FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

For the quarterly period ended  September 29, 1996
                                ------------------------------------------------

                                       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 number          1-12692
                                ------------------------------------------------

                         MORTON'S RESTAURANT GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                    13-3490149
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization)                      



3333 New Hyde Park Road, Suite 210, New Hyde Park, New York      11042
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (zip code)

                                  516-627-1515
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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 [ ]

As of November 6, 1996, the registrant had 6,428,673 Shares of its Common Stock,
$.01 par value, issued and outstanding.


                                      (1)
<PAGE>

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                      INDEX

Part I - Financial Information                                       Page
                                                                     ----
Item 1.  Financial Statements

  Consolidated Balance Sheets as of September 29, 1996 
     and December 31, 1995                                            3-4

  Consolidated Statements of Operations for the three 
     and nine month periods ended
     September 29, 1996 and October 1, 1995                             5

  Consolidated Statements of Cash Flows for the nine 
     month periods ended September 29, 1996
     and October 1, 1995                                                6

  Notes to Consolidated Financial Statements                          7-9

Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations                        10-13

Part II - Other Information

Item 1.  Legal Proceedings                                             14

Item 4.  Submission of Matters to a Vote of Stockholders               14
 
Item 6.  Exhibits and Reports on Form 8-K                              14


Signatures                                                             15


                                      (2)
<PAGE>

Item 1.  Financial Statements

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                             (amounts in thousands)


                                                    September 29,   December 31,
                                                        1996            1995
                                                        ----            ----
     Assets                                                 (unaudited)
Current assets:
     Cash and cash equivalents                        $  1,254       $  2,351
     Accounts receivable                                 2,105          2,575
     Inventories                                         3,919          3,465
     Landlord construction receivables,                             
       prepaid expenses and other                                   
       current assets                                    2,409          2,157
     Deferred income taxes                               2,620          2,280
     Assets held for sale                               21,205         22,583
                                                      --------       --------
         Total current assets                           33,512         35,411
Property and equipment, at cost:                                    
     Furniture, fixtures and equipment                  12,453          8,304
     Leasehold improvements                             12,972          7,050
     Construction in progress                            1,098          6,618
                                                      --------       --------
                                                        26,523         21,972
                                                      --------       --------
     Less accumulated depreciation and                              
       amortization                                      3,779          2,593
                                                      --------       --------
         Net property and equipment                     22,744         19,379
                                                      --------       --------
Intangible assets, net of accumulated                               
     amortization of $2,954 at September                            
     29, 1996 and $2,654 at December 31, 1995           13,041         13,341
Other assets and deferred expenses, net of                          
     accumulated amortization of                                    
     $4,008 at September 29, 1996 and $1,306                        
     at December 31, 1995                                6,172          5,057
                                                      --------       --------
                                                      $ 75,469       $ 73,188
                                                      ========       ========
                                                                      
                                                           (Continued)


                                      (3)
<PAGE>

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

                     Consolidated Balance Sheets, Continued

                    (amounts in thousands, except share data)

                                                  September 29,     December 31,
                                                     1996                1995
                                                     ----                ----
                                                            (unaudited)
     Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                              $  4,312            $  6,904
     Accrued expenses                                 5,439               4,499
     Accrued income taxes                               249                 538
     Current portion of note payable to 
       related party                                   -                    483
     Liabilities related to assets held for sale      9,902              13,995
                                                   --------            --------
         Total current liabilities                   19,902              26,419
Bank debt                                            27,400              23,650
Other liabilities                                     5,588               4,079
                                                   --------            --------
         Total liabilities                           52,890              54,148
                                                   --------            --------
Commitments and contingencies

Stockholders' equity:
     Preferred stock, $.01 par value per share.
       Authorized 3,000,000 shares, no shares 
       issued or outstanding                           -                   -
     Common stock,  $.01 par value per share.  
       Authorized 25,000,000 shares, issued and
       outstanding 6,426,773 shares at
       September 29, 1996 and 6,367,093 shares 
       at December 31, 1995                              64                  64
     Nonvoting common stock, $.01 par value per 
       share.  Authorized 3,000,000 shares, no 
       shares issued or outstanding                    -                   -
     Additional paid-in capital                      61,472              61,350
     Accumulated deficit                            (38,957)            (42,374)
                                                   --------            --------
         Total stockholders' equity                  22,579              19,040
                                                   --------            --------
                                                   $ 75,469            $ 73,188
                                                   ========            ========

See accompanying notes to consolidated financial statements.


