As filed with the Commission on ________________ Registration No. ___________
--------------------------------------------------------------------------------


                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ELEPHANT & CASTLE GROUP INC.
                (Name of Registrant as specified in its charter)

                          Province of British Columbia
            (State or jurisdiction of incorporation or organization)

                         701 W. Georgia Street, Ste. 303
                         P.O. Box 10240 - Pacific Centre
                          Vancouver, BC V7Y 1E7 CANADA
                                 (604) 684-6451

         (Address and  telephone  number of  principal  executive  offices,  and
address of principal place of business or intended principal place of business)

Daniel DeBou                                          With copies to:
Elephant & Castle Group Inc.                          D. David Cohen, Esq.
701 W. Georgia Street, Ste. 303                       Jericho Atrium - Suite 133
P.O. Box 10240 - Pacific Centre                       500 North Broadway
Vancouver, BC V7Y 1E7 CANADA                          Jericho, New York 11753
(604) 684-6451                                        (516) 933-1700

           (Name, address and telephone number of agent for service)

         APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.

         If the only securities  being registered on this form are being offered
in connection  with the  formation of a holding  company and there is compliance
with General Instruction G, check the following box /_/.

                         CALCULATION OF REGISTRATION FEE 

<TABLE>
<CAPTION>

Title of each class of     Amount to be              Proposed maximum         Proposed maximum           Amount of
securities to be           registered                offering price per       aggregate offering         registration fee
registered                                           share                    price
<S>                          <C>                         <C>                    <C>                         <C>
Common stock, no             175,000                     $7.50(a)               $1,312,000                  $397.58
par value                    shares

(a)  Calculated in accordance with Rule 457(c).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                     Cross-Reference Sheet
                                           Between Items in Form S-8 and Prospectus
                                           Pursuant to Item 501(b) of Regulation S-K

Item No.       Form S-8 Caption                                              Heading in Prospectus
--------       ----------------                                              ---------------------
<S>            <C>                                                            <C>
A.  Information Required in the Section 10(a) Prospectus

  1.           Plan Information

               (a)  General Plan Information..................................Plan Information

               (b)  Securities to be Offered..................................The Stock Option Plan

               (c)  Employees who may Participate in Plan.....................The Stock Option Plan

               (d)  Purchase and Payment of Securities Pursuant to the Plan...The Stock Option Plan

               (e)  Resale Restrictions.......................................Resale of the Shares; Selling Shareholders

               (f)  Tax Effects of Plan Participation.........................Tax Effects

               (g)  Investment of Funds.......................................Not Applicable
               (h)  Withdrawal from Plan; Assignment of Interest..............Not Applicable
               (i)  Forfeitures and Penalties.................................Not Applicable
               (j)  Charges and Deductions of Liens therefor..................Not Applicable

  2.           Registrant Information........................................ Summary; Business of E&C; Selected Historical
                                                                              Financial Data; Recent Developments; Additional
                                                                              Information

B.  Information Required in the Registration Statement

  3.           Incorporation of Documents
               By Reference...................................................Incorporation by Reference; Additional Information

  4.           Description of Securities......................................Summary

  5.           Interests of Named Experts and
               Counsel........................................................Legal Opinions

  6.           Indemnification of Directors and Officers......................Indemnification

  7.           Exemption from Registration Claimed............................Not Applicable

  8.           Exhibits.......................................................Exhibits

  9.           Undertakings...................................................Undertakings

</TABLE>
<PAGE>
                           INCORPORATION BY REFERENCE 


         Elephant & Castle Group Inc.  ("E&C" or the  "Company")  is sub ject to
the  informational  requirements  of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act") and in accordance therewith files reports and other
information  with the  Securities  and Exchange  Commission  (the  "Commission")
relating to its business,  financial  position,  results of operations and other
matters.  Such reports and other  information can be inspected and copied at the
Public  Reference  Section  maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W.,  Washington,  D.C. 20549 and its Regional Offices located at
The Citicorp  Center,  500 West Madison Street,  Chicago,  Illinois 60661, and 7
World  Trade  Center,  15th  Floor,  New York,  New York  10048.  Copies of such
material  also  can  be  obtained  from  the  Public  Reference  Section  of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates.  Elephant & Castle Common Stock is listed on the Pacific  Stock  Exchange
("PSE") and the NASDAQ SmallCap  Market.  Such material can also be inspected at
the offices of PSE and  NASDAQ.  The  offices of such  exchange  and NASDAQ are,
respectively:  The Pacific Stock Exchange,  115 Sansome Street,  Suite 1104, San
Francisco,  California 94104 and the NASDAQ Stock Market,  1735 K Street,  N.W.,
Washington, D.C. 20006.

         The Company has filed with the Commission a  registration  statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended (the "Securities  Act") with respect to the Common Stock offered hereby.
This  Prospectus  does  not  contain  all  the  information  set  forth  in  the
Registration  Statement,  certain parts of which are omitted in accordance  with
the  rules  and  regulations  of  the  Commission.  Reference  is  made  to  the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect to  Elephant & Castle  and the Common  Stock  offered
hereby.

         No  person  is  authorized  to give  any  information  or to  make  any
representation  not  contained in this  Prospectus  and, if given or made,  such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized  by the  Company  or any  other  person.  This  Prospectus  does  not
constitute an offer to sell or a solicitation  of an offer to buy any securities
in any  jurisdiction  to any  person  to whom it is not  lawful to make any such
offer  or  solicitation  in such  jurisdiction.  Neither  the  delivery  of this
Prospectus nor any  distribution  of the securities  made under this  Prospectus
shall,  under any  circumstances,  create an implication  that there has been no
change in the affairs of the Company since the date of this Prospectus. However,
if any material change occurs during the period that this Prospectus is required
to be delivered,  this Prospectus  will be amended or supplemented  accordingly.
All information regarding E&C in this Prospectus has been supplied by E&C.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act whether before or after the date
of this  Prospectus  shall be deemed to be  incorporated  by  reference  in this
Prospectus and to be a part hereof from the dates of filing of such documents or
reports.  Any  statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.
<PAGE>
         This  Prospectus  incorporates  documents  by  reference  which are not
presented herein or delivered  herewith.  Such documents (other than exhibits to
such documents unless such exhibits are specifically  incorporated by reference)
are available without charge, to any person,  including any beneficial owner, to
whom this  Prospectus is delivered,  on written or oral request,  in the case of
documents  relating to Elephant & Castle Group Inc.,  701 West  Georgia  Street,
Suite 303,  P.O.  Box 10240,  Pacific  Centre,  Vancouver,  B.C.  V7Y 1E7 CANADA
(telephone number (604) 684-6451, Attn: Daniel DeBou, Chief Financial Officer.
<PAGE>

                       Prospectus dated February 13, 1997
                                   -----------

                          ELEPHANT & CASTLE GROUP INC.

                                   PROSPECTUS
                                   -----------

               This  Prospectus  relates to certain  Common Shares of Elephant &
Castle Group Inc. (the  "Company")  issuable by the Company  pursuant to options
held by certain key  employees  pursuant to the Company's  1993  Employee  Stock
Option Plan (the "Plan"), and pursuant to two separate warrants (the "Warrants")
to  purchase  the  Company's  Common  Shares (the  "Shares")  held by two former
advisors to the  Company,  and to the reoffer or resale of such Shares from time
to time.  Pursuant to the Plan,  options have been issued to selected  employees
from time to time since  April of 1993 and  additional  options may be issued in
the future to such persons.  The options are  exercisable at various prices from
U.S. $4.75 to U.S.  $7.75 per Share.  The Warrants were issued in August of 1994
and in November  of 1995,  and are  exercisable  at U.S.  $5.75 and U.S.  $6.00,
respectively.  A portion of the options, and all of the Warrants,  are currently
exercisable.

                                   -----------



               On February 11, 1997 the reported  closing sales price of a share
of E&C  Common  Stock on the  NASDAQ  Small Cap  Market  was  $7.50  per  share.
Investors are urged to obtain current price  information for E&C Common Stock in
connection with their consideration of the transactions contemplated thereby.


                                   -----------


               THE SECURITIES TO BE ISSUED  PURSUANT TO THIS PROSPECTUS HAVE NOT
BEEN APPROVED OR DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION OR ANY
STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                The date of this Prospectus is February 13, 1997. 
<PAGE>

                                     SUMMARY

General

               This Prospectus relates to the offer, and prospective re-offer of
certain  securities  of  Elephant  &  Castle  Group  Inc.,  a  British  Columbia
corporation ("E&C" or the "Company").

               The Company.  The Company is a publicly owned company, the Common
Stock of which is traded on NASDAQ - Small Cap Market  (PUBSF)  and the  Pacific
Stock  Exchange  (PUB).   The  Company  operates  a  chain  of  16  full-service
English-style  dining  restaurants  and pubs, 13 of which are located in Canada,
one in the Bellingham, Washington and one in Philadelphia,  Pennsylvania and one
in San Diego,  California.  The Canadian restaurants are operated under the name
"The Elephant & Castle Pub & Restaurant" and are located in major shopping malls
and office  complexes from  Victoria,  B.C. to Ottawa,  Ontario.  The Bellingham
restaurant  is also  operated  under  the name  "The  Elephant  &  Castle  Pub &
Restaurant"   and  is  located  in  a  large   suburban  mall  near  the  United
States/Canadian  border. The Philadelphia Elephant & Castle,  Winnipeg,  Canada,
and San Diego, California restaurants are located within Holiday Inn hotels.

