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 September 28, 2003

                                       OR

[ ]     TRANSITION  REPORT  PURSUANT TO SECTION  13 OR 15(D) OF THE  SECURITIES
        EXCHANGE  ACT  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               (IRS  Employer
of 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  preceding  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  [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).     Yes [ ]          No  [X]

As  of  November  7,  2003,  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  -
       September  28,  2003  and  December  29,  2002                      2

     Consolidated  Condensed  Statements  of  Operations  -
       For  the  three  months  and  nine  months  ended  September
       28,  2003  and  September  29,  2002                                4

     Consolidated  Condensed  Statements  of  Cash  Flows  -
       For  the  nine  months  ended  September  28,  2003  and
       September  29,  2002                                                5

     Notes  to  Consolidated  Condensed  Financial  Statements             6

Item  2.  Management's Discussion and  Analysis of  Financial Condition
          and  Results of  Operations                                     15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       30

Item  4.  Controls  and  Procedures                                       30

PART  II  -  OTHER  INFORMATION

Item  6.  Exhibits  and  Reports  on  Form  8-K                           31

SIGNATURES                                                                32

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>


                                GRILL  CONCEPTS,  INC.  AND  SUBSIDIARIES
                                CONSOLIDATED  CONDENSED  BALANCE  SHEETS


                                                 ASSETS

                                                                      September 28,  December 29,
                                                                           2003         2002
                                                                       -------------  -----------
                                                                      (unaudited)
<S>                                                          <C>            <C>
Current assets:
  Cash and cash equivalents                                           $   1,082,000  $ 1,275,000
  Inventories                                                               509,000      469,000
  Receivables, net of reserve ($46,000 in
    2003 and 2002)                                                          630,000      549,000
  Prepaid expenses and other current assets                                 914,000      527,000
                                                                        -------------  -----------

  Total current assets                                                    3,135,000    2,820,000

Furniture, equipment, & improvements, net                                 8,161,000    8,768,000

Goodwill, net                                                               205,000      205,000
Restricted cash                                                              72,000      616,000
Note receivable                                                             115,000      121,000
Liquor licenses                                                             318,000      332,000
Advance to managed outlet                                                   287,000      351,000
Other assets                                                                441,000      452,000
                                                                        -------------  -----------

  Total assets                                                        $  12,734,000  $13,665,000
                                                                        =============  ===========


The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>

                                        2

<PAGE>

<TABLE>
<CAPTION>

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

                 LIABILITIES,  MINORITY  INTEREST  AND  STOCKHOLDERS'  EQUITY


                                                     September 28,             December 29,
                                                          2003                    2002
                                                     -------------            ---------------
                                                     (unaudited)
<S>                                      <C>                 <C>           <C>
Current liabilities:
  Accounts payable                                  $   1,266,000              $   978,000
  Accrued expenses                                      2,261,000                2,454,000
  Current portion of long term debt                       365,000                  403,000
  Notes payable - related parties                         313,000                  306,000
                                                     -------------            ---------------
    Total current liabilities                           4,205,000                4,141,000

Long-term debt                                            277,000                  538,000
Notes payable - related parties                           318,000                  438,000
                                                     -------------            ---------------
    Total liabilities                                   4,800,000                5,117,000

Minority interest                                       1,521,000                2,370,000

Stockholders' equity:
Series I, Convertible Preferred Stock, $.001 par
  value; 1,000,000 shares authorized, none
  issued and outstanding in 2003 and 2002                        -                      -
Series II, 10% Convertible Preferred Stock, $.001 par
  value; 1,000,000 shares, authorized, 500 shares
  issued and outstanding in 2003 and 2002                        -                      -
Common stock, $.00004 par value; 12,000,000 shares
  authorized in 2003 and 2002, 5,537,071 shares
  issued and outstanding in 2003 and 2002                        -                      -
Additional paid-in capital                             13,152,000               13,152,000
Accumulated deficit                                    (6,739,000)              (6,974,000)
                                                     -------------            ---------------
  Total stockholders' equity                            6,413,000                6,178,000
                                                     -------------            ---------------
  Total liabilities, minority interest and
   stockholders' equity                             $ 12, 734,000              $13,665,000
                                                     =============            ===============

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>

                                        3

<PAGE>

<TABLE>
<CAPTION>

                                     GRILL CONCEPTS, INC. AND SUBSIDIARIES
                              CONSOLIDATED  CONDENSED  STATEMENTS  OF  OPERATIONS
                                                  (Unaudited)

                                                 Three Months Ended                  Nine Months Ended
                                            September 28,      September 29,   September 28,      September29,
                                                2003               2002            2003               2002
                                            -----------       -------------    ------------        -----------
<S>                    <C>                                <C>
Revenues:
  Sales                                     $  10,509,000     $  9,231,000     $  33,695,000       $ 30,843,000
  Management and license fees                     278,000          236,000           795,000            704,000
                                            --------------    --------------   --------------      -------------
    Total revenues                             10,787,000        9,467,000        34,490,000         31,547,000
Cost of sales                                   2,968,000        2,610,000         9,364,000          8,571,000
                                            --------------    --------------   --------------      -------------
Gross profit                                    7,819,000        6,857,000        25,126,000         22,976,000
                                            --------------    --------------   --------------      -------------

Operating expenses:
  Restaurant operating expenses                 6,930,000        6,054,000        20,972,000         19,533,000
  Gain on disposal of assets                           -                 -           (12,000)           (71,000)
  General and administrative                      934,000          926,000         2,750,000          2,792,000
  Depreciation and amortization                   411,000          364,000         1,200,000          1,092,000
  Preopening expenses                                  -                 -           187,000                  -
                                            --------------    --------------   --------------      -------------
  Total operating expenses                      8,275,000        7,344,000        25,097,000         23,346,000
                                            --------------    --------------   --------------      -------------

Income (loss) from operations                    (456,000)        (487,000)           29,000           (370,000)
Interest expense, net                             (49,000)         (59,000)         (141,000)          (160,000)
                                            --------------    --------------   --------------      -------------

Loss before benefit (provision) for
income taxes, equity in loss of joint
venture and minority interest                    (505,000)        (546,000)         (112,000)          (530,000)

Benefit (provision) for income taxes               13,000           (2,000)          (68,000)           (22,000)
Minority interest                                 161,000          107,000           425,000            301,000
Equity in income (loss) of joint
 venture                                            1,000           (1,000)          (10,000)           (13,000)
                                            --------------    --------------   --------------      -------------

Net income (loss)                                (330,000)        (442,000)          235,000           (264,000)
Preferred dividends accrued or paid               (12,000)         (12,000)          (38,000)           (38,000)
                                            --------------    --------------   --------------      -------------

Net income (loss) applicable to
 common stock                               $    (342,000)    $   (454,000)    $     197,000       $   (302,000)
                                            ===============   ==============    ==============     =============

Net income (loss) per share applicable
 to common stock:
     Basic                                        $(0.06)           $(0.08)            $0.04            $(0.05)
                                                 ========           =======            ======          =========
     Diluted                                      $(0.06)           $(0.08)            $0.04            $(0.05)
                                                 ========           =======            ======          =========

Weighted average shares outstanding:
     Basic                                      5,537,071         5,537,071          5,537,071        5,537,071
                                               ===========       ===========        ===========       ==========
     Diluted                                    5,537,071         5,537,071          5,613,527        5,537,071
                                               ===========       ===========        ===========       ==========

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>

                                        4

<PAGE>

<TABLE>
<CAPTION>

                           GRILL CONCEPTS, INC. AND SUBSIDIARIES
                  CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
                                     (Unaudited)


                                                                        Nine  Months  Ended
                                                                       ----------------------
                                                                   September  28, September  29,
                                                                        2003          2002
                                                                    -----------  ------------
<S>                                                               <C>          <C>

Cash flows from operating activities:
Net income (loss)                                                   $  235,000   $  (264,000)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
  Depreciation and amortization                                      1,200,000     1,092,000
  Gain on sale of assets                                               (12,000)      (71,000)
  Minority interest in loss of subsidiaries                           (425,000)     (301,000)
  Equity in income (loss) of joint venture                              10,000        13,000
Changes in operating assets and liabilities
  Inventories                                                          (40,000)      139,000
  Receivables                                                          (81,000)       49,000
  Prepaid expenses and other current assets                           (399,000)      (47,000)
  Liquor licenses and other assets                                           -        29,000
  Accounts payable                                                     288,000       (94,000)
  Accrued liabilities                                                 (267,000)     (765,000)
                                                                     -----------  ------------
Net cash provided by (used in) operating activities                    509,000      (220,000)
                                                                     -----------  ------------

