SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No.________)*



O'Charleys Inc.
 (Name of Issuer)

Common Stock (Par Value n/a)
(Title of Class of Securities)

670823103
(CUSIP Number)

Check the following box if a fee is being paid with this statement [ ].
A fee is not required only if the filing person:(1)has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment
subsequent there to reporting beneficial ownership of five percent or
less of such class.)(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page shall not
Be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).









(Continued on following pages)
Page 1 of 6 Pages


CUSIP No. 670823103 					Page 2 of 6


1.	NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Brown Investment Advisory & Trust Company ("BIATC"), its
wholly owned subsidiary, Brown Advisory Incorporated ("BAI").
52-1811121

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]


3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Brown Investment Advisory & Trust Company and Brown Advisory
Incorporated are Maryland corporations.

NUMBER OF 		5 SOLE VOTING POWER
SHARES			      BIATC	 255152 shares
				BAI	 672943 shares
					 928095 shares

BENEFICIALLY		6 SHARED VOTING POWER
OWNED BY 			BIATC	        0 shares
				BAI	        0 shares
					        0 shares


EACH REPORTING 		7 SOLE DISPOSITIVE POWER
PERSON WITH		      BIATC	    255032 shares
				BAI	    672943 shares
					    927975 shares

8 SHARED DISPOSITIVE POWER
				BIATC	         0 shares
				BAI		 0 shares
					         0 shares

CUSIP No. 670823103		 					Page 3 of 6

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                BIATC       255152 shares
				BAI	    672943 shares
	                                    928095 shares

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		[   ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             	 BIATC	        1.3%
		 BAI	 	3.6%
			        4.9%

12. TYPE OF REPORTING PERSON*

		BIATC - BK
		BAI - IA

*SEE INSTRUCTIONS BEFORE FILLING OUT

Item 1. (a) NAME OF ISSUER: 	O'Charleys Inc.

(b) Address of Issuer's Principal Executive Offices:
3038 Sidoo Drive Nashville, TN 37204


Item 2. (a) 	NAME OF PERSON FILING:

Brown Investment Advisory & Trust Company ("BIATC"), its wholly
owned subsidiary, Brown Advisory Incorporated ("BAI").

(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE:

19 South Street
Baltimore, Maryland 21202

(c) CITIZENSHIP:

Brown Investment Advisory & Trust Company and Brown Advisory
Incorporated are Maryland corporations.


CUSIP No. 670823103			 					Page 4 of 6

(d)  TITLE OF CLASS OF SECURITIES:

Common Stock of (n/a par) of O'Charleys Inc.
(e) CUSIP Number:
670823103

Item 3. 	If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:

For BIATC

(b) [x] Bank as defined in section 3(a)(6) of the Act

For BAI

(e) [x] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940

Item 4. 	OWNERSHIP:

(a) AMOUNT BENEFICIALLY OWNED:		As of April 30, 2002

              BIATC	           255152 shares
		BAI	           672943 shares
				   928095 shares

(b) PERCENT OF CLASS:

   		BIATC		1.3%
		BAI	 	3.6%
			        4.9%

(c) Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote:

 			BIATC	      255152 shares
			BAI	      672943 shares
			              928095 shares



CUSIP No. 670823103			 					Page 5 of 6

(ii) shared power to vote or to direct the vote:

			BIATC	      	    0 shares
			BAI		    0 shares
				            0 shares

(iii) sole power to dispose or to direct the disposition of:

			BIATC	       255032 shares
			BAI	       672943 shares
				       927975 shares

(iv) shared power to dispose or to direct the disposition of:

			BIATC	    	    0 shares
			BAI		    0 shares
					    0 shares

Item 5. 	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

		Not applicable

Item 6. 	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

		Not applicable

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

		Not applicable

Item 8. 	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

		Not applicable


Item 9. 	NOTICE OF DISSOLUTION OF GROUP.

		Not applicable


CUSIP No. 670823103			 					Page 6 of 6

Item 10. CERTIFICATION.


By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.


SIGNATURE:

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.

Date:	As of April 30, 2002

Signature:	Brown Investment Advisory & Trust Company

	By: /S/ James P. Stahl

Title:	Vice President

Signature:	Brown Advisory Incorporated

	By: /S/ James P. Stahl


	Title:	Vice President