         In addition to the 16 traditional style Elephant & Castle  restaurants,
the Company  recently  developed a  newly-owned  New York style deli  restaurant
known as  "Rosie's  on  Robson"  at the  Rosedale  Hotel in  Vancouver,  British
Columbia  and a  "University"  restaurant:  "Elephant  on Campus" at the British
Columbia  Institute of Technology in Vancouver,  and has licensed an E&C Express
restaurant at the Vancouver  International  Airport. The Company also owns a one
unit "red meat"  restaurant  under the name  "Alamo  Grill." The  restaurant  is
located at the Mall of America, Bloomington, Minnesota.

         E&C was  incorporated  in British  Columbia on December 14, 1992,  as a
holding   corporation  for  its   theretofore   existing   separate   restaurant
corporations,  which had been owned and  operated  by the  founders of E&C for a
number of years. E&C's executive offices are located at 701 West Georgia Street,
Suite 303-701, Vancouver B.C., Canada V7Y 1E7; its
telephone number is (604) 684-6451.

         The  Offering.  This  Prospectus  relates to the  issuance of up to One
Hundred Seventy-Five Thousand (175,000) Common Shares, no par value (the "Common
Shares") of Elephant & Castle Group Inc. (the "Company").

         Up to  100,000  shares  being  registered  will be  issued,  if issued,
pursuant to the Company's 1993 Employee  Stock Option Plan (the "Plan"),  and up
to 75,000 of the shares will be issued, if issued, pursuant to two Warrants, one
relating to 50,000 Common Shares and the other relating to 25,000 Common Shares.

         The  Warrants  were  issued  in August  of 1994 and  November  of 1995,
respectively,  to two  consultants  to the  Company.  The  consultants  are  not
officers,  directors,  shareholders or affiliates of the Company, and previously
rendered  financial  consulting  services  to the  Company.  Neither  consultant
rendered  services  in  connection  with the  offer or sale of  securities  in a
capital raising transaction.

         The Shares are voting  securities  of the  Company.  The Company has no
other  class of  securities  outstanding.  The Shares do not  currently  carry a
dividend, and management does not contemplate paying a dividend on Common Shares
at any time in the foreseeable future.
<PAGE>
                                PLAN INFORMATION 
The Stock Option Plan

         The Stock  Option Plan was adopted on April 1, 1993 (the  "Plan").  The
Plan is intended to provide additional incentive to certain key employees of the
Company by encouraging such employees to acquire shares of the Company.  100,000
of the Company's  Common Stock were reserved for issuance  pursuant to the Plan.
As  of  a  current  date,  options  relating  to  89,500  shares  are  currently
outstanding,  and are  exercisable  at various price ranging from  U.S.$4.75 per
Share to U.S.$7.50 per Share.  Approximately 62,000 Options are currently vested
and exercisable.

         All  employees of the Company are eligible for options  pursuant to the
Plan with the  exception of Messrs.  Jeffrey  Barnett,  Peter Barnett and George
Pitman, each of whom is a founder,  principal  shareholder,  and director of the
Company.

         All Options have a fixed term, established by the Board of Directors or
the  Compensation  Committee of the  Company.  The fixed term as to all existing
options is five (5) years.  The maximum term with  respect to any future  option
grant is five (5) years  after the date on which the  Option is granted or April
1, 2003, whichever is earlier.

         Under the Plan, any Option is exercisable  only in installments or upon
such other terms fixed by the Board of Directors or the  Compensation  Committee
of the Board. No member of the Compensation  Committee is eligible for the grant
of Options  pursuant to the Plan.  All options  granted to key employees to date
have  provided for vesting as to 1/3 of the Option  Shares after  eighteen  (18)
months,  1/3 of the Option  Shares after thirty (30) months and the final 1/3 of
the Option Shares after Forty-Two (42) months.

         Options may be granted by the Board of Directors in its discretion from
time  to  time.   Options  are  neither  assignable  nor  transferable  and  are
exercisable  by the optionee only during his lifetime.  However,  if an optionee
dies or becomes  permanently  disabled while employed by the Company and holding
an option which is exercisable on the date of death or permanent disability, the
optionee's  legal heirs or personal  representatives  may  exercise  such option
within one (1) year after the date of death or  termination of employment due to
permanent disability.

         All Options, when granted, are exercisable at the fair market value for
such shares at the date of grant.  The shares are purchased and paid for in full
only when the Options are exercised.  "Fair market value" as defined by the Plan
means the mean between the highest and lowest quoted  selling price of the stock
on the date of grant.

Resale of the Shares.

         The Plan  currently  provides  that all shares  issued  pursuant to the
exercise of options under the Plan shall bear a restrictive legend and shall not
be re-transferred except in the absence of an effective  Registration  Statement
under the  Securities  Act of 1933, as amended (the "Act") or an exemption  from
registration.  The registration  provided for herein is intended to satisfy said
requirement,  permitting  resale by persons who are not  officers,  directors or
affiliates of the Company.
<PAGE>
Tax Effects.

         Under the  provisions  of the  United  States  Internal  Revenue  Code,
Optionees do not realize  income upon the grant of any Option priced at or above
fair market value, or upon the exercise of any such Options.

         An  optionee  who sells the Option  Shares will  realize  income to the
extent that the selling price exceeds the Option  Exercise  Price.  Shares sales
made within one year of exercise of an Option will result in ordinary  income to
the  Optionee,  and sales made after the shares are held more than one year will
result in capital gains.

         In Canada,  in general,  when a Canadian  based  employee  exercises an
option to acquire shares, the employee will be deemed to realize income equal to
the fair  market  value of the  shares at the time of  exercise  less the option
exercise  price and any amount paid to acquire  the option.  This income will be
taxed in the same (more  favorable)  basis as a capital gain, as long as certain
conditions  are met.  Essentially  those  conditions  are that a) the shares are
normal common shares for which there is no reasonable  expectation  they will be
redeemed or canceled within two years and no dividend  entitlement is limited or
guaranteed;  b) the  taxpayer  was dealing at arms  length with the  corporation
(e.g. is not part of a control  group);  and c) the option exercise price is not
less  than the  fair  market  value of the  shares  at the time the  option  was
granted.

         After the option is exercised,  a subsequent  sale of the shares by the
employee  will be treated  for tax  purposes  in the same  manner as any sale of
shares.  For most employees,  this will be a taxable capital gain,  although for
any employees who are traders in a sufficient  volume of shares the gain or loss
would be on account of income.

         All  employees are cautioned to retain their own qualified tax advisors
with respect to any tax consequences impacting upon such persons individually.

Selling Shareholders.

         An aggregate of up to 175,000 Shares of Common Stock may be offered for
resale  by   Optionees   and  Warrant   Holders   (collectively,   the  "Selling
Shareholders")  from  time to time.  The  Shares  offered  for  sale  constitute
approximately  6% of all  shares  of the  Company's  outstanding  Common  Stock,
without  giving  effect to the  possible  exercise  of  outstanding  warrants or
options not covered by or otherwise referred to in this Prospectus.
<PAGE>
         The  following  table sets forth  certain  information  with respect to
persons for whom the Company is registering  Shares for resale to the public. In
addition to the persons  named below,  other  persons,  each of whom may acquire
less than 1,000 Shares upon  exercise of Options,  may also  reoffer  Shares for
sale to the public.  The table reflects the num bers of Shares acquirable by the
Selling  Shareholders  under their respective  Options or Warrants.  None of the
Selling  Shareholders  otherwise  owns any Common  Stock,  except as noted.  The
Company will not receive any proceeds  from the resale of the Shares.  Except as
noted,  all Selling  Shareholders  are  employees,  but not executive  officers,
directors or affiliates of the Company.
<TABLE>
<CAPTION>
                                                       Shares Acquirable          
                                                       Under Options and             Maximum to be
                                                           Warrants                  Resold to the
Selling Shareholder                               Amount              Percent(1)          Public
-------------------                               ------              ----------          ------
<S>                                               <C>                   <C>               <C>
Bell, Angel                                        1,000                  *                1,000
Crawford, Greg                                     1,000                  *                1,000
DeBou, Daniel, Chief Financial                    13,000                  *               13,000
Officer of the Company1
Florsham, Tony                                     3,000                  *                3,000
Floody, Richard                                    1,000                  *                1,000
Holmes, Duncan                                     1,000                  *                1,000
Josie, Gordon1                                     1,000                  *                1,000
Leinhardt, John                                    1,000                  *                1,000
Lowrie, Wendy                                      7,700                  *                7,700
Massoud, Serry                                     1,000                  *                1,000
Oatman, Jack1                                      3,000                  *                3,000
Ormandy, William                                   1,000                  *                1,000
Palmer, Malcolm                                    3,000                  *                3,000
Petrishen, Dave                                    2,000                  *                2,000
Rubert, Shawn                                      2,000                  *                2,000
Sanderson, Martin                                  2,000                  *                2,000
Smolek, Karel                                      1,000                  *                1,000
Securities Trading Services, Inc.                 25,000                  *               25,000
Tilbury, Paul, Vice President1                    13,000                  *               13,000
Tilbury, Richard                                   1,000                  *                1,000
Thomas, Donna                                      1,000                  *                1,000
Usher, Larry                                       1,000                  *                1,000
Weckstein, Donald                                 50,000                1.8               50,000
Wong, Francis                                      1,000                  *                1,000
Woods, Victor                                      3,000                  *                3,000

          *        Less than one (1%) percent.