Cash flows from investing activities:
  Proceeds from disposal of assets                                      26,000       144,000
  Proceeds from note receivable payments                                10,000             -
  Release of restricted cash                                           544,000             -
  Restricted cash for LLC restaurant construction                            -    (1,260,000)
  Advance to managed outlet                                                  -      (351,000)
  Advance repaid by managed outlet                                      64,000             -
  Investment in non-consolidated entity                                (30,000)      (47,000)
  Additions to furniture, equipment and improvements                  (550,000)     (594,000)
                                                                     -----------  ------------
Net cash provided by (used in) investing activities                     64,000    (2,108,000)
                                                                     -----------  ------------

Cash flows from financing activities:
  Proceeds from minority members' investment in LLC                          -     1,000,000
  Preferred return to minority stockholders                           (132,000)     (117,000)
  Return of capital and profits to minority stockholders              (222,000)      (64,000)
  Payments to related parties                                         (113,000)     (100,000)
  Payments on long-term debt                                          (299,000)     (272,000)
                                                                     -----------  ------------
  Net cash provided by (used in) financing activities                 (766,000)      447,000
                                                                     -----------  ------------

Net decrease in cash and cash equivalents                             (193,000)   (1,881,000)
Cash and cash equivalents, beginning of period                       1,275,000     2,300,000
                                                                     -----------  ------------
Cash and cash equivalents, end of period                            $1,082,000   $   419,000
                                                                     ===========  ============

Supplemental cash flow information:
  Cash paid during the period for:
    Interest                                                        $  136,000   $   215,000
    Income taxes                                                       119,000        81,000
  Non cash transaction:
    Note receivable from sale of assets                             $        -   $   117,000

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

</TABLE>

                                        5

<PAGE>

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

1.     INTERIM  FINANCIAL  PRESENTATION

The interim consolidated condensed financial statements are prepared pursuant to
the requirements for reporting on Form 10-Q. These financial statements have not
been  audited by independent auditors.  The December 29, 2002 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  29,  2002.  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 28, 2003.

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

2.     RESTRICTED CASH

Capital contributions from both the Company and the minority member of The Daily
Grill  at  Continental  Park,  LLC ("South Bay Daily Grill") have been deposited
into  an  escrow  account.  The  escrow  agent is issuing checks directly to the
contractor  or  to  the  Company  for  payment  to  other  vendors  for expenses
associated  with  the  construction  of  the  new  restaurant  and  pre-opening
activities.  Amounts  held  in  the  escrow account are classified as restricted
cash.  Upon  disbursement  from  the escrow account, amounts are reclassified as
cash,  if  disbursed  to  the  Company,  or  to  appropriate  asset  or  expense
categories.

3.     RECENTLY  ISSUSED  ACCOUNTING  REQUIREMENTS

In  May 2002, the Financial Accounting Standards Board ("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.  The Company adopted SFAS 145 effective December 30, 2002.  Adoption of
this  statement  has  had no impact on our consolidated financial statements.

In  July  2002, the FASB issued Statement of Financial Standards No. 146, ("SFAS
146"), "Accounting for Costs Associated with Exit or Disposal Activities," which
superceded  EITF  Issue  No.  94-3,  "Liability Recognition for Certain Employee
Termination  Benefits  and  Other  Costs to Exit an Activity." SFAS 146 requires
that  a  liability  for  a  cost  associated  with  an exit activity or disposal
activity  be  recognized  and  measured  initially  at  fair value only when the
liability  is  incurred. EITF Issue No. 94-3 requires recognition of a liability
at  the  date  an entity commits to an exit plan. All provisions of SFAS 146 are
effective  for  exit  or  disposal activities initiated after December 31, 2002.
Adoption  of  this  statement  has not had a material impact on our consolidated
financial  statements.

                                        6

<PAGE>

In  November  2002,  the  FASB  issued  FASB  Interpretation  No.  ("FIN")  45,
"Guarantor's  Accounting  and  Disclosure Requirements for Guarantees, Including
Indirect  Guarantees  of  Indebtedness  of  Others."  FIN  45 required that upon
issuance  of  a  guarantee,  the  entity  (i.e., the guarantor) must recognize a
liability  for  the fair value of the obligation it assumes under the guarantee.
FIN 45's provisions for initial recognition and measurement will be effective on
a  prospective  basis  to guarantees issued or modified after December 31, 2002.
Consistent  with the provisions of FIN 45, the Company will apply this statement
prospectively.  As required by FIN 45, the disclosure provisions, when required,
have  been  included  in the Company's consolidated financial statements for the
nine  months ended September 28, 2003.  Adoption of this statement has not had a
material  impact  on  our  consolidated  financial  statements.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure,"  which amends SFAS No. 123.  SFAS No.
148  provides  alternative  methods  of transition for a voluntary change to the
fair  value  based  method  of  accounting  for  stock-based  compensation.  In
addition,  SFAS  No.  148  amends the disclosure requirements of SFAS No. 123 to
require  prominent  disclosures  in both annual and interim financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of the method used on reported results of operations. As the Company has
not  elected  to  change  to the fair value based method of accounting for stock
based  employee  compensation,  the  adoption  of  SFAS  No.  148 did not have a
material  impact  on  the Company's financial position or results of operations.
All  disclosure requirements of SFAS No. 148 have been adopted and are reflected
in  these  financial  statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities."  FIN  46  provides guidance that determines (1) whether consolidation
is  required  under  the  "controlling  interest"  model  of Accounting Research
Bulletin  No.  51  ("ARB  51"),  "Consolidated  Financial  Statements"  or,
alternatively,  (2)  whether  the variable interest model under FIN 46 should be
used  to  account for existing and new entities.  The variable interest model of
FIN  46  looks  to  identify  the  "primary  beneficiary" of a variable interest
entity.  The  primary  interest  entity  would be required to be consolidated if
certain  conditions  are  met.  The  Company  is  required  to  apply  FIN 46 to
preexisting  entities  as  of the first interim period ending after December 15,
2003.  Management does not believe that the adoption of this statement will have
a  material  impact  on  our  consolidated  financial  statements.

In  May  2003,  SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity", was issued, which requires that
certain  financial  instruments  must  now be accounted for as liabilities.  The
financial  instruments  affected  include  mandatorily redeemable stock, certain
financial  instruments that require the issuer to buy back some of its shares in
exchange  for  cash  or other assets and certain obligations that can be settled
with  shares  of stock.  SFAS No. 150 is effective for all financial instruments
entered into or modified after May 31, 2003 and must be applied to the Company's
existing  financial  instruments  effective  June 30, 2003, the beginning of the
first  fiscal  period after June 15, 2003.  The adoption of SFAS No. 150 on June
30,  2003,  did  not  have  an  impact  on  the Company's consolidated financial
statements  or  disclosures.

                                        7

<PAGE>

4.     DISTRIBUTION OF CAPITAL AND PREFERRED RETURNS

The  Company's  San Jose Grill, Chicago - Grill on the Alley, Grill on Hollywood
and  South  Bay  Daily  Grill  restaurants  are  each owned by limited liability
companies  (the  "LLCs")  in  which  the  Company  serves  as manager and owns a
controlling  interest.  Each  of  the  LLCs  has  minority  interest owners.  In
connection with the financing of each of the LLCs, the minority members may have
certain  rights  to priority distributions of capital until they have received a
return  of  their  initial  investments  ("Return of Member Capital") as well as
rights  to  receive  defined  preferred  returns  on  their  invested  capital
("Preferred  Return").

