SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                   FORM 10-K/A

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                      For the Year Ended December 30, 2003

                        Commission File Number: 000-23739

                            STEAKHOUSE PARTNERS, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                94-3248672
    (State of Incorporation)                 (I.R.S. Employer I.D. Number)


              10200 Willow Creek Road, San Diego, California 92131
              (Address of principal executive offices and Zip Code)

                                 (858) 689-2333
              (Registrant's telephone number, including area code)

   SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: NONE.

   SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT: COMMON
                                     STOCK.

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 if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K: |X|

Registrant's revenues for its most recent fiscal year (ended December 30, 2003):
$77,757,815

Aggregate market value of voting stock held by non-affiliates: $4,547,400.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock: 4,500,000 shares of common stock (exclusive of 500,000 shares of
common stock committed, but not issued, for the benefit of certain unsecured
creditors).

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court: |_| YES |X| NO

<PAGE>

    APPLICABLE TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of Securities under a plan
confirmed by a court: |X| YES |_| NO

                                EXPLANATORY NOTE

         The purpose of this Amendment to Steakhouse Partners, Inc.'s Form 10-K
for the year ended December 30, 2003, is to file required PART III information.
We originally expected to incorporate this PART III information from our
definitive Proxy Statement, however our definitive Proxy Statement will not be
filed until September. Accordingly, the following PART III information is filed
to amend and replace the originally filed PART III information in our Form 10-K
for the year ended December 30, 2003, as originally filed on April 28, 2004.

         As required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), new certifications of our principal executive
officer and principal financial officer are being filed as exhibits to this Form
10-K/A and a revised List of Exhibits is included.

         For purposes of this Form 10-K/A, and in accordance with Rule 12b-15
under the Exchange Act, each item of our Annual Report on Form 10-K for the year
ended December 31, 2003, as originally filed on April 28, 2004, that was
affected by this amendment, has been amended and restated in its entirety. No
attempt has been made in this Form 10-K/A to modify or update other disclosures
as presented in our original Form 10-K, except as may be required to reflect
such amendments.



<PAGE>

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding the Company's
directors and executive officers.

<TABLE>
<CAPTION>

NAME                                AGE   POSITION

---------------------------------- ------ ------------------------------------------------------------------
<S>                                <C>
A. Stone Douglass  (1)              57    President and Chief Executive Officer
Joseph L. Wulkowicz                 53    Vice President, Chief Financial Officer and Assistant Secretary
Susan Schulze-Claasen               51    Vice President, General Counsel and Secretary
Edgar Tod Lindner (1)(2)(3)         59    Director
Thomas A. Edler  (2)(3)             61    Director

</TABLE>

(1) Member of the Nominating Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.

The following is a brief summary of the background of the Company's directors
and executive officers.

A. STONE DOUGLASS. Mr. Douglass was appointed as the Company's President and
Chief Executive Officer, effective as of July 20, 2003, pursuant to the terms of
a post-petition debtor-in-possession financing agreement entered into by the
Company and the order of the Bankruptcy Court, entered on August 13, 2003. Mr.
Douglass is an accomplished merchant banker and distressed business management
consultant. Mr. Douglass has over 30 years of experience in finance and managing
public and private companies, including acting as director and/or interim chief
executive officer of companies reorganized in bankruptcy. Mr. Douglass is a
Managing Director of Compass Partners, L.L.C., a merchant bank specializing in
restructuring and bankruptcy reorganization. Mr. Douglass is also Chairman of
Duck's Nest Investments, Inc., a private investment and merchant bank. From July
2002 to May 2003, Mr. Douglass was Chief Operating Officer of ACE Audiovisual,
Inc., a commercial integrator of audiovisual products. From June 2001 to June
2002, Mr. Douglass was President of Inline Orthodontix, an orthodontic
productions distribution company. From October 2000 to August 2001, Mr. Douglass
was President and Chief Executive Officer of VisionAmerica, Inc. (AMEX: VISN),
an optometric physicians practice management company. From August 1998 to May
2001, Mr. Douglass was also President and Chief Executive Officer of Apple
Orthodontix, Inc. (AMEX: AOI), an orthodontic practice management company. Mr.
Douglass also has served as a director of Neocork Technologies, Inc., since
February 2004. Mr. Douglass earned a Bachelor of Science degree in Business
Management from Farleigh Dickinson University in 1970.