         (1) Each of the  persons  noted  owns a limited  number of E&C  Shares,
other than the Shares acquireable through the exercise as follows:  DeBou (200);
Massoud(6,000);  Oatman  (3,500);  and Tilbury  (9,000).  Such Shares are owned,
registered and publicly tradeable outside of this Registration Statement.
</TABLE>
<PAGE>
                                 BUSINESS OF E&C

Introduction

         E&C  operates  a  chain  of  16   full-service   English-style   dining
restaurants  and pubs,  13 of which are  located in Canada,  one in the State of
Washington, one in Philadelphia,  Pennsylvania and one in San Diego, California.
The Canadian  restaurants are operated under the name "The Elephant & Castle Pub
& Restaurant" and are located in major shopping malls and office  complexes from
Victoria,  B.C. to Ottawa,  Ontario. The Philadelphia,  Winnipeg,  and San Diego
restaurants are based inside of Holiday Inn hotel operations.  In addition,  E&C
currently operates a "Rosie's" deli-style  restaurant at the  Rosedale-on-Robson
Hotel in  Vancouver,  B.C.,  Canada and an English  style  "Elephant  on Campus"
restaurant at the British Columbia Institute of Technology.

         In the opinion of  management,  the Company is in the early stages of a
major   expansion/refocusing  of  its  restaurant  operations.   The  expansion/
refocusing  contemplates that the Company will ultimately  operate a majority of
its  restaurants at (i) major hotel  locations;  (ii) in the United States;  and
(iii) with one or more alternative  menu formats,  not limited to the Elephant &
Castle English-pubs concept.

         The  expansion/refocusing  also includes alternative venues (sites) for
the Company's  restaurant  facilities.  To that end, in 1995, the Company opened
its first on-campus "University" restaurant, and arranged for the licensing of a
restaurant at the new international terminal at Vancouver International Airport.
On October 9, 1996,  the  Company  acquired  all of the  capital  stock of Alamo
Grill,  Inc.   ("Alamo"),   theretofore  a  wholly-owned   subsidiary  of  Alamo
Restaurants,  Inc. ("ARI").  The Company paid 147,059 shares of Common Stock for
the business of Alamo,  plus the assumption of certain debts of ARI  aggregating
approximately U.S.  $536,000.  Alamo is a one-unit "red meat" restaurant located
in the Mall of American,  Minneapolis,  Minnesota. Further, on December 5, 1996,
E&C announced that it had entered into a Letter of Intent to forma joint venture
with Rainforest  Cafe, Inc.  ("RFC")  (RAIN-NASDAQ  National  Market) to develop
Rainforest Cafes throughout Canada. See "Business - Recent Developments."

         During 1995,  the Company  arranged  for an  investment  of  $4,000,000
(U.S.),  of which $1,000,000 has been invested as equity,  and $3,000,000 by way
of Subordinated  Convertible Notes, by a major United States-based pension money
manager,  GEIPPP, II, with an anticipated  placement of an additional $6,000,000
of such Notes in future periods.  The completion of this financing  enhanced the
Company's  ability to achieve the expan  sion/refocusing.  There is no assurance
that the  balance of the Note  financing  will be  available  to the  Company in
future periods.

         During 1995, and 1996, the Company also experienced  financial  losses.
In 1995,  such losses  resulted in part from the  termination of two Shilo Hotel
properties,  in Yuma,  Arizona  and Pomona,  California,  which  properties  had
previously  been occupied by Elephant & Castle under  arrangements  which turned
out to be unsuitable and unprofitable;  the close-down of a Toronto, Canada mall
location  which  could  not  be  renewed  on  acceptable  terms;  and  generally
unfavorable business conditions which prevailed in Canada,  particularly Eastern
Canada,  due, in part,  to the  economic  uncertainty  related to the  political
crisis  concerning  the  separation  of Quebec.  The Company  has also  incurred
substantially  increased  general  and  administrative  costs  relating  to  its
expansion  plans,  and in 1995,  to a decision  not to build a  restaurant  at a
particular  hotel site in San  Francisco,  after the  investment of  significant
management time and funds.
<PAGE>
Principal Operations

         Elephant  &  Castle  (Traditional  Format).  At the  Elephant  & Castle
restaurants,   the  Company  seeks  to  distinguish   itself  from   competitive
restaurants by its distinctive British style and Tudor decor, and by featuring a
wide variety of menu items including a large number of English-style dishes. The
Company's  restaurants  offer  a broad  menu  at  popular  prices.  The  menu is
regularly  updated to keep up with  current  trends in  customers'  tastes.  The
average check per customer, including beverage, was approximately CDN $14 during
1995.  Although all of the Company's  restaurants  provide full liquor  service,
alcoholic beverages are primarily served to complement meals. Sales of alcoholic
beverages accounted for approximately 40% of restaurant sales during 1995.

         The Company's  restaurants  average  approximately 5,500 square feet in
size, with a typical seating  capacity of 225. The restaurants are open 7 days a
week for lunch,  dinner and  late-night  dining.  Due to their location at major
downtown  and  suburban  malls  and  office  complexes,  the  Elephant  & Castle
restaurants  cater to a  consistently  high  traffic  flow of both  shoppers and
office workers.  More than 34,000 customers a week are currently serviced at the
Elephant & Castle chain.  Repeat clientele make up a significant  portion of the
Company's restaurants' patrons.

         Hotel  Restaurants.  During  late  1993  and 1994  the  Company  signed
agreements with Holiday Inn for the renovation and  redevelopment of restaurants
at  Holiday  Inn  hotels  in  Winnipeg,   Manitoba,   Canada  and  Philadelphia,
Pennsylvania  in the United  States.  The  Winnipeg  Crowne  Plaza  Holiday  Inn
Elephant & Castle  restaurant was opened on May 18, 1994,  and the  Philadelphia
Holiday Inn unit was opened on February 28, 1995.  Both Holiday Inn  restaurants
have thus far produced revenues and  store-operating  profits.  In July of 1996,
the Company opened an additional  hotel  restaurant at a Holiday Inn site in San
Diego,  California,   and  is  considering  building  a  substantial  number  of
additional restaurant units at Holiday Inns and other similar first-class hotels
over the next five years.

         In the opinion of management,  the three critical  ingredients  for the
strategy for expansion at major hotel sites are:

         (1)      the control of occupancy costs;

         (2)      the capacity to work synergistically with a hotel management
                  seeking to divorce itself from direct involvement in food and
                  beverage operations; and

         (3)      Company control of the menu, kitchen and restaurant amenities.

         The Company is currently  engaged in continuing  discussions with hotel
operators concerning additional locations.

         In December of 1994,  the Company  entered  into an  agreement  with an
international  developer, the Chevalier Group of Hong Kong, to build a 200-seat,
5,000-square-foot   restaurant   in  the   developer's   $40,000,000   280  room
Rosedale-on-Robson    all-suites   hotel.   The   hotel   was   completed,   and
Rosie's-on-Robson  opened  for  operations  in  August  of 1995.  The  Company's
arrangements  with the  Chevalier  Group are similar to those at the Holiday Inn
locations,  current and  planned.  The Company  provides all of the hotel's room
services, off-premise catering, and branded specialty products.
<PAGE>
         The  Company's  restaurant  at  the  Rosedale  Hotel  is  significantly
different from the  traditional  Elephant & Castle format.  Management  operates
"Rosie's" as a New  York-style  deli and bar.  "Rosie's"  enables the Company to
have a second "branded"  concept  restaurant to provide to those hotel operators
in locations or with space requirements which may be unsuitable for the Elephant
& Castle traditional menu and decor.

         The  Company's  limited  experience  with  "Rosie's"  to date  has been
favorable.  With  "Rosie's",  the Company was  committed to starting from fresh,
with its own interior  design and menu,  under the direction of an  experienced,
locally managed staff.

         Previously,  commencing in late 1992, the Company obtained the right to
operate  all of the food  and  beverage  services  at the  Shilo  Hotel & Resort
complex in Yuma,  Arizona.  In addition,  on July 1, 1993, the Company added the
food and beverage operations at a second Shilo Hotel in Pomona,  California. The
style  and menu at the  Shilo  Hotels  was  significantly  different  from  that
followed  at the  traditional  Elephant  &  Castle  restaurants.  The  Company's
experience at the Shilo Hotels and with the  management  thereof was  decisively
negative,  resulting in termination and closing of those restaurants during 1995
and litigation which is continuing.

         In its broadest terms, the Company's  strategy for growth in the hotel,
food and  beverage  industry is as follows:  Locations  primarily at hotel sites
will be identified in select markets. The Company has identified four geographic
pockets of  potential  growth for all  corporate  brands.  The  intention  is to
cluster  restaurants in select locations within the chosen  geographic  regions.
Key points  for  consideration  would  include a high  level of  occupancy  at a
prospective  hotel;  a hotel  which is part of a chain  large and  sophisticated
enough  to join in  combined  marketing  activities;  potential  unique  traffic
generators; and the potential for non-seasonal activity.

Recent Developments

         On October 9, 1996,  the Company  acquired all of the capital  stock of
Alamo Grill,  Inc.  ("Alamo"),  theretofore a  wholly-owned  subsidiary of Alamo
Restaurants,  Inc. ("ARI").  The Company paid 147,059 shares of Common Stock for
the business of Alamo,  plus the assumption of certain debts of ARI  aggregating
approximately U.S. $536,000.

         Alamo  is a  one-unit  "red  meat"  restaurant  located  in the Mall of
America, Minneapolis, Minnesota. E&C announced that it had acquired the unit for
potentially profitable  continuation of the restaurant operations located at the
Mall of  America,  and for the use of the  site as a  test-market  facility  for
development  of a "red  meat"  concept  in the  expansion  of  its  hotel  based
properties.  E&C does not  intend to create a chain of  "Alamo"  restaurants  or
Alamo-type  restaurants  at  malls  or free  standing  locations.  E&C has  been
approached with respect to the possibility of a profitable resale of the Mall of
America  unit,  but no  action  has been  taken  to date  with  respect  to that
proposal.

