hospitality International, Inc. has caused these Articles of Amendment to be executed as of May
15, 2001.

`RARE HOSPITALITY
                                                     INTERNATIONAL, INC.

                                                     By:/s/Joia M Johnson

                                                     Name:Joia M. Johnson

                                                     Title:Executive Vice President and Secretary`

---

# ARTICLES OF AMENDMENT
                                              TO THE AMENDED AND RESTATED ARTICLES OF
                                                          INCORPORATION OF
                                                RARE HOSPITALITY INTERNATIONAL, INC.

# 1.

The name of the corporation is "Rare Hospitality International, Inc."

# 2.

The
articles of incorporation of Rare Hospitality International, Inc. are amended by
adding the attached Exhibit A as Exhibit A to the Companys Amended and
Restated Articles of Incorporation and by adding the following sentence at the
end of Article Four of the Companys Amended and Restated Articles of
Incorporation:

A
designation of the preferences, limitations and relative rights of the
corporations Series A Junior Participating Preferred Stock is attached as
Exhibit A to these Amended and Restated Articles of Incorporation.

# 3.

The amendment was adopted on November 4, 1997.

# 4.

The
amendment was duly adopted by the board of directors of Rare Hospitality
International, Inc.

IN WITNESS WHEREOF, Rare Hospitality International, Inc. has caused these Articles of Amendment to be executed as of
November 17, 1997.

`RARE HOSPITALITY
                                            INTERNATIONAL, INC.

                                            By:      /s/  G.W. McKerrow, Jr.

                                            Name:    George W. McKerrow, Jr.

                                            Title:   Chairman/CEO`

---

# EXHIBIT A
                                                    TO THE AMENDED AND RESTATED
                                                     ARTICLES OF INCORPORATION
                                              OF RARE HOSPITALITY INTERNATIONAL, INC.

                                       DESIGNATING THE PREFERENCES, LIMITATIONS AND RELATIVE
                                      RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

There
is hereby designated, of the authorized but unissued shares of Preferred Stock
of the corporation, a series thereof, and the number of shares, voting powers,
designation, preferences, and relative, participating, optional, and other
special rights, and the qualifications, limitations, and restrictions thereof,
of the shares of such series (in addition to those set forth in the Amended and
Restated Articles of Incorporation, which are applicable to the Preferred Stock
of all series), shall be as follows:

(1)
        Designation and Number of Shares.         
The designation of this series of
Preferred Stock shall be Series A Junior Participating Preferred
Stock (hereinafter called this Series), to initially consist
of 500,000 shares, which number may from time to time be increased or decreased
(but not below the number then outstanding) by the Board of Directors by filing
additional articles of amendment to the corporations amended and restated
articles of incorporation. The shares of this Series are sometimes hereinafter
referred to as the Shares. Shares of this Series may be issued in
fractional shares, which fractional shares shall entitle the holder, in
proportion to such holders fractional share, to all rights of a holder of
a whole share of this Series.

(2)        Distributions.

| | (a)        
Distribution Rights. The holders of whole or fractional Shares shall be
entitled to receive, when, as, and if declared by the Board of Directors,
subject to restrictions imposed by the Georgia Business Corporation Code or the
Amended and Restated Articles of Incorporation on distributions to shareholders,
and subject to the rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to this series with respect to
dividends, (i) on each date that dividends or other distributions (other than
dividends or distributions payable in Common Stock of the corporation) are
payable on or in respect of Common Stock comprising part of the Reference
Package (as defined below), in an amount per whole share of this Series equal to
the aggregate amount of dividends or other distributions (other than dividends
or distributions payable in Common Stock of the corporation) that would be
payable on such date to a holder of the Reference Package and (ii) on the last
day of March, June, September and December in each year, in an amount per whole
share of this Series equal to the excess (if any) of $1.00 over the aggregate
dividends paid per whole share of this Series during the three-month period
ending on such last day. Each such dividend shall be paid to the holders of
record of shares of this Series on the date, not exceeding sixty days preceding
such dividend or distribution payment date, fixed for that purpose by the Board
of Directors in advance of payment of each particular dividend or distribution.
Dividends on each full and each fractional share of this Series shall be
cumulative from the date such full or fractional share is originally issued;
provided that any such full or fractional share originally issued after a
dividend record date and on or prior to the dividend payment date to which such
record date relates shall not be entitled to receive the dividend payable on
such dividend payment date or any amount in respect of the period from such
original issuance to such dividend payment date. The term Reference
Package shall initially mean 100 shares of Common Stock, no par value
(Common Stock), of the corporation. In the event the corporation
shall at any time (i) declare or pay a dividend on any Common Stock payable in
Common Stock, (ii) subdivide any Common Stock or (iii) combine any Common Stock
into a smaller number of shares, then and in each such case the Reference
Package after such event shall be the Common Stock that a holder of the
Reference Package immediately prior to such event would hold thereafter as a
result thereof. Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided on this Series.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | So
long as any shares of this Series are outstanding, no dividend (other than a
dividend in Common Stock or in any other stock ranking junior to this Series as
to dividends and upon liquidation) shall be declared or paid or set aside for
payment or other distribution declared or made upon the Common Stock or upon any
other stock ranking junior to this Series as to dividends or upon liquidation,
nor shall any Common Stock nor any other stock of the corporation ranking junior
to or on a parity with this Series as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any consideration (or any moneys
to be paid to or made available for a sinking fund for the redemption of any
shares of any such stock) by the corporation (except by conversion into or
exchange for stock of the corporation ranking junior to this Series as to
dividends and upon liquidation), unless, in each case, the full cumulative
dividends (including the dividend to be due upon payment of such dividend,
distribution, redemption, purchase or other acquisition) on all outstanding
shares of this Series shall have been, or shall contemporaneously be, paid.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        
Shares Purchased by Corporation. Shares of this Series purchased by the
corporation shall be canceled and shall revert to authorized but unissued shares
of Preferred Stock undesignated as to series, which shares may thereafter be
provided for and designated by the Board of Directors pursuant to Article Four
of the Amended and Restated Articles of Incorporation as part of a series of
Preferred Stock to the same extent as if such shares had not previously been
provided for and designated as part of a series of Preferred Stock; but such
shares shall not be reissued as shares of this Series.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(3)        Rights of Redemption.        
The shares of this Series shall not be redeemable.