The following tables set forth a summary for each of the LLCs of (1) the initial
capital  contributions  of  the  Company  and  the  minority  LLC  members  (the
"Members"),  (2)  the distributions of capital to the Members and/or the Company
during  the  nine months ended September 28, 2003, (3) the unreturned balance of
the  capital  contributions  of  the Members and/or the Company at September 28,
2003,  (4)  the  Preferred  Return  rate  to Members and/or the Company, (5) the
accrued  but  unpaid  preferred returns due to the Members and/or the Company at
September  28,  2003,  (6) the management incentive fees, if any, payable to the
Company,  and  (7)  a  summary  of  the  principal  distribution  provisions:

     SAN JOSE GRILL LLC

Initial Capital Contribution:        Members (a)            $        1,149,650
                                                             ===================
                                     Company                $         350,350
                                                             ===================
Distributions of capital, preferred
return and profit during nine
months ended September 28, 2003:     Members                $           222,000
                                                             ===================
                                     Company                $           222,000
                                                             ===================
Unreturned Initial Capital
Contributions at September 28,       Members
2003:                                                       $                 0
                                                            ====================
                                     Company                $                 0
                                                            ====================
Preferred Return rate:               Members                                10%
                                     Company                                10%

Accrued but unpaid Preferred
Returns at September 28, 2003:       Members                $                 0
                                                            ====================
                                     Company                $                 0
                                                            ====================
Management Fee:                      Company                                 5%

                                        8

<PAGE>

Principal Distribution Provisions:

        Order of Distributions                        Allocation
       ------------------------                      -----------
1     Until Return of Initial Capital          10% to Company (Manager)
                                               50.05% of 90% to Company
                                               49.95% of 90% to Members

2     Until Return of Preferred Return         50.05% to Company
                                               49.05% to Members
3     Until Return of Additional
      Contributions                            50.05% to Company
                                               49.95% to Members
     Thereafter:
4     Balance of distributable cash            16.67% to Company (Manager)
                                               50.05% of 83.33% to Company
                                               49.95% of 83.33% to Members

     CHICAGO - GRILL ON THE ALLEY

Initial Capital Contribution:        Members (b)          $        1,700,000
                                                          ===================
                                     Company              $                0
                                                         ====================
Distributions of capital and note
repayments during nine months        Members (b)          $          165,000
ended September 28, 2003:
                                                         ====================

Unreturned Initial Capital
Contributions at September 28,       Members
2003:                                                     $          999,000
                                                         ====================
Preferred Return rate:               Members                              8%

Accrued but unpaid Preferred
Returns at September 28, 2003:       Members              $                0
                                                         ====================
Management Fee:                      Company                               5%


Principal Distribution Provisions:

        Order of Distributions                        Allocation
        ----------------------                        ----------
1     Until Return of Members Capital           100% to Members

2     Until Return of Preferred Return          100% to Members

     Thereafter:
3     Balance of distributable cash             60% to Company
                                                40% to Members

                                        9

<PAGE>

     THE GRILL ON HOLLYWOOD LLC

Initial Capital Contribution:        Members              $        1,200,000
                                                          ===================
                                     Company              $          250,000
                                                          ===================
Distributions of capital during nine
months ended September 28, 2003:     Members              $                0
                                                          ===================
                                     Company              $                0
                                                          ===================
Unreturned Initial Capital
Contributions at September 28,       Members
2003:                                                     $        1,200,000
                                                          ===================
                                     Company              $          250,000
                                                          ===================
Preferred Return rate:               Members                             12%
                                     Company                             12%
Accrued but unpaid Preferred
Returns at September 28, 2003:       Members              $                0
                                     Company              $                0
                                                          ===================
Management Fee:                      Company                              5%



Principal Distribution Provisions:

        Order of Distributions                        Allocation
        ----------------------                        ----------
1     Until Return of Members Capital          10% to Company (Manager)
      and Preferred Return                     90% to Members

2     Until Return of Company's Capital        90% to Company (Manager)
      and Preferred Return                     10% to Members

     Thereafter:
3     Balance of distributable cash            51% to Company
                                               49% to Members

                                       10

<PAGE>

     SOUTH BAY DAILY GRILL (CONTINENTAL PARK LLC)

Initial Capital Contribution:        Members             $        1,000,000
                                                          ===================
                                     Company             $          350,000
                                                          ===================
Distributions of capital during nine
months ended September 28, 2003:     Members             $                0
                                                          ===================
                                     Company             $                0
                                                          ===================
Unreturned Initial Capital
Contributions at September 28,       Members
2003:                                                    $        1,000,000
                                                          ===================
                                     Company             $          350,000
                                                          ===================
Preferred Return rate:               Members                             10%
                                     Company (c)                         10%
Accrued but unpaid Preferred
Returns at September 28, 2003:       Members             $           70,000
                                                          ===================
                                     Company             $           25,000
                                                          ===================
Management Fee:                      Company                              5%


                                       11

<PAGE>

Principal Distribution Provisions:

        Order of Distributions                                  Allocation
        ----------------------                                  ----------

1     Until payment in full of all deferred management fees   100% to
                                                              Company (Manager)

2     Until Return of Any Additional Contributions
      and Preferred Returns thereon                           Ratably to Company
                                                              and Members

3     Until $300,000 is paid                                  33.3% to Company
                                                              66.7% to Members

4     Until Return of Members accrued and unpaid
      preferred returns                                       10% to Company
                                                              90% to Members

5     Until Members Capital Contribution Returned             10% to Company
                                                              90% to Members

6     Until Return of Company's Preferred Return              90% to Company
                                                              10% to Members

7     Until Return of Company's Capital Contribution          90% to Company
                                                              10% to Members

     Thereafter
8     Balance of distributable cash                           50.1% to Company
                                                              49.9% to Members

(a)  The  initial  capital  contributions  of  the Members of San Jose Grill LLC
     consisted  of  a  capital  contribution of $349,650 and a loan of $800,000.
(b)  The  initial capital contributions of the Members of Chicago - Grill on the
     Alley  LLC  consisted  of  a  capital  contribution of $1,000 and a loan of
     $1,699,000.  $1,189,000  of  the  loan  was  converted  to capital in 1999.
     Distribution  of  capital  as  of  September  28, 2003 includes $132,000 of
     capital  and  preferred  return  and  $33,000  of  payment  on  the  loan.
(c)  The Company's preferred return with respect to the South Bay Daily Grill is
     based on unrecovered capital contribution and accrued but unpaid management
     fees.

                                       12


<PAGE>


5.     STOCK-BASED COMPENSATION

The  Company  accounts  for  stock-based  employee  compensation arrangements in
accordance  with  provisions  of Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees," and related interpretations, and
complies  with  the  disclosure  provisions  of  SFAS  No.  123, "Accounting for
Stock-Based  Compensation"  as  amended  by  SFAS  No.  148.  Under  APB  25,
compensation  expense  is  based on the difference, if any, on the date of grant
between  the  fair  value of the Company's stock and the amount an employee must
pay  to  acquire  the  stock.  The  Company  accounts  for  stock and options to
non-employees  at  fair  value in accordance with the provisions of SFAS No. 123
and  the  Emerging  Issues  Task  Force  Consensus  on  Issue  No.  96-18.

The  Company has adopted the disclosure-only provisions of SFAS No. 123 and 148,
and  will  continue  to  use  the  intrinsic  value-based  method  of accounting
prescribed  by  APB  Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly,  no  compensation  expense has been recognized for the stock option
plans.  Compensation  expense  for  the  Company's stock option plans determined
based  on  the  fair  value  at the grant date on a pro forma basis for the nine
months  is  indicated  on  the  table  below:

<TABLE>
<CAPTION>

                               September 28  September 29,
                                    2003        2002
                                 ----------  ----------
<S>                              <C>         <C>
Net income (loss) applicable to
 common stock                    $ 197,000   $(302,000)
Compensation expense              (133,000)   (138,000)
                                 ----------  ----------
Net income (loss) applicable to
 common stock, pro forma         $  64,000   $(440,000)
Net income (loss) per share
 applicable to common stock, as
 reported:
    Basic                        $    0.04   $   (0.05)
    Diluted                      $    0.04   $   (0.05)
Net income (loss) per share
applicable to common stock,
pro forma:
    Basic                        $    0.01   $   (0.08)
    Diluted                      $    0.01   $   (0.08)
</TABLE>

6.     PER SHARE DATA

Pursuant  to  SFAS  No. 128, "Earnings Per Share," basic net income per share is
computed  by  dividing the net income attributable to common shareholders by the
weighted-average number of common shares outstanding during the period.  Diluted
net  income  per  share  is  computed by dividing the net income attributable to
common  shareholders  by  the  weighted-average  number  of  common  and  common
equivalent  shares  outstanding  during  the  period.  Common  share equivalents
included  in  the  diluted  computation  represent  shares issuable upon assumed
exercise  of  stock options, warrants and convertible preferred stocks using the
treasury  stock  method.

