FORM
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             TEXAS ROADHOUSE, INC.,
                             A DELAWARE CORPORATION
 
          The undersigned, Sheila C. Brown, hereby certifies that:
 
          ONE: She is the duly elected and acting Secretary of Texas Roadhouse,
Inc., a corporation duly organized and existing under and by virtue of the
General Corporation Law of Delaware (the "Corporation").
 
          TWO: The original Certificate of Incorporation of the Corporation (the
"Original Certificate")was filed with the Delaware Secretary of State on May 5,
2004.
 
          THREE: The Original Certificate was amended and restated by that
certain Amended and Restated Certificate of Incorporation (the "First Amended
Certificate") which was filed with the Delaware Secretary of State on May 28,
2004.
 
          FOUR: That this second Amended and Restated Certificate of
Incorporation has been duly adopted in accordance with the provisions of Section
242 and Section 245 of the General Corporation Law of Delaware by obtaining a
majority vote of the outstanding stock of each class entitled to vote thereon,
in favor of said amendment and restatement, in the manner set forth in Sections
222 or 228 of the General Corporation Law of Delaware.
 
          The Original Certificate, as amended and restated by the First Amended
Certificate, is hereby amended and restated to read, in full, as follows:
 
                                    ARTICLE I
 
                                      NAME
 
          The name of the corporation is Texas Roadhouse, Inc.
 
                                   ARTICLE II
 
                           REGISTERED OFFICE AND AGENT
 
          The address of the Corporation's registered office in the State of
Delaware is 9 East Loockerman Street, Suite 1B, Dover, Kent County, Delaware
19901. The name of its registered agent at such address is National Registered
Agents, Inc.
 
                                   ARTICLE III
 
                                     PURPOSE
 
          The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
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                                   ARTICLE IV
 
                                  CAPITAL STOCK
 
          The Corporation shall have the authority to issue One Hundred Million
(100,000,000) shares of $0.001 par value Class A Common Stock (the "Class A
Common Stock"), Eight Million (8,000,000) shares of $0.001 par value Class B
Common Stock (the "Class B Common Stock," and together with the Class A Common
Stock, the "Common Stock"), and One Million (1,000,000) shares of $0.001 par
value Preferred Stock (the "Preferred Stock"). The number of authorized shares
of any class or classes of 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 voting power of the stock of the corporation
entitled to vote, irrespective of Del. Code Ann. tit. 8, Section 242(b)(2).
 
          A statement of the designations of each class and the powers,
preferences and rights, and qualifications, limitations or restrictions thereof
is as follows:
 
     A. CLASS A COMMON STOCK
 
          (1) DIVIDENDS. The holders of the Class A Common Stock shall be
entitled to receive, share for share with the holders of shares of Class B
Common Stock, such dividends if, as and when declared from time to time by the
Board of Directors. In the event that such dividend is paid in the form of
shares of Common Stock, holders of Class A Common Stock shall receive Class A
Common Stock and holders of Class B Common Stock shall receive Class B Common
Stock.
 
          (2) LIQUIDATION. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the
Corporation, the holders of the Class A Common Stock shall be entitled to
receive, share for share with the holders of shares of Class B Common Stock, all
the assets of the Corporation of whatever kind available for distribution to
stockholders, after the rights of the holders of the Preferred Stock have been
satisfied.
 
          (3) VOTING. Each holder of Class A Common Stock shall be entitled to
one vote for each share of Class A Common Stock held as of the applicable date
on any matter that is submitted to a vote or for the consent of the stockholders
of the Corporation. Except as otherwise provided herein or by the General
Corporation Law of the State of Delaware, the holders of Class A Common Stock
and the holders of Class B Common Stock shall at all times vote on all matters
(including the election of directors) together as one class.
 
          (4) REDESIGNATION. Upon the conversion of all of the outstanding Class
B Common Stock into shares of Class A Common Stock, the Class A Common Stock
shall be automatically redesignated as "Common Stock."
 