                                      (4)
<PAGE>

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                  (amounts in thousands, except per share data)


<TABLE>
<CAPTION>
                                                    Three Months Ended               Nine Months Ended
                                                Sept. 29,         Oct. 1,         Sept. 29,       Oct. 1,
                                                   1996            1995              1996          1995
                                                   ----            ----              ----          ----
                                                      (unaudited)                       (unaudited)


<S>                                               <C>              <C>             <C>           <C>    
Revenues                                          $45,459          38,716          140,804       124,266

Food and beverage costs                            15,201          12,949           47,112        41,479
Restaurant operating expenses                      22,834          20,330           69,070        62,391
Depreciation, amortization and other 
  non-cash charges                                  1,657           1,346            4,557         4,776
General and administrative expenses                 3,352           3,343           10,598         9,961
Marketing and promotional expenses                  1,057             975            3,209         2,460
Interest expense, net                                 557             489            1,701         1,364
Litigation settlement and related expenses          -               2,640            -             2,640
                                                  -------          ------          -------       -------
          Income (loss) before income taxes           801          (3,356)           4,557          (805)
Income tax expense (benefit)                          200            (381)           1,140          (256)
                                                  -------          ------          -------       -------
         Net income (loss)                        $   601          (2,975)           3,417          (549)
                                                  =======          ======          =======       =======
Income (loss) per share                           $  0.09           (0.47)            0.50         (0.09)
                                                  =======          ======          =======       =======
Weighted average shares outstanding                 6,827           6,367            6,793         6,367
                                                  =======          ======          =======       =======
</TABLE>

      See accompanying notes to consolidated financial statements.


                                      (5)
<PAGE>

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                             (amounts in thousands)

                                                        Nine Months Ended
                                                       Sept. 29,    Oct. 1,
                                                         1996        1995
                                                         ----        ----
                                                            (unaudited)
Cash flows from operating activities:
     Net income (loss)                                 $  3,417    $   (549)
     Adjustments to reconcile net income 
       (loss) to net cash provided by
       operating activities:
     Depreciation, amortization and other 
       non-cash charges                                   4,557       4,776
     Accrued litigation settlement and 
       related expenses                                    -          2,640
     Change in assets and liabilities:
         Accounts receivable                                379      (1,243)
         Inventories                                       (202)        (73)
         Prepaid expenses and other assets                  (67)       (577)
         Accounts payable, accrued expenses 
           and other liabilities                         (5,855)     (3,560)
         Accrued income taxes                               (52)       (744)
                                                       --------    --------
           Net cash provided by operating activities      2,177         670
                                                       --------    --------
Cash flows from investing activities:
     Purchases of property and equipment, net            (2,930)     (3,580)
     Payments for start-up costs, licenses and 
       other deferred expenses                           (3,733)     (2,644)
                                                       --------    --------
           Net cash used by investing activities         (6,663)     (6,224)
                                                       --------    --------
Cash flows from financing activities:
     Increase in bank overdraft                             -         1,619
     Principal reduction on bank debt                    (2,250)       (450)
     Proceeds from bank debt                              6,000       5,975
     Payments on note payable to related party             (483)       (521)
     Net proceeds from issuance of stock                    122          -
                                                       --------    --------
           Net cash provided by financing activities      3,389       6,623
                                                       --------    --------
Net increase in cash and cash equivalents                (1,097)      1,069
Cash and cash equivalents at beginning of period          2,351       4,031
                                                       --------    --------
Cash and cash equivalents at end of period             $  1,254    $  5,100
                                                       ========    ========

See accompanying notes to consolidated financial statements.