(4)        Rights on Liquidation, Dissolution, or Winding Up.

| | (a)        
In the event of any liquidation, dissolution or winding up of the affairs of the
corporation, whether voluntary or involuntary, the holders of full and
fractional shares of this Series shall be entitled, before any distribution or
payment is made on any date to the holders of the Common Stock or any other
stock of the corporation ranking junior to this Series upon liquidation, to be
paid in full an amount per whole share of this Series equal to the greater of
(A) $1.00 or (B) the aggregate amount distributed or to be distributed prior to
such date in connection with such liquidation, dissolution or winding up to a
holder of the Reference Package (such greater amount being hereinafter referred
to as the Liquidation Preference), together with accrued dividends
to such distribution or payment date, whether or not earned or declared. If such
payment shall have been made in full to all holders of shares of this Series,
the holders of shares of this Series as such shall have no right or claim to any
of the remaining assets of the corporation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        
In the event the assets of the corporation available for distribution to the
holders of shares of this Series upon any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, shall be insufficient to
pay in full all amounts to which such holders are entitled pursuant to paragraph
(a) above, no such distribution shall be made on account of any shares of any
other class or series of Preferred Stock ranking on a parity with the shares of
this Series upon such liquidation, dissolution or winding up unless
proportionate distributive amounts shall be paid on account of the shares of
this Series, ratably in proportion to the full distributable amounts for which
holders of all such parity shares are respectively entitled upon such
liquidation, dissolution or winding up.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)        
Upon the liquidation, dissolution or winding up of the corporation, the holders
of shares of this Series then outstanding shall be entitled to be paid out of
assets of the corporation available for distribution to its shareholders all
amounts to which such holders are entitled pursuant to paragraph (a) above
before any payment shall be made to the holders of Common Stock or any other
stock of the corporation ranking junior upon liquidation to this Series.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)        
For purposes of this Section (4), the consolidation or merger of, or binding
share exchange by, the corporation with any other corporation shall not be
deemed to constitute a liquidation, dissolution or winding up of the
corporation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(5)        
Merger, Consolidation, Share Exchange.         In the event of any merger,
consolidation, reclassification or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of this Series shall
at the same time be similarly exchanged or changed in an amount per whole share
equal to the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, that a holder of the Reference
Package would be entitled to receive as a result of such transaction.

(6)        
Voting Rights.         In addition to any other vote or consent of shareholders
required by law or by the Amended and Restated Articles of Incorporation, as
amended, of the corporation, each whole share of this Series shall, on any
matter, vote as a class with any other capital stock comprising part of the
Reference Package and voting on such matter and shall have the number of votes
thereon that a holder of the Reference Package would have.

---

# ARTICLES OF
AMENDMENT
TO THE ARTICLES OF INCORPORATIONOFLONGHORN
STEAKS, INC.

The
undersigned corporation, for the purposes of amending its Articles of
Incorporation, and in accordance with the provisions of the Georgia Business
Corporation Code hereby sets forth:

# I.

The name of the corporation is Longhorn Steaks, Inc.

# II.

The following amendment to the Articles of Incorporation was approved and adopted by the board of directors of the
corporation on December 21, 1996:

The Articles of Incorporation of the corporation are amended by striking therefrom Article One thereof and by
substituting therefor a new Article One to read as follows:

The name of the corporation is Rare Hospitality International, Inc.