JOSEPH L. WULKOWICZ. Mr. Wulkowicz was appointed as the Company's Chief
Financial Officer and Assistant Secretary in December 2003 upon confirmation of
the Plan of Reorganization. Since November 1999, Mr. Wulkowicz has served as
Chief Financial Officer and Assistant Secretary of the Company. Mr. Wulkowicz
served as the Chief Financial Officer of McArthur/HTC International, a leading
importer and marketer of sports and promotional products, from January 1997
through November 1999. Mr. Wulkowicz earned a Masters in Business Administration
in Finance from DePaul University Graduate School of Business in 1976.

SUSAN SCHULZE-CLAASEN. Ms. Schulze-Claasen was appointed as the Company's Vice
President, General Counsel and Secretary upon confirmation of the Plan of
Reorganization. Ms. Schulze-Claasen has served as Vice President-General Counsel
and Assistant Secretary of Paragon Steakhouse Restaurants, Inc. since June 1985.
Ms Schulze-Claasen holds a master's degrees in Business from CLU earned in 1984,
and a Juris Doctorate from Valparaiso University, School of Law in 1979.

EDGAR TOD LINDNER. Mr. Lindner has been a director of the Company since February
1999. Mr. Lindner has been the Director - Private Placements with Jane Capital
Partners since April 2003. Prior to joining Jane Capital Partners, Mr. Lindner
was the managing director of Pentech Capital Markets Group since May 1999. Prior
to joining Pentech Capital Markets Group, Mr. Lindner was a managing director of
Ally Capital Group Inc., an investment-banking firm, from May 1996 to April
1999. Mr. Lindner also served as a director of Neocork Technologies, Inc., from
August 2002 until December 2003. Mr. Lindner received his Bachelor of Science in
Finance and Banking from the University of Oregon in 1966.

<PAGE>


THOMAS A. EDLER. Mr. Edler has been a director of the Company since May 1998.
Mr. Edler has been President and Chief Executive Officer of Pacific Coast
Advisers, Inc. since September 1999. In addition, Mr. Edler served as Senior
Vice President of Capitol Bay Securities, a regional investment-banking firm,
from May 1999 to January 2001. Mr. Edler received his Bachelor of Science degree
from Indiana University in 1966, with subsequent post-graduate studies at the
University of Southern California in 1969. Mr. Edler served as an officer in the
United States Air Force for four years immediately following college.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has an Audit Committee, a Compensation Committee and a
Nominating Committee.

The Audit Committee reviews, acts on and reports to the Board of Directors with
respect to various auditing and accounting matters, including selecting the
Company's independent auditors, the scope of the annual audits, fees to be paid
to the auditors, the performance of the Company's independent auditors and the
Company's accounting practices. Mr. Lindner and Mr. Edler are members of the
Audit Committee and are non-employee directors.

The Compensation Committee reviews and approves the compensation and benefits of
the Company's key executive officers, administers the Company's employee benefit
plans and makes recommendations to the Board of Directors regarding such
matters. Mr. Lindner and Mr. Edler are members of the Compensation Committee.

The Nominating Committee reviews and assesses the composition of the Board of
Directors, assists in identifying potential new candidates for director and
nominates candidates for election to the Board of Directors. The Nominating
Committee currently consists of Mr. Douglass and Mr. Lindner.

AUDIT COMMITTEE FINANCIAL EXPERT

Under new rules of the SEC, companies are required to disclose whether their
audit committees have an "audit committee financial expert" as defined in Item
401(h) of Regulation S-K under the Exchange Act and whether that expert is
"independent" as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the
Exchange Act. The Board of Directors has determined that Mr. Lindner is a
"financial expert" and is also "independent."

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's executive officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of beneficial ownership and changes in beneficial ownership with
the SEC. Regulations promulgated by the SEC require the Company to disclose any
reporting violations with respect to the 2003 fiscal year which came to the
Company's attention based on a review of the applicable filings required by the
SEC to report the status of an officer or director, or the changes in beneficial
ownership as submitted to the Company. Based solely on review of such forms
received by the Company, the Company believes that all required reports for the
2003 fiscal year have been timely filed.

