**EXHIBIT3.1.5**

**CERTIFICATE OF AMENDMENT**

**to**

**RESTATED CERTIFICATE OFINCORPORATION**

**of**

**WESTERNSIZZLIN CORPORATION**

Theundersigned, Western Sizzlin Corporation (the “Corporation”), organized andexisting under and by virtue of the General Corporation law of the State ofDelaware does hereby certify:

FIRST,that the Certificate of Incorporation of the Corporation was filed with theSecretary of State of the State of Delaware on December 8, 1992.

SECOND,that pursuant to a vote of the stockholders of the Corporation at the 2007Annual Meeting of Stockholders, the Board of Directors was granted theauthority to amend Article IV of the Restated Certificate of Incorporation ofthe Corporation.

THIRD,that pursuant to the authority granted by the stockholders, Article IV of theRestated Certificate of Incorporation of the Corporation is hereby amended andrestated in its entirety effective June 18, 2007, to read as follows:

**“ARTICLE IV**

**AUTHORIZEDCAPITAL STOCK**

Thetotal number of shares of capital stock which the Corporation shall have theauthority to issue is Four million (4,000,000) shares of Common Stock, parvalue $0.01 per share (the “Common Stock”).

Sharesof the capital stock of any class or series now or hereafter authorized may beissued by the Corporation for such consideration as shall be fixed from time totime by the Board of Directors of the Corporation; provided, however, that theconsideration for the issuance of shares having par value not be less than suchpar value. Any and all shares of stock so issued for which the consideration sofixed has been paid or delivered to the Corporation shall be declared and takento be fully paid stock and shall not be liable to any further call orassessments thereon, and the holders of such shares shall not be liable for anyfurther payments in respect of such shares. Subscriptions to, or the purchaseprice of, shares of the capital stock of any class of the Corporation may bepaid for, wholly or partly, by cash, by labor done, by personal property or byreal property or leases thereof. In the absence of actual fraud in thetransaction, the judgment of the Board of Directors as to the value of suchlabor, property, real estate or leases thereof shall be conclusive.

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Noholder of any capital stock of the Corporation of any class or series now orhereafter authorized shall, as such holder, have any preemptive or other rightto purchase or subscribe for any shares of the capital stock of any class orseries which the Corporation may issue or sell, whether such shares be exchangeablefor any other class or classes of the capital stock of the Corporation, whethersuch shares be herein or hereafter authorized or whether such shares beacquired by the Corporation after the issuance thereof, nor shall the holdersof any capital stock of the Corporation of any class or series, as suchholders, have any preemptive or other right to purchase or subscribe for anyobligations which the Corporation may issue and sell that shall be convertibleinto shares of the capital stock of the Corporation of any class or classes.Nothing herein set forth shall derogate the power and authority of the Board ofDirectors to determine to offer to or authorize to be offered from time to timefor subscription to the holders of any class or series of the capital stock orconvertible obligations of the Corporation at such price or prices and uponsuch other terms and conditions as the Board of Directors may in its solediscretion determine and fix. Any such shares of capital stock or convertibleobligations of the Corporation which the Board of Directors may determine tooffer or authorize to be offered for subscription to the holders of any classor series of the capital stock of the Corporation need not, by reason of suchauthorization and/or offer, be offered also to the holders of any other classor series.

Notransfer of stock of the Corporation shall be operative until entered upon thebooks of the Corporation.”

INWITNESS WHEREOF, the undersigned hereby certify that the facts above stated aretrue and that the execution hereof is their voluntary act and deed and thevoluntary act and deed of the Corporation under penalties of perjury.

DATEDthis 2nd day of July, 2007.
|        | WESTERN SIZZLIN CORPORATION |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                    | /s/Robyn B. Mabe |
|   |                        | Robyn B. Mabe |
|   |                        | Vice President  and Secretary |

 

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