EXHIBIT 3.35

                          CERTIFICATE OF INCORPORATION

                                       OF

                      STONEY RIVER MANAGEMENT COMPANY, INC.
                                   * * * * *

         The undersigned natural person, acting as an incorporator of a
corporation under the General Corporation Law of Delaware, hereby adopts the
following Certificate of Incorporation for such corporation:

                                   ARTICLE ONE

         The name of the corporation is Stoney River Management Company, Inc.

                                   ARTICLE TWO

         The address of its registered office in the State of Delaware is 9 East
Loockerman Street, in the city of Dover, County of Kent. The name of its
registered agent at such address is National Registered Agents, Inc.

                                  ARTICLE THREE

         The purpose for which the corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

                                  ARTICLE FOUR

         The total number of shares of stock that the corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock, par value
$.01 per share.

                                  ARTICLE FIVE

         The name and mailing address of the sole incorporator are as follows:

                              J. James Jenkins, Jr.
                             Bass, Berry & Sims PLC
                        315 Deaderick Street, Suite 2700
                         Nashville, Tennessee 37238-0002

                                   ARTICLE SIX

         The corporation is to have perpetual existence.



                                  ARTICLE SEVEN

         In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
make, alter or repeal the bylaws of the corporation.

                                 ARTICLE EIGHT

         Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the bylaws
of the corporation. Election of directors need not be by written ballot unless
the bylaws of the corporation so provide.

                                  ARTICLE NINE

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
the corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

                                   ARTICLE TEN

         The corporation shall indemnify its officers, directors, employees and
agents to the fullest extent permitted by the Delaware General Corporation Law.

                                 ARTICLE ELEVEN

         The corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

                                 ARTICLE TWELVE

         The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.



         I, J. James Jenkins, Jr., being the incorporator herein before named,
for the purpose of forming a corporation pursuant to the Delaware General
Corporation Law, do make this certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 22nd day of May, 2000.

                                    /s/ J. James Jenkins, Jr.
                                    --------------------------------------------
                                    J. James Jenkins, Jr.,  Sole Incorporator