SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACTS OF 1934

                       For the transition period from to .


                           Commission File No. 0-23226


                              GRILL CONCEPTS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              13-3319172
 ------------------------------                             --------------------
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                              Identification No.)


        11661 San Vicente Blvd., Suite 404, Los Angeles, California 90049
        -----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (310) 820-5559
               --------------------------------------------------
              (Registrant's telephone number, including area code)



             (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
                     ---   ---

     As of May10,  2002,  5,537,071  shares of Common  Stock of the issuer  were
outstanding.
<PAGE>
                              GRILL CONCEPTS, INC.

                                      INDEX


                                                                          Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Consolidated Condensed Balance Sheets - March 31, 2002
            and December 30, 2001...........................................   1

            Consolidated Condensed Statements of Operations - For the three
            months ended March 31, 2002 and April 1, 2001...................   3

            Consolidated Condensed Statements of Cash Flows - For the three
            months ended March 31, 2002 and April 1, 2001...................   4

            Notes to Consolidated Condensed Financial Statements............   5

   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations.......................................   6

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk......  12

PART II - OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K................................  12

SIGNATURES    ..............................................................  13

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                      GRILL CONCEPTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                     ASSETS




                                                 March 31,       December 30,
                                                   2002             2001
                                                -----------      -------------
                                                (unaudited)

Current assets:
     Cash and cash equivalents                   $1,509,000     $ 2,300,000
     Inventories                                    536,000         590,000
     Receivables                                    736,000         602,000
     Prepaid expenses & other current assets        766,000         575,000
                                               -------------   -------------

          Total current assets                    3,547,000       4,067,000

Furniture, equipment and improvements, net        9,070,000       9,066,000

Goodwill, net                                       205,000         205,000
Liquor licenses                                     454,000         454,000
Advance to affiliate                                250,000               -
Other assets                                        540,000         552,000
                                               -------------   -------------

          Total assets                          $14,066,000     $14,344,000
                                               =============   =============




              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.


                                       1
<PAGE>



                      GRILL CONCEPTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Continued)


             LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY
<TABLE>


                                                                       March 31,        December 30,
                                                                          2002                2001
                                                                     ---------------    ------------------
                                                                      (unaudited)
<S>                                                                  <C>                <C>
Current liabilities:
     Accounts payable                                                   $ 1,165,000           $ 1,179,000
     Accrued expenses                                                     2,618,000             2,919,000
     Current portion of long term debt                                      375,000               369,000
     Note payable - related parties                                         297,000               293,000
                                                                     ---------------    ------------------
          Total current liabilities                                       4,455,000             4,760,000

Long-term debt                                                              849,000               943,000
Notes payable - related parties                                             553,000               591,000
                                                                     ---------------    ------------------
          Total liabilities                                               5,857,000             6,294,000

Minority interest                                                         1,921,000             2,005,000

Stockholders' equity:
    Series I,  Convertible Preferred Stock, $.001 par
        value; 1,000,000 shares authorized, none
        issued and outstanding in 2002 and 2001                                   -                     -
    Series II, 10%  Convertible  Preferred  Stock,
     $.001 par  value;  1,000,000
        shares authorized, 500 shares issued
        and outstanding in 2002 and 2001                                          -                     -
    Common stock, $.00004 par value; 12,000,000
shares
         authorized in 2002 and 2001, 5,537,071 issued and
         outstanding in 2002 and 2001                                             -                     -

    Additional paid-in capital                                           13,152,000            13,152,000

    Accumulated deficit                                                  (6,864,000)           (7,107,000)
                                                                     ---------------    ------------------
          Total stockholders' equity                                      6,288,000             6,045,000

Total liabilities, minority interest and stockholders' equity           $14,066,000           $14,344,000
                                                                     ===============    ==================

</TABLE>


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                       2
<PAGE>


                      GRILL CONCEPTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>



                                                                          Three Months Ended
                                                                  ------------------------------------
                                                                     March 31,             April 1,
                                                                        2002                 2001
                                                                  -----------------    -----------------
<S>                                                               <C>                   <C>

Revenues:
     Sales                                                             $11,550,000          $12,279,000
     Management and license fees                                           222,000              156,000
                                                                  -----------------    -----------------
          Total revenues                                                11,772,000           12,435,000

Cost of sales                                                            3,181,000           3,372, 000
                                                                  -----------------    -----------------
     Gross Profit                                                        8,591,000            9,063,000
                                                                  -----------------    -----------------