CODE OF ETHICS

The Company has adopted a written Code of Ethics (the "Code of Ethics") that
applies to the Company's President and Chief Executive Officer and Chief
Financial Officer. A copy of the Code of Ethics is available on the Company's
website at www.paragonsteak.com and print copies are available to any
shareholder that requests a copy. Any amendment to the Code of Ethics or any
waiver of the Code of Ethics will be disclosed on the Company's website promptly
following the date of such amendment or waiver.

CODE OF CONDUCT

The Company has adopted a Code of Conduct that applies to all employees,
including all executive officers and senior financial officers and directors.
Print copies of the Company's Code of Conduct are available to any shareholder
that requests a copy. Any amendment to the Code of Conduct or any waiver of the
Code of Conduct will be disclosed promptly following the date of such amendment
or waiver pursuant to a Form 8-K filing with the SEC.



<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

The following table sets forth the total compensation paid or accrued by the
Company, for services rendered during the year ended December 30, 2003, to the
Company's President and Chief Executive Officer, and to two of the other most
highly compensated executive officers whose total cash compensation for the year
ended December 30, 2003 exceeded $100,000 (the "Named Executive Officer").

<TABLE>
<CAPTION>

------------------------------- --------------------------------------------- -------------------------------------- ---------------
                                            ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
------------------------------- --------------------------------------------- -------------------------------------- ---------------
                                                                              RESTRICTED    SECURITIES
                                                               OTHER ANNUAL      STOCK      UNDERLYING      LTIP       ALL OTHER
 NAME AND PRINCIPAL POSITION      YEAR     SALARY    BONUS     COMPENSATION     AWARDS       OPTIONS/      PAYOUTS    COMPENSATION
                                             ($)       ($)         ($)            ($)          SARS          ($)           ($)
                                                                                                (#)
------------------------------- --------- ---------- -------- --------------- ------------ -------------- ---------- ---------------
<S>                              <C>      <C>         <C>      <C>            <C>           <C>           <C>         <C>
A. Stone Douglass (1)             2003     $81,543     --                  --           --             --         --     9,186
    President and Chief
    Executive Officer

------------------------------- --------- ---------- -------- --------------- ------------ -------------- ---------- ---------------
Hiram J. Woo                      2003    $131,534     --                 --            --             --         --     $16,009
    Former Chief Executive        2002    $199,195     --                 --            --             --         --     $27,136
    Officer(2)                    2001    $197,226                  $206,705            --             --         --     $27,444

------------------------------- --------- ---------- -------- --------------- ------------ -------------- ---------- ---------------
Joseph Wulkowicz (3)              2003    $130,007     --                 --            --             --         --      $4,800
    Chief Financial Officer,      2002    $128,316     --                 --            --             --         --      $4,800
    Vice President and            2001    $135,000     --                 --            --             --         --      $4,984
    Assistant Secretary

------------------------------- --------- ---------- -------- --------------- ------------ -------------- ---------- ---------------
 Susan Schulze-Claasen (4)        2003    $125,015     --                 --            --             --         --     $12,000
    Vice President, General       2002    $115,062     --                 --            --             --         --     $12,000
    Counsel and Secretary         2001    $ 90,346     --                 --            --             --         --     $12,462

------------------------------- --------- ---------- -------- --------------- ------------ -------------- ---------- ---------------

</TABLE>

The chart reflects all cash and non-cash compensation in salary and bonus
categories and that there is no other annual compensation as salary or bonus
(including other personal benefits).

(1)  Mr. Douglass commenced serving as President and Chief Executive Officer
     effective as of July 30, 2003.

(2)  On February 14, 2002, the Company's Board of Directors eliminated the Chief
     Executive Officer position. Mr. Hiram J. Woo continued as the Company's
     President until July 29, 2003, and was responsible for its day-to-day
     operations. Mr. Woo also served as the Company's principal financial and
     accounting officer.

(3)  Mr. Wulkowicz commenced serving as Chief financial Officer as of the
     effective date of the Plan of Reorganization, December 31, 2003. The salary
     and other compensation are for prior positions with the Company.
(4)  Ms. Schulze-Claasen commenced serving as General Counsel as of the
     effective date of the Plan of Reorganization, December 31, 2003. The salary
     and other compensation are for prior positions with the Company.


