O'Charley's Inc. Announces Management and Organizational Changes

The Company also announced that Mr. Richard D. May, 53, ChiefStrategy Officer, has announced that he will resign at the end of theyear, following the completion of the Company's strategic reviewprocess. His strategic planning responsibilities will be assumed byMr. Lawrence E. Hyatt, 51, the Company's Chief Financial Officer.

Mr. Burns stated, "To guide our O'Charley's concept, we areseeking a proven leader with deep operational experience in therestaurant, hospitality or retail industries, and one who can developand implement initiatives to drive sales, increase guest frequency,and improve operating margins through more efficient food, labor andenergy costs. Additionally, our organization is striving to strengthenour relationship with each and every guest. We have a 'Passion toServe' vision and our new O'Charley's concept president will help usachieve our goal of being 'Best of Class.' The O'Charley's concept isa proven one and will benefit greatly from new operational approaches.Given his experience in the retail, foodservice and the hospitalityindustries, we look forward to Larry Hyatt's increased involvement inthe Company's strategic planning efforts. Finally, on behalf of theboard, management team and all of the O'Charley's Inc. employees, Iwish to thank Steve for his many years of loyal service to the companyand all that he has meant to the O'Charley's team. We also wish toacknowledge the many valuable contributions Rich made to the Companyduring his tenure with us. We wish both of them well in their futureendeavors."

Other Management and Organizational Changes Announced

In addition to the departures of Mr. Hislop and Mr. May,O'Charley's also announced a number of management appointments andorganizational changes intended to improve the organizationaleffectiveness and efficiency of the organization:

-- All real estate development activities, including site selection, development, construction, and equipment purchasing for all of the Company's restaurant concepts are being consolidated under James Quackenbush, 47, who has been promoted to the new position of Vice President of Corporate Real Estate Development. Mr. Quackenbush is a four-year veteran of Ninety Nine Restaurant & Pub, and previously spent over 20 years in real estate development at McDonald's Corporation. The Company expects this new structure to facilitate the sharing of knowledge and the achievement of other cost efficiencies in the construction and purchasing processes.

-- Susan Osterberg, 41, a 17-year veteran of O'Charley's and previously the Chief Support Officer for the Company, will become an Area Supervisor for the O'Charley's concept.

-- Diane Dillon, 39, has been promoted to Vice President of Corporate Communications, a newly-created position within the company. Previously a part of the Ninety Nine concept team, Diane will be responsible for all internal and external communications at the O'Charley's, Stoney River Legendary Steaks, and the Ninety Nine concepts. Ms. Dillon joined Ninety Nine in 1998 and has more than 15 years of marketing and communications expertise.

Commenting on the management and organizational changes, Mr. Burnsstated, "A big part of my focus is finding the right people to leadour transformation process and these individuals will play importantroles in that effort. We have stated that we will be opening fewerrestaurants in 2006 than we have in previous years and, as a result,we will streamline the development organization and processes underthe direction of James Quackenbush. Susan Osterberg, with hercustomer-orientation and high level of energy, will focus on meetingthe operational and performance goals of the O'Charley's concept as anArea Supervisor. Finally, communicating the progress of thetransformation process to both external as well as internal audiencesis central to its success and Diane Dillon is well-suited for thiseffort."

The Company expects that severance, relocation and other costsrelating to the organizational and management changes announced todaywill impact fourth quarter results by $0.04 per diluted share. Thischarge was not reflected in the fourth quarter guidance issued by theCompany with the release of its third quarter results on October 27.

About O'Charley's Inc.

O'Charley's Inc., headquartered in Nashville, Tenn., is amulti-concept restaurant company that operates or franchises a totalof 347 restaurants under three brands: O'Charley's, Ninety NineRestaurant and Pub, and Stoney River Legendary Steaks. The Companyoperates 225 company-owned O'Charley's restaurants in 17 states in theSoutheast and Midwest, and has four franchised O'Charley's restaurantsin Michigan and two joint venture O'Charley's restaurants inLouisiana. The menu, with an emphasis on fresh preparation, featuresseveral specialty items such as hand-cut and aged steaks, a variety ofseafood and chicken, freshly baked yeast rolls, fresh-cut salads withspecial-recipe salad dressings and signature caramel pie. The Companyoperates Ninety Nine Restaurant & Pub restaurants in 109 locationsthroughout Connecticut, Maine, Massachusetts, New Hampshire, New York,Rhode Island, Vermont and Pennsylvania. Ninety Nine has earned astrong reputation for providing generous portions of high-quality foodat moderate prices in a comfortable, relaxed atmosphere. The menufeatures a wide selection of appetizers, salads, sandwiches, burgers,entrees and desserts. The Company operates seven Stoney RiverLegendary Steaks restaurants in Georgia, Illinois, Kentucky, Ohio andTennessee. The dinner-only steakhouse concept appeals to both upscalecasual dining and fine dining customers by offering high-quality foodand attentive customer service typical of high-end steakhouses at moremoderate prices.

Forward-Looking Statement

This press release and statements made by or on behalf of theCompany relating hereto may be deemed to constitute forward-lookingstatements made pursuant to the safe harbor provisions of the PrivateSecurities Litigation Reform Act of 1995. These forward-lookingstatements are subject to certain risks and uncertainties, includingthe risks described in the Company's filings with the Securities andExchange Commission. In light of the significant uncertaintiesinherent in the forward-looking statements included herein, you shouldnot regard the inclusion of such information as a representation by usthat our objectives, plans and projected results of operations will beachieved and the Company's actual results could differ materially fromsuch forward-looking statements. The Company does not undertake anyobligation to publicly release any revisions to the forward-lookingstatements contained herein to reflect events and circumstancesoccurring after the date hereof or to reflect the occurrence ofunanticipated events.