Operating expenses:
     Restaurant operating expenses                                       7,033,000            7,327,000
     General and administrative                                            929,000            1,023,000
     Depreciation and amortization                                         371,000              310,000
                                                                  -----------------    -----------------
          Total operating expenses                                       8,333,000            8,660,000
                                                                  -----------------    -----------------

Income from operations                                                     258,000              403,000
     Interest expense, net                                                 (45,000)             (90,000)
                                                                  -----------------    -----------------
     Income before provision for income taxes, equity
in
      loss of joint venture and minority interest                          213,000              313,000

Provision for income taxes                                                 (18,000)                   -
Minority interest                                                           53,000               16,000
Equity in loss of joint venture                                             (5,000)                   -
                                                                  -----------------    -----------------
          Net income                                                       243,000              329,000
                                                                  -----------------    -----------------

Preferred dividends accrued or paid                                       (13,000)             (13,000)
                                                                  -----------------    -----------------

Net income applicable to common stock                                   $ 230,000            $ 316,000
                                                                  =================    =================
Net income per share applicable to common stock:
     Basic net income                                                       $0.04                $0.08
                                                                  =================    =================
     Diluted net income                                                     $0.04                $0.08
                                                                  =================    =================

Weighted average share outstanding:
      Basic                                                             5,537,071            4,203,738
                                                                  =================    =================
      Diluted                                                           5,537,071            4,325,799
                                                                  =================    =================

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       3
<PAGE>

                      GRILL CONCEPTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>


                                                                           Three Months Ended
                                                                  -------------------------------------
                                                                     March 31,            April 1,
                                                                       2002                 2001
                                                                  ----------------     ----------------
<S>                                                               <C>                   <C>

Cash flows from operating activities:
     Net income                                                        $243,000            $ 329,000
     Adjustments to reconcile net income to net cash
       provided by operating activities:
          Depreciation and amortization                                 371,000              310,000
          Minority interest in earnings (loss) of subsidiaries         (53,000)             (16,000)
          Equity in loss of joint venture                                 5,000                    -
          Changes in operating assets and liabilities:
              Inventories                                                54,000                7,000
              Receivables                                             (134,000)              253,000
              Prepaid expenses and other current assets               (195,000)            (103,000)
              Liquor licenses and other assets                          (3,000)             (33,000)
              Accounts payable                                         (14,000)            (324,000)
              Accrued expenses                                        (288,000)            (223,000)
                                                                ----------------     ----------------
Net cash (used in) provided by operating activities                    (14,000)              200,000
                                                                ----------------     ----------------

Cash flows from investing activities:
   Additions to furniture, equipment and improvements                 (360,000)             (23,000)

    Advance to affiliate                                              (250,000)                    -
                                                                ----------------     ----------------
 Net cash used in investing activities                                (610,000)             (23,000)
                                                                ----------------     ----------------

Cash flows from financing activities:
     Payments on related party debt                                    (34,000)             (12,000)
     Payments on long term debt                                        (89,000)            (216,000)
     Return of capital to minority shareholder                                -             (90,000)
     Preferred return to minority shareholder                          (44,000)             (59,000)
                                                                ----------------     ----------------
Net cash used in financing activities                                 (167,000)            (377,000)
                                                                ----------------     ----------------

Net decrease in cash and cash equivalents                             (791,000)            (200,000)
Cash and cash equivalents, beginning of period                        2,300,000              623,000
                                                                ----------------     ----------------
Cash and cash equivalents, end of period                            $ 1,509,000            $ 423,000
                                                                ================     ================

Supplemental cash flow information: Cash paid during the period for:
       Interest                                                        $ 50,000             $ 95,000
       Income taxes                                                    $ 39,000               $9,000
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       4
<PAGE>

                      GRILL CONCEPTS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1.   INTERIM FINANCIAL PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements  for reporting on Form 10-Q.  These financial  statements have
     not been audited by independent accountants.  The December 30, 2001 balance
     sheet data was  derived  from  audited  financial  statements  but does not
     include  all  disclosures   required  by  generally   accepted   accounting
     principles.  The interim  financial  statements and notes thereto should be
     read in conjunction with the financial statements and notes included in the
     Company's  Form 10-K dated December 30, 2001. In the opinion of management,
     these interim  financial  statements  reflect all  adjustments  of a normal
     recurring  nature  necessary  for a fair  statement  of the results for the
     interim periods presented. The current period results of operations are not
     necessarily  indicative of results,  which  ultimately will be reported for
     the full year ending December 29, 2002.