     B. CLASS B COMMON STOCK
 
          (1) DIVIDENDS. The holders of the Class B Common Stock shall be
entitled to receive, share for share with the holders of shares of Class A
Common Stock, such dividends if,
 
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as and when declared from time to time by the Board of Directors. In the event
that such dividend is paid in the form of shares of Common Stock, holders of
Class A Common Stock shall receive Class A Common Stock and holders of Class B
Common Stock shall receive Class B Common Stock.
 
          (2) LIQUIDATION. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the
Corporation, the holders of the Class B Common Stock shall be entitled to
receive, share for share with the holders of shares of Class A Common Stock, all
the assets of the Corporation of whatever kind available for distribution to
stockholders, after the rights of the holders of the Preferred Stock have been
satisfied.
 
          (3) VOTING. Each holder of Class B Common Stock shall be entitled to
ten votes for each share of Class B Common Stock held as of the applicable date
on any matter that is submitted to a vote or for the consent of the stockholders
of the Corporation. Except as otherwise provided herein or by the General
Corporation Law of the State of Delaware, the holders of Class A Common Stock
and the holders of Class B Common Stock shall at all times vote on all matters
(including the election of directors) together as one class.
 
          (4) CONVERSION.
 
               (a) Each share of Class B Common Stock shall be convertible into
one fully paid and nonassessable share of Class A Common Stock at the option of
the holder thereof at any time.
 
               (b) Each share of Class B Common Stock shall automatically be
converted into one fully paid and nonassessable share of Class A Common Stock
upon the earliest of (i) the date such shares cease to be beneficially owned (as
such term is defined under Section 13(d) of the Securities Exchange Act of 1934,
as amended ("Section 13(d)") by W. Kent Taylor, (ii) the date that W. Kent
Taylor ceases to beneficially own (as such term is defined under Section 13(d))
at least 20% of the outstanding shares of Common Stock of the Company, (iii) the
death or "permanent and total disability" of W. Kent Taylor within the meaning
of 26 CFR 7.105-1, or (iv) September 30, 2009.
 
               (c) The one-to-one conversion ratio for the conversion of the
Class B Common Stock into Class A Common Stock in accordance with Section 4(a)
and 4(b) of this Article IV shall in all events be equitably adjusted in the
event of any recapitalization of the Corporation by means of a stock dividend
on, or a stock split or combination of, outstanding Class A Common Stock or
Class B Common Stock, or in the event of any merger, consolidation or other
reorganization of the Corporation with another corporation.
 
               (d) The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Class A Common Stock, solely for
the purpose of effecting the conversion of the shares of Class B Common Stock,
such number of its shares of Class A Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Class B Common
Stock.
 
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               (e) If any shares of Class B Common Stock shall be converted
pursuant to this Section 4, the shares so converted shall be retired and
returned to the authorized but unissued shares of Class B Common Stock.
 
          C. OTHER MATTERS AFFECTING SHAREHOLDERS OF CLASS A COMMON STOCK AND
CLASS B COMMON STOCK
 
               In no event shall any stock dividends or stock splits or
combinations of stock be declared or made on Class A Common Stock or Class B
Common Stock unless the shares of Class A Common Stock and Class B Common Stock
at the time outstanding are treated equally and identically, except that such
dividends or stock splits or combinations shall be made in respect of shares of
Class A Common Stock and Class B Common Stock in the form of shares of Class A
Common Stock or Class B Common Stock, respectively.
 
          D. PREFERRED STOCK
 
               The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is expressly authorized, by resolution
adopted and filed in accordance with law, and with the consent of the holders of
a majority of the outstanding shares of Class B Common Stock, to fix the number
of shares in each series, the designation thereof, the powers (including voting
powers, full or limited, if any), the preferences and relative participating,
optional or other special rights thereof, and the qualifications or restrictions
thereon, of each series and the variations in such voting powers (if any) and
preferences and rights as between series. Any shares of any class or series of
Preferred Stock purchased, exchanged, converted or otherwise acquired by the
Corporation, in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock, without designation as
to series, and may be reissued as part of any series of Preferred Stock created
by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth in this Certificate of
Incorporation or in such resolution or resolutions.
 