# III.

This amendment to the Articles of Incorporation was adopted by the board of directors without shareholder action.
Shareholder action was not required.

IN WITNESS WHEREOF, the corporation has caused this document to be executed in its name by its Chief Financial Officer
this 8th day of January, 1997.

`Longhorn Steaks, Inc.

                                                     By: /s/ Anne D. Huemme

                                                             Anne D. Huemme

                                                             Chief Financial Officer`

---

# ARTICLES OF RESTATEMENT
                                                                 OF
                                               CONTEMPORARY RESTAURANT CONCEPTS, LTD.

# ONE

The name of the corporation is Contemporary Restaurant Concepts, Ltd.

# TWO

The
original Articles of Incorporation and all amendments thereto are hereby amended
and restated in their entirety.

# THREE

The Amended and Restated Articles of Incorporation attached hereto as Exhibit "A" are hereby inserted as the new Articles
of Incorporation.

# FOUR

The Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments to
them.

IN WITNESS WHEREOF, Contemporary Restaurant Concepts, Ltd. has caused these Articles of Restatement to be executed by its
duly authorized officer, on this 13th day of February, 1992.

`CONTEMPORARY RESTAURANT
                                            CONCEPTS, LTD.

                                            By: /s/  G.W. McKerrow, Jr.

                                            George W. McKerrow, Jr.

                                            President`

---

# AMENDED AND RESTATED
                                                     ARTICLES OF INCORPORATION
                                                                 OF
                                                       LONGHORN STEAKS, INC.

# ARTICLE ONE

# Name

The name of the corporation is Longhorn Steaks, Inc.

# ARTICLE TWO

# Perpetual Duration

The corporation shall have perpetual duration.

# ARTICLE THREE

# Purpose

The corporation is organized for the purpose of engaging in any lawful business.

# ARTICLE FOUR

# Authorized Shares

The
corporation shall have authority to be exercised by the Board of Directors to
issue not more than 25,000,000 shares of common stock, no par value, and not
more than 10,000,000 shares of preferred stock, no par value. The shares of
common stock shall have unlimited voting rights and shall be entitled to receive
the net assets of the corporation upon dissolution. Subject to the provisions of
these Amended and Restated Articles of Incorporation and to the provisions of
the Georgia Business Corporation Code, the Board of Directors may determine (a)
the preferences, limitations, and relative rights of any class of shares prior
to the issuance of any shares of that class and (b) the preferences,
limitations, and relative rights of one or more series within a class and may
designate the number of shares within that series prior to the issuance of any
shares of that series.

# ARTICLE FIVE

# Preemptive Right

The
holders of the corporations shares do not have a preemptive right to
acquire the corporations unissued or treasury shares.

# ARTICLE SIX

# Limitation of Director Liability

6.1.
A director of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of duty of care or other
duty as a director, except for liability (i) for any appropriation, in violation
of his duties, of any business opportunity of the corporation, (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law,
(iii) of the types set forth in Section 14-2-832 of the Georgia Business
Corporation Code, or (iv) for any transaction from which the director derived an
improper personal benefit.

6.2.
Any repeal or modification of the provisions of this Article by the shareholders
of the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation with
respect to any act or omission occurring prior to the effective date of such
repeal or modification.

6.3.
If the Georgia Business Corporation Code is hereafter amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Georgia Business Corporation Code.

6.4.
In the event that any of the provisions of this Article (including any provision
within a single sentence) is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions are severable
and shall remain enforceable to the fullest extent permitted by law.

# ARTICLE SEVEN

# Constituency Considerations

In
discharging the duties of their respective positions and in determining what is
believed to be in the best interests of the corporation, the Board of Directors,
committees of the Board of Directors, and individual directors, in addition to
considering the effects of any action on the corporation or its shareholders,
may consider the interests of the employees, customers, suppliers, and creditors
of the corporation and its subsidiaries, the communities in which offices or
other establishments of the corporation and its subsidiaries are located, and
all other factors such directors consider pertinent; provided, however, that
this Article shall be deemed solely to grant discretionary authority to the
directors and shall not be deemed to provide to any constituency any right to be
considered.

# ARTICLE EIGHT

# Directors

8.1.
The number of directors of the corporation shall not be less than three (3) nor
more than eleven (11), the precise number to be fixed by resolution of the Board
of Directors from time to time. The directors shall be divided into three
classes, each consisting, as nearly equal in number as possible, of one-third of
the total number of directors constituting the entire Board of Directors. At the
first election of directors occurring following the date of approval of these
Amended and Restated Articles of Incorporation by the shareholders of the
corporation, the first class of directors (Class 1) shall be elected for a term
expiring upon the next following annual meeting of shareholders and upon the
election and qualification of their respective successors, the second class of
directors (Class 2) shall be elected for a term expiring upon the second next
annual meeting of shareholders and upon the election and qualification of their
respective successors, and the third class of directors (Class 3) shall be
elected for a term expiring upon the third next annual meeting of shareholders
and upon the election and qualification of their respective successors. At each
succeeding annual meeting of shareholders, successors to the class of directors
whose term expires at the annual meeting of shareholders shall be elected for a
three-year term. Except as provided in paragraph 8.4 of this Article Eight, a
director shall be elected by the affirmative vote of a majority of the shares
represented at the meeting of shareholders at which the director stands for
election and entitled to elect such director.