         On December 5, 1996, E&C announced that it had entered into a Letter of
Intent to form a joint venture with Rainforest Cafe, Inc.  ("RFC")  (RAIN-NASDAQ
National Market) to develop  Rainforest Cafes throughout  Canada.  The Letter of
Intent is  subject  to formal  documentation  which  has not been  completed  or
consummated to date.  The announced  arrangement  anticipates  that the Canadian
<PAGE>
venture will  develop a minimum of five  Rainforest  Cafes,  the initial unit of
which will be open within twelve months of completing the definitive  agreement.
Under  the  terms of the  Letter  of  Intent,  E&C will  pay an  initial  fee of
U.S.$500,000  to RFC and will  grant RFC a five year  option to  purchase  up to
600,000  shares of E&C Common  Stock at  U.S.$8.00  per Share.  It is  currently
anticipated  that the  documentation  implementing  the Letter of Intent will be
formalized by on or before the end of February, 1997.
<PAGE>
               SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF
                          ELEPHANT & CASTLE GROUP INC.

         The following selected financial information of Elephant & Castle Group
Inc.  for each of the years  ended  December  31,  1995,  1994 and 1993 has been
derived  from  Elephant  & Castle  Group  Inc.'s  audited  financial  statements
contained  in its Annual  Reports on Form 10-KSB for the years then ended and is
qualified in its entirety by such documents.  The selected  unaudited  financial
information of Elephant & Castle Group Inc., as of and for the nine months ended
September 30, 1996, includes all adjustments,  deemed to be necessary for a fair
presentation  of such  information  for the period  then  ended.  The  operating
results  for the nine  months  ended  September  30,  1996  are not  necessarily
indicative of results for the full year. The Company has publicly  announced its
expectation  that it will  incur a loss for the full year  ending  December  31,
1996.  This  information   should  be  read  in  conjunction  with  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
                                                       Update to Nine Months
                                                   ELEPHANT & CASTLE GROUP INC.
                                          SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
                                                        (Canadian Dollars)

                                                                Nine  months
                                                               ended Sept. 30                Fiscal Year Ended December 31,
                                                               --------------                ------------------------------
                                                                     1996              1995              1994             1993
                                                                     ----              ----              ----             ----
                                                                  (Unaudited)
<S>                                                             <C>               <C>               <C>              <C>
Sales......................................................     $ 20,539,983      $ 25,764,339      $ 25,414,275     $ 22,445,883
Net Income (Loss), before Other Item ......................         (924,626)         (681,955)          213,166          163,789
Net Income (Loss), including Other Item ...................         (924,626)       (1,581,955)          213,166          163,789
Net Income (Loss) per Share, before
  Other Item ..............................................            (0.35)            (0.27)             0.09             0.09
Net Income (Loss) per Share, including
  Other Item ..............................................            (0.35)            (0.63)             0.09             0.09
Total Assets ..............................................     $ 14,934,124        15,888,100        10,328,981       10,005,206
Shareholders' Equity ......................................        6,162,512         7,087,138         7,345,905        7,307,236
Average Shares Outstanding ................................        2,643,808         2,502,759         2,440,583        1,865,000
</TABLE>
<PAGE>
                                 LEGAL OPINIONS

         The validity of the  securities  offered hereby will be passed upon for
the Company by D. David Cohen,  Esq., 500 No. Broadway,  Suite 133, Jericho,  NY
11753 who has acted as special  counsel to the Company in  connection  with this
Offering. Mr. Cohen is the owner of 74,500 shares of the Company's Common Stock,
and in connection  with the purchase of 59,500 shares is indebted to the Company
to the extent of $300,000 plus interest accrued thereon. Such loan is secured by
securities other than securities of the Company.



                                     EXPERTS


         The financial statements and schedules of the Company,  incorporated by
reference in the Registration  Statement of which this Prospectus is a part have
been audited by Pannell Kerr  Forster,  chartered  accountants,  for the periods
indicated in their report thereon.  Such financial statements and schedules have
been  incorporated  in  reliance  upon the  report of such firm given upon their
authority as experts in accounting and auditing.



                             ADDITIONAL INFORMATION 


         For   additional   information   concerning   the  Company,   financial
statements,  its operations,  properties,  facilities,  employees,  competitors,
management,  executive compensation, legal proceedings, market for the Company's
Common Stock,  security  ownership of directors  executive  officers and certain
beneficial  holders,  this  prospectus will be accompanied by the Company's Form
10-KSB for the fiscal year ended  December  31,  1995,  latest Form 10-Q and the
Company's  proxy  statement in connection  with the election of directors at its
1996 Annual Meeting of Shareholders.
<PAGE>
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers

         Article 21.1 of the Company's  Articles of Association  provides,  with
respect to the indemnification of directors and officers, that the Company shall
indemnify,  subject to the [Company Act], any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
proceeding,  whether or not brought by the Company or by a corporation  or other
legal entity or enterprise and whether  civil,  criminal or  administrative,  by
reason of the fact that such person is or was a director, manager, or officer of
the Company,  against all costs, charges and expenses,  including legal fees and
any amount paid to settle the action or  proceeding  or satisfy a  judgment,  if
such person acted  honestly and in good faith with a view to the best  interests
of the Company,  if such person  exercised  the care,  diligence  and skill of a
reasonably  prudent person,  and, with respect to any criminal or administrative
action or proceeding,  such person had reasonable grounds for believing that his
or her conduct was lawful.  The  provisions  of Article  21.1 are deemed to be a
term of every contract of employment or office of every director,  manager,  and
officer of the Company.

         Article 21.2 of the Company's  Articles of  Association  provides that,
subject to the Company Act, the Company may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or  proceeding,  whether or not brought by the Company or by a
corporation or other legal entity or enterprise  and whether civil,  criminal or
administrative,  by reason of the fact that he is or was an employee or agent of
the Company or is or was serving in any other  capacity on behalf of the Company
at its request including,  but without limiting the generality of the foregoing,
serving at the request of the Company as a director,  manager, officer, employee
or agent of another corporation,  a partnership,  joint venture,  trust or other
enterprise,  against all costs,  charges and expenses,  including legal fees and
any amount paid to settle the action or proceeding or satisfy a judgment,  if he
acted  honestly  and in good  faith  with a view to the  best  interests  of the
Company or other  corporation  or other legal entity or enterprise as aforesaid,
and, with respect to any criminal or administrative action or proceeding,  if he
had reasonable grounds for believing that his conduct was lawful. The provisions
of Article  21.2 shall not be part of any  contract  or  agreement  between  any
aforesaid  person and the Company  unless  expressly made so by the terms of the
contract or agreement with the Company.

         Article 21.4 provides that the Company may indemnify any person,  other
than a director, in respect of any losses, damages, costs or expenses whatsoever
incurred by him while  acting as an officer,  employee or agent for the Company,
unless such  losses,  damages,  costs or expenses  shall arise out of failure to
comply with instructions, willful act or default or fraud by such person, and in
any of  such  events  the  Company  shall  only  indemnify  such  person  if the
directors,  in their  absolute  discretion,  so decide.  The  provisions of this
Article  21.4  shall  not be part  of any  contract  or  agreement  between  any
aforesaid  person and the Company  unless  expressly made so by the terms of the
contract or agreement with the Company.
<PAGE>
         Article 21.6  provides that the Company may give  indemnities,  on such
terms  and  conditions  as it  deems  appropriate,  to  any  director,  officer,
employee,  agent or other person who has undertaken or is about to undertake any
liability  on behalf of the  Company or any  corporation  controlled  by it. The
provisions  of  Article  21.6  shall not be part of any  contract  or  agreement
between any aforesaid  person and the Company  unless  expressly  made so by the
terms of the contract or agreement with the Company.

         Article  21.7  provides  that,  subject  to the  Company  Act and other
applicable laws and statutes,  no director,  officer,  employee or agent for the
time being of the Company  shall be liable for the acts,  receipts,  neglects or
defaults of any other director, officer, employee or agent or for joining in any
receipt or act for conformity,  or for any loss,  damage or expense happening to
the Company  through the  insufficiency  or  deficiency of title to any property
acquired by order of the Board,  or for the  insufficiency  or deficiency of any
security in or upon which any of the moneys of or belonging to the Company shall
be invested or for any loss or damages arising from the bankruptcy,  insolvency,
or tortious act of any person,  firm or corporation  with whom or with which any
moneys,  securities  or  effects  shall be lodged or  deposited  or for any loss
occasioned  by any error of judgment or  oversight  on his part or for any other
loss,  damage or  misfortune  whatever  which may happen in the execution of the
duties of his respective  office or trust or in relation thereto unless the same
shall happen by or through his own willful act or omission, default, negligence,
breach of trust or breach of duty.

Item 21.  Exhibits and Financial Statements Schedules.