<PAGE>

A reconciliation of earnings available to common stockholders and diluted
earnings available to common stockholders and the related weighted average
shares for the nine and three month periods ended September 28, 2003 and
September 29, 2002 follow:

<TABLE>
<CAPTION>


         Nine months                                                  2003                    2002
                                                              Earnings     Shares      Earnings    Shares
                                                             --------------------------------------------
<S>                                                          <C>         <C>          <C>         <C>
Net income (loss)                                            $235 ,000                $ (264,000)
Less: preferred stock dividend                                 (38,000)                  (38,000)
                                                             ----------                -----------
Earnings available for common
  stockholders                                                 197,000     5,537,071    (302,000)  5,537,071
Dilutive securities:
  Stock options                                                      -        31,667           -          -
  Warrants                                                           -        44,789           -          -
                                                             ----------  -----------  ----------  ---------
Dilutive earnings available to
  common stockholders                                        $ 197,000     5,613,527   $(302,000)  5,537,071
                                                             ==============================================

</TABLE>


For  the  nine  months  ended  September  28,  2003,  465,700 options, 1,722,787
warrants  and  500  shares of convertible preferred stock were excluded from the
calculation  because  they  were  anti-dilutive.  For  the  nine  months  ended
September  29,  2002,  658,550  options,  1,922,787  warrants  and 500 shares of
convertible preferred stock were excluded from the calculation because they were
anti-dilutive.

<TABLE>
<CAPTION>


         Three months                                                 2003                    2002
                                                              Earnings     Shares      Earnings    Shares
                                                             ---------------------------------------------
<S>                                                          <C>         <C>          <C>         <C>
Net income (loss)                                            $(330,000)              $ (442,000)
Less: preferred stock dividend                                 (12,000)                 (12,000)
                                                             ----------               -----------
Earnings available for common
  Stockholders                                                (342,000)    5,537,071   (454,000)  5,537,071
Dilutive securities:
  Stock options                                                      -                        -           -
  Warrants                                                           -            -           -           -
                                                             ----------  -----------  ----------  ---------
Dilutive earnings available to
  common stockholders                                        $(342,000)    5,537,071  $(454,000)  5,537,071
                                                             ================================================

</TABLE>

For  the  three  months  ended  September  28,  2003, 744,450 options, 1,912,787
warrants  and  500  shares of convertible preferred stock were excluded from the
calculation  because  they  were  anti-dilutive.  For  the  three  months  ended
September  29,  2002,  658,550  options,  1,922,787  warrants  and 500 shares of
convertible preferred stock were excluded from the calculation because they were
anti-dilutive.

                                       14

<PAGE>

7.     ADVANCE TO MANAGED OUTLET

On February 25, 2002 the Company began management of a San Francisco hotel-based
Daily  Grill  restaurant.  The  Company  advanced  approximately $287,000 to the
restaurant during the first six months of 2002, which will be reimbursed through
future  operations.

In  July  2002  the  Company began management of a Daily Grill restaurant in the
Westin  Galleria  in Houston, Texas.  The Company advanced approximately $64,000
to the restaurant for initial working capital during 2002 that was repaid in May
2003.

8.     ADDITIONAL  INVESTMENT  IN  NON-CONSOLIDATED  ENTITY

In  April  2003  the  Company contributed an additional $30,000 to the Universal
CityWalk  joint  venture.  Although the management agreement for Universal Grill
Joint Venture requires the Company and the other member to make an interest free
loan  to  the joint venture of fifty percent of anticipated negative cash flows,
both  members  agreed  to  make  this payment a capital contribution.  A similar
contribution  totaling  $47,000  was  made  in  April  2002.


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 looking 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 29, 2002.

RESULTS  OF  OPERATIONS

The  following  table sets forth, for the periods indicated, information derived
from  the Company's consolidated condensed statements of operations expressed as
a  percentage  of  total  operating  revenues,  except  where  otherwise  noted.
Percentages  may  not  add  due  to  rounding.

                                       15

<PAGE>

<TABLE>
<CAPTION>


                                           Three  Months  Ended            Nine  Months  Ended
                                          ----------------------          -----------------------
                                         September      September          September    September
                                         28, 2003       29,  2002          28,  2003     29, 2002
                                         ---------      ---------          ---------     --------
<S>                                               <C>  <C>  <C>  <C>
Revenues:                                    %              %                   %            %
  Company restaurant sales                97.4           97.5                97.7         97.8
  Management and license fees              2.6            2.5                 2.3          2.2
                                         ---------      ---------          ---------     --------
     Total operating revenues            100.0          100.0               100.0        100.0

Cost of sales                             27.5           27.6                27.1         27.2
                                         ---------      ---------          ---------     --------
Gross profit                              72.5           72.4                72.9         72.8
                                         ---------      ---------          ---------     --------

Restaurant operating expense              64.2           64.0                60.8         61.9
Gain on disposal of assets                   -              -                   -         (0.2)
General and administrative expense         8.7            9.8                 8.0          8.8
Depreciation and amortization              3.8            3.8                 3.5          3.5
Preopening expenses                          -              -                 0.5            -
                                         ---------      ---------          ---------     --------
     Total operating expenses             76.7           77.6                72.8         74.0
                                         ---------      ---------          ---------     --------
  Operating income (loss)                 (4.2)          (5.1)                0.1         (1.2)

Interest expense, net                     (0.5)          (0.6)               (0.4)        (0.5)
                                         ---------      ---------          ---------     --------

Loss before benefit (provision) for
Income taxes, minority interest and
equity in loss of joint venture           (4.7)          (5.8)               (0.3)        (1.7)

Benefit (provision) for income taxes       0.1              -                (0.2)        (0.1)
Minority interest                          1.5            1.1                 1.2          1.0
Equity in income (loss) of joint venture     -              -                   -            -
                                         ---------      ---------          ---------     --------

Net income (loss)                         (3.1)          (4.7)                0.7          (0.8)
                                         =========      =========          =========     ========
</TABLE>


                                       16

<PAGE>

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>
<CAPTION>


                                               Third Quarter       Year-to-date        Total open at
                                                 Openings        Openings/Closings     End of Quarter
                                             ----------------    -----------------   ----------------
                                             FY 2003   FY 2002   FY 2003   FY 2002   FY 2003  FY 2002
                                             -------   -------   -------   -------   -------  -------
<S>                                       <C>                                         <C>
Daily Grill restaurants:
    Company owned                                  -        -          1        (1)       10       9
    Managed and/or licensed                        1        1          1         2         7       6
Grill on the Alley restaurants:
    Company owned                                  -        -          -         -         4       4
Pizza restaurants                                  -        -          -        (1)        -       -
Other restaurants:
    Managed and/or licensed                        -        -          -         -         1       1
                                             -------   -------   -------   -------   -------  -------
Total                                              1        1          2         -        22      20
                                             =======   =======   =======   =======   =======  =======
</TABLE>

<TABLE>
<CAPTION>


                                                         Three Months Ended                Nine Months Ended
                                                         ------------------               --------------------
                                                      September 28,   September 29,  September 28,    September 29,
                                                          2003            2002           2003             2002
                                                      -----------      ------------  ------------     ------------
<S>                                                                <C>                      <C>

Weighted average weekly sales
   per company owned restaurant:
      Daily Grill                                     $    56,734       $    56,160    $   62,699      $     56,861
      Grill on the Alley                                   74,445            65,183        75,846            71,205
      Pizza restaurants                                         -             n.a.              -            29,239

Change in comparable restaurant (1):
      Daily Grill                                            4.0%              (3.7)%        5.8%             (5.9)%
      Grill on the Alley                                    14.2%              (3.3)%        6.5%             (4.7)%

Total Company revenues:
      Daily Grill                                     $ 6,638,000       $ 5,841,000    $21,863,000     $ 19,238,000
      Grill on the Alley                                3,871,000         3,390,000     11,832,000       11,108,000
      Pizza restaurants                                         -                 -              -          497,000
      Management and license fees                         278,000           236,000        795,000          704,000
                                                      -----------      ------------  --------------     ------------

Total consolidated revenues                           $10,787,000       $ 9,467,000    $34,490,000     $ 31,547,000
                                                      -----------      ------------  --------------     ------------