<PAGE>


OPTION GRANTS IN LAST FISCAL YEAR

There were no options granted by the Company to any of the Named Executive
Officers during the year ended December 30, 2003. Furthermore, pursuant to the
Plan of Reorganization, all outstanding options were cancelled upon the
Company's emergence from bankruptcy and no holders of any cancelled options
received distributions under the Plan of Reorganization.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information concerning the exercise of stock
options during the 2003 fiscal year by each of the Named Executive Officers and
the fiscal year-end value of unexercised options. No options were exercised by
any of the Named Executive Officers during this period.

<TABLE>
<CAPTION>
                                             NUMBER OF                               VALUE OF UNEXERCISED
                                       SECURITIES UNDERLYING                         IN-THE-MONEY OPTIONS
                                        UNEXERCISED OPTIONS                        AT DECEMBER 30, 2003 (1)
                                       AT DECEMBER 30, 2003
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Name                            Exercisable          Unexercisable            Exercisable           Unexercisable
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>              <C>                     <C>                    <C>
A. Stone Douglass                   --                     --                     --                     --

--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Hiram J. Woo                        --                     --                     --                     --

--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Joseph Wulkowicz                    --                     --                     --                     --

--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Susan Schulze-Claasen               --                     --                     --                     --

--------------------------- -------------------- ----------------------- ---------------------- ----------------------
</TABLE>


(1)  Based on the December 30, 2003 closing price of $0.00 per share of Common
     Stock as reported on the Over the Counter Bulletin Board. There were no
     in-the-money options.

DIRECTOR COMPENSATION

Directors may be reimbursed for any out-of-pocket expenses they incur in the
performance of their Company responsibilities. Directors receive no other
options or compensation for their service.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

The Company entered into a three-year employment agreement dated as of April 1,
2004 with Mr. Douglass to serve as the Company's President and Chief Executive
Officer. The agreement extends automatically for an additional year at the end
of the initial term and each anniversary thereafter unless 60-day prior notice
of termination is provided by either Mr. Douglass or the Company. The agreement
provides for a minimum annual salary of $200,000, and an annual bonus at the
discretion of the Board of Directors. In the event Mr. Douglass's employment
period is terminated as a result of his death or permanent disability (as
defined in the agreement) or pursuant to a change of control (as defined in the
agreement), Mr. Douglass will be entitled to receive his base salary of $200,000
through the date of termination and for the one-year period following the date
of termination. In the event Mr. Douglass's employment is terminated by the
Company for a reason other than for cause (as defined in the agreement) or a
change of control, Mr. Douglass will be entitled to receive his base salary
through the third anniversary date of his employment agreement. Additionally,
the agreement contains non-compete and non-solicitation provisions which provide
the Mr. Douglass will not compete during the period in which he is either
receiving compensation from the Company, or has been terminated for cause. Mr.
Douglass's employment agreement also provides that during the term of his
employment the Company will nominate, and use its best efforts to elect, Mr.
Douglass to serve as a member of the Company's Board of Directors.

The Company entered into a three-year employment agreement dated as of April 1,
2004 with Mr. Wulkowicz to serve as Vice President - Chief Financial Officer.
The agreement extends automatically for an additional year at the end of the
initial term and each anniversary thereafter unless 60-day prior notice of
termination is provided by either Mr. Wulkowicz or the Company. The agreement
provides for a minimum annual salary of $155,000, and an annual

<PAGE>

bonus at the discretion of the Board of Directors. In the event Mr. Wulkowicz's
employment period is terminated as a result of his death or permanent disability
(as defined in the agreement) or pursuant to a change of control (as defined in
the agreement), Mr. Wulkowicz will be entitled to receive his base salary
through the date of termination and for the period of one-year following the
date of termination. In the event Mr. Wulkowicz's employment is terminated by
the Company for a reason other than for cause (as defined in the agreement) or a
change of control, Mr. Wulkowicz will be entitled to receive the lesser of: (i)
his base salary through the third anniversary date of his employment agreement;
and (ii) his base salary for a period of 12 months after the date of
termination. Additionally, the agreement contains a non-solicitation provision.