                  (a)   Exhibits
<TABLE>
<CAPTION>

Exhibit
Number                            Description of Exhibit
------                            ----------------------
<S>      <C>                                                                    <C>             
2.1      Agreement  Relating  to the  Sale of All of the  Capital  Stock of a
         Subsidiary   Corporation  in  Exchange  for  Capital  Stock  of  the
         Acquiring  Corporation  dated  as of  April  9,  1996  by and  among
         Company, Alamo Restaurants,  Inc. and Alamo Grill, Inc. (included as
         Exhibit A to the Joint Proxy Statement and Prospectus  which forms a
         part of the Registration Statement (the "Proxy Statement")             +

2.2      Form of Proxy to be utilized at the meeting of Shareholders of Alamo
         Restaurants, Inc. to approve the Agreement                             +

3.1      Certificate  of  Incorporation  and  Certificate  of Name  Change of
         Company                                                                *

3.2      Articles of Association of Company                                     *

3.3      Certificate  of  Amalgamation,  dated May 1, 1990,  The Elephant and
         Castle Canada Inc.                                                     *

4.1      Form of certificate evidencing shares of Common Stock                  *

4.2      Form  of  Underwriter's   Warrant   Agreement  between  Company  and
         Underwriter                                                            *
<PAGE>
<CAPTION>
<S>      <C>                                                                    <C>             

4.3      Warrant  Certificate  relating  to 50,000  Share  Warrant  issued to
         Donald Weckstein on August 10, 1994.                                   (y)

4.4      Agreement  relating to 25,000 Share Warrant  issued to Swiss Trading
         Ltd. in November of 1995                                               (y)

10.1     Bank Loan Agreement, dated September 13, 1990, with Toronto Dominion
         Bank                                                                   *

10.2     Letter  Agreement  dated  June  26,  1991,  regarding  expansion  of
         facilities at Edmonton Eaton Centre food court relocation              *

10.3     Retailer  Application dated May 23, 1992, and Specimen Agreement for
         Alberta Lotteries and Alberta Gaming Control                           *

10.4     License Agreement dated July 9, 1992, with Servomation Inc. relating
         to B.C. Place Stadium                                                  *

10.5     Restaurant  lease dated  November  10, 1992,  with Shilo  Management
         Corporation, relating to the Shilo Inn, Yuma, Arizona                  *

10.6     Letter  Agreement,  with Shilo  Management  Corporation  relating to
         Shilo Hotel, Pomona, California                                        *

10.7     Restaurant  Lease  Agreement  with  Holiday  Inns of  Canada,  Ltd.,
         relating to Holiday Inn Crowne Plaza at Winnipeg, Manitoba             **

10.8     Restaurant  Lease Agreement  relating to Holiday Inn,  Philadelphia,
         Pennsylvania                                                           ***

10.9     Alamo Grill,  Inc. lease agreement made as of the 30th day of April,
         1993                                                                   +

10.10    Form of Accounting Services Agreement between Innovative Hospitality
         Concepts, Inc. and Elephant & Castle Group, Inc.                       +

10.11    Form of  Consulting  Services  Agreement  between Jon  P.Taffer,  an
         individual  Innovative  Hospitality  Concepts,  Inc.  and Elephant &
         Castle, Inc.                                                           +

11.1     Statement of computation regarding per share earnings                  *

22.1     Subsidiaries of Company                                                *

23.2     Consent of D. David Cohen, Esq.                                       (y)

24.1     Power of Attorney (included on the signature page of Part II of this
         Registration Statement)

99.1     Canadian  Declaration  as of May 11,  1990,  claiming the trade name
         "The Elephant and Castle"                                              *

99.2     Filing  receipt  dated  February  5,  1993,  for U.S.  service  mark
         application "E&C"                                                      *
<PAGE>
<CAPTION>
<S>      <C>                                                                    <C>             

99.3     Filing  receipt  dated  February  5,  1993,  for U.S.  service  mark
         "Elephant Mug"                                                         *


*           Incorporated by reference from the Exhibits filed with the Company's
            Registration  Statement on Form SB-2  (Registration  No.  33-60612).
            Modification  of the numbering of the exhibits is in accordance with
            Item 601 of Registration S-B

**          Filed with  Company's 10-K SB for the Fiscal year ended December 31,
            1993.

***         Filed with  Company's 10-K SB for the Fiscal year ended December 31,
            1994.

+           Previously filed herewith.

(x)         Incorporated by reference from the Exhibits filed with the Company's
            Registration  Statement on Form S-4 relating to the  acquisition  of
            Alamo Grill, Inc.

(y)         Filed herewith.
</TABLE>

         (b)      Financial Statement Schedules

                  All  schedules for which  provision is made in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related  instructions or not  applicable,  and therefore have
been omitted.


         (c)      Item 4(b) Information

                  Not applicable.


Item 22.          Undertakings.

         (a)      (1) The Company  undertakes  that prior to any public offering
                  of  the  securities  registered  hereunder  through  use  of a
                  prospectus which is a part of this registration  statement, by
                  any person or party who is deemed to be an underwriter  within
                  the meaning of Rule 145(c),  the issuer  undertakes  that such
                  reoffering prospectus will contain the information called
                  for  by the  applicable  registration  form  with  respect  to
                  reofferings  by  persons  who may be deemed  underwriters,  in
                  addition to the  information  called for by the other items of
                  the applicable form; and
<PAGE>
                  (2) The Company  undertakes that every  prospectus (i) that is
                  filed pursuant to paragraph (1) immediately preceding, or (ii)
                  that purports to meet the  requirements of Section 10(a)(3) of
                  the Securities Act, and is used in connection with an offering
                  of securities  subject to Rule 415, will be filed as a part of
                  an amendment  to the  registration  statement  and will not be
                  used until such amendment is effective, and that, for purposes
                  of determining  any liability  under the Securities  Act, each
                  such  post-effective  amendment  shall be  deemed  to be a new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                  (3) Insofar as indemnification  for liabilities  arising under
                  the Securities Act may be permitted to directors, officers and
                  controlling  persons of the Company  pursuant to the foregoing
                  provisions, or otherwise, the Company has been advised that in
                  the opinion of the  Securities  and Exchange  Commission  such
                  indemnification  is against  public policy as expressed in the
                  Securities Act and is, therefore,  unenforceable. In the event
                  that a claim  for  indemnification  against  such  liabilities
                  (other than the payment of the Company of expenses incurred or
                  paid by a  director,  officer  or  controlling  person  of the
                  Company  in the  successful  defense  of any  action,  suit or
                  proceeding)   is  asserted  by  such   director,   officer  or
                  controlling  person in connection  with the  securities  being
                  registered,  the  Company  will,  unless in the opinion of its
                  counsel the matter has been settled by controlling  precedent,
                  submit to a court of  appropriate  jurisdiction  the questions
                  whether such indemnification by it is against public policy as
                  expressed  in the  Securities  Act and will be governed by the
                  final adjudication of such issue.

         (b) The  undersigned  Company hereby  undertakes to respond to requests
for information  that is incorporated by reference into the prospectus  pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request,  and to send the  incorporated  documents by first and to send the
incorporated  documents by first class mail or other equally prompt means.  This
includes  information  contained in documents filed  subsequent to the effective
date  of the  registration  statement  through  the  date of  responding  to the
request.

         (c) The undersigned  Company hereby  undertakes to supply by means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the registration statement when it became effective.
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
has duly  caused  this  Registration  Statement  on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Province of British
Columbia, Canada, on the 11th day of February, 1997.

                                               ELEPHANT & CASTLE GROUP INC.


                                         By:  /s/ Jeffrey M. Barnett
                                              ----------------------
                                                  Jeffrey M. Barnett, President



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Jeffrey M. Barnett and Daniel DeBou, and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:
<PAGE>
<TABLE>
<CAPTION>
     Signature                     Title                            Date
     ---------                     -----                            ----
<S>                          <C>                                <C>
/s/Jeffrey M. Barnett        Chairman of the Board              February 4, 1997
---------------------        President and
   Jeffrey M. Barnett        Director (Principal                   
                             Executive Officer)                                                    

                             
/s/Peter J. Barnett          Vice President                     February 4, 1997                      
-------------------          and Director  
   Peter J. Barnett

                             
/s/George W. Pitman          Vice President                     February 4, 1997                            
-------------------          and Director
   George W. Pitman

                             
/s/Daniel DeBou              Principal Financial                February 4, 1997
---------------              Officer and Principal                                
  Daniel DeBou               Accounting Officer


/s/William McEwen            Director                           February 4, 1997
-----------------
   William McEwen


/s/D. David Cohen            Director                           February 4, 1997
-----------------
   D. David Cohen


/s/Martin O'Dowd             Director                                     , 1997
----------------
   Martin O'Dowd

/s/David Wiederecht          Director                                     , 1997
-------------------
   David Wiederecht


/s/Anthony Mariani           Director                           February 4, 1997
------------------
   Anthony Mariani
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 62017}]
{"company-data": {"conformed-name": "ELEPHANT & CASTLE GROUP INC", "cik": "0000899849", "assigned-sic": "5812", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21731", "film-number": "97530704"}, "business-address": {"street1": "303 IBM TOWER", "street2": "701 WEST GEORGIA ST", "city": "VANCOUVER B C CANADA", "state": "A1", "phone": "6046846451"}, "mail-address": {"street1": "701 W GEORGIA STREET", "street2": "SUITE 303"}}
As filed with the Commission on ________________ Registration No. ___________
--------------------------------------------------------------------------------

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ELEPHANT & CASTLE GROUP INC.
                (Name of Registrant as specified in its charter)

                          Province of British Columbia
            (State or jurisdiction of incorporation or organization)

                         701 W. Georgia Street, Ste. 303
                         P.O. Box 10240 - Pacific Centre
                          Vancouver, BC V7Y 1E7 CANADA
                                 (604) 684-6451

         (Address and  telephone  number of  principal  executive  offices,  and
address of principal place of business or intended principal place of business)

Daniel DeBou                                          With copies to:
Elephant & Castle Group Inc.                          D. David Cohen, Esq.
701 W. Georgia Street, Ste. 303                       Jericho Atrium - Suite 133
P.O. Box 10240 - Pacific Centre                       500 North Broadway
Vancouver, BC V7Y 1E7 CANADA                          Jericho, New York 11753
(604) 684-6451                                        (516) 933-1700

           (Name, address and telephone number of agent for service)

         APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.

         If the only securities  being registered on this form are being offered
in connection  with the  formation of a holding  company and there is compliance
with General Instruction G, check the following box /_/.