                                      (6)
<PAGE>

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                     September 29, 1996 and October 1, 1995

1)   The accompanying unaudited, consolidated financial statements have been
prepared in accordance with instructions to Form 10-Q and, therefore, do not
include all information and footnotes normally included in financial statements
prepared in conformity with generally accepted accounting principles. They
should be read in conjunction with the consolidated financial statements of
Morton's Restaurant Group, Inc., formerly known as Quantum Restaurant Group,
Inc., (the "Company") for the fiscal year ended December 31, 1995, filed by the
Company on Form 10-K with the Securities and Exchange Commission on March 29,
1996.

     The accompanying financial statements are unaudited and include all
adjustments (consisting of normal recurring adjustments and accruals) that
management considers necessary for a fair presentation of its financial position
and results of operations for the interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the results
that may be expected for the entire year.

     On May 9, 1996, at the Company's Annual Meeting of Stockholders, the
stockholders voted to change the name of the Company from Quantum Restaurant
Group, Inc. to Morton's Restaurant Group, Inc.

     The Company uses a fiscal reporting period ending on the closest Sunday to
December 31. The fiscal year consists of 52 weeks and approximately every six or
seven years, a 53rd week will be added.

2)   For the purposes of the consolidated statements of cash flows, the Company
considers all highly liquid instruments purchased with a maturity of three
months or less to be cash equivalents. The Company paid cash interest and fees,
net of amounts capitalized, of approximately $1,563,000 and $1,370,000, and
income taxes of approximately $800,000 and $950,000, for the nine months ended
September 29, 1996 and October 1, 1995, respectively. During fiscal 1996 and
1995, the Company entered into capital lease arrangements of approximately
$2,445,000 and $738,000, respectively, for restaurant equipment.

3)   Effective January 2, 1995, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of " ("Statement 121").

     During the second quarter of fiscal 1995, the Company approved a plan for
the sale of Peasant Holding Corp. ("Peasant Holding"), the holding company for
Mick's Restaurants, Inc. ("Mick's") and The Peasant Restaurants, Inc.
("Peasant"). Pursuant to Statement 121, the Company discontinued depreciating
fixed assets and amortizing goodwill relating to Mick's and Peasant in April
1995. The amount of such depreciation and amortization for the first three
months of fiscal 1995 approximated $364,000.

     Coincident with the Company's approval of the plan of sale, the assets held
for sale and related liabilities for Mick's and Peasant have been reclassified
as "Assets held for sale" and "Liabilities related to assets held for sale" when
the Company reports its financial position. The accompanying consolidated
balance sheets include the following components:


                                      (7)
<PAGE>

                                                  Sept. 29,      December 31,
                                                    1996            1995
                                                  --------        --------
                                              (amounts in thousands, unaudited)

Current assets                                    $  2,339        $  2,686
Net property and equipment                          10,624          13,851
Unamortized goodwill                                 8,077           8,077
Other assets                                         2,283           4,089
Deferred tax assets                                  1,490           2,180
Write-down of carrying values                       (3,608)         (8,300)
                                                  --------        --------
  Assets held for sale                              21,205          22,583
                                                  --------        --------
Current liabilities                                  4,131           3,470
Other liabilities                                    1,767           3,325
Lease exit costs                                     4,004           7,200
                                                  --------        --------
  Liabilities related to assets held for sale        9,902          13,995
                                                  --------        --------
    Net assets held for sale                      $ 11,303        $  8,588
                                                  ========        ========


     The following represents the combined results of Mick's and Peasant for the
periods ended September 29, 1996 and October 1, 1995. Interest expense was not
allocated.