     Certain  prior year  amounts have been  reclassified  to conform to current
     year presentation.

2.   RECENTLY ISSUSED ACCOUNTING REQUIREMENTS

      Accounting Pronouncements Adopted December 31, 2001

     In July 2001,  the FASB issued  Statement  of Financial  Standards  No. 142
     ("SFAS 142"),  "Goodwill  and Other  Intangible  Assets."  SFAS 142,  which
     changes the accounting for goodwill and indefinite-lived  intangible assets
     from an amortization  method to an impairment-only  approach,  is effective
     for the  Company  for fiscal  year 2002.  Adoption  of SFAS No. 142 reduced
     amortization  expense by $2,000 for the first quarter of 2002.  The Company
     has until June 2002 to complete  our  transitional  impairment  of goodwill
     associated  with  adopting  SFAS No. 142. The amount of  impairment  losses
     recognizable  upon adoption,  if any, is not expected to have a significant
     impact on the Company's financial statements.

     In August 2001, the FASB also issued  Statement of Financial  Standards No.
     144, ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
     Assets,"  which  replaces  SFAS No.  121,  "Accounting  for  Impairment  of
     Long-Lived  Assets and for Long-Lived to be Disposed Of'" and also replaces
     and broadens the provisions of Accounting  Principles Board Opinion No. 30,
     "Reporting  Results of  Operations - Reporting the Effects of Disposal of a
     Segment  of  a  Business,  and  Extraordinary,   Unusual  and  Infrequently
     Occurring Events and Transactions." SFAS No. 144 establishes one accounting
     model,  based on framework  established  in SFAS No. 121, for  recognition,
     measurement and reporting of impairment of long-lived assets to be held and
     used and  measurement of long-lived  assets to be disposed of by sale. SFAS
     No. 144 was  required for our fiscal year  beginning  December 31, 2001 and
     did not have a significant impact on our consolidated  financial  position,
     results of operations and cash flows.

     Future Accounting Requirements

     In May 2002,  the FASB issued  Statement  of Financial  Standards  No. 145,
     ("SFAS 145"),  "Rescission  of FAS Nos. 4, 44 and 64,  Amendment of FAS 13,
     and Technical  Corrections."  Among other things, SFAS 145 rescinds various
     pronouncements   regarding   early   extinguishment   of  debt  and  allows
     extraordinary  accounting  treatment for early extinguishment only when the
     provisions of Accounting  principles  Board Opinion No. 30,  "Reporting the
     Results of Operations and Reporting the Effects of Disposal of a Segment of
     a Business,  and Extraordinary,  Unusual and Infrequently  Occurring Events
     and   Transactions'   are  met.  SFAS  145   provisions   regarding   early
     extinguishment  of debt are generally  effective for fiscal years beginning
     after May 15, 2002.  Management  does not believe that the adoption of this
     statement  will  have  a  material  impact  on our  consolidated  financial
     statements.

                                       5
<PAGE>

3.  DISTRIBUTION OF CAPITAL AND PREFERRED RETURNS

                  The  Operating  Agreement  for San Jose Grill LLC,  stipulates
     that  distributions of  distributable  cash shall be made first, 10% to the
     manager and 90% to the members in the ratio of their  percentage  interests
     until  the  members  have  received  the  amount of their  initial  capital
     contribution. Second, to the payment of the preferred return of ten percent
     per  annum  on  the  unpaid  balance  of  the  member's   adjusted  capital
     contribution  until the entire accrued but unpaid preferred return has been
     paid.  Third,  to the  members in the ratio of their  percentage  interests
     until the additional capital  contributions  have been repaid.  Thereafter,
     distributions  of  distributable  cash  will be made  first,  16 2/3% as an
     incentive  to the  manager  and the  balance to the members in the ratio of
     their percentage  interests.  A distribution of distributable  cash was not
     made in the first  quarter  of 2002.  In  January  2001 a  distribution  of
     distributable cash in the amount of $90,000 was made to the minority member
     that  reduced the member's  interest.  The  minority  member's  unrecovered
     capital contribution at March 31, 2002 was $260,000.