The Company entered into a three-year employment agreement dated as of April 1,
2004 with Ms. Schulze-Claasen to serve as Vice President and General Counsel.
The agreement extends automatically for an additional year at the end of the
initial term and each anniversary thereafter unless 60-day prior notice of
termination is provided by either Ms. Schulze-Claasen or the Company. The
agreement provides for a minimum annual salary of $150,000, and an annual bonus
at the discretion of the Board. In the event Ms. Schulze-Claasen's employment
period is terminated as a result of her death or permanent disability (as
defined in the agreement) or pursuant to a change of control (as defined in the
agreement), Ms. Schulze-Claasen will be entitled to receive her base salary
through the date of termination and for the period of one-year following the
date of termination. In the event Ms. Schulze-Claasen's employment is terminated
by the Company for a reason other than for cause (as defined in the agreement)
or a change of control, Ms. Schulze-Claasen will be entitled to receive the
lesser of: (i) her base salary through the third anniversary date of her
employment agreement; and (ii) her base salary for a period of 12 months after
the date of termination. Additionally, the agreement contains a non-solicitation
provision.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors has established a Compensation Committee, which is
responsible for decisions regarding salaries, incentive compensation, stock
options and other matters regarding the Company's executive officers and
employees. During 2003, the Compensation Committee members included Messrs.
Lindner and Edler. During 2003, no member of the Compensation Committee was an
employee of the Company, or any of the Company's subsidiaries. The current
Compensation Committee members include Messrs. Lindner and Edler, neither of
whom is an employee of the Company. None of the Company's executive officers
serve as a member of the compensation committee or board of directors of any
entity that has an executive officer serving as a member of the Compensation
Committee or Board of Directors.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE POLICIES AND PRACTICES

      SCOPE OF THE COMMITTEE'S WORK

      The Compensation Committee of the Board of Directors reviews and approves
the Company's executive compensation philosophy and policies and applies those
policies to the compensation of executive officers. The current members of the
Compensation Committee are Messrs. Lindner and Edler. The Compensation Committee
believes that the compensation programs for the Company's executive officers
should reflect the Company's performance and the value created for the Company's
stockholders. In addition, the Compensation Committee believes that the
compensation programs should support the short-term and long-term strategic
goals and values of the Company and should reward individual contribution to the
Company's success. The Compensation Committee ensures that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the Company's performance with the interests of the Company's
stockholders through the use of competitive and equitable executive compensation
in a balanced and reasonable manner, for both the short and long-term.

      EXECUTIVE COMPENSATION PHILOSOPHY AND POLICIES

      The Company's overall compensation philosophy is to provide a total
compensation package that is competitive and enables the Company to attract,
motivate, reward and retain key executives and other employees who have the
skills and experience necessary to promote the short and long-term financial
performance and growth of the Company.

<PAGE>

      The Compensation Committee recognizes the critical role of its executive
officers in the significant growth and success of the Company to date and its
future prospects. Accordingly, the Company's executive compensation policies are
designed to: (1) align the interests of executive officers and stockholders by
encouraging stock ownership by executive officers and by making a significant
portion of executive compensation dependent upon the Company's financial
performance; (2) provide compensation that will attract and retain talented
professionals; (3) reward individual results through base salary, annual cash
bonuses, long-term incentive compensation in the form of stock options and
various other benefits; and (4) manage compensation based on skill, knowledge,
effort and responsibility needed to perform a particular job successfully.

      In its recommendations on salary, bonuses and long-term incentive
compensation for its executive officers, the Compensation Committee takes into
account both the position and expertise of a particular executive, as well as
the Compensation Committee's understanding of the competitive compensation for
similarly situated executives in the Company's industry and situation.

      EXECUTIVE COMPENSATION

      Base Salary. Salaries for executive officers for the 2003 fiscal year were
generally determined on an individual basis by evaluating each executive's scope
of responsibility, performance, prior experience and salary history, as well as
the salaries for similar positions at comparable companies.

      Bonus. The amount of cash bonuses paid to executives is partially based
upon the financial results of the Company, personal and team objectives and the
recommendations of the Compensation Committee. No bonuses were paid to the
Company's executive officers during the 2003 fiscal year.

      LONG-TERM INCENTIVE AWARDS

      The Compensation Committee believes that equity-based compensation in the
form of stock options links the interests of executives with the long-term
interests of the Company's stockholders and encourages executives to remain in
the Company's employ. The Company grants stock options in accordance with its
stock option plan. Grants are awarded based on a number of factors, including
the individual's level of responsibility, the amount and term of options already
held by the individual, the individual's contributions to the achievement of the
Company's financial and strategic objectives, and industry practices and norms.

      COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

      Mr. Douglass has served as the President since July 30, 2003. The
Compensation Committee considered various matters in determining Mr. Douglass's
compensation, including his general business knowledge and experience,
particularly as its relates to the management of businesses in various stages of
start-up, development and/or restructuring, his knowledge and background of the
Company's operations, the financial condition and financial resources of the
Company, the skills necessary to lead the continuing restructuring of the
Company, the ability to design and implement a long-term strategy as well as a
short-term operating plan, and the time necessary to direct and manage the
Company's business affairs. The Compensation Committee also considered the
Company's general financial condition, short-term outlook and its limited
working capital resources. The Compensation Committee took all of these factors
into account in establishing Mr. Douglass's compensation for the period between
July 30, 2003 and December 30, 2004 at $81,543.

SUBMITTED BY THE COMPENSATION COMMITTEE:

Edgar Tod Lindner
Thomas A. Edler


<PAGE>

<TABLE>
<CAPTION>

                        COMPARISON OF 52 MONTH CUMULATIVE TOTAL RETURN*
                     Amoung Steakhouse Partners Inc., The Russell 2000 Index
                                        and a Peer Group


                                       9/7/99         12/99          12/00         12/01          12/02         12/03
                                      -------       -------        -------       -------        -------       -------
<S>                                  <C>           <C>            <C>           <C>            <C>           <C>
STEAKHOUSE PARTNERS INC.              100.000        88.182         50.000         2.909          0.015         0.001
RUSSELL 2000                          100.000       115.638        112.144       114.932         91.390       134.576
PEER GROUP                            100.000        96.868        120.275       181.201        196.744       241.103

</TABLE>


Notwithstanding anything to the contrary set forth in any of the Company's
previous filings made under the Securities Act or the Exchange Act, that might
incorporate future filings made by the Company under those statutes, the
preceding Stock Performance Graph is not to be incorporated by reference into
any such prior filings, nor will such graph be incorporated by reference into
any future filings made by the Company under those statutes.



<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of July 30, 2004, the beneficial ownership of
Common Stock with respect to: (i) each person who was known by the Company to
own beneficially more than 5% of the outstanding shares of Common Stock; (ii)
each director; (iii) each of the Company's current named executive officers; and
(iv) all directors and executive officers as a group. As of July 30, 2004, the
Company had 4,500,000 shares of Common Stock issued and outstanding (exclusive
of 500,000 shares of Common Stock which have been committed, but not issued, for
the benefit of the class of unsecured creditors pursuant to the Plan), which was
the only class of voting securities authorized or outstanding. Unless otherwise
indicated, the address of each beneficial owner is c/o Steakhouse Partners, Inc.
10200 Willow Creek Road, San Diego, California 92131.

<TABLE>
<CAPTION>

------------------------------------------------------ ------------------------------- ---------------------
NAME AND ADDRESS OF BENEFICIAL                              AMOUNT AND NATURE OF         PERCENT OF
OWNER                                                       BENEFICIAL                   CLASS
                                                            OWNERSHIP
------------------------------------------------------ ------------------------------- ---------------------
<S>                                                        <C>                           <C>
A. Stone Douglass(1)                                        180,036                       3.6%
------------------------------------------------------ ------------------------------- ---------------------
Joseph L. Wulkowicz                                           --                           --
------------------------------------------------------ ------------------------------- ---------------------
Susan Schulze-Claasen                                         --                           --
------------------------------------------------------ ------------------------------- ---------------------
Edgar Tod Lindner                                             --                           --
------------------------------------------------------ ------------------------------- ---------------------
Thomas A. Edler                                               --                           --
------------------------------------------------------ ------------------------------- ---------------------
All executive officers and directors as a group             180,036                       3.6%
(5 persons)
------------------------------------------------------ ------------------------------- ---------------------

Other 5% Stockholders:

------------------------------------------------------ ------------------------------- ---------------------
Steven B. Sands (2)                                         885,000                      17.7%
90 Park Avenue, 39th Floor
New York, NY 10016

Eye of the Round LLC (3)
90 Park Avenue, 39th Floor                                  885,000                      17.7%
New York, NY 10016

George Rich (4)
904 South Broadway                                          899,964                      17.8%
Baltimore, MD 21231

GRI Fund, LP (5)
904 South Broadway                                          899,964                      17.8%
Baltimore, MD 21231

Pablo Garcia Fernandez
90 Park Avenue, 39th Floor                                  400,000                       8.0%
New York, NY 10016

------------------------------------------------------ ------------------------------- ---------------------
</TABLE>

(1)      Excludes 1,325,000 shares of Common Stock committed pursuant to the
         2004 Stock Incentive Plan, as such Plan has not yet bee approved by the
         shareholders of the Company.