                                                       Nine Months Ended
                                                Sept. 29, 1996      Oct. 1, 1995
                                                --------------      ------------
                                               (amounts in thousands, unaudited)

Revenues                                         $   41,839         $   47,718

Food and beverage costs                              12,293             13,953
Restaurant operating expense                         26,089             28,837
Depreciation, amortization and other 
  non-cash charges                                      138              2,397
General and administrative expenses                   2,935              3,250
Marketing and promotional expenses                      778                988
                                                 ---------          ---------- 
         Loss before income taxes                $    (394)         $   (1,707)
                                                 =========          ========== 

     Management had been actively seeking potential buyers for the sale of all
Mick's and Peasant restaurants and in the fourth quarter of fiscal 1995 engaged
an investment banking firm to assist with the sale. Although marketing efforts
concentrated on selling all of the Mick's and Peasant restaurants, sales
materials indicated that a partial sale would be considered. Interest received
for the majority of the restaurants indicates that the related net assets at
September 29, 1996 are recoverable. No meaningful offers were received for the
remaining restaurants (the "Remaining Restaurants"). Cash flow analyses prepared
by management for the Remaining Restaurants indicated that it would be less
costly to close such restaurants in an orderly fashion, rather than continue to
operate them through the end of their respective lease terms. Accordingly,
assets of $8,300,000 related to the Remaining Restaurants were written off and
expenses of $7,200,000, representing management's estimate of the expected costs
to terminate related leases, were accrued at December 31, 1995. During fiscal
1996, restaurant occupancy expense of approximately 


                                      (8)
<PAGE>

$1,045,000 for the Remaining Restaurants has been charged against the accrual
for lease exit costs. During the second quarter of fiscal 1996, three Mick's
restaurants and one Peasant restaurant were closed. During the third quarter,
four more Mick's restaurants were closed. During October 1996, one more Peasant
was closed. Net assets held for sale at September 29, 1996 consist of net assets
of $15,200,000 related to the majority of the restaurants and net liabilities of
$3,900,000 related to the Remaining Restaurants.

     The write-down and related charges for net assets held for sale reflect
management's best estimate of the costs expected to be incurred in connection
with the disposition of Mick's and Peasant. As a result of the numerous
uncertainties which may impact the actual costs to be incurred by the Company,
such costs may differ from the current estimates used by management.

4)   The Company is involved in various legal actions. See "Part II - Other
Information, Item 1. Legal Proceedings" on page 14 of this Form 10-Q for a
discussion of these legal actions.


                                      (9)
<PAGE>

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

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

Results of Operations

     Revenues increased $6.8 million, or 17%, to $45.5 million for the three
month period ended September 29, 1996, from $38.7 million during the comparable
1995 period. Of the increase, $6.8 million was attributable to incremental
restaurant revenues from eight new restaurants opened after January 1, 1995 and
$2.0 million, or 5.7%, was attributable to additional comparable revenues from
restaurants open all of both periods. Offsetting these increases was a reduction
of $2.0 million from Mick's and Peasant restaurants closed during the period.
Average revenues per restaurant open for a full period increased 16.0%.

     Revenues increased $16.5 million, or 13%, to $140.8 million for the nine
month period ended September 29, 1996, from $124.3 million during the comparable
1995 period. Of the increase, $15.8 million was attributable to incremental
restaurant revenues from eight new restaurants opened after January 1, 1995 and
$3.7 million, or 3.2%, was attributable to additional comparable revenues from
restaurants open all of both periods. Offsetting these increases was a reduction
of $3.0 million from Mick's and Peasant restaurants closed during the period.
Average revenues per restaurant open for a full period increased 10.9%. In
addition, higher revenues for the first nine months of fiscal 1996 reflect the
impact of price increases of approximately 2% in April, 1995 for Mick's and
Peasant Restaurant Groups. The Company operated 67 and 68 restaurants as of
September 29, 1996 and October 1, 1995, respectively.