                         CALCULATION OF REGISTRATION FEE
Title of each class of     Amount to be              Proposed maximum         Proposed maximum           Amount of
securities to be           registered                offering price per       aggregate offering         registration fee
registered                                           share                    price
Common stock, no             175,000                     $7.50(a)               $1,312,000                  $397.58
par value                    shares

(a)  Calculated in accordance with Rule 457(c).
Cross-Reference Sheet
                                           Between Items in Form S-8 and Prospectus
                                           Pursuant to Item 501(b) of Regulation S-K

Item No.       Form S-8 Caption                                              Heading in Prospectus
--------       ----------------                                              ---------------------
A.  Information Required in the Section 10(a) Prospectus

  1.           Plan Information

               (a)  General Plan Information..................................Plan Information

               (b)  Securities to be Offered..................................The Stock Option Plan

               (c)  Employees who may Participate in Plan.....................The Stock Option Plan

               (d)  Purchase and Payment of Securities Pursuant to the Plan...The Stock Option Plan

               (e)  Resale Restrictions.......................................Resale of the Shares; Selling Shareholders

               (f)  Tax Effects of Plan Participation.........................Tax Effects

               (g)  Investment of Funds.......................................Not Applicable
               (h)  Withdrawal from Plan; Assignment of Interest..............Not Applicable
               (i)  Forfeitures and Penalties.................................Not Applicable
               (j)  Charges and Deductions of Liens therefor..................Not Applicable

  2.           Registrant Information........................................ Summary; Business of E&C; Selected Historical
                                                                              Financial Data; Recent Developments; Additional
                                                                              Information

B.  Information Required in the Registration Statement

  3.           Incorporation of Documents
               By Reference...................................................Incorporation by Reference; Additional Information

  4.           Description of Securities......................................Summary

  5.           Interests of Named Experts and
               Counsel........................................................Legal Opinions

  6.           Indemnification of Directors and Officers......................Indemnification

  7.           Exemption from Registration Claimed............................Not Applicable

  8.           Exhibits.......................................................Exhibits

  9.           Undertakings...................................................Undertakings
INCORPORATION BY REFERENCE 

         Elephant & Castle Group Inc.  ("E&C" or the  "Company")  is sub ject to
the  informational  requirements  of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act") and in accordance therewith files reports and other
information  with the  Securities  and Exchange  Commission  (the  "Commission")
relating to its business,  financial  position,  results of operations and other
matters.  Such reports and other  information can be inspected and copied at the
Public  Reference  Section  maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W.,  Washington,  D.C. 20549 and its Regional Offices located at
The Citicorp  Center,  500 West Madison Street,  Chicago,  Illinois 60661, and 7
World  Trade  Center,  15th  Floor,  New York,  New York  10048.  Copies of such
material  also  can  be  obtained  from  the  Public  Reference  Section  of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates.  Elephant & Castle Common Stock is listed on the Pacific  Stock  Exchange
("PSE") and the NASDAQ SmallCap  Market.  Such material can also be inspected at
the offices of PSE and  NASDAQ.  The  offices of such  exchange  and NASDAQ are,
respectively:  The Pacific Stock Exchange,  115 Sansome Street,  Suite 1104, San
Francisco,  California 94104 and the NASDAQ Stock Market,  1735 K Street,  N.W.,
Washington, D.C. 20006.

         The Company has filed with the Commission a  registration  statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended (the "Securities  Act") with respect to the Common Stock offered hereby.
This  Prospectus  does  not  contain  all  the  information  set  forth  in  the
Registration  Statement,  certain parts of which are omitted in accordance  with
the  rules  and  regulations  of  the  Commission.  Reference  is  made  to  the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect to  Elephant & Castle  and the Common  Stock  offered
hereby.

         No  person  is  authorized  to give  any  information  or to  make  any
representation  not  contained in this  Prospectus  and, if given or made,  such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized  by the  Company  or any  other  person.  This  Prospectus  does  not
constitute an offer to sell or a solicitation  of an offer to buy any securities
in any  jurisdiction  to any  person  to whom it is not  lawful to make any such
offer  or  solicitation  in such  jurisdiction.  Neither  the  delivery  of this
Prospectus nor any  distribution  of the securities  made under this  Prospectus
shall,  under any  circumstances,  create an implication  that there has been no
change in the affairs of the Company since the date of this Prospectus. However,
if any material change occurs during the period that this Prospectus is required
to be delivered,  this Prospectus  will be amended or supplemented  accordingly.
All information regarding E&C in this Prospectus has been supplied by E&C.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act whether before or after the date
of this  Prospectus  shall be deemed to be  incorporated  by  reference  in this
Prospectus and to be a part hereof from the dates of filing of such documents or
reports.  Any  statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.
This  Prospectus  incorporates  documents  by  reference  which are not
presented herein or delivered  herewith.  Such documents (other than exhibits to
such documents unless such exhibits are specifically  incorporated by reference)
are available without charge, to any person,  including any beneficial owner, to
whom this  Prospectus is delivered,  on written or oral request,  in the case of
documents  relating to Elephant & Castle Group Inc.,  701 West  Georgia  Street,
Suite 303,  P.O.  Box 10240,  Pacific  Centre,  Vancouver,  B.C.  V7Y 1E7 CANADA
(telephone number (604) 684-6451, Attn: Daniel DeBou, Chief Financial Officer.
Prospectus dated February 13, 1997
                                   -----------

                          ELEPHANT & CASTLE GROUP INC.

                                   PROSPECTUS
                                   -----------

               This  Prospectus  relates to certain  Common Shares of Elephant &
Castle Group Inc. (the  "Company")  issuable by the Company  pursuant to options
held by certain key  employees  pursuant to the Company's  1993  Employee  Stock
Option Plan (the "Plan"), and pursuant to two separate warrants (the "Warrants")
to  purchase  the  Company's  Common  Shares (the  "Shares")  held by two former
advisors to the  Company,  and to the reoffer or resale of such Shares from time
to time.  Pursuant to the Plan,  options have been issued to selected  employees
from time to time since  April of 1993 and  additional  options may be issued in
the future to such persons.  The options are  exercisable at various prices from
U.S. $4.75 to U.S.  $7.75 per Share.  The Warrants were issued in August of 1994
and in November  of 1995,  and are  exercisable  at U.S.  $5.75 and U.S.  $6.00,
respectively.  A portion of the options, and all of the Warrants,  are currently
exercisable.

                                   -----------

               On February 11, 1997 the reported  closing sales price of a share
of E&C  Common  Stock on the  NASDAQ  Small Cap  Market  was  $7.50  per  share.
Investors are urged to obtain current price  information for E&C Common Stock in
connection with their consideration of the transactions contemplated thereby.

                                   -----------

               THE SECURITIES TO BE ISSUED  PURSUANT TO THIS PROSPECTUS HAVE NOT
BEEN APPROVED OR DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION OR ANY
STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is February 13, 1997.
SUMMARY

General

               This Prospectus relates to the offer, and prospective re-offer of
certain  securities  of  Elephant  &  Castle  Group  Inc.,  a  British  Columbia
corporation ("E&C" or the "Company").

               The Company.  The Company is a publicly owned company, the Common
Stock of which is traded on NASDAQ - Small Cap Market  (PUBSF)  and the  Pacific
Stock  Exchange  (PUB).   The  Company  operates  a  chain  of  16  full-service
English-style  dining  restaurants  and pubs, 13 of which are located in Canada,
one in the Bellingham, Washington and one in Philadelphia,  Pennsylvania and one
in San Diego,  California.  The Canadian restaurants are operated under the name
"The Elephant & Castle Pub & Restaurant" and are located in major shopping malls
and office  complexes from  Victoria,  B.C. to Ottawa,  Ontario.  The Bellingham
restaurant  is also  operated  under  the name  "The  Elephant  &  Castle  Pub &
Restaurant"   and  is  located  in  a  large   suburban  mall  near  the  United
States/Canadian  border. The Philadelphia Elephant & Castle,  Winnipeg,  Canada,
and San Diego, California restaurants are located within Holiday Inn hotels.

         In addition to the 16 traditional style Elephant & Castle  restaurants,
the Company  recently  developed a  newly-owned  New York style deli  restaurant
known as  "Rosie's  on  Robson"  at the  Rosedale  Hotel in  Vancouver,  British
Columbia  and a  "University"  restaurant:  "Elephant  on Campus" at the British
Columbia  Institute of Technology in Vancouver,  and has licensed an E&C Express
restaurant at the Vancouver  International  Airport. The Company also owns a one
unit "red meat"  restaurant  under the name  "Alamo  Grill." The  restaurant  is
located at the Mall of America, Bloomington, Minnesota.

         E&C was  incorporated  in British  Columbia on December 14, 1992,  as a
holding   corporation  for  its   theretofore   existing   separate   restaurant
corporations,  which had been owned and  operated  by the  founders of E&C for a
number of years. E&C's executive offices are located at 701 West Georgia Street,
Suite 303-701, Vancouver B.C., Canada V7Y 1E7; its
telephone number is (604) 684-6451.

         The  Offering.  This  Prospectus  relates to the  issuance of up to One
Hundred Seventy-Five Thousand (175,000) Common Shares, no par value (the "Common
Shares") of Elephant & Castle Group Inc. (the "Company").

         Up to  100,000  shares  being  registered  will be  issued,  if issued,
pursuant to the Company's 1993 Employee  Stock Option Plan (the "Plan"),  and up
to 75,000 of the shares will be issued, if issued, pursuant to two Warrants, one
relating to 50,000 Common Shares and the other relating to 25,000 Common Shares.

         The  Warrants  were  issued  in August  of 1994 and  November  of 1995,
respectively,  to two  consultants  to the  Company.  The  consultants  are  not
officers,  directors,  shareholders or affiliates of the Company, and previously
rendered  financial  consulting  services  to the  Company.  Neither  consultant
rendered  services  in  connection  with the  offer or sale of  securities  in a
capital raising transaction.

