**EXHIBIT3.1.4**

**CERTIFICATE OF AMENDMENT**

**of**

**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 2006Annual 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 August 10, 2006, to read as follows:

**“ARTICLE IV**

**AUTHORIZEDCAPITAL STOCK**

Thetotal number of shares of capital stock which the Corporation shall have theauthority to issue is Two million (2,000,000) shares of Common Stock, par value$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.

Uponthis Certificate of Amendment of the Restated Certificate of Incorporation ofthe Corporation becoming effective on August 10, 2006, pursuant to the GeneralCorporation Law of the State of Delaware (the “Amendment Effective Time”),every ten (10) shares of the Corporation’s Common Stock (the “Old Common Stock”),issued and outstanding immediately prior to the Amendment Effective Time, willbe automatically reclassified as and converted into one share of common stock,par value $0.01 per share, of the Corporation (the “New Common Stock”).

Notwithstandingthe immediately preceding sentence, no fractional shares of New Common Stockshall be issued to the holders of record of Old Common Stock. In lieu thereof,the aggregate of all fractional shares otherwise issuable to the holders ofrecord of Old Common Stock shall be issued to Bishop, Rosen & Co., asagent, for the accounts of all holders of record of Old Common Stock otherwiseentitled to have a fraction of a share issued to them. The sale of all of thefractional interests will be effected by that agent as soon as practicableafter the Amendment Effective Time on the basis of prevailing market prices ofthe New Common Stock on the OTC Bulletin Board at the time of sale. After suchsale and upon the surrender of the stockholders’ stock 

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certificates, thetransfer agent will pay to such holders of record their pro rata share of thenet proceeds derived from the sale of the fractional interests.

Eachstock certificate that, immediately prior to the Amendment Effective Time,represented shares of Old Common Stock shall, from and after the Amendment EffectiveTime, automatically and without the necessity of presenting the same forexchange, represent that number of whole shares of New Common Stock into whichthe shares of Old Common Stock represented by such certificate shall have beenreclassified (as well as the right to receive cash in lieu of any fractionalshares of New Common Stock as set forth above), provided, however, that eachholder of record of a certificate that represented shares of Old Common Stockshall receive, upon surrender of such certificate, a new certificaterepresenting the number of whole shares of New Common Stock into which theshares of Old Common Stock represented by such certificate shall have beenreclassified, as well as any cash in lieu of fractional shares of New CommonStock to which such holder may be entitled pursuant to the immediatelypreceding paragraph.”

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

DATEDthis 31st day of July, 2006.
|        | WESTERN SIZZLIN CORPORATION |                          |   |
|--------|-----------------------------|-------------------------------|--------|
|   |                        |                          |   |
|   |                        |                          |   |
|   |                        |                          |   |
|   | By:                         |   /s/Robyn B. Mabe  |   |
|   |                        | Robyn B. Mabe                 |   |
|   |                        | Vice President  and Secretary |   |
|        |                             |                               |        |  |  |

 

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