     Mick's and Peasant restaurants have generated lower than anticipated
revenues which are adversely impacting average restaurant revenues and earnings
trends. Additionally, as reflected in the table below, the 1996 period was
adversely impacted by declines in the comparable restaurant revenues in the
Mick's and Peasant groups, offset by increases in the Morton's and Bertolini's
groups. The Atlanta market, where 22 of the Company's restaurants are located,
has become increasingly competitive and may continue to adversely impact
comparable restaurant revenues and operating results. As discussed in Note 3 to
the accompanying consolidated financial statements, the Company approved a plan
for the sale of the Mick's and Peasant restaurant groups. Operating results for
Mick's and Peasant during the period they are being held for sale may continue
to be adversely impacted.

     Percentage changes in comparable restaurant revenues for the three and nine
month periods ended September 29, 1996 versus October 1, 1995 for restaurants
open all of both periods are as follows:

                             Three Months                    Nine Months
                         Ended Sept. 29, 1996           Ended Sept. 29, 1996
                           Percentage Change              Percentage Change
                           -----------------              -----------------
     Morton's                    9.1%                           9.9%
     Bertolini's                 1.1%                           4.4%
     Mick's                      0.8%                          -6.7%
     Peasant                     2.5%                          -6.9%
     Total                       5.7%                           3.2%

     The Company believes that revenues for the first quarter of 1996 were
adversely affected by severe winter storms in January 1996. The Company believes
that the Olympic Games which were held in Atlanta in July 1996 had a favorable
impact on Atlanta based restaurant revenues.


                                      (10)
<PAGE>

     Food and beverage costs increased from $12.9 million for the three month
period ended October 1, 1995 to $15.2 million for the three month period ended
September 29, 1996 and increased from $41.5 million for the nine month period
ended October 1, 1995 to $47.1 for the nine month period ended September 29,
1996. Offsetting these increases was a reduction of approximately $0.7 million
and $1.0 million for the three and nine month periods, respectively, due to the
Mick's and Peasant restaurants closed during fiscal 1996. These costs as a
percentage of revenues remained flat for the three month period and increased
0.1% for the nine month period.

     Restaurant operating expenses which include labor, occupancy and other
operating expenses increased from $20.3 million for the three month period ended
October 1, 1995 to $22.8 million for the three month period ended September 29,
1996, an increase of $2.5 million. For the nine months ended September 29, 1996,
these costs increased from $62.4 million during the 1995 period, to $69.1
million for the comparable 1996 period. Those costs as a percentage of revenues
decreased 2.3% from 52.5% for the three month period ended October 1, 1995 to
50.2% for the three month period ended September 29, 1996 and decreased 1.1%
from 50.2% for the nine month period ended October 1, 1995, to 49.1% for the
comparable 1996 period. Offsetting these increases was a reduction of
approximately $2.0 million and $2.7 million for the three and nine month
periods, respectively, due to the Mick's and Peasant restaurants closed during
fiscal 1996. During fiscal 1996, restaurant occupancy expense of approximately
$1.0 for the Remaining Restaurants has been charged against the accrual for
lease exit costs. The 1996 period increase in costs relates to the added costs
of operating eight additional restaurants opened after January 1, 1995.

     Depreciation, amortization and other non-cash charges increased from $1.3
million for the three month period ended October 1, 1995 to $1.7 million for the
three month period ended September 29, 1996, and increased from 3.5% of revenues
to 3.6%, respectively. For the nine months ended September 29, 1996, such costs
were $4.6 million verses $4.8 million for the comparable 1995 period. The 1996
nine month period increase is due to increased startup amortization offset by
the exclusion of depreciation and amortization related to Mick's and Peasant of
approximately $0.4 million recorded in the first quarter of 1995. Such
depreciation and amortization was discontinued in the second quarter of 1995
pursuant to Statement 121 (see Note 3).

     General and administrative expenses for the three month period ended
September 29, 1996 were $3.4 million, an increase of $0.1 million as compared
with the three month period ended October 1, 1995. For the nine months ended
September 29, 1996, such costs were $10.6 million versus $10.0 million for the
comparable 1995 period. Such costs as a percentage of revenues were 7.4% for the
three month period ended September 29, 1996, a decrease of 1.3% from the three
month period ended October 1, 1995 and 7.5% of revenues for the nine months
ended September 29, 1996, a decrease of 0.5% from the nine months ended October
1, 1995. The increase in such expense is driven by incremental costs associated
with increased restaurant development.