         The Shares are voting  securities  of the  Company.  The Company has no
other  class of  securities  outstanding.  The Shares do not  currently  carry a
dividend, and management does not contemplate paying a dividend on Common Shares
at any time in the foreseeable future.
PLAN INFORMATION 
The Stock Option Plan

         The Stock  Option Plan was adopted on April 1, 1993 (the  "Plan").  The
Plan is intended to provide additional incentive to certain key employees of the
Company by encouraging such employees to acquire shares of the Company.  100,000
of the Company's  Common Stock were reserved for issuance  pursuant to the Plan.
As  of  a  current  date,  options  relating  to  89,500  shares  are  currently
outstanding,  and are  exercisable  at various price ranging from  U.S.$4.75 per
Share to U.S.$7.50 per Share.  Approximately 62,000 Options are currently vested
and exercisable.

         All  employees of the Company are eligible for options  pursuant to the
Plan with the  exception of Messrs.  Jeffrey  Barnett,  Peter Barnett and George
Pitman, each of whom is a founder,  principal  shareholder,  and director of the
Company.

         All Options have a fixed term, established by the Board of Directors or
the  Compensation  Committee of the  Company.  The fixed term as to all existing
options is five (5) years.  The maximum term with  respect to any future  option
grant is five (5) years  after the date on which the  Option is granted or April
1, 2003, whichever is earlier.

         Under the Plan, any Option is exercisable  only in installments or upon
such other terms fixed by the Board of Directors or the  Compensation  Committee
of the Board. No member of the Compensation  Committee is eligible for the grant
of Options  pursuant to the Plan.  All options  granted to key employees to date
have  provided for vesting as to 1/3 of the Option  Shares after  eighteen  (18)
months,  1/3 of the Option  Shares after thirty (30) months and the final 1/3 of
the Option Shares after Forty-Two (42) months.

         Options may be granted by the Board of Directors in its discretion from
time  to  time.   Options  are  neither  assignable  nor  transferable  and  are
exercisable  by the optionee only during his lifetime.  However,  if an optionee
dies or becomes  permanently  disabled while employed by the Company and holding
an option which is exercisable on the date of death or permanent disability, the
optionee's  legal heirs or personal  representatives  may  exercise  such option
within one (1) year after the date of death or  termination of employment due to
permanent disability.

         All Options, when granted, are exercisable at the fair market value for
such shares at the date of grant.  The shares are purchased and paid for in full
only when the Options are exercised.  "Fair market value" as defined by the Plan
means the mean between the highest and lowest quoted  selling price of the stock
on the date of grant.

Resale of the Shares.

         The Plan  currently  provides  that all shares  issued  pursuant to the
exercise of options under the Plan shall bear a restrictive legend and shall not
be re-transferred except in the absence of an effective  Registration  Statement
under the  Securities  Act of 1933, as amended (the "Act") or an exemption  from
registration.  The registration  provided for herein is intended to satisfy said
requirement,  permitting  resale by persons who are not  officers,  directors or
affiliates of the Company.
Tax Effects.

         Under the  provisions  of the  United  States  Internal  Revenue  Code,
Optionees do not realize  income upon the grant of any Option priced at or above
fair market value, or upon the exercise of any such Options.

         An  optionee  who sells the Option  Shares will  realize  income to the
extent that the selling price exceeds the Option  Exercise  Price.  Shares sales
made within one year of exercise of an Option will result in ordinary  income to
the  Optionee,  and sales made after the shares are held more than one year will
result in capital gains.

         In Canada,  in general,  when a Canadian  based  employee  exercises an
option to acquire shares, the employee will be deemed to realize income equal to
the fair  market  value of the  shares at the time of  exercise  less the option
exercise  price and any amount paid to acquire  the option.  This income will be
taxed in the same (more  favorable)  basis as a capital gain, as long as certain
conditions  are met.  Essentially  those  conditions  are that a) the shares are
normal common shares for which there is no reasonable  expectation  they will be
redeemed or canceled within two years and no dividend  entitlement is limited or
guaranteed;  b) the  taxpayer  was dealing at arms  length with the  corporation
(e.g. is not part of a control  group);  and c) the option exercise price is not
less  than the  fair  market  value of the  shares  at the time the  option  was
granted.

         After the option is exercised,  a subsequent  sale of the shares by the
employee  will be treated  for tax  purposes  in the same  manner as any sale of
shares.  For most employees,  this will be a taxable capital gain,  although for
any employees who are traders in a sufficient  volume of shares the gain or loss
would be on account of income.

         All  employees are cautioned to retain their own qualified tax advisors
with respect to any tax consequences impacting upon such persons individually.

Selling Shareholders.

         An aggregate of up to 175,000 Shares of Common Stock may be offered for
resale  by   Optionees   and  Warrant   Holders   (collectively,   the  "Selling
Shareholders")  from  time to time.  The  Shares  offered  for  sale  constitute
approximately  6% of all  shares  of the  Company's  outstanding  Common  Stock,
without  giving  effect to the  possible  exercise  of  outstanding  warrants or
options not covered by or otherwise referred to in this Prospectus.
The  following  table sets forth  certain  information  with respect to
persons for whom the Company is registering  Shares for resale to the public. In
addition to the persons  named below,  other  persons,  each of whom may acquire
less than 1,000 Shares upon  exercise of Options,  may also  reoffer  Shares for
sale to the public.  The table reflects the num bers of Shares acquirable by the
Selling  Shareholders  under their respective  Options or Warrants.  None of the
Selling  Shareholders  otherwise  owns any Common  Stock,  except as noted.  The
Company will not receive any proceeds  from the resale of the Shares.  Except as
noted,  all Selling  Shareholders  are  employees,  but not executive  officers,
directors or affiliates of the Company.
Shares Acquirable          
                                                       Under Options and             Maximum to be
                                                           Warrants                  Resold to the
Selling Shareholder                               Amount              Percent(1)          Public
-------------------                               ------              ----------          ------
Bell, Angel                                        1,000                  *                1,000
Crawford, Greg                                     1,000                  *                1,000
DeBou, Daniel, Chief Financial                    13,000                  *               13,000
Officer of the Company1
Florsham, Tony                                     3,000                  *                3,000
Floody, Richard                                    1,000                  *                1,000
Holmes, Duncan                                     1,000                  *                1,000
Josie, Gordon1                                     1,000                  *                1,000
Leinhardt, John                                    1,000                  *                1,000
Lowrie, Wendy                                      7,700                  *                7,700
Massoud, Serry                                     1,000                  *                1,000
Oatman, Jack1                                      3,000                  *                3,000
Ormandy, William                                   1,000                  *                1,000
Palmer, Malcolm                                    3,000                  *                3,000
Petrishen, Dave                                    2,000                  *                2,000
Rubert, Shawn                                      2,000                  *                2,000
Sanderson, Martin                                  2,000                  *                2,000
Smolek, Karel                                      1,000                  *                1,000
Securities Trading Services, Inc.                 25,000                  *               25,000
Tilbury, Paul, Vice President1                    13,000                  *               13,000
Tilbury, Richard                                   1,000                  *                1,000
Thomas, Donna                                      1,000                  *                1,000
Usher, Larry                                       1,000                  *                1,000
Weckstein, Donald                                 50,000                1.8               50,000
Wong, Francis                                      1,000                  *                1,000
Woods, Victor                                      3,000                  *                3,000

          *        Less than one (1%) percent.

         (1) Each of the  persons  noted  owns a limited  number of E&C  Shares,
other than the Shares acquireable through the exercise as follows:  DeBou (200);
Massoud(6,000);  Oatman  (3,500);  and Tilbury  (9,000).  Such Shares are owned,
registered and publicly tradeable outside of this Registration Statement.
BUSINESS OF E&C

Introduction

         E&C  operates  a  chain  of  16   full-service   English-style   dining
restaurants  and pubs,  13 of which are  located in Canada,  one in the State of
Washington, one in Philadelphia,  Pennsylvania and one in San Diego, California.
The Canadian  restaurants are operated under the name "The Elephant & Castle Pub
& Restaurant" and are located in major shopping malls and office  complexes from
Victoria,  B.C. to Ottawa,  Ontario. The Philadelphia,  Winnipeg,  and San Diego
restaurants are based inside of Holiday Inn hotel operations.  In addition,  E&C
currently operates a "Rosie's" deli-style  restaurant at the  Rosedale-on-Robson
Hotel in  Vancouver,  B.C.,  Canada and an English  style  "Elephant  on Campus"
restaurant at the British Columbia Institute of Technology.

         In the opinion of  management,  the Company is in the early stages of a
major   expansion/refocusing  of  its  restaurant  operations.   The  expansion/
refocusing  contemplates that the Company will ultimately  operate a majority of
its  restaurants at (i) major hotel  locations;  (ii) in the United States;  and
(iii) with one or more alternative  menu formats,  not limited to the Elephant &
Castle English-pubs concept.

         The  expansion/refocusing  also includes alternative venues (sites) for
the Company's  restaurant  facilities.  To that end, in 1995, the Company opened
its first on-campus "University" restaurant, and arranged for the licensing of a
restaurant at the new international terminal at Vancouver International Airport.
On October 9, 1996,  the  Company  acquired  all of the  capital  stock of Alamo
Grill,  Inc.   ("Alamo"),   theretofore  a  wholly-owned   subsidiary  of  Alamo
Restaurants,  Inc. ("ARI").  The Company paid 147,059 shares of Common Stock for
the business of Alamo,  plus the assumption of certain debts of ARI  aggregating
approximately U.S.  $536,000.  Alamo is a one-unit "red meat" restaurant located
in the Mall of American,  Minneapolis,  Minnesota. Further, on December 5, 1996,
E&C announced that it had entered into a Letter of Intent to forma joint venture
with Rainforest  Cafe, Inc.  ("RFC")  (RAIN-NASDAQ  National  Market) to develop
Rainforest Cafes throughout Canada. See "Business - Recent Developments."

