EXHIBIT 23.1


                         INDEPENDENT AUDITORS' CONSENT



The Board of Directors
O'Charley's Inc.:


We consent to the use of our report dated February 11, 2004, with respect to the
consolidated balance sheets of O'Charley's Inc. and subsidiaries as of December
28, 2003 and December 29, 2002, and the related consolidated statements of
earnings, shareholders' equity and comprehensive income, and cash flows for each
of the years in the three-year period ended December 28, 2003, incorporated
herein by reference, and to the reference to our firm under the heading
"Experts" in the prospectus. Our report refers to a change in accounting for
goodwill and other intangible assets in 2002.


/s/ KPMG LLP


Nashville, Tennessee
April 26, 2004