     Marketing and promotional expenses were $1.1 million, or 2.3% of revenues,
for the three month period ended September 29, 1996, compared to $1.0 million,
or 2.5% of revenues for the three month period ended October 1, 1995. For the
nine months ended September 29, 1996, these costs were $3.2 million, or 2.3% of
revenues, as compared to $2.5 million, or 2.0% of revenues, for the comparable
1995 period. The increase is driven by incremental costs associated with
increased restaurant development.

     During the third quarter of fiscal 1995, the Company recorded a one-time
charge of approximately $2.6 million related to the settlement of a lawsuit, and
associated legal and related costs, which had been pending in the United States
District Court for the District of Nevada. There were no comparable charges
during fiscal 1996.


                                      (11)
<PAGE>

     Interest expense, net of interest income, increased to $0.6 million and
$1.7 million, respectively for the three and nine month periods ended September
29, 1996 from $0.5 million and $1.4 million, respectively for the three and nine
month periods ended October 1, 1995. The increase is a result of higher
outstanding debt balances.

     Income tax expense of $1.1 million for the nine month period ended
September 29, 1996 predominantly represents state income taxes as well as
Federal income taxes, which were partially offset by the utilization of the
Company's net operating loss carryforwards and the establishment of additional
deferred tax assets relating to FICA and other tax credits that were generated
during fiscal 1996.

Liquidity and Capital Resources

     In the past, the Company has had, and may have in the future, negative
working capital balances. The Company does not have significant receivables or
inventories and receives trade credit based upon negotiated terms in purchasing
food and supplies. Funds available from cash sales not needed immediately to pay
for food and supplies or to finance receivables or inventories were used for
noncurrent capital expenditures and or payments of long-term debt balances under
revolving credit agreements.

     The Company and The First National Bank of Boston (FNBB) entered into the
Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 19, 1995, as amended in February, March and June 1996 (collectively the
"Credit Agreement"), pursuant to which the Company's then existing credit
facility was restructured and amended to, among other things, increase the
credit facility from $25,000,000 to $30,000,000, consisting of a $15,000,000
term loan (the "Term Loan") and a $15,000,000 revolving credit facility (the
"Revolving Credit Facility") and to extend the final maturity date one year to
December 31, 2001. Loans made pursuant to the Credit Agreement bear interest at
a rate equal to the lender's base rate (plus applicable margin) or, at the
Company's option, the Eurodollar Rate (plus applicable margin). At September 29,
1996, the Company's applicable margin, calculated pursuant to the Credit
Agreement, was 0.25% on base rate loans and 2.25% on Eurodollar Rate loans. The
Company has no outstanding futures contracts or interest rate hedge agreements.

     As of September 29, 1996 and December 31, 1995, the Company had outstanding
borrowings of $27,400,000 and $23,650,000, respectively, under the Credit
Agreement. At September 29, 1996, $444,000 was restricted for letters of credit
issued by the lender on behalf of the Company. Unrestricted and undrawn funds
available to the Company under the Credit Agreement were $2,156,000. The
weighted average interest rate on all bank borrowings on September 29, 1996 was
7.8%. In addition, the Company is obligated to pay fees of 0.25% on unused loan
commitments less than $10,000,000, 0.375% on unused loan commitments greater
than $10,000,000 and a per annum letter of credit fee (based on the face amount
thereof) equal to the applicable margin on the Eurodollar Rate loans.