                                    ARTICLE V
 
                               BOARD OF DIRECTORS
 
               The number of directors of the Corporation from time to time
shall be as fixed by, or in the manner provided in, the bylaws of the
Corporation. Effective upon the date of the closing of the Corporation's initial
public offering (the "Effective Date"), the directors shall be divided into 3
classes, with the initial term of office of the first class to expire at the
first annual meeting of stockholders held after the Effective Date; the initial
term of office of the second class to expire at the second annual meeting of
stockholders held after the Effective Date; and the initial term of office of
the third class to expire at the third annual meeting of stockholders held after
the Effective Date. At each annual meeting of stockholders following such
initial classification and election, 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 the stockholders after their election,
and shall continue to hold office until their respective successors are elected
and qualified, except in case of the death, resignation, or removal of any
director. In the event of any increase in the number of directors fixed by the
Board of Directors, the
 
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additional directors shall be classified so that all classes of directors have
as nearly equal numbers of directors as may be possible. In the event of any
decrease in the number of directors, all classes of directors shall be decreased
equally as nearly as may be possible. Except as may be provided by the terms of
any series of Preferred Stock, each director of the Corporation shall be
entitled to one vote on each matter voted or acted upon by the Board of
Directors.
 
                                   ARTICLE VI
 
                             LIMITATION OF LIABILITY
 
               No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing shall not eliminate or
limit the liability of a director (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders; (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law; (c) under Section 174 of the General Corporation Law of the State of
Delaware; or (d) for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of the State of Delaware shall
be amended to permit further elimination or limitation of 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 General Corporation
Law of the State of Delaware as so amended. Any repeal or modification of this
Article VI 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, or
increase the liability of any director of the Corporation with respect to any
acts or omission occurring prior to, such repeal or modification.
 
                                   ARTICLE VII
 
                                     BYLAWS
 
               The Board of Directors is expressly authorized to adopt, alter,
amend or repeal the Bylaws of the Corporation by affirmative vote of a majority
of the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present. Any Bylaws made by the directors under
the powers conferred hereby may be altered, amended or repealed by the directors
or by the stockholders acting in accordance with the terms hereof or thereof.
Notwithstanding the foregoing and anything contained in this Certificate of
Incorporation to the contrary, Sections 3, 9, 10 and 13 of Article II and
Sections 2, 3 and 5 of Article III of the Bylaws shall not be altered, amended
or repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least a majority of the voting power of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote, voting together as a single class.
 
                                  ARTICLE VIII
 
                              REMOVAL OF A DIRECTOR
 
               A director may be removed, at any time, either with or without
cause, by the affirmative vote of holders of a majority of the voting power of
shares of stock then entitled to vote with respect to the election of such
director.
 
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                                   ARTICLE IX
 
                                    DURATION
 
               The Corporation is to have perpetual existence.
 
                                    ARTICLE X
 
                                 INDEMNIFICATION
 
               The Corporation may indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or any predecessor of the Corporation or serves or served at any
other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.
 
                                   ARTICLE XI
 
                            MEETINGS OF STOCKHOLDERS
 
               Meetings of stockholders may be held within or without the State
of Delaware, as determined by the Board of Directors. The books of the
Corporation may be kept (subject to any provision contained in the Delaware
General Corporation Law) 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.
 
                                   ARTICLE XII
 
                              RESERVATION OF RIGHTS
 
               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 by the General Corporation Law of Delaware,
and all rights conferred upon stockholders herein are granted subject to this
reservation above, provided that the rights of the Class B Common Stock may not
be amended, altered, changed or repealed without the approval of the holders of
a majority of the outstanding shares of Class B Common Stock.
 
 
                                    * * * * *
 
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          IN WITNESS WHEREOF, the undersigned, Sheila C. Brown, being the
Secretary of the Corporation, does hereby further certify that the facts
hereinabove stated are truly set forth and, accordingly, I have hereunto set my
hand this __ day of October, 2004.
 
 
 
                                                -------------------------------
                                                Sheila C. Brown, Secretary