                  The  Operating  Agreement and the Senior  Promissory  Note for
     Chicago - The  Grill on the  Alley,  LLC  stipulates  that the  non-manager
     member of Chicago - The Grill on the Alley, LLC is entitled to a cumulative
     preferred return of eight percent  annually of their capital  contribution.
     Preferred  return payments of $44,000 were paid to the  non-manager  member
     during the first quarter of 2002. These payments are treated as a reduction
     of equity.  Payments  returning $10,000 of converted  capital  contribution
     were made in the first quarter of 2002.

     The Operating  Agreement for The Grill on Hollywood,  LLC  stipulates  that
     distributions  of  distributable  cash  shall  be  made  first,  90% to the
     non-manager member and 10% to the manager member until non-manager member's
     preferred   return,   unrecovered   contribution   account  and  additional
     contribution account are reduced to zero. Second, 90% to the manager member
     and 10% to the  non-manager  member  until the manager  member's  preferred
     return and  unrecovered  contribution  account  have been  reduced to zero.
     Thereafter,  distributions  of  distributable  cash  shall  be  made to the
     members  in  proportion  to  their  respective  percentage  interests.   No
     distribution of distributable cash has been made.

4.       PER SHARE DATA

     Basic  earnings  per share data is based upon  weighted  average  number of
     common shares  outstanding.  Diluted  earnings per share data is based upon
     the weighted average number of common shares outstanding plus the number of
     common shares  potentially  issuable for dilutive  securities such as stock
     options and warrants.


                                       6
<PAGE>
<TABLE>

                                                    2002                          2001
                                          Earnings       Shares         Earnings        Shares
                                        ------------  -----------     -------------   -----------
<S>                                     <C>           <C>             <C>             <C>

Net income                               $243,000                       $ 329,000
Less: preferred stock dividend            (13,000)                        (13,000)
                                         ---------                       ---------
Earnings available for common
stockholders                              230,000       5,537,071         316,000       4,203,738
Dilutive securities:
   Stock options                                -               -               -          33,750

   Warrants                                     -               -               -          88,311
                                       -----------     ----------       ----------    ------------
Dilutive earnings available to common
stockholders                            $ 230,000       5,537,071        $316,000       4,325,799
                                       ============    ==========       ==========    ============
</TABLE>

5.   ADVANCE TO AFFILIATE

     On February  25,  2002 the  Company  began  management  of a San  Francisco
     hotel-based  Daily Grill  restaurant.  The Company  advanced  approximately
     $250,000  to  the  restaurant  which  will  be  reimbursed  through  future
     operations.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

The following  discussion and analysis  should be read in  conjunction  with the
Company's financial statements and notes thereto included elsewhere in this Form
10-Q. Except for the historical  information contained herein, the discussion in
this Form 10-Q contains  certain forward  looking  statements that involve risks
and  uncertainties,  such as  statements  of the  Company's  plans,  objectives,
expectations  and intentions.  The cautionary  statements made in this Form 10-Q
should be read as being  applicable to all related forward  statements  wherever
they  appear in this Form  10-Q.  The  Company's  actual  results  could  differ
materially  from those  discussed here. For a discussion of certain factors that
could cause actual  results to be materially  different,  refer to the Company's
Annual Report on Form 10-K for the year ended December 30, 2001.


                                       7
<PAGE>


Results of Operations

The following table sets forth, for the periods indicated,  information  derived
from  the  Company's  consolidated  statements  of  operations  expressed  as  a
percentage of total operating revenues, except where otherwise noted.
<TABLE>


                                                                        Three Months Ended
                                                                  -------------------------------
                                                                    March 31,         April 1,
                                                                      2002              2001
                                                                  --------------    -------------
                                                                        %                %
<S>                                                               <C>               <C>

Revenues:
    Company restaurant sales                                               98.1             98.7
    Management and license fees                                             1.9              1.3
                                                                  --------------    -------------
          Total revenues                                                  100.0            100.0

Cost of sales                                                              27.0             27.1
                                                                  --------------    -------------
          Gross profit                                                     73.0             72.9
                                                                  --------------    -------------

     Restaurant operating expenses                                         59.7             58.9
     General and administrative                                             7.9              8.2
     Depreciation and amortization                                          3.2              2.5
     Preopening costs                                                       0.0              0.0
                                                                  --------------    -------------
          Total operating expenses                                         70.8             69.6
                                                                  --------------    -------------