Managed restaurants                                     3,842,000         3,720,000     10,968,000       10,088,000
Licensed restaurants                                    2,220,000         1,786,000      6,700,000        5,033,000
Less: management and license fee                         (278,000)         (236,000)      (795,000)        (704,000)
                                                      -----------      ------------  --------------     ------------
Total system sales                                    $16,571,000       $14,737,000    $51,363,000      $45,964,000
                                                      ===========      ============  ==============     ============
<FN>


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

                                       17

<PAGE>

MATERIAL  CHANGES  IN  RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER  28, 2003 AS COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 29,
2002

The Company's results fully consolidate sales for owned restaurants, but include
only  management  and  license  fee  income  from  the  managed  and  licensed
restaurants.  The  Company  operated 14 owned restaurants, 5 managed restaurants
and licensed its name and recipes to 3 others during the quarter and nine months
ended  September  28,  2003  as  compared  to  15  owned  restaurants, 4 managed
restaurants  and  3  licensed during the quarter and nine months ended September
29,  2002.  Restaurants  operated for a portion of the current year and/or prior
year  period  include  the  Daily  Grill  at  Continental Park ("South Bay Daily
Grill")  restaurant  that  opened in January 2003, the Portland Daily Grill that
opened  under  a management agreement in September 2003, the Houston Daily Grill
that  opened  under a management agreement in July 2002, the San Francisco Daily
Grill  that  opened  under a management agreement in February 2002, Pizzeria Uno
Cherry  Hill that was sold in April 2002, and Encino Daily Grill that was closed
in  April  2002.

The  Company's  revenues for the third quarter of fiscal 2003 increased to $10.8
million,  13.9%  over  the $9.5 million generated for the same quarter of fiscal
2002.   Total  revenues included $10.5 million of sales revenues and $278,000 of
management  and  licensing fees for the 2003 quarter compared to $9.2 million of
sales  revenues  and  $236,000  of  management  and  licensing fees for the 2002
quarter.  The $1.3 million, or 13.8%, increase in sales revenues for the quarter
was  primarily  attributable to a increase in same store sales ($715,000) and 13
weeks  of  sales  for  South  Bay  Daily  Grill  ($564,000).

Revenues  for  the  nine months ended September 28, 2003 increased 9.3% to $34.5
million  from  the  $31.5  million generated for the same period of fiscal 2002.
Total  revenues  included  $33.7  million  of  sales  revenues  and  $795,000 of
management  and  licensing  fees  for the first nine months of 2003, compared to
$30.8  million  of  sales revenues and $704,000 of management and licensing fees
for  the first nine months of 2002.  The increase in sales revenues for the nine
months ($2.9 million, or 9.3%) was primarily attributable to an increase in same
store  sales  ($1,804,000) and the opening of South Bay Daily Grill ($2,102,000)
partially  offset  by the closure of the Pizzeria Unos in Cherry Hill ($497,000)
and  the  Encino  Daily  Grill  ($556,000).

Same  store  sales  (for restaurants open at least 12 months) increased 7.7% for
the  quarter  and 6.1% for the nine months.   For the quarter, this increase was
due to an increase in the number of guests at the Daily Grills ($53,000) and the
Grill  on the Alley restaurants ($450,000), combined with an increase in average
check  price  at the Daily Grill restaurants ($179,000), and at the Grill on the
Alley  restaurants  ($33,000).  For  the  nine months the increase was due to an
increase  in  the number of guests at the Daily Grill restaurants ($632,000) and
the  Grill on the Alley restaurants ($282,000) plus an increase in average check
price  at  the  Daily  Grill  restaurants  ($448,000) and the Grill on the Alley
restaurants ($445,000).  Management and licensing fees for the quarter increased
($42,000  or  17.8%)  primarily  due  to increased sales at the Houston, LAX and
Burbank  Daily  Grills  .  Management  and licensing fees increased for the nine
months  ($91,000  or  12.9%)  primarily  due  to a full 39 weeks of sales at the
Houston  Daily  Grill  compared  to  12 weeks in 2002 and increased sales at the
Burbank  and  LAX  Daily  Grills.

                                       18

<PAGE>

In  addition  to  the 14 restaurants owned by the Company during the quarter and
nine months ended September 28, 2003, the Company also managed or licensed eight
other  restaurants.  Total  revenues  for  all  restaurants  owned,  managed and
licensed  by  the  Company were $16,571,000 and $14,737,000 for the quarters and
$51,363,000  and  $45,964,000  for  the nine months ended September 28, 2003 and
September  29, 2002, respectively. This represents an increase of $1,834,000, or
12.4%,  for  the  quarter  and  $5,399,000,  or  11.7%,  for  the  nine  months.

Cost  of sales increased by $358,000, or 13.7%, for the quarter and $793,000, or
9.3%,  for  the  nine  months  ended  September 28, 2003 as compared to the same
periods  in 2002 primarily due to the increase in sales and, for the quarter, an
increase  in  beef  costs,  partially  offset  by  improved  purchasing and menu
refinements.  Cost  of sales as a percentage of total revenues was 27.5% for the
quarter  and  27.1%  for the nine months ended September 28, 2003 as compared to
27.6%  for  the  third  quarter  and  27.2%  for  the  nine  months  in  2002.

Restaurant  operating  expenses increased by $876,000, or 14.5%, for the quarter
and  $1,439,000, or 7.4%, for the nine months as compared to the same periods in
2002.  The  dollar increase in restaurant operating expenses for the quarter was
primarily  attributable  to  the opening of the South Bay Daily Grill in January
2003  ($475,000)  and  an increase in payroll ($136,000), benefits ($59,000) and
occupancy  costs  ($103,000)  at comparable restaurants.  The dollar increase in
operating expenses for the nine months was primarily attributable to the opening
of the South Bay Daily Grill ($1,520,000) and an increase in payroll ($205,000),
benefits  ($161,000),  variable  costs  ($190,000)  and  utilities ($114,000) at
comparable restaurants partially offset by the closure of the Encino Daily Grill
($471,000)  and  Cherry  Hill  Pizzeria  Uno  location  ($427,000).  Restaurant
operating  expenses, as a percentage of revenues, increased in the third quarter
from 64.0% in 2002 to 64.2% in 2003.   The major contributors to the increase as
a  percentage  of sales was occupancy (0.6%) and payroll (0.2%) partially offset
by  a  decrease  in variable costs (0.5%).  For the nine months, the percentages
decreased  from  61.9%  in  2002 to 60.8% in 2003.  The major contributor to the
decrease  as  a percentage of sales for the nine month period was improved labor
controls  providing  0.7%  of  the  decrease  and occupancy which provided 0.4%.

General  and administrative expense increased 0.9% for the quarter and decreased
1.5%  for  the  nine  months  as  compared  to  the  same periods in 2002.  As a
percentage  of  total  revenues, general and administrative expense totaled 8.7%
for the quarter and 8.0% for the nine months as compared to 9.8% for the quarter
and  8.8%  for  the  nine  months  in  2002.  The  decrease in total general and
administrative  expense of $42,000, or 1.5%, for the nine months during 2003 was
primarily  attributable  to  cost  reduction  in  recruitment fees, professional
services  and  travel  and  entertainment  offset by an increase in salaries and
worker's  compensation  insurance.  The  increase  in  total  general  and
administrative  expense of $8,000, or 0.9%, for the 2003 quarter is attributable
to  increased  payroll and benefits offset by decreased travel and entertainment
expenses  and  professional  services.

Depreciation  and  amortization  expense  increased  12.9%  for  the quarter and
increased  9.9% for the nine months compared to 2002, representing 3.5% of sales
for  the  nine  months  of  2003  and  2002.  The  increase  in depreciation and
amortization  expense  for  the nine months was primarily due to the addition of
the  South  Bay  Daily Grill offset by the closure of the Encino Daily Grill and
Pizzeria  Uno  location.

                                       19

<PAGE>

Interest  expense,  net,  decreased by $10,000, or 17.0%, during the quarter and
$19,000,  or 11.9%, during the nine months compared to the same periods in 2002.
The  decrease in interest expense resulted from the elimination of loan interest
due  to  the  continuing  reduction  of  long-term  debt.

The  Company  recorded  $68,000  of income taxes for the nine months compared to
$22,000  in  2002.  The  Company  still has available federal net operating loss
carryforwards  that can be utilized to offset federal taxable earnings; however,
in  the  states  where  most  of the Company's income is earned there are no net
operating  losses  available  making the earnings subject to state income taxes.