8.2.
The number of directors may be increased or decreased from time to time as
provided by the bylaws of the corporation and in the Amended and Restated
Articles of Incorporation; provided, however, that the total number of directors
at any time shall not be less than three (3); and provided further, that no
decrease in the number of directors shall have the effect of shortening the term
of an incumbent director. In the event that preferred stock of the corporation
is issued and authorizes the election of one or more directors by the holders of
such preferred stock, the number of directors may be increased in accordance
with the terms of the preferred stock. In the event of any increase or decrease
in the authorized number of directors, each director then serving shall continue
as a director of the class of which he is a member until the expiration of his
current term, or his earlier resignation, removal from office or death, and the
newly created or eliminated directorships resulting from such increase or
decrease shall be apportioned by the Board of Directors among the three classes
of directors so as to maintain such classes as nearly equal as possible;
provided, however, that there shall be no classification of additional directors
elected by the Board until the next meeting of the shareholders called for the
purpose of electing directors. Each director shall serve until his successor is
elected and qualified or until his earlier resignation, retirement,
disqualification, removal from office, or death.

8.3.
The entire Board of Directors or any individual director may be removed from the
office but only for cause and only by the affirmative vote of at least 75% of
all classes of stock of the corporation entitled to vote in the election of such
director or directors, considered for purposes of this Section as one class.
Notwithstanding the foregoing, in the event that preferred stock of the
corporation is issued and authorizes the election of one or more directors by
the holders of such preferred stock, any individual director elected by the
preferred shareholders may be removed only by the holders of the outstanding
shares of the preferred stock in accordance with the terms of the preferred
stock as provided therein. Removal action may be taken at any shareholders
meeting with respect to which notice of such purpose has been given, and a
removed directors successor may be elected at the same meeting to serve
the unexpired term.

8.4.
A vacancy occurring on the Board of Directors, other than by reason of removal
of a director by the shareholders but including vacancies arising from
resignation, death or through an increase in the number of directors, may be
filled, until the next election of directors by the shareholders, by the
affirmative vote of at least two thirds (2/3) of the total number of directors
then remaining in office, though they constitute less than a quorum of the Board
of Directors.

# ARTICLE NINE

# Special Meetings and Actions Without a Meeting

9.1.
The shareholders of the corporation shall not have the right to call a special
meeting of shareholders, including but not limited to, a special meeting in lieu
of the annual meeting of shareholders.

9.2.
Action required or permitted to be taken at a meeting of shareholders may be
taken without a meeting if the action is taken by all shareholders entitled to
vote on the action. The action must be evidenced by one or more written consents
describing the action taken, signed by all shareholders and delivered to the
corporation for inclusion in the minutes or filing with the corporate records.

# ARTICLE TEN

# Certain ByLaw Amendments

10.1.
Subject to the other provisions of this Article, the Board of Directors of the
corporation shall have the power to alter, amend or repeal the bylaws of the
corporation or to adopt new bylaws, but any bylaws adopted by the Board of
Directors may be altered, amended or repealed or new bylaws may be adopted by
the shareholders of the corporation. The shareholders may prescribe, by so
expressing in the action that they take in adopting or amending, that any bylaws
so adopted or amended by them shall not be altered, amended or repealed by the
Board of Directors.

10.2.
Notwithstanding the foregoing and anything contained in these Amended and
Restated Articles of Incorporation or the bylaws of the corporation to the
contrary, any alteration, amendment or repeal of any provision of the bylaws of
the corporation, or adoption of new bylaws, as applicable, containing any
provision inconsistent in any manner with the provisions contained in Articles
SIX, SEVEN, EIGHT, NINE AND TEN of these Amended and Restated Articles of
Incorporation or Sections 2.3, 2.12, 3.2, 3.3, 3.4, 9.1 through 9.18 and 12.1 of
the bylaws of the corporation, shall be effected only by that procedure required
under Georgia law for amendment of articles of incorporation.

IN WITNESS WHEREOF, Longhorn Steaks, Inc. executes these Amended and Restated Articles of Incorporation by its duly
authorized officer on this 13th day of February, 1992.

`/s/  G.W. McKerrow, Jr.

                                                          George W. McKerrow, Jr.

                                                          President`