Exhibit 2

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         RED ROBIN GOURMET BURGERS, INC.

It is hereby certified that:

          1.  The name of the corporation (hereinafter called the "Corporation")
is Red Robin Gourmet Burgers, Inc., which is the name under which the
Corporation was originally incorporated, and the original Certificate of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on January 17, 2001.

          2.  The Certificate of Incorporation of the Corporation is hereby
restated and further amended so as to read in its entirety as set forth below.

          3.  The amendments and the restatement of the Certificate of
Incorporation herein certified have been duly adopted by the stockholders in
accordance with the provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.

          4.  The Certificate of Incorporation of the Corporation, as amended
and restated herein, shall read as follows:


               "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         RED ROBIN GOURMET BURGERS, INC.

          FIRST:  The name of the Corporation is Red Robin Gourmet Burgers, Inc.

          SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808. The name of the registered agent of the Corporation at that address is
Corporation Service Company.

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

          FOURTH: A.  The total number of shares of all classes of stock which
the Corporation shall have authority to issue is Fifty Five Million
(55,000,000), consisting of Fifty Million (50,000,000) shares of Common Stock,
par value one cent ($0.001) per share (the "Common Stock") and Five Million
(5,000,000) shares of Preferred Stock, par value one cent ($0.001) per share
(the "Preferred Stock").

                  B.  The board of directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being hereinafter
referred to as a "Preferred Stock Designation"), to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Preferred Stock Designation.

                  C.  Each outstanding share of Common Stock shall entitle the
holder thereof to one vote on each matter properly submitted to the stockholders
of the Corporation for their vote; provided, however, that, except as otherwise
required by law, holders of Common Stock shall not be entitled to vote on any
amendment to this Amended and Restated Certificate of Incorporation (including
any Certificate of Designations relating to any series of Preferred Stock) that
relates solely to the terms of one or more outstanding series of Preferred Stock
if the holders of such affected series are entitled, either separately or
together as a class with the holders of one or more other such series, to vote
thereon by law or pursuant to this Amended and Restated Certificate of
Incorporation (including any Certificate of Designations relating to any series
of Preferred Stock).

                  D.  Immediately upon the effectiveness of this Amended and
Restated Certificate of Incorporation, each two and nine-tenths (2.9) issued and
outstanding

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shares of the Corporation's Common Stock, $0.001 par value per share, shall,
without further action by the Corporation or the holder thereof, be combined,
reclassified, and changed into one (1) share of Common Stock rounded to the
nearest whole share. Each person at the time of the effectiveness of this
Amended and Restated Certificate of Incorporation holding of record any issued
and outstanding shares of Common Stock of the Corporation shall be entitled to
receive a stock certificate or certificates to evidence and represent the shares
of Common Stock to which he/she/it becomes entitled (in replacement of the stock
certificate or certificates evidencing the shares of Common Stock which
he/she/it currently holds of record) by reason of such reverse stock split."

          FIFTH:  The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  A.  The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors. In addition to the
powers and authority expressly conferred upon them by statute or by this Amended
and Restated Certificate of Incorporation or the by-laws of the Corporation, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation.

                  B.  The directors of the Corporation need not be elected by
written ballot unless the by-laws so provide.

                  C.  Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.

                  D.  Special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board, the Chief Executive Officer, the board
of directors acting pursuant to a resolution adopted by a majority of the Whole
Board or by holders of at least ten percent (10%) of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class.
For purposes of this Amended and Restated Certificate of Incorporation, the term
"Whole Board" shall mean the total number of authorized directors whether or not
there exist any vacancies in previously authorized directorships.

          SIXTH:  A.  Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively by the board of
directors pursuant to a resolution adopted by a majority of the Whole Board. The
directors, other than those who may be elected by the holders of any series of
Preferred Stock under specified circumstances, shall be divided into three
classes, with the term of office of the first class to expire at the
Corporation's first annual meeting of stockholders, the term of office of the
second class to expire at the Corporation's second annual meeting of
stockholders and the term of office of the third class to expire at the
Corporation's third annual meeting of stockholders, with each director to hold

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office until his or her successor shall have been duly elected and qualified. At
each annual meeting of stockholders, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders after their election, with
each director to hold office until his or her successor shall have been duly
elected and qualified.

                  B.  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the board of
directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise required by law or by
resolution of the board of directors, be filled only by a majority vote of the
directors then in office, though less than a quorum (and not by stockholders),
and directors so chosen shall serve for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
chosen expires or until such director's successor shall have been duly elected
and qualified. No decrease in the authorized number of directors shall shorten
the term of any incumbent director.

                  C.  Advance notice of stockholder nominations for the election
of directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
by-laws of the Corporation.

                  D.  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire board of
directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least sixty six and two thirds
percent (66 2/3%) of the voting power of all of the then-outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.

         SEVENTH: The board of directors is expressly empowered to adopt, amend
or repeal by-laws of the Corporation. Any adoption, amendment or repeal of the
by-laws of the Corporation by the board of directors shall require the approval
of a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the by-laws of the Corporation; provided, however, that,
in addition to any vote of the holders of any class or series of stock of the
Corporation required by law or by this Amended and Restated Certificate of
Incorporation, the affirmative vote of the holders of at least sixty six and two
thirds percent (66 2/3%) of the voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
adopt, amend or repeal any provision of the by-laws of the Corporation.

         EIGHTH:  A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating

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or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.

          Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

          NINTH:  The Corporation reserves the right to amend or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner prescribed by the laws of the State of Delaware and all rights
conferred upon stockholders are granted subject to this reservation; provided,
however, that, notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation or any provision of law that might otherwise permit
a lesser vote or no vote, but in addition to any vote of the holders of any
class or series of the stock of this corporation required by law or by this
Amended and Restated Certificate of Incorporation, the affirmative vote of the
holders of at least sixty six and two thirds percent (66 2/3%) of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class, shall be required to amend or repeal this Article
NINTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, or
Article EIGHTH."

                  [Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been duly executed by a duly authorized officer of the Corporation on the
15th day of July, 2002.


                                        RED ROBIN GOURMET BURGERS, INC.,

                                        By: /s/ Michael J. Snyder
                                            ----------------------------------
                                        Name:  Michael J. Snyder
                                        Title: President and CEO

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