AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RUTH'S CHRIS STEAK HOUSE TEXAS, L.P.

Exhibit 3.16

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

RUTH’S CHRIS STEAK HOUSE TEXAS, L.P.

TABLE OF CONTENTS

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AGREEMENT OF LIMITED PARTNERSHIP

OF

RUTH’S CHRIS STEAK HOUSE TEXAS, LP

This AGREEMENT OF LIMITED PARTNERSHIP (this “ Agreement ”) of Ruth’s Chris Steak House Texas, LP , a Texas limited partnership (the “ Partnership ”), is made and entered into as of March 31, 2004 (the “ Effective Date ”), by and among the Partners, (defined below).

R E C I T A L S

WHEREAS, the Partnership was formed on September 1, 2000 between its sole General Partner, Ruth’s Chris Steak House, Inc. (f/k/a Ruth U. Fertel, Inc.), a Louisiana corporation (“ RCSH ”) and its sole Limited Partner, RCSH Holdings, Inc., a Louisiana corporation (“ Holdings ”), by the filing of a Certificate of Limited Partnership with the Texas Secretary of State;

WHEREAS, on December 31, 2000, pursuant to Texas Business Corporation Act Sections 1.02 and 5.01 et. Seq. and the Texas Revised Limited Partnership Act Section 2.11, the Partnership consummated a merger with Ruth’s Chris Steak House #4, Inc. (“ #4 ”), a Texas corporation (the “ Merger ”), wherein 99% limited partnerships interests in the Partnership were issued to Holdings and the 1% general partner interest in exchange for all of the property belonging to #4, including sole ownership of the restaurant operations located in Houston and Sugar Land, Texas; agreement to said Merger having been duly filed in the Corporations Section of the Texas Secretary of State on December 28, 2000;

WHEREAS, no person or entity other than RCSH and RCSH Holdings has ever been a partner of LP, and the current ownership of the Partnership is comprised of its sole General Partner, RCSH, owning a 1% General Partnership Interest, and its sole Limited Partner, RCSH Holdings, Inc., a Louisiana corporation owning a 99% Limited Partnership Interest;

WHEREAS, the Partners of the Partnership desire to amend and restate the terms of their limited partnership agreement in its entirety;

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants contained herein, the mutual contributions of the Partners, and for other good and valuable consideration, the Partners agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Business Day ” means a day of the week, other than Saturday or Sunday, on which federally chartered banks in New Orleans, Louisiana are required by law to be open for business.

“ Capital Account ” is defined in Section 3.2.

“ Capital Contribution ” means the total amount of cash or the agreed value of property actually contributed to the Partnership by all of the Partners or any class of Partners or any one Partner, as the context requires.

“ Code ” means the Internal Revenue Code of 1986, or any successor statute thereto, as amended and in effect from time to time and as interpreted by the Regulations.

“ Fiscal Year ” means (i) a calendar year 2004 (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31, or (iii) any portion of the period described in clause (ii) for which the Partnership is required to allocate Profits, Losses and other items of Partnership income, gain, loss or deduction pursuant to Article 4 hereof.

“ General Partner ” means the Louisiana corporation identified as the “General Partner” on Exhibit A , which is the sole general partner of the Partnership. The term “General Partner” also includes any other Person that is duly admitted to the Partnership as an additional or substitute general partner in accordance with this Agreement and the Texas Act.

“ Interest ” means the ownership interest of a Partner in the Partnership at any particular time and includes, without limitation, the right of such Partner to any and all rights and benefits to which a Partner, or an assignee of a Partner, is entitled pursuant to the terms of this Agreement or by law. The Interest of the General Partner in the Partnership (in its capacity as a general partner) shall be deemed a separate Interest from any Limited Partner Interest owned by the General Partner in the Partnership.

“ Limited Partner ” means the entity identified as the “Limited Partner” on Exhibit A , and any Person who is admitted to the Partnership as a limited partner pursuant to the terms of this Agreement.

“ Liquidator ” shall have the meaning set forth in Section 12.2.

“ Partner ” refers to both the General Partner and the Limited Partner unless otherwise indicated.

