EXHIBIT 3.12

                            CERTIFICATE OF FORMATION
                                       OF
                     O'CHARLEY'S RESTAURANT PROPERTIES, LLC

         This Certificate of Formation of O'Charley's Restaurant Properties, LLC
is to be filed with the Office of the Secretary of State of the State of
Delaware pursuant to the Delaware Limited Liability Company Act (the "Act"),
Section 18-201.

         1.       The name of the limited liability company is O'Charley's
Restaurant Properties, LLC.

         2.       The name and street and mailing address of the initial
registered office and the registered agent for service of process of the limited
liability company in the State of Delaware are as follows: Griffin Corporate
Services, Inc., 900 Market Street, Wilmington, Delaware 19801.

3.       a.       The limited liability company shall have the power to
         indemnify any person who has taken an action of management as a member,
         manager, employee, or agent of the limited liability company, or any
         other person who is serving at the request of the limited liability
         company in any such capacity with another foreign or domestic
         corporation, limited liability company, partnership, joint venture,
         trust, or other enterprise (including, without limitation, any employee
         benefit plan) to the fullest extent permitted by the Act as it exists
         on the date hereof or as it may hereafter be amended, and any such
         indemnification may continue as to any person who has ceased to be a
         member, manager, employee, or agent and may inure to the benefit of the
         heirs, executors, and administrators of such a person.

         b.       By action of the members, notwithstanding any interest of the
         managers in the action, the limited liability company may purchase and
         maintain insurance, in such amounts as the members deem appropriate, to
         protect any member, manager, employee, independent contractor or agent
         of the limited liability company or any other person who is or was
         serving at the request of the limited liability company in any such
         capacity with another foreign or domestic corporation, limited
         liability company, partnership, joint venture, trust, or other
         enterprise (including, without limitation, any employee benefit plan)
         against liability asserted against him or incurred by him in any such
         capacity or arising out of his status as such (including, without
         limitation, expenses, judgments, fines, and amounts paid in settlement)
         to the fullest extent permitted by the Act as it exists on the date
         hereof or as it may hereafter be amended, and whether or not the
         limited liability company would have the power or would be required to
         indemnify such person under the terms of any agreement or provision of
         its operating agreement or the Act. For purposes of this paragraph (b),
         "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan.

         Dated as of this 15th day of December, 1997.

                                    /s/ Gregory L. Burns
                                    ----------------------------------------
                                    GREGORY L. BURNS, Authorized Person