EXHIBIT 3.17

                                   BY-LAWS OF
                          O'CHARLEY'S SPORTS BAR, INC.

                               ARTICLE I. OFFICES

         The principal office of the corporation in the State of Alabama shall
be located in the City of Pelham, Shelby County, Alabama, at 561 Southgate
Drive, Hwy. 119, Pelham, Alabama 35126. The corporation may have such other
offices, either within or without the State of Alabama, as the stockholders may
designate or as the business of the corporation may require from time to time.

         The registered office of the corporation, required by the Alabama
Business corporation Act to be maintained in the State of Alabama, may be, but
need not be, identical with the principal office in the State of Alabama, and
the address of the registered office may be changed from time to time by the
Board of Directors.

                            ARTICLE II. STOCKHOLDERS

         Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the first Monday in the month of June in each year, beginning with
the year 1997, at the hour of 2:00 o'clock p.m., or at such other time on such
other day within such month as shall be fixed by the Board of Directors, for the
purposes of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Alabama, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting



of the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of shareholders as soon
thereafter as conveniently may be.

         Section 2. Special Meeting. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or the Board of Directors, and shall be called by the president
or the Board of Directors at the request of the holders of not less than
one-tenth (1/10) of all outstanding shares of the corporation entitled to vote
at the meeting.

         Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Alabama, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of Notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Alabama,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of Alabama.

         Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall, unless otherwise prescribed by statute,
be delivered not less than ten (10) nor more than Fifty (50) days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be



deemed to be delivered when deposited in the United States Mail, addressed to
the shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid. Notwithstanding the provisions of
this section, the stock or bonded indebtedness of the corporation shall not be
increased at a meeting unless notice of such meeting shall have been given as
may be required by Section 234 of the Constitution of Alabama as the same may be
amended from time to time.

         Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, Fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than Fifty
(50) days, and, In case of a meeting of shareholders, not less than ten (10)
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of



shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

         Section 6. Voting Record. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least two (2)
business days after notice of each meeting of shareholders, a complete list of
shareholders or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. For a period of two (2)
business days after notice of any meeting of shareholders, such list shall be
kept on file at the principal office of the corporation and shall be subject to
inspection by any shareholder making written request therefor at any time during
usual business hours. The list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.

         Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at a meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until



adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

         Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.

         Section 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.

         Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the By-Laws of such other corporation may prescribe, or, in
the absence of such provision as the shareholder of such other corporation may
determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a Trustee may be voted by him,
either in person or by proxy, but no Trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name and no corporate
Trustee shall be entitled to vote in the election of officers' shares held by it
solely in a fiduciary capacity if such shares are shares issued by the corporate
Trustee itself.



         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the Pledgee, and
thereafter the Pledgee shall be entitled to vote the shares so transferred.

         Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation is held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

         Section 11. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

                        ARTICLE III. BOARD OF DIRECTORS

         Section 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors, except that the day-to-day business
of the Corporation shall be managed by its officers.



         Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be three. Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified. Directors need not be residents of the State of Alabama
or shareholders of the Corporation.

         Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Alabama, for the holding of additional regular meetings
without other notice than such resolution.

         Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president or any two directors.

         Section 5. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Alabama, as the place of meeting
for any regular or special meeting of the Board of Director. Members of the
Board of Directors may participate in a meeting of such Board by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by means shall constitute presence in person at a meeting.

         Section 6. Notice. Notice of any special meeting shall be given at
least two (2) days previously thereto by written notice delivered personally or
mailed to each director at his



business address, or by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         Section 7. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

         If a quorum is present when the meeting is convened, the directors
present may continue to do business, taking action by a vote of a majority of a
quorum, until adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum present, or the refusal of any director present to
vote.

         Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.



         Section 9. Action Without a Meeting. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors. The Board of Directors may permit any or all
directors to participate in a regular or meeting by, or conduct said meeting
through the use of, any means of communication by which all directors
participating may simultaneously hear each other.

         Section 10. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected to serve until the next annual meeting of
shareholders. Any directorship to be filled by reason of an increase in the
number of directors shall be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose.

         Section 11. Compensation. By resolution of the Board of Directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and. receiving compensation therefor.

         Section 12. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes



of the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

                              ARTICLE IV. OFFICERS

         Section 1. Number. The officers of the corporation shall be a
President, Vice-President, Secretary and Treasurer, of whom shall be elected by
the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
(2) or more of officers may be held by the same person.