“ Partnership ” is defined in the preamble paragraph of this Agreement.

“ Partnership Property ” means all interests, properties and rights of any type, whether real, personal, tangible or intangible, owned by the Partnership.

“ Percentage Interest ” means the Interest of each Partner expressed as a percentage of all Interests. The initial Percentage Interests are as set forth on Exhibit B hereto.

“ Person ” shall mean any individual, partnership, corporation, limited liability Partnership, trust or other entity.

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“ Regulations ” means the Treasury Regulations, including Temporary Regulations, promulgated under the Code, as such Regulations may be amended from time to time, including the corresponding provisions of succeeding Regulations.

“ Texas Act ” shall mean the Texas Revised Limited Partnership Act; TEX. REV. STAT. ANN. art 6132a-l, as from time to time amended.

1.2 Construction . The headings in this Agreement are inserted for convenience of reference only and shall not affect interpretation of this Agreement. Whenever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine or the neuter gender shall include the masculine, the feminine and the neuter. The terms “hereof,” “herein” or “hereunder” shall refer to this Agreement as a whole and not to any particular article, section or paragraph. The terms “include” or “including” means includes, without limitation, and the term “including” means including, without limitation. Any reference to an agreement or contract includes any amendment or modification to such agreement or contract made after the date hereof.

ARTICLE 2

ORGANIZATION

2.1 Formation . For and in consideration of the agreements contained herein, the parties formed a limited partnership under the Texas Act by an agreement dated as of September 1, 2000 (“ Partnership Agreement ”). The Partners hereby amend and restate the Partnership Agreement in its entirety, and agree to look solely to this Agreement for the rights and obligatioans of the Partners under the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Texas Act, except as otherwise provided herein.

2.2 Name . The name of the Partnership shall be “ Ruth’s Chris Steak House Texas, L.P. ” The General Partner shall promptly advise the other Partners in writing of any change in the name of the Partnership.

2.3 Registered Agent and Registered Office . The registered agent of the Partnership in the State of Texas shall be CT Corporation System.

2.4 Registered Office . The registered office of the Partnership shall be located at, 1021 Main Street, Suite 1150, Houston Texas 77002. The General Partner may from time to time change the registered agent or registered office of the Partnership, or both. The General Partner shall promptly notify all other Partners of any change in the registered office or registered agent of the Partnership.

2.5 Location of Principal Place of Business . The principal place of business of the Partnership shall be at such place as the General Partner may from time to time designate in writing to the other Partners. The Partnership may maintain such offices at such places as the General Partner deems advisable.

2.6 Business and Purpose . The business and purpose of the Partnership shall be for any lawful purpose, business, or business ventures, as determined by the General Partner, that are otherwise lawful under the Texas Act and consistent with the remaining terms of this Agreement.

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2.7 Term . The term of the Partnership began on the date its Certificate of Limited Partnership (“ Certificate ”) was filed in the office of the Secretary of State of Texas and shall remain in existence until December 31, 2050, unless earlier terminated with the General Partner’s consent.

2.8 Filing of Certificates . The General Partner shall execute, file and publish all such certificates, notices, statements or other instruments required by law for the formation or operation of a limited partnership in all jurisdictions where the Partnership may propose to do business. The General Partner may amend the Certificate from time to time for any proper purpose consistent with the terms of this Agreement.

2.9 Additional Limited Partners . Additional Persons shall become Limited Partners only if: (a) the identity of such Limited Partner and the terms of its admission to the Partnership are approved by a Majority in Interest and the General Partner, (b) such Limited Partner makes a Capital Contribution in a cash amount approved by the Partners pursuant to clause (a) hereof, (c) such Limited Partner executes and delivers to the General Partner a counterpart of this Agreement and thereby become subject to all of the terms and conditions hereof, (d) such Limited Partner executes and delivers to the General Partner (either individually or by virtue of the General Partner’s power of attorney granted hereunder) all certificates, instruments and documents, and taken all such action, as the General Partner may deem appropriate to preserve the limited liability status of the Partnership after the admission, and (e) such Limited Partner complies with applicable securities laws and preserves the federal partnership tax status of the Partnership.