          Operating income                                                  2.2              3.3
Interest expense, net                                                     (0.4)            (0.7)
                                                                  --------------    -------------
          Income before taxes, equity in loss of joint
          Venture and minority interest                                     1.8              2.6
Provision for income taxes                                                (0.2)              0.0
Minority interest                                                           0.5              0.1
Equity in loss of joint venture                                             0.0              0.0
                                                                  --------------    -------------
          Net income                                                        2.1              2.7
                                                                  ==============    =============

</TABLE>

The following table sets forth certain unaudited financial information and other
restaurant data relating to Company owned restaurants and Company managed and/or
licensed restaurants.
<TABLE>


                                               First Quarter                 Total open at
                                                  Openings                   End of Quarter
                                        ----------------------------- -----------------------------
                                        FY 2002         FY 2001       FY 2002         FY 2001
<S>                                     <C>            <C>            <C>            <C>

Daily Grill Restaurants:
     Company owned                           -               -             10              10
     Managed and/or licensed                 1               -              5              4
Grill on the Alley restaurants:
     Company owned                           -               -             4               3
Pizza restaurants                            -               -             1               2
Other restaurants
     Managed and/or licensed                 -               -             1               1
                                        ------------    ------------- ------------    -------------
Total                                        1               -            21               20
                                        ============    ============= ============    =============
</TABLE>


                                       8
<PAGE>
<TABLE>

                                                              Three Months Ended
                                                       ------------------------------------
                                                       March 31, 2002       April 1, 2001
                                                       ----------------    ----------------
<S>                                                    <C>                 <C>

Weighted average weekly sales per company owned restaurant:
   Daily Grill                                                 $61,200             $67,100
   Grill on the Alley                                           76,500              89,900
   Pizza restaurants                                            31,100              35,700

Change in comparable restaurants (1)
   Daily Grill                                                  (8.7)%                7.8%
   Grill on the Alley                                           (8.3)%                6.2%
   Pizza restaurants                                           (11.9)%              (2.8)%

Total Company revenues:
  Daily Grill                                              $ 7,166,000         $ 7,845,000
  Grill on the Alley                                         3,980,000           3,507,000
  Pizza restaurants                                            404,000             927,000
  Management and license fees                                  222,000             156,000
                                                       ----------------    ----------------
Total consolidated revenues                                 11,772,000          12,435,000
                                                       ----------------    ----------------

Managed restaurants sales                                    2,795,000           2,833,000
Licensed restaurants sales                                   1,447,000           1,943,000
 Less management and license fees                             (222,000)           (156,000)
                                                       ----------------    ----------------
Total system sales                                         $15,792,000         $17,055,000
                                                       ================    ================
</TABLE>


(1)  When computing comparable  restaurant sales,  restaurants open for at least
     12 months are compared from period to period.

Material  Changes in Results of Operations  for the Three Months Ended March 31,
2002 as Compared to the Three Months Ended April 1, 2001.

The 2002 period  includes the  operations  of the  Company's  Grill on Hollywood
restaurant  that  opened  in  November  2001  and  management  fees  for the San
Francisco  Daily Grill that opened  February 25, 2002. The 2001 period  includes
the operations of the South Plainfield,  New Jersey Pizzeria Uno restaurant that
was sold in July 2001.

The Company's  revenues for the three-month period decreased 5.3% to $11,772,000
from  $12,435,000  for  the  same  period  in  2001.  Total  revenues   included
$11,550,000  of sales  revenues and $222,000 of management and licensing fees in
2002 as compared to $12,279,000 of sales revenues and $156,000 of management and
licensing fees in 2001. The decrease of $729,000,  or 5.9%, in sales revenues is
primarily  attributable to lower sales at the Daily Grill and Grill  restaurants
opened for both periods  ($968,000) and the closure of the Pizzeria Uno in South
Plainfield ($469,000), partially offset by the opening of the Grill on Hollywood
($763,000). Same store sales (for restaurants open at least 12 months) decreased
8.7% due to a  decrease  in the  number of  guests at the Grill and Daily  Grill
restaurants ($1,341,000) and lower sales at the

Cherry Hill  Pizzeria Uno  ($54,000)  partially  offset by average  ticket price
increases at the Daily Grill restaurants ($349,000).


                                       9
<PAGE>

Cost of sales  decreased  5.7% and decreased as a percentage of sales from 27.1%
to 27.0%.  This  decrease in cost of sales as a  percentage  of sales during the
2002 period is principally  attributable  to menu  refinements and related sales
mix as well as cost reductions resulting from improved purchasing.  As a result,
dollar gross profit  decreased 5.2% from $9,063,000  (72.9% of sales) in 2001 to
$8,591,000 (73.0% of sales) in 2002.

