Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 2

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

O’Charley’s Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

670823103

(CUSIP Number)

Matthew Mark

JET CAPITAL INVESTORS, L.P.

667 Madison Avenue, 9^th Floor

New York, New York 10021

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 5, 2006

(Date of Event Which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ¨

(Continued on following pages)

(Page 1 of 11 Pages)

CUSIP No. 670823103		13D		Page 2 of 11 Pages
1	NAMES OF REPORTING PERSONS Jet Capital Investors, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) See Item 5
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 656,863
		8	SHARED VOTING POWER 1,455,835
		9	SOLE DISPOSITIVE POWER 656,863
		10	SHARED DISPOSITIVE POWER 1,455,835
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,112,698
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 670823103		13D		Page 3 of 11 Pages
1	NAMES OF REPORTING PERSONS Jet Capital Arbitrage & Event Fund I, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) See Item 5
3	SEC USE ONLY
4	SOURCE OF FUNDS WC (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 103,767
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 103,767
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,767
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 670823103		13D		Page 4 of 11 Pages
1	NAMES OF REPORTING PERSONS Jet Capital Concentrated Fund, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) See Item 5
3	SEC USE ONLY
4	SOURCE OF FUNDS WC (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r
6	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 323,903
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 323,903
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 323,903
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 670823103		13D		Page 5 of 11 Pages
1	NAMES OF REPORTING PERSONS Jet Capital Concentrated Offshore Fund, LTD I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) See Item 5
3	SEC USE ONLY
4	SOURCE OF FUNDS WC (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 229,193
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 229,193
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 229,193
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 670823103		13D		Page 6 of 11 Pages
1	NAMES OF REPORTING PERSONS Jet Capital Management, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) See Item 5
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 427,670
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 427,670
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,670
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 670823103		13D		Page 7 of 11 Pages
1	NAMES OF REPORTING PERSONS Alan Cooper I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Not applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) See Item 5
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,112,698
		9	SOLE DISPOSITIVE POWER None
		10	SHARED DISPOSITIVE POWER 2,112,698
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,112,698
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 670823103		13D		Page 8 of 11 Pages
1	NAMES OF REPORTING PERSONS Matthew Mark I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Not applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) r (b) See Item 5
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) r
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,112,698
		9	SOLE DISPOSITIVE POWER None
		10	SHARED DISPOSITIVE POWER 2,112,698
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,112,698
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON IN

Amendment No. 2 to

Schedule 13D

This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2006, as amended by that certain Amendment No. 1 filed on June 19, 2006 (together the "Statement”), by and on behalf of Jet Capital Investors, LP (“Jet Capital”), Jet Capital Arbitrage & Event Fund I, LP (“Jet Arbitrage”), Jet Capital Concentrated Fund, LP (“Jet Concentrated”), Jet Capital Concentrated Offshore Fund, LTD (“Jet Offshore”), Jet Capital Management, L.L.C., Alan Cooper and Matthew Mark with respect to the common stock, no par value per share (the “Common Stock”), of O’Charley’s Inc., a Tennessee corporation (the “Company”).

Item 3. Source and Amount of Funds or Other Consideration.

The information contained in Item 3 of the Statement is hereby amended and restated as follows:

The shares of Common Stock reported to be owned by the Reporting Persons were acquired in the open market. All such purchases of Common Stock were funded by investment capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The amount of the funds expended for such purchases by Jet Arbitrage, Jet Offshore, Jet Concentrated and the Managed Accounts was $1,663,888.00, $3,776,556.00, $5,255,394.00 and $23,010,155.00 respectively.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(c) of the Statement are hereby amended and restated as follows:

(a) As of the date hereof, the Reporting Persons beneficially own an aggregate of 2,112,698 shares of Common Stock, representing approximately 9.1% of the outstanding Common Stock.¹ Jet Arbitrage beneficially owns 103,767 of such shares, representing approximately 0.4% of the Common Stock outstanding, Jet Concentrated beneficially owns 323,903 of such shares, representing 1.4% of the Common Stock outstanding, and Jet Offshore beneficially owns 229,193 of such shares, representing 1.0% of the Common Stock outstanding. A total of 1,455,835 of such shares, representing approximately 6.3% of the Common Stock outstanding, are held in the Managed Accounts.

(c) During the past 60 days, the Reporting Persons have acquired and disposed of shares of Common Stock in the open market as set forth on Schedule I hereto. In addition, during the past 60 days the Reporting Persons transferred net amounts of shares of Common Stock among themselves as follows: Jet Arbitrage acquired 23,714 shares, Jet Concentrated acquired 81,130 shares, Jet Offshore acquired 60,292 shares and the Managed Accounts disposed of 165,136 shares. Except as set forth above and on Schedule I, none of the Reporting Persons have effected any transactions in the Common Stock during the past 60 days.

------------------------------------

¹ Based on 23,182,870 shares of Common Stock outstanding on August 14, 2006, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended July 9, 2006.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: October 9, 2006

JET CAPITAL INVESTORS, L.P.

By: Jet Capital G.P. L.L.C.

By: /s/ Matthew Mark

Name: Matthew Mark

Title: Managing Member

JET CAPITAL ARBITRAGE &

EVENT FUND I, LP

By: Jet Capital Management, L.L.C.

By: /s/ Matthew Mark

Name: Matthew Mark

Title: Managing Member

JET CAPITAL CONCENTRATED FUND, LP

By: Jet Capital Management, L.L.C.

By: /s/ Matthew Mark

Name: Matthew Mark

Title: Managing Member

JET CAPITAL CONCENTRATED OFFSHORE FUND, LTD

By: /s/ Matthew Mark

Name: Matthew Mark

Title: Director

JET CAPITAL MANAGEMENT, L.L.C.

By: /s/ Matthew Mark

Name: Matthew Mark

Title: Managing Member

By: /s/ Matthew Mark

Matthew Mark

By: /s/ Alan Cooper

Alan Cooper

Schedule I

This schedule sets forth information with respect to each open market transaction in Common Stock which was effectuated by Jet Capital Arbitrage & Event Fund I, LP during the past 60 days.

Date	Transaction Type	Number of Shares	Price Per Share	Trade Amount

9/26/2006	Sale	1,029	$ 19.24	$ 19,798.79
9/29/2006	Purchase	922	19.01	17,526.67

This schedule sets forth information with respect to each open market transaction in Common Stock which was effectuated by Jet Capital Concentrated Fund, LP during the past 60 days.

Date	Transaction Type	Number of Shares	Price Per Share	Trade Amount

9/26/2006	Sale	3,121	$ 19.24	$ 60,050.56
9/29/2006	Purchase	2,796	19.01	53,150.28

This schedule sets forth information with respect to each open market transaction of Common Stock which was effectuated by Jet Capital Concentrated Offshore Fund, Ltd. during the past 60 days.

Date	Transaction Type	Number of Shares	Price Per Share	Trade Amount

9/26/2006	Sale	2,171	$ 19.24	$ 41,771.79
9/29/2006	Purchase	1,945	19.01	36,973.28

This schedule sets forth information with respect to each open market transaction in Common Stock which was effectuated in the Managed Accounts during the past 60 days.

Date	Transaction Type	Number of Shares	Price Per Share	Trade Amount

9/26/2006	Sale	21,584	$ 19.24	$ 415,276.16
9/29/2006	Purchase	19,337	19.01	367,596.37
10/03/2006	Purchase	10,000	19.32	193,200.00
10/05/2006	Sale	47,882	19.71	943,581.84