(2)      Disclaims beneficial ownership of shares owned by Eye of the Round,
         LLC. Does not include 150,000 shares of common stock issuable upon
         exercise of that certain Common Stock Purchase Warrant, dated December
         30, 2003, issued to Critical Capital Growth Fund, L.P. in connection
         with the Plan of Reorganization, which is exercisable, either in whole
         or in part, after November 1, 2004.

(3)      Does not include 150,000 shares of common stock issuable upon exercise
         of that certain Common Stock Purchase Warrant, dated December 30, 2003,
         issued to Critical Capital Growth Fund, L.P. in connection with the
         Plan of Reorganization, which is exercisable, either in whole or in
         part, prior to November 1, 2004.

<PAGE>

(4)      Includes 359,964 shares beneficially owned by George Rich. George Rich
         is the sole member and manager of Stevenson Partners, LLC, which is the
         1% general partner of GRI Fund, L.P. George Rich disclaims beneficial
         ownership of shares owned by GRI Fund, LP.

(5)      Includes 540,000 shares beneficially owned by GRI Fund, LP. George Rich
         is the sole member and manager of Stevenson Partners, LLC, which is the
         1% general partner of GRI Fund, L.P. GRI Fund, LP disclaims beneficial
         ownership of shares owned by George Rich.


EQUITY COMPENSATION PLAN INFORMATION

The following table gives information as of July 30, 2004 with respect to the
shares of Common Stock that may be issued under the Company's 1997 Nonqualified
Stock Option Plan, 1998 Stock Incentive Plan and Employee Stock Discount
Purchase Plan.


<TABLE>
<CAPTION>
                                                 (A)                       (B)                       (C)

                                         Number of securities
                                          to be issued upon        Weighted-average         Number of securities
                                             exercise of           exercise price of      remaining available for
                                         utstanding options,       utstanding options,     future issuance under
Plan Category                            warrants and rights      owarrants and rights    equity compensation plans
-----------------------------           --------------------      --------------------    --------------------------
<S>                                     <C>                       <C>                     <C>
Equity compensation plans
approved by security holders                              --       $                --                            --

Equity compensation plans not
approved by security holders                              --                        --                            --
                                        --------------------      --------------------    --------------------------
Total                                                     --                        --                            --

</TABLE>

CHANGES IN CONTROL

The Company is unaware of any contract or other arrangement, the operation of
which may at a subsequent date result in a change in control of the Company.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In August 2003, Steakhouse Investors, LLC, a Delaware limited liability company
("Steakhouse Investors") provided the Company with $5,000,000 in debtor in
possession financing (the "DIP Loan"). The DIP Loan was evidenced by a $5
million promissory note payable to the Company (the "Note"). A. Stone Douglass,
the Company's Chairman and chief executive officer, made a $180,000 capital
contribution in, and served as manager of, Steakhouse Investors. GRI Fund, LP,
currently a principal stockholder of the Company, made a $600,000 capital
contribution in Steakhouse Investors. George Rich, the sole member and manager
of Stevenson Partners, LLC, which is the 1% general partner of GRI Fund, L.P.,
made a $400,000 capital contribution in Steakhouse Investors. Eye of the Round,
LLC, currently a principal stockholder of the Company, served as member-manager
of SB Steakhouse Partners, LLC ("SBSP"). SBSP made a $3,850,000 capital
contribution in Steakhouse Investors.