         Section 2. Election and term of office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have bean removed in the manner
hereinafter provided.

         Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.



         Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and the Board of Directors. He may sign, with the Secretary or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time.

         Section 6. The Vice-President. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice-President (or in
the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice-President may sign, with
the Secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of the



corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or the Board of Directors.

         Section 7. The Secretary. The Secretary shall: a) keep the minutes of
the proceedings of the shareholders and of the stockholders in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized or otherwise required; (d)
keep a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) sign with the President
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of stockholders; (f) have general charge of the
stock transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to her/him by the President or by the Board of Directors.

         Section 8. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries as shall be
selected in accordance with the provisions of Article V of these By-Laws; and
(a) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors. The Treasurer



may sign, with the Secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for shares of the
corporation. If required by the shareholders, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.

         Section 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

         Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall



from time to time be determined by resolution of the Board of Directors and, at
such time, must be signed by the President and Vice-President.

         Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

                       ARTICLE VI. CERTIFICATES OF SHARES

         Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificate shall be signed by the President and by the
Secretary or any two (2) officers available and may be sealed with the corporate
seal or a facsimile thereof. The signatures of such officers upon a certificate
may be facsimiles if the certificate is manually signed on behalf of a transfer
agent or a registrar, other than the corporation itself or one of its employees.
Each certificate shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number and class of shares and date of issue, shall be entered
on the stock transfer books of the corporation. All certificates surrendered to
the corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefore upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.



         Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority by power of attorney duly executed and filed with the
Secretary of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the corporation shall be deemed by the corporation to be the owner thereof
for all purposes.

         Section 3. Lost, Stolen, Destroyed, or Mutilated Certificates. No
certificate for shares of stock in the corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft as the Board of
Directors may in its discretion require, and on delivery to the corporation, if
the Board of Directors shall so require, of a bond of indemnity, upon such terms
and secured by such surety as the Board of Directors may in their discretion
require.

         Section 4. Sale of Stock. Should any stockholder wish to dispose of any
or all of his stock, it shall be first offered to the corporation at a price no
greater than a bona fide offer by any third person, and such stock shall be
available for a period of thirty (30) days to the corporation. In the event that
any said stock in not purchased by the corporation, the remaining stock may then
be sold by the stockholder at the price of the bona fide offer of the third
person.



                            ARTICLE VII. FISCAL YEAR

         The fiscal year of the corporation shall begin on the first day of
January of each year, and end on the 31st day of December in each year, or such
other fiscal year as the Board of Directors might chose.

                            ARTICLE VIII. DIVIDENDS

         The Board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.

                           ARTICLE IX. CORPORATE SEAL

         The Board of Directors may provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "Corporate Seal". It shall not be
necessary that the corporate seal be on corporate documents in order for them to
be legal.

                          ARTICLE X. WAIVER OF NOTICE

         Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these By-Laws or the
provisions of the Articles of Incorporation or under the provisions of the
Constitution of Alabama or the Alabama Business Corporation Act, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.



                                   ARTICLE XI.

                     ACTIONS AGAINST OFFICERS AND DIRECTORS

The corporation shall indemnify to the fullest extent permitted by the Alabama
Business Corporation Act any person who has been made, or is threatened to be
made, a party to an action, suit, or proceeding, whether civil, criminal,
administrative, investigative, or otherwise (including an action suit, or
proceeding by or in the right of the corporation), by reason of the fact that
the person is or was a director or officer of the corporation, or a fiduciary
within the meaning of the Employee Retirement Income Security Act of 1974 with
respect to an employee benefit plan of the corporation, or serves or served at
the request of the corporation as a director or as an officer, or as a fiduciary
of an employee benefit plan, of another corporation, partnership, joint venture,
trust, or other enterprise.

                              ARTICLE XII. MEMBERS

         Membership in the private club operated by O'Charley's Sports Bar, Inc.
shall be by written application, investigation and ballot. Dues shall be charged
and collected from the elected members in such amounts as shall be set by the
Directors and in such manner as shall be determined by the President of the
corporation. Membership shall be granted only to those of legal age to purchase
alcohol in Alabama.

                            ARTICLE XIII. AMENDMENTS

         These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the Board of Directors or by the shareholders at any regular or
special meeting; provided,



however, that the Board of Directors may not alter, amend or repeal any by-law
establishing what constitutes a quorum at shareholders meetings.

                                 ****THE END****