Results  for  the  quarter  and nine months reflect minority interest in the net
losses  of  subsidiaries  of  $161,000  and $425,000 respectively, compared with
$107,000  and  $301,000 in the same periods in 2002.  The increase in the amount
of  net losses allocated to minority interests during the third quarter resulted
primarily  from the losses generated by the South Bay Daily Grill.  The increase
in  the  amount  of  net  losses  allocated to minority interest during the nine
months resulted primarily from the losses generated by the South Bay Daily Grill
partially  offset  by  the  improved  operating  performance  at  the  Grill  on
Hollywood.

The company incurred a charge of $10,000 for its equity in loss of joint venture
during  the  nine months of 2003 compared to $13,000 in 2002, which reflects the
Company's  50% interest in the Daily Grill Short Order at Universal Studios City
Walk.

The  Company  reported  dividends  on  preferred stock of $12,500 in each of the
quarters  and  $37,500  in  each of the nine months ended September 28, 2003 and
September  29,  2002.

MATERIAL  CHANGES  IN  FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL RESOURCES.

At  September  28, 2003 the Company had negative working capital of $1.1 million
and  a cash balance of $1.1 million compared to negative working capital of $1.3
million  and  a  cash  balance  of  $1.3  million  at  December  29,  2002.

Net  cash provided by operations during the nine months ended September 28, 2003
totaled  $509,000 compared to $220,000 used in operations during the nine months
ended September 29, 2002.  The positive change in operating cash flow during the
nine  months was related to improved profits and an increase in accounts payable
during the 2003 period compared to a decrease in payables during the 2002 period
offset  by  an  increase  in  prepaid  expenses  in  2003.

Net cash provided by investing activities during the nine months ended September
28,  2003  totaled  $64,000  compared to $2,108,000 used in investing activities
during  the  nine  months  ended  September 29, 2002. Cash provided by investing
activities  during  the  current  period  were  primarily  for  the  release  of
restricted cash for construction of the South Bay Daily Grill ($544,000) and the
return  of advance to managed outlet ($64,000), partially offset by the purchase
of  furniture,  fixtures  and  equipment  ($550,000).

Net cash used in financing activities during the nine months ended September 28,
2003  totaled  $766,000  compared  to  $447,000 provided by financing activities
during  the  nine  months  ended  September  29,  2002.  Cash  used in financing
activities  during  the current period related to reductions in debt ($412,000),
preferred returns to minority investors in Chicago - the Grill on the Alley, LLC
($132,000)  and  return  of  capital  and  profit  distribution  to the minority
investor  in  San  Jose  Grill,  LLC  ($222,000).

                                       20

<PAGE>

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  Preferred Stock, the issuance of warrants, loans and tenant allowances
from  certain  of  its  landlords  and, beginning in 1998, through joint venture
arrangements.

At  September  28,  2003,  the  Company  had a bank credit facility with nothing
owing,  a  SBA  loan  of  $0.1 million, loans from stockholders/officers of $0.6
million,  equipment loans of $0.5 million and loans/advances from a landlord and
others of $0.1 million.  Although no amounts have been borrowed under the credit
facility since 2001, availability under the line has been reducing in accordance
with  its  terms.  Borrowings available to the Company under the credit facility
are  $0.6  million at September 28, 2003 and will ratably reduce to $0.5 million
by  the  end  of  fiscal  year  2003.

Under  certain  of  its  operating  and management agreements the Company has an
obligation to potentially make additional cash advances and/or contributions and
may  not  realize  any  substantial  returns  for some time.  The agreements and
arrangements  under  which  the Company may be required to make cash advances or
contributions,  guarantee  obligations  or  defer  receipt  of  cash  are:

CITYWALK.  The  CityWalk  management  agreement  requires that each member loan,
interest free, to the joint venture 50 percent of any operating deficit forecast
for  the  next  quarter, such loans to be repaid out of the first cash available
from  operations.

SAN FRANCISCO DAILY GRILL.  The management agreement for the San Francisco Daily
Grill  stipulates  that if in any month there is insufficient working capital to
pay  operating  expenses,  excluding  payments  to the Company or the Owner, the
Company  will pay one-half of the required working capital; such advances are to
be  repaid  prior  to  deferred  payments  to  the  Company  or  Owner.

CHICAGO  -  THE  GRILL  ON  THE  ALLEY.  The  Operating Agreement and the Senior
Promissory  Note  for  Chicago - The Grill on the Alley, LLC stipulates that the
non-manager  member  shall  receive a preferred return of eight percent on their
capital  contribution  and  a  payment  on  their converted capital prior to any
distribution  of  cash.

THE GRILL ON HOLLYWOOD.  The Operating Agreement for The Grill on Hollywood, LLC
stipulates  that  90%  of  distributable cash shall go to the non-manager member
until  their  preferred  return,  unrecovered  contribution  and  any additional
contribution  have  been  returned.

SAN JOSE GRILL.  The Operating Agreement for San Jose Grill, LLC stipulates that
distributable cash shall be paid first 10% to the manager and 90% to the members
in  proportion to their ownership percentage until initial capital is recovered,
then  as  a  preferred  return  on  the capital contributions to both members in
proportion  to  their  ownership percentage, then to the manager and non-manager
members in proportion to their ownership percentage until the additional capital
contribution is recovered, and finally 16 2/3% to the manager and the balance to
the  members  in  proportion  to  their  ownership  percentages.

                                       21

<PAGE>

The  Company's  San Jose Grill, Chicago - Grill on the Alley, Grill on Hollywood
and  South  Bay  Daily  Grill  restaurants  are  each owned by limited liability
companies  (the  "LLCs")  in  which  the  Company  serves  as manager and owns a
controlling  interest.  Each  of  the  LLCs  has  minority  interest owners.  In
connection with the financing of each of the LLCs, the minority members may have
certain  rights  to priority distributions of capital until they have received a
return  of  their  initial  investments  ("Return of Member Capital") as well as
rights  to  receive  defined  preferred  returns  on  their  invested  capital
("Preferred  Return").

The following tables set forth a summary for each of the LLCs of (1) the initial
capital  contributions  of  the  Company  and  the  minority  LLC  members  (the
"Members"),  (2)  the distributions of capital to the Members and/or the Company
during  the  nine months ended September 28, 2003, (3) the unreturned balance of
the  capital  contributions  of  the Members and/or the Company at September 28,
2003,  (4)  the  Preferred  Return  rate  to Members and/or the Company, (5) the
accrued  but  unpaid  preferred returns due to the Members and/or the Company at
September  28,  2003,  (6) the management incentive fees, if any, payable to the
Company,  and  (7)  a  summary  of  the  principal  distribution  provisions:

     SAN JOSE GRILL LLC

Initial Capital Contribution:          Members (a)             $     1,149,650
                                                              ==================
                                       Company                 $       350,350
                                                             ===================

Distributions of capital, preferred
return and profit during nine months
ended September 28, 2003:              Members                 $       222,000
                                                             ===================
                                       Company                 $       222,000
                                                             ===================

Unreturned Initial Capital
Contributions at September 29,
2003:                                  Members                 $           0
                                                             ===================
                                       Company                 $           0
                                                             ===================

Preferred Return rate:                 Members                             10%
                                       Company                             10%

Accrued but unpaid Preferred
Returns at September 28, 2003:         Members                 $            0
                                                             ===================
                                       Company                 $            0
                                                             ===================
Management Fee:                        Company                              5%

                                       22

<PAGE>


Principal Distribution Provisions:

         Order of Distributions                Allocation
         ----------------------                ----------
1     Until Return of Initial Capital          10% to Company (Manager)
                                               50.05% of 90% to Company
                                               49.95% of 90% to Members

2     Until Return of Preferred Return         50.05% to Company
                                               49.05% to Members

3     Until Return of Additional Contributions 50.05% to Company
                                               49.95% to Members

     Thereafter:
4     Balance of distributable cash            16.67% to Company (Manager)
                                               50.05% of 83.33% to Company
                                               49.95% of 83.33% to Members


     CHICAGO - GRILL ON THE ALLEY

Initial Capital Contribution:          Members (b)             $     1,700,000
                                                            ===================
                                       Company                 $             0
                                                            ===================

Distributions of capital and note
repayments during nine months
ended September 28, 2003:              Members (b)             $       165,000
                                                            ===================