Restaurant  operating  expenses  decreased  4.0%  to  $7,033,000  in  2002  from
$7,327,000 in 2001.  The dollar  decrease in restaurant  operating  expenses was
primarily  attributable  to the  closure of the South  Plainfield  Pizzeria  Uno
($348,000),  reduction in payroll  ($272,000) and variable costs  ($175,000) for
comparable  restaurants,  partially  offset  by  the  opening  of the  Grill  on
Hollywood  ($512,000).  Restaurant  operating  expenses as a percentage of sales
increased  from  58.9% in 2001 to 59.7% in 2002  due to an  increase  in  fringe
benefit and general liability insurance costs.

General and administrative expenses decreased 9.2% to represent 7.9% of sales in
the 2002 three month period  while  amounting to 8.2% of sales in the 2001 three
month period.  Decreased spending in many expense categories  resulted from cost
savings  initiatives  partially  offset by  increases  in  payroll  and  related
benefits.

Depreciation and amortization  expense  increased 19.7% for the 2002 three month
period  representing  3.2% of sales in 2002 and 2.5% of sales in 2001  primarily
due to the opening of Hollywood ($43,000).

The 2001 three month  operations also reflect income due to a minority  interest
in the net loss of  subsidiaries  of $53,000  from San Jose Grill,  L.L.C.,  the
Chicago Grill on the Alley, L.L.C. and The Grill on Hollywood,  L.L.C.  compared
to a loss in 2001 of $16,000  from the San Jose  Grill  L.L.C.  and the  Chicago
Grill on the Alley, L.L.C.

The  Company  incurred  a charge in 2002 of $5,000 for its equity in the loss of
joint venture,  which reflects the Company's  proportionate share of contributed
capital in the Daily  Grill  Short  Order at  Universal  Studios  CityWalk.  The
Company  recorded no charge with  respect to the joint  venture  during the 2001
period.

The Company  recorded $18,000 of income tax provision for the three month period
in 2002  compared  to no  provision  in  2001  due to the  profitable  operation
utilizing available federal and state net operating loss carryforwards.

The Company reported accrued  dividends on preferred stock of $13,000 in each of
the three-month periods ending March 31, 2002 and April 1, 2001.

Material Changes in Financial Condition, Liquidity and Capital Resources.

At March 31, 2002 the Company had negative working capital of $0.9 million and a
cash  balance of $1.5  million  compared  to  negative  working  capital of $0.7
million and a cash balance of $2.3 million at December 30, 2001.

The  unfavorable  change in working  capital was  primarily  attributable  to an
advance to the San Francisco  hotel-based  Daily Grill  restaurant.  The Company
will be reimbursed through future operations.

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<PAGE>

Net cash used in  operations  during the quarter  ended  March 31, 2002  totaled
$14,000  compared to cash provided by operations of $200,000  during the quarter
ended April1, 2001. The adverse change in operating cash flow during the current
period related primarily to reduced income during the current period.

Net cash used in investing  activities  during the quarter  ended March 31, 2002
totaled  $610,000 as compared to $23,000 during the quarter ended April 1, 2001.
Cash used in investing activities during the current period related to purchases
of furniture,  equipment and improvements at The Grill on Hollywood, the remodel
of the Newport Daily Grill and advances  made in connection  with the opening of
the San Francisco hotel-based Daily Grill restaurant.

Net cash used in financing  activities  during the quarter  ended March 31, 2002
totaled $167,000 as compared to $377,000 during the quarter ended April 1, 2001.
Cash  used  in  financing  activities  during  the  current  period  related  to
reductions  in debt  ($123,000)  and  payment of  preferred  returns to minority
investors in Chicago - the Grill on the Alley, LLC ($44,000).

The  Company's  need  for  capital  resources  has  resulted  from,  and for the
foreseeable  future is  expected to relate  primarily  to, the  construction  of
restaurants.  Historically,  the  Company has funded its  day-to-day  operations
through its operating  cash flow,  while funding growth through a combination of
bank borrowing,  loans from  stockholders/officers,  the sale of Debentures, the
sale of stock,  the  issuance  of  warrants,  loans and tenant  allowances  from
certain  of  its  landlords  and,  beginning  in  1998,  through  joint  venture
arrangements.  At March 31, 2002,  the Company had a bank credit  facility  with
nothing owing, a loan from a member of Chicago - The Grill on the Alley,  LLC of
$0.4 million, an SBA loan of $0.1 million, loans from  stockholders/officers  of
$0.5 million, equipment loans of $1.0 million and loans/advances from a landlord
and others of $0.1 million.