Prior to the Effective Date, Steakhouse Investors made a pro rata in kind
distribution of the Note to its members, including Mr. Douglass, GRI Fund, LP
and SBSP. SBSP, in turn, made a pro rata in kind distribution of its portion of
the Note to its members, including to Eye of the Round, LLC. Upon the Effective
Date, and pursuant to the terms of the Plan, the entire balance of the DIP Loan,
became due and payable in the form of 90%, or 4,500,000 shares, of the Common
Stock of the Company in consideration of the full and complete release of the
Company's obligations under the DIP Loan, other than interest. Accordingly, on
March 22, 2004, the Company issued 4,500,000 shares of Common Stock to the
holders of the Note, including (i) 180,036 shares to Mr. Douglass, (ii) 899,964
shares to GRI Fund, LLP (including 359,064 shares to George Rich individually)
and (iii) 885,000 shares to Eye of the Round, LLC.

<PAGE>

Critical Capital Growth Fund, L.P. ("CCGF") is a private Small Business
Administration licensed equity fund which may be deemed to be an affiliate of
Eye of the Round, LLC. Pursuant to and accordance with the terms and conditions
of the Plan, the Company delivered a $1,535,000 principal amount unsecured
promissory note to CCGF, dated October 19, 2003 (the "CCFG Note"). The CCFG note
is payable in full over a period of six years. Interest only will be paid over
the first three years, and the principal will be paid over the remaining three
years. Additionally, the Company issued to CCFG a Common Stock Purchase Warrant,
dated December 30, 2003, exercisable into 150,000 shares of the Company's Common
Stock at an initial exercise price of $1.111 (the "CCGF Warrant"). The CCGF is
currently exercisable, either in whole or in part, after November 1, 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT AND AUDIT RELATED FEES

Singer Lewak Greenbaum & Goldstein LLP ("SLGG") was the Company's independent
accountant for the fiscal year ended December 30, 2003. Services provided to the
Company by SLGG with respect to the fiscal year ended December 30, 2003
consisted of the audit of the Company's consolidated financial statements and
limited reviews of the Form 10-Q Quarterly Reports for the interim periods
included therein-totaling $102,500. Services provided by SLGG subsequent to
December 30, 2003 consisted of limited reviews of Form 10-Q Quarterly Reports
for the interim periods ended June 29, 2004 (in process) and March 30, 2004
totaling $37,000.

TAX FEES

Singer Lewak Greenbaum & Goldstein LLP ("SLGG") has provided services to the
Company with respect to the preparation of corporate income tax returns or tax
planning matters. Tax fees are $1,500.

ALL OTHER FEES

SLGG did not provide any services with respect to any matters other than those
related to audit and audit-related matters.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee meets periodically to review and approve the scope of the
services to be provided to the Company by its independent accountant, as well to
review and discuss any issues that may arise during an engagement. The Audit
Committee considers various issues with respect to the services to be provided
by its independent accountant, including the complexity of any engagement, its
expected cost, the knowledge and expertise of the independent accountant's
staff, any complex accounting or disclosure issues, new accounting
pronouncements, and the capability of the Company's financial staff.

                                    PART IV.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

EXHIBITS

The following exhibits are filed as part of this Annual Report:



31.1       Certification of principal executive officer pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002.

31.2       Certification of Chief Financial Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002.

32.1       Certification of principal executive officer pursuant to Section 906
           of the Sarbanes-Oxley Act of 2002.

32.2       Certification of Chief Financial Officer pursuant to Section 906 of
           the Sarbanes-Oxley Act of 2002.


<PAGE>


                                   SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated: August 16, 2004

STEAKHOUSE PARTNERS, INC.                       STEAKHOUSE PARTNERS, INC.

 /s/                                         /s/
 ------------------------                    ---------------------------
A. STONE DOUGLASS                            JOSEPH L WULKOWICZ
President, Secretary, Director               Chief Financial Officer,
(Serving as principal executive officer)     Assistant Secretary
                                             (Serving as principal financial and
                                             accounting officer)



In accordance with the requirements of the Exchange Act, this report is signed
below by the following persons on behalf of the Registrant in the capacities and
on the dates indicated.





NAME AND CAPACITY                                                   DATE
------------------                                            ---------------

/s/ A. STONE DOUGLASS                                         August  16, 2004
----------------------
Name A. Stone Douglass
Title: President, Secretary and Director
(Principal Financial and Accounting Officer)

/s/ TOM EDLER                                                 August  16, 2004
----------------------
Name: Tom Edler
Title: Co-Chairman of the Board of Directors

/s/ TOD LINDNER                                               August  16, 2004
----------------------
Name: Tod Lindner
Title: Co-Chairman of the Board of Directors
----------------------