2.10 Organization Certificates . Upon the request of the General Partner, each Limited Partner shall execute and deliver from time to time all certificates and other documents deemed necessary by the General Partner to accomplish all filing, recording, publishing, and other acts appropriate to comply with all requirements (a) for the formation and operation of a limited partnership under the Texas Act, and (b) for the formation, qualification, and operation of a limited partnership, or a partnership in which the limited partners have limited liability, in all other jurisdictions where the Partnership shall propose to conduct business.

2.11 Power of Attorney . Each Limited Partner hereby irrevocably designates and appoints the General Partner and, if a Liquidator is appointed, the Liquidator, severally, and its successors and assigns, each with full power of substitution, such Limited Partner’s agent and attorney-in-fact in his name, place and stead necessary to enable the Partnership to qualify to do business under the laws of any jurisdiction and to make such further governmental filings as are required from time to time. The power of attorney granted herein is hereby declared irrevocable and a power coupled with an interest, shall survive the death, disability or bankruptcy of a Limited Partner, if an individual, or the bankruptcy, dissolution or other termination of a Limited Partner, if a corporation, trust, partnership or unincorporated association, and shall extend to and be binding upon such Limited Partner’s legal representatives, heirs, successors, and assigns.

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ARTICLE 3

CAPITALIZATION AND ADDITIONAL FINANCING

3.1 Partnership Capital .

(a) No interest shall be paid by the Partnership on any Capital Contributions to the Partnership or on Capital Account balances.

(b) No Partner shall have the right to withdraw any part of such Partner’s Capital Contribution to the Partnership or such Partner’s Capital Account, or to receive any return of any portion of such Partner’s Capital Contribution or Capital Account, except as may be specifically provided in this Agreement.

(c) Under circumstances involving a return of any Capital Contribution, no Partner shall have the right to receive property other than cash, except as may be specifically provided in this Agreement.

(d) Loans from a Partner to the Partnership shall not be considered Capital Contributions.

3.2 Capital Accounts . Each Partner and each Assignee shall have a capital account (each, a “ Capital Account ”) computed in accordance with the Code and the Regulations.

3.3 Partnership Borrowing . The General Partner may cause the Partnership to borrow money from time to time, from third parties or from a Partner, and may mortgage or pledge Partnership property to obtain and secure the repayment of such loans. The proceeds of Partnership loans may be used for any Partnership purpose, including the payment of the costs of operations or the refinancing of Partnership indebtedness. The Partnership may borrow from third parties or a Partner, including the General Partner. A Partner is not, however, obligated to lend funds to the Partnership.

ARTICLE 4

ALLOCATIONS

4.1 Profits and Losses . After giving effect to the special allocations set forth in Section 4.2 hereof, profits and losses for any Fiscal Year shall be allocated to the Partners in accordance with their Percentage Interests. The losses allocated pursuant this Section 4.1 hereof shall not exceed the maximum amount of losses that can be so allocated without causing any Limited Partner to have a Capital Account deficit at the end of any Fiscal Year.

4.2 Allocations for Shifting Interests . Except as otherwise provided herein, all items of income, gain, loss, deduction, and credit allocable to any Partner that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the Fiscal Year during which each was recognized as owning that Partner’s Interest, without regard to the results of Partnership operations during any particular portion of that Fiscal Year and without regard to whether cash distributions were made to the transferor or the transferee during that Fiscal Year; provided, however, that this allocation must be made in accordance with a method permissible under Section 706 of the Code and the Regulations thereunder.

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ARTICLE 5

DISTRIBUTIONS

5.1 Distributions in the General Partner’s Discretion . From time to time the General Partner may, in its discretion, distribute cash to the Partners pro rata in accordance with their respective Percentage Interests in the Partnership with the distribution to each Partner being the product of the aggregate cash distribution being made multiplied by such Partner’s Percentage Interest. Each such cash distribution shall only be made after (a) payment of all operating expenses of the Partnership payable as of such time (including, wit