Unreturned Initial Capital
Contributions at September 28,
2003:                                  Members                 $       999,000
                                                            ===================

Preferred Return rate:                 Members                              8%

Accrued but unpaid Preferred
Returns at September 28, 2003:         Members                 $            0
                                                            ===================

Management Fee:                        Company                              5%



Principal Distribution Provisions:

         Order of Distributions                Allocation
         ----------------------                ----------

1     Until Return of Members Capital         100% to Members

2     Until Return of Preferred Return        100% to Members

     Thereafter:
3     Balance of distributable cash           60% to Company
                                              40% to Members

                                       23

<PAGE>

     THE GRILL ON HOLLYWOOD LLC

Initial Capital Contribution:          Members                 $     1,200,000
                                                            ===================
                                       Company                 $       250,000
                                                            ===================

Distributions of capital during nine
months ended September 28,
2003:                                  Members                 $             0
                                                            ===================
                                       Company                 $             0
                                                            ===================

Unreturned Initial Capital
Contributions at September 28, 2003:   Members                 $     1,200,000
                                                            ===================
                                       Company                 $       250,000
                                                            ===================

Preferred Return:                      Members                             12%
                                       Company                             12%

Accrued but unpaid Preferred
Returns at September 28, 2003:         Members                 $            0
                                                            ===================
                                       Company                 $            0
                                                            ===================

Management Fee:                        Company                             5%



Principal Distribution Provisions:

         Order of Distributions                Allocation
         ----------------------                ----------
1     Until Return of Members Capital
      and Preferred Return                    10% to Company (Manager)
                                              90% to Members

2     Until Return of Company's Capital
      and Preferred Return                    90% to Company (Manager)
                                              10% to Members

     Thereafter:
3     Balance of distributable cash           51% to Company
                                              49% to Members

                                       24

<PAGE>


     SOUTH BAY DAILY GRILL (CONTINENTAL PARK LLC)

Initial Capital Contribution:          Members          $         1,000,000
                                                        ====================
                                       Company          $           350,000
                                                        ===================

Distributions of capital during nine
months ended September 28, 2003:
                                       Members          $                 0
                                                        ====================
                                       Company          $                 0
                                                        ====================

Unreturned Initial Capital
Contributions at September 28,
2003:                                  Members          $         1,000,000
                                                        ====================
                                       Company          $           350,000
                                                        ====================
Preferred Return rate:                 Members                          10%
                                       Company (c)                      10%

Accrued but unpaid Preferred
Returns at September 28, 2003:         Members          $            70,000
                                                        ====================
                                       Company          $            25,000
                                                        ====================
Management Fee:                        Company                           5%

                                       25

<PAGE>

Principal Distribution Provisions:

         Order of Distributions                Allocation
         ----------------------                ----------
1     Until payment in full of all
      deferred management fees                 100% to Company (Manager)

2     Until Return of Any Additional
      Contributions and Preferred
      Returns thereon                          Ratably to Company and Members

3     Until $300,000 is paid                   33.3% to Company
                                               66.7% to Members

4     Until Return of Members accrued
      and unpaid preferred returns             10% to Company
                                               90% to Members

5     Until Members Capital Contribution
      Returned                                 10% to Company
                                               90% to Members

6     Until Return of Company's
      Preferred Return                         90% to Company
                                               10% to Members

7     Until Return of Company's
      Capital Contribution                     90% to Company
                                               10% to Members

     Thereafter
8    Balance of distributable cash             50.1% to Company
                                               49.9% to Members

(a)  The  initial  capital  contributions  of  the Members of San Jose Grill LLC
     consisted  of  a  capital  contribution of $349,650 and a loan of $800,000.
(b)  The  initial capital contributions of the Members of Chicago - Grill on the
     Alley  LLC  consisted  of  a  capital  contribution of $1,000 and a loan of
     $1,699,000.  $1,189,000  of  the  loan  was  converted  to capital in 1999.
     Distribution  of  capital  as  of  September  28, 2003 includes $132,000 of
     capital  and  preferred  return  and  $33,000  of  payment  on  the  loan.
(c)  The Company's preferred return with respect to the South Bay Daily Grill is
     based on unrecovered capital contribution and accrued but unpaid management
     fees.

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 will cause the cost to the Company of opening
such  restaurants  to be substantially less than the Company's cost to build and
open  non-hotel  based  restaurants.

                                       26

<PAGE>


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.

CRITICAL ACCOUNTING POLICIES

The  Company's discussion and analysis of its financial condition and results of
operations  are  based  upon the Company's financial statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America.  The  Company  believes  the  following  critical
accounting  policies affect its more significant judgments and estimates used in
the  preparation  of  its  financial  statements.

Principles of Consolidation and Minority Interests
--------------------------------------------------

The  Company's restaurant operations are conducted through multiple wholly-owned
subsidiaries  as well as through four majority-owned limited liability companies
and  through  a  50%  owned joint venture.  The Company's consolidated financial
statements  include  balance sheet and income statement items, after eliminating
intercompany  accounts and transactions, of each wholly-owned and majority-owned
subsidiary.  The  proportionate  interest  of  the  earnings  or  loss  of
majority-owned  subsidiaries  attributable  to  the  minority  owners  of  those
subsidiaries  is  reflected  in  a  single  statement  of operations entry, with
minority  interests  in  earnings  being  a reduction in net income and minority
interests in losses being an increase in net income.  The proportionate interest
in the equity of majority-owned subsidiaries attributable to the minority owners
of  those  subsidiaries  is  reflected  as  a single balance sheet entry between
liabilities  and  stockholders'  equity.

The  Company's  interest  in  the  50%  owned  joint  venture which operates the
Universal  CityWalk  Daily  Grill  is  accounted  for under the equity method of
accounting.  Under  the  equity  method,  the  balance  sheet  and  statement of
operations  items  of  that  joint  venture  are  not  included on the Company's
financial  statements.  Instead,  the  Company  reports  on  its  statement  of
operations  a  single  line  entry  reflecting its proportionate interest in the
earnings  or  loss  of the joint venture, provided that the aggregate net losses
from  the  joint venture do not exceed the Company's equity in the venture.  The
Company's  equity  in  the  joint  venture  is reflected as an investment on the
balance  sheet  which  is adjusted, but not below zero, to reflect the Company's
aggregate  share  of  net  income  and  losses  of  the  venture.

                                       27

<PAGE>

Impairment of Long-Lived Assets
-------------------------------

The  Company  reviews  all  long-lived assets on a regular basis to determine if
there  has been an impairment in the value of those assets.  If, upon review, it
is  determined  that  the carrying value of those assets may not be recoverable,
the  Company  will record a charge to earnings and reduce the value of the asset
on  the  balance  sheet  to  the  amount  determined  to  be  recoverable.

For  purposes  of  evaluating  recoverability  of  long-lived  assets,  the
recoverability test is performed using undiscounted cash flows of the individual
restaurants  and  consolidated undiscounted net cash flows for long-lived assets
not  identifiable  to  individual  restaurants  compared to the related carrying
value.  If  the  undiscounted  operating income is less than the carrying value,
the  amount  of  the  impairment,  if  any,  will be determined by comparing the
carrying value of each asset with its fair value.  Fair value is generally based
on  a  discounted  cash  flow  analysis.

Based  on  the Company's review of its presently operating restaurants and other
long-lived  assets,  during  the  quarter  ended September 29, 2003, the Company
recorded  no  impairments  of  its  long-lived  assets.

Valuation  of  Accounts  Receivable
-----------------------------------

The  Company  reviews  all  of  its  accounts  receivable  on a regular basis to
determine  the  collectability  of  each  account  based  on  age,  response  to
collection  efforts,  and  other factors.  The Company establishes a reserve for
those accounts where collection seems doubtful.  If a determination is made that
the  customer  will  definitely  not  pay, the amount is written off against the
reserve.

Based  on  the  Company's  review at September 28, 2003, the current reserve for
uncollectible  accounts  receivable  is  adequate.

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.  The  Company  adopted  SFAS  145 effective December 30, 2002.  Adoption of
this  statement  has  had no impact on our consolidated financial statements.