     The availability under the Credit Agreement is scheduled to reduce by
$800,000 on September 30, 1997 and thereafter principal installments on the Term
Loan of $800,000 each will be due at the end of each calendar quarter through
December 31, 2001. The Revolving Credit Facility will be payable in full on
December 31, 2001. Borrowings under the Credit Agreement are secured by all
tangible and intangible assets of the Company. Total amounts of principal
payable by the Company under the Credit Agreement during the five years
subsequent to September 29, 1996 amount to $0 in 1996, $1,600,000 in 1997,
$3,200,000 in 1998, $3,200,000 in 1999, $3,200,000 in 2000 and $16,200,000 in
2001. The borrowings under the Company's Credit Agreement have been classified
as long-term on the Company's consolidated balance sheet since the Company may
borrow amounts due under the Term Loan from the Revolving Credit 


                                      (12)
<PAGE>

Facility, including the Term Loan Principal payments due in September 1997. As
stated in Note 3 to the accompanying consolidated financial statements, the
Company approved a plan for the sale of Mick's and Peasant. Under the terms of
the Company's Credit Agreement, net proceeds from such sale will be required to
be used to reduce the Company's outstanding debt.

     The Credit Agreement contains certain restrictive covenants with respect to
the Company that, among other things, create limitations (subject to certain
exceptions) on: (i) the incurrence or existence of additional indebtedness or
the granting of liens on assets or contingent obligations; (ii) the making of
investments in any person; (iii) mergers, dispositions of assets or
consolidations; (iv) prepayment of certain other indebtedness; (v) making
capital expenditures above specified amounts; and (vi) the ability to make
certain fundamental changes or to change materially the present method of
conducting the Company's business. The Credit Agreement also requires the
Company to satisfy certain financial ratios and tests. As of September 29, 1996,
the Company believes it was in compliance with such covenants.

     During the first nine months of fiscal 1996, the Company's net investment
in fixed assets and related investment costs, net of capitalized leases
approximated $6.6 million. The Company estimates that it will expend up to an
aggregate of $10.0 million in 1996 to finance pre-opening costs and capital
expenditures net of landlord development and rent allowances and net of
equipment lease financing for new restaurants and ordinary refurbishment of
existing restaurants. The Company has entered into various equipment lease
financing agreements with several financial institutions of which approximately
$9.6 million in the aggregate has been funded through October 1996 and $4.5
million in the aggregate is available for future fundings. The Company
anticipates that funds generated through operations and funds available through
equipment lease commitments as well as those available under the Credit
Agreement will be sufficient to fund planned expansion.

Forward-Looking Statements

     Except for the historical information contained in this Form 10-Q, certain
statements made herein are forward-looking statements that involve risks and
uncertainties and are subject to important factors that could cause actual
results to differ materially from these forward-looking statements, including
without limitation, the effect of economic and market conditions, the impact of
competitive activities, the Company's expansion plans, restaurant profitability
levels and other risks detailed in the Company's public reports and SEC filings.


                                      (13)
<PAGE>

                MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES

Part II  -  Other Information

Item 1.  Legal Proceedings

     The Company is involved in various legal actions incidental to the normal
conduct of its business. Management does not believe that the ultimate
resolution of these actions will have a material adverse affect on the Company's
consolidated financial position, equity, results of operations, liquidity and
capital resources.

Item 4.  Submission of Matters to a Vote of Stockholders

     No matters were submitted to a vote of stockholders during the quarter for
which this report was filed.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits.

         27.00           Financial Data Schedule


     (b) Reports on Form 8-K.

         No reports on Form 8-K were filed during the quarter for which this
report was filed.


                                      (14)
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                              MORTON'S RESTAURANT GROUP, INC.
                              (Registrant)




Date    November 8, 1996      By:    /s/ ALLEN J. BERNSTEIN
       --------------------          ---------------------
                                     Allen J. Bernstein
                                     Chairman of the Board and 
                                     Chief Executive Officer



Date    November 8, 1996      By:    /s/ THOMAS J. BALDWIN
       --------------------          ---------------------
                                     Thomas J. Baldwin
                                     Senior Vice President, 
                                     Finance and Chief Financial Officer


                                      (15)
<PAGE>

                                INDEX TO EXHIBITS

     The following is a list of all exhibits filed as part of this report.

       Exhibit
       Number       Page      Document
       ------       ----      --------
       27.00                  Financial Data Schedule