Exhibit 3.3

                              AMENDMENT NO. 1 TO
                             BY-LAWS OF IHOP CORP.

WHEREAS, since the time of the adoption by the Corporation of its By-Laws
(the "By-Laws"), Section 145 of the Delaware General Corporation Law ("DGCL")
has been amended to provide for changes in the procedures for the
determination of whether a present or former director, officer, employee or
agent was entitled to indemnification;

WHEREAS, on November 14, 2000, in accordance with Article IX of the By-Laws,
the Board of Directors unanimously voted to amend the By-Laws to conform to
such changes.

NOW, THEREFORE, the By-Laws are hereby amended by restating Section 3 of
Article VIII of the By-Laws to read as follows:

     "Section 3.  Authorization of Indemnification.  Any indemnification
     under this Article VIII (unless ordered by a court) shall be made by the
     Corporation only as authorized in the specific case upon a determination
     that indemnification of the director or officer is proper in the
     circumstances because he has met the applicable standard of conduct set
     forth in Section 1 or Section 2 of this Article VIII, as the case may
     be.  Such determination shall be made (i) by a majority vote of the
     directors who are not parties to such action, suit or proceeding, even
     though less than a quorum, or (ii) by a committee of such directors
     designated by majority vote of such directors, even though less than a
     quorum, or (iii) if there are no such directors, or if such directors so
     direct, by independent legal counsel in a written opinion, or (iv) by
     the stockholders.  To the extent, however, that a director or officer of
     the Corporation has been successful on the merits or otherwise in
     defense of any action, suit or proceeding described above, or in defense
     of any claim, issue or matter therein, he shall be indemnified against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection therewith, without the necessity of authorization in
     the specific case."

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 to the
By-Laws of IHOP Corp., effective as of November 14, 2000.


                                       /s/ Mark D. Weisberger
                                       ------------------------------
                                       Mark D. Weisberger
                                       Vice President - Legal,
                                       Secretary & General Counsel