                                       28

<PAGE>

In  July  2002, the FASB issued Statement of Financial Standards No. 146, ("SFAS
146"), "Accounting for Costs Associated with Exit or Disposal Activities," which
superceded  EITF  Issue  No.  94-3,  "Liability Recognition for Certain Employee
Termination  Benefits  and  Other Costs to Exit an Activity."  SFAS 146 requires
that  a  liability  for  a  cost  associated  with  an exit activity or disposal
activity  be  recognized  and  measured  initially  at  fair value only when the
liability  is incurred.  EITF Issue No. 94-3 requires recognition of a liability
at  the  date an entity commits to an exit plan.  All provisions of SFAS 146 are
effective  for  exit  or  disposal activities initiated after December 31, 2002.
Adoption  of  this  statement  has not had a material impact on our consolidated
financial  statements.

In  November  2002,  the  FASB  issued  FASB  Interpretation  No.  ("FIN")  45,
"Guarantor's  Accounting  and  Disclosure Requirements for Guarantees, Including
Indirect  Guarantees  of  Indebtedness  of  Others."  FIN  45 required that upon
issuance  of  a  guarantee,  the  entity  (i.e., the guarantor) must recognize a
liability  for  the fair value of the obligation it assumes under the guarantee.
FIN 45's provisions for initial recognition and measurement will be effective on
a  prospective  basis  to guarantees issued or modified after December 31, 2002.
Consistent  with the provisions of FIN 45, the Company will apply this statement
prospectively.  As required by FIN 45, the disclosure provisions, when required,
have  been  included  in the Company's consolidated financial statements for the
nine  months  ended  September  28,  2003.  Adoption of this statement has not a
material  impact  on  our  consolidated  financial  statements.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure,"  which amends SFAS No. 123.  SFAS No.
148  provides  alternative  methods  of transition for a voluntary change to the
fair  value  based  method  of  accounting  for  stock-based  compensation.  In
addition,  SFAS  No.  148  amends the disclosure requirements of SFAS No. 123 to
require  prominent  disclosures  in both annual and interim financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of the method used on reported results of operations. As the Company has
not  elected  to  change  to the fair value based method of accounting for stock
based  employee  compensation,  the  adoption  of  SFAS  No.  148 did not have a
material  impact  on  the Company's financial position or results of operations.
All  disclosure requirements of SFAS No. 148 have been adopted and are reflected
in  these  financial  statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities."  FIN  46  provides guidance that determines (1) whether consolidation
is  required  under  the  "controlling  interest"  model  of Accounting Research
Bulletin  No.  51  ("ARB  51"),  "Consolidated  Financial  Statements"  or,
alternatively,  (2)  whether  the variable interest model under FIN 46 should be
used  to  account for existing and new entities.  The variable interest model of
FIN  46  looks  to  identify  the  "primary  beneficiary" of a variable interest
entity.  The  primary  interest  entity  would be required to be consolidated if
certain  conditions  are  met.  The  Company  is  required  to  apply  FIN 46 to
preexisting  entities  as  of the first interim period ending after December 15,
2003.  Management does not believe that the adoption of this statement will have
a  material  impact  on  our  consolidated  financial  statements.

In  May  2003, SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity", was issued, which requires that
certain  financial  instruments  must  now be accounted for as liabilities.  The
financial  instruments  affected  include  mandatorily redeemable stock, certain
financial  instruments that require the issuer to buy back some of its shares in
exchange  for  cash  or other assets and certain obligations that can be settled
with  shares  of stock.  SFAS No. 150 is effective for all financial instruments
entered into or modified after May 31, 2003 and must be applied to the Company's
existing  financial  instruments  effective  June 30, 2003, the beginning of the
first  fiscal  period after June 15, 2003.  The adoption of SFAS No. 150 on June
30,  2003,  did  not  have  an  impact  on  the Company's consolidated financial
statements  or  disclosures.

                                       29

<PAGE>

CERTAIN  FACTORS  AFFECTING  FUTURE  OPERATING  RESULTS

In  addition  to  the  planned  opening  of  the new restaurants during 2003, as
described  above,  and  the  various  factors  described in the Company's Annual
Report  on  Form  10-K  for  the  year  ended  December  29, 2002, the following
developments  may  impact  future  operating  results.

In  October  2002,  the Company signed a lease to open a hotel-based Daily Grill
restaurant  in  the  Hyatt  Hotel  in  Bethesda,  Maryland.  The  restaurant  is
scheduled  to  open early in 2004.  The anticipated construction and pre-opening
cost  of  $2,164,000  will  be  funded  by  a landlord construction allowance of
$1,800,000  and  $364,000  by  the  Company.

In  September  2003,  the  Company  opened a managed Daily Grill in the Portland
Westin  Hotel  in  Portland,  Oregon.

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;  or that additional hotels will elect to
retain  the  Company's  hotel  restaurant  management  services.

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 non-revolving credit facility (the "Credit
Facility").  There  were  no borrowings outstanding under the Credit Facility at
September  28,  2003.  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.

ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As  of  the  end  of  the  period  covered by this report, we have evaluated the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  under  the  supervision  and  with  the  participation  of our chief
executive  officer  ("CEO")  and  our chief financial officer ("CFO").  Based on
this  evaluation,  our management, including the CEO and CFO, concluded that our
disclosure  controls  and  procedures  were  effective.  There  have  been  no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect  internal  control  subsequent  to  the  evaluation.

                                       30

<PAGE>

                          PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

Exhibit No.                    Description
-----------                    -----------
  31.1          Certification of CEO Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
  31.2          Certification of CFO Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
  32.1          Certification Pursuant to 18.U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)     Reports on Form 8-K

On August 14, 2003, we reported on Form 8-K, Item 9, that we issued a press
release on August 13, 2003 announcing financial results for the quarter ended
June 29, 2003.

                                       31

<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       November  12,  2003
-------------------      Executive  Officer
Robert  Spivak




/s/ Daryl Ansel          Principal  Accounting       November  12,  2003
-------------------      Officer
Daryl  Ansel

                                       32

<PAGE>

     Exhibit 31.1

                CERTIFICATION PURSUANT TO 15 U.S.C. SECTION 10A,
                      AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Robert Spivak, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of GRILL CONCEPTS, INC.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information included in this report, fairly present in all material respect
     the  financial  condition,  results  of  operations  and  cash flows of the
     registrant  as  of,  and  for,  the  periods  presented  in  this  report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which  this  quarterly  report  is  being  prepared;

     b)   [omitted  in  accordance  with SEC Release Nos. 33-8238 and 34-47986];

     c)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

     d)   disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control  over  financial  reporting;  and

                                       33

<PAGE>

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of  directors:

     a)   all  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls  over  financial  reporting.

Date: November 12, 2003            /s/ Robert Spivak
                                   -------------------------------------
                                   Robert Spivak
                                   President and Chief Executive Officer

                                       34

<PAGE>

     Exhibit 31.2

                CERTIFICATION PURSUANT TO 15 U.S.C. SECTION 10A,
                      AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Daryl Ansel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of GRILL CONCEPTS, INC.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information included in this report, fairly present in all material respect
     the  financial  condition,  results  of  operations  and  cash flows of the
     registrant  as  of,  and  for,  the  periods  presented  in  this  report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which  this  quarterly  report  is  being  prepared;

     b)   [omitted  in  accordance  with SEC Release Nos. 33-8238 and 34-47986];

     c)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

     d)   disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control  over  financial  reporting;  and

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<PAGE>

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of  directors:

     a)   all  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls  over  financial  reporting.

Date: November 12, 2003            /s/ Daryl Ansel
                                   ----------------------------
                                   Daryl Ansel
                                   Chief Financial Officer


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Exhibit 32.1


      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002


I, Robert Spivak, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Grill Concepts, Inc. on Form 10-Q for the quarterly period ended
September 28, 2003 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-Q fairly presents in all material respects the financial condition
and results of operations of Grill Concepts, Inc.


                                   By: /s/ Robert Spivak
                                       ----------------------------
                                   Name: Robert Spivak
                                   Title: Chief Executive Officer
                                   November 12, 2003


I, Daryl Ansel, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of
Grill Concepts, Inc. on Form 10-Q for the quarterly period ended September 28,
2003 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Form 10-Q
fairly presents in all material respects the financial condition and results of
operations of Grill Concepts, Inc.


                                   By: /s/ Daryl Ansel
                                       --------------------------
                                   Name: Daryl Ansel
                                   Title: Chief Financial Officer
                                   November 12, 2003


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