On February 25, 2002 the Company began management of a San Francisco hotel-based
Daily Grill  restaurant.  The  Company  advanced  approximately  $250,000 to the
restaurant  which  will be  reimbursed  through  future  operations.  Management
anticipates  that new non-hotel based  restaurants  will cost between $1 million
and $2 million per  restaurant to build and open depending upon the location and
available  tenant  allowances.  Hotel based  restaurants may involve  remodeling
existing facilities,  substantial capital contributions from the hotel operators
and other  factors  which  will cause the cost to the  Company  of opening  such
restaurants to be less than the Company's cost to build and open non-hotel based
restaurants.

The Company may enter into  investment/loan  arrangements in the future on terms
similar to the San Jose Fairmont Grill and Chicago Westin Grill  arrangements to
provide for the funding of selected  restaurants.  Management  believes that the
Company  has  adequate  resources  on hand and  operating  cash flow to  sustain
operations  for at least  the  following  12  months  and to open at  least  one
restaurant. In order to fund the opening of additional restaurants,  the Company
may  require  additional  capital  that may be raised  through  additional  bank
borrowings,  the  issuance of debt or equity  securities,  or the  formation  of
additional investment/loan  arrangements,  or a combination thereof. The Company
presently has no commitments in that regard.

Future Accounting Requirements

In May  2002,  the  FASB  issued  SFAS  145,  "Rescission  of FAS 4,  44 and 64,
Amendment of FAS 13, and Technical  Corrections."  Among other things,  SFAS 145
rescinds  various  pronouncements  regarding  early  extinguishment  of debt and
allows extraordinary accounting treatment for early extinguishment only when the
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations-Reporting  the Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual, and Infrequently Occurring Events and Transactions" are
met. SFAS 145 provisions regarding early extinguishment of debt


                                       11
<PAGE>

are  generally  effective  for  fiscal  years  beginning  after  May  15,  2002.
Management  does not believe  that the  adoption of this  statement  will have a
material impact on our consolidated financial statements.

Certain Factors Affecting Future Operating Results

In addition to the opening of new restaurants  during 2002, as described  above,
and the various  factors  described in the Company's  Annual Report on Form 10-K
for the year ended  December 30, 2001,  the  following  developments  during the
first half of this year may impact future operating results.

The Company  entered into an agreement to sell its Cherry Hill, New Jersey Pizza
Restaurant  for $325,000.  Sale of the Cherry Hill  restaurant  was completed on
April 23, 2002.

On April 21, 2002 the Company closed its Daily Grill restaurant in Encino due to
expiration of the lease.

There can be no  assurance  that the Company will be  successful  in opening new
restaurants in accordance with its anticipated opening schedule; that sufficient
capital  resources will be available to fund scheduled  restaurant  openings and
start-up  costs;  that new restaurants  can be operated  profitably;  that hotel
restaurant management services will produce satisfactory cash flow and operating
results to support such operations;  that additional hotels will elect to retain
the Company's hotel restaurant management services;  that proceeds from the sale
of the Pizza  Restaurant  can be  deployed in a manner so as to replace the cash
flows, revenues and operating profit from the Pizza Restaurant.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk from  changes in interest  rates on funded
debt.  This  exposure  relates to its $1.1  million  revolving  credit  line and
reducing credit line facility (the "Credit Facility").  There were no borrowings
outstanding  under the Credit Facility at March 31, 2002.  Borrowings  under the
Credit  Facility  bear  interest at the lender's  reference  rate plus 0.25%.  A
hypothetical  1% interest  rate change  would not have a material  impact on the
Company's results of operations.

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

         None

     (b)  Reports on Form 8-K

            None


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<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                              GRILL CONCEPTS, INC.

Signature                     Title                               Date
---------                     -----                               -----


   /s/ Robert Spivak          President and Chief                 May 13, 2002
----------------------
Robert Spivak                 Executive Officer




  /s/ Daryl Ansel             Principal Accounting               May 13, 2002
----------------------
Daryl Ansel                   Officer



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