         During 1995,  the Company  arranged  for an  investment  of  $4,000,000
(U.S.),  of which $1,000,000 has been invested as equity,  and $3,000,000 by way
of Subordinated  Convertible Notes, by a major United States-based pension money
manager,  GEIPPP, II, with an anticipated  placement of an additional $6,000,000
of such Notes in future periods.  The completion of this financing  enhanced the
Company's  ability to achieve the expan  sion/refocusing.  There is no assurance
that the  balance of the Note  financing  will be  available  to the  Company in
future periods.

         During 1995, and 1996, the Company also experienced  financial  losses.
In 1995,  such losses  resulted in part from the  termination of two Shilo Hotel
properties,  in Yuma,  Arizona  and Pomona,  California,  which  properties  had
previously  been occupied by Elephant & Castle under  arrangements  which turned
out to be unsuitable and unprofitable;  the close-down of a Toronto, Canada mall
location  which  could  not  be  renewed  on  acceptable  terms;  and  generally
unfavorable business conditions which prevailed in Canada,  particularly Eastern
Canada,  due, in part,  to the  economic  uncertainty  related to the  political
crisis  concerning  the  separation  of Quebec.  The Company  has also  incurred
substantially  increased  general  and  administrative  costs  relating  to  its
expansion  plans,  and in 1995,  to a decision  not to build a  restaurant  at a
particular  hotel site in San  Francisco,  after the  investment of  significant
management time and funds.
Principal Operations

         Elephant  &  Castle  (Traditional  Format).  At the  Elephant  & Castle
restaurants,   the  Company  seeks  to  distinguish   itself  from   competitive
restaurants by its distinctive British style and Tudor decor, and by featuring a
wide variety of menu items including a large number of English-style dishes. The
Company's  restaurants  offer  a broad  menu  at  popular  prices.  The  menu is
regularly  updated to keep up with  current  trends in  customers'  tastes.  The
average check per customer, including beverage, was approximately CDN $14 during
1995.  Although all of the Company's  restaurants  provide full liquor  service,
alcoholic beverages are primarily served to complement meals. Sales of alcoholic
beverages accounted for approximately 40% of restaurant sales during 1995.

         The Company's  restaurants  average  approximately 5,500 square feet in
size, with a typical seating  capacity of 225. The restaurants are open 7 days a
week for lunch,  dinner and  late-night  dining.  Due to their location at major
downtown  and  suburban  malls  and  office  complexes,  the  Elephant  & Castle
restaurants  cater to a  consistently  high  traffic  flow of both  shoppers and
office workers.  More than 34,000 customers a week are currently serviced at the
Elephant & Castle chain.  Repeat clientele make up a significant  portion of the
Company's restaurants' patrons.

         Hotel  Restaurants.  During  late  1993  and 1994  the  Company  signed
agreements with Holiday Inn for the renovation and  redevelopment of restaurants
at  Holiday  Inn  hotels  in  Winnipeg,   Manitoba,   Canada  and  Philadelphia,
Pennsylvania  in the United  States.  The  Winnipeg  Crowne  Plaza  Holiday  Inn
Elephant & Castle  restaurant was opened on May 18, 1994,  and the  Philadelphia
Holiday Inn unit was opened on February 28, 1995.  Both Holiday Inn  restaurants
have thus far produced revenues and  store-operating  profits.  In July of 1996,
the Company opened an additional  hotel  restaurant at a Holiday Inn site in San
Diego,  California,   and  is  considering  building  a  substantial  number  of
additional restaurant units at Holiday Inns and other similar first-class hotels
over the next five years.

         In the opinion of management,  the three critical  ingredients  for the
strategy for expansion at major hotel sites are:

         (1)      the control of occupancy costs;

         (2)      the capacity to work synergistically with a hotel management
                  seeking to divorce itself from direct involvement in food and
                  beverage operations; and

         (3)      Company control of the menu, kitchen and restaurant amenities.

         The Company is currently  engaged in continuing  discussions with hotel
operators concerning additional locations.

         In December of 1994,  the Company  entered  into an  agreement  with an
international  developer, the Chevalier Group of Hong Kong, to build a 200-seat,
5,000-square-foot   restaurant   in  the   developer's   $40,000,000   280  room
Rosedale-on-Robson    all-suites   hotel.   The   hotel   was   completed,   and
Rosie's-on-Robson  opened  for  operations  in  August  of 1995.  The  Company's
arrangements  with the  Chevalier  Group are similar to those at the Holiday Inn
locations,  current and  planned.  The Company  provides all of the hotel's room
services, off-premise catering, and branded specialty products.
The  Company's  restaurant  at  the  Rosedale  Hotel  is  significantly
different from the  traditional  Elephant & Castle format.  Management  operates
"Rosie's" as a New  York-style  deli and bar.  "Rosie's"  enables the Company to
have a second "branded"  concept  restaurant to provide to those hotel operators
in locations or with space requirements which may be unsuitable for the Elephant
& Castle traditional menu and decor.

         The  Company's  limited  experience  with  "Rosie's"  to date  has been
favorable.  With  "Rosie's",  the Company was  committed to starting from fresh,
with its own interior  design and menu,  under the direction of an  experienced,
locally managed staff.

         Previously,  commencing in late 1992, the Company obtained the right to
operate  all of the food  and  beverage  services  at the  Shilo  Hotel & Resort
complex in Yuma,  Arizona.  In addition,  on July 1, 1993, the Company added the
food and beverage operations at a second Shilo Hotel in Pomona,  California. The
style  and menu at the  Shilo  Hotels  was  significantly  different  from  that
followed  at the  traditional  Elephant  &  Castle  restaurants.  The  Company's
experience at the Shilo Hotels and with the  management  thereof was  decisively
negative,  resulting in termination and closing of those restaurants during 1995
and litigation which is continuing.

         In its broadest terms, the Company's  strategy for growth in the hotel,
food and  beverage  industry is as follows:  Locations  primarily at hotel sites
will be identified in select markets. The Company has identified four geographic
pockets of  potential  growth for all  corporate  brands.  The  intention  is to
cluster  restaurants in select locations within the chosen  geographic  regions.
Key points  for  consideration  would  include a high  level of  occupancy  at a
prospective  hotel;  a hotel  which is part of a chain  large and  sophisticated
enough  to join in  combined  marketing  activities;  potential  unique  traffic
generators; and the potential for non-seasonal activity.

Recent Developments

         On October 9, 1996,  the Company  acquired all of the capital  stock of
Alamo Grill,  Inc.  ("Alamo"),  theretofore a  wholly-owned  subsidiary of Alamo
Restaurants,  Inc. ("ARI").  The Company paid 147,059 shares of Common Stock for
the business of Alamo,  plus the assumption of certain debts of ARI  aggregating
approximately U.S. $536,000.

         Alamo  is a  one-unit  "red  meat"  restaurant  located  in the Mall of
America, Minneapolis, Minnesota. E&C announced that it had acquired the unit for
potentially profitable  continuation of the restaurant operations located at the
Mall of  America,  and for the use of the  site as a  test-market  facility  for
development  of a "red  meat"  concept  in the  expansion  of  its  hotel  based
properties.  E&C does not  intend to create a chain of  "Alamo"  restaurants  or
Alamo-type  restaurants  at  malls  or free  standing  locations.  E&C has  been
approached with respect to the possibility of a profitable resale of the Mall of
America  unit,  but no  action  has been  taken  to date  with  respect  to that
proposal.

         On December 5, 1996, E&C announced that it had entered into a Letter of
Intent to form a joint venture with Rainforest Cafe, Inc.  ("RFC")  (RAIN-NASDAQ
National Market) to develop  Rainforest Cafes throughout  Canada.  The Letter of
Intent is  subject  to formal  documentation  which  has not been  completed  or
consummated to date.  The announced  arrangement  anticipates  that the Canadian
venture will  develop a minimum of five  Rainforest  Cafes,  the initial unit of
which will be open within twelve months of completing the definitive  agreement.
Under  the  terms of the  Letter  of  Intent,  E&C will  pay an  initial  fee of
U.S.$500,000  to RFC and will  grant RFC a five year  option to  purchase  up to
600,000  shares of E&C Common  Stock at  U.S.$8.00  per Share.  It is  currently
anticipated  that the  documentation  implementing  the Letter of Intent will be
formalized by on or before the end of February, 1997.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF
                          ELEPHANT & CASTLE GROUP INC.

         The following selected financial information of Elephant & Castle Group
Inc.  for each of the years  ended  December  31,  1995,  1994 and 1993 has been
derived  from  Elephant  & Castle  Group  Inc.'s  audited  financial  statements
contained  in its Annual  Reports on Form 10-KSB for the years then ended and is
qualified in its entirety by such documents.  The selected  unaudited  financial
information of Elephant & Castle Group Inc., as of and for the nine months ended
September 30, 1996, includes all adjustments,  deemed to be necessary for a fair
presentation  of such  information  for the period  then  ended.  The  operating
results  for the nine  months  ended  September  30,  1996  are not  necessarily
indicative of results for the full year. The Company has publicly  announced its
expectation  that it will  incur a loss for the full year  ending  December  31,
1996.  This  information   should  be  read  in  conjunction  with  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
Consolidated Financial Statements.
Update to Nine Months
                                                   ELEPHANT & CASTLE GROUP INC.
                                          SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
                                                        (Canadian Dollars)

                                                                Nine  months
                                                               ended Sept. 30                Fiscal Year Ended December 31,
                                                               --------------                ------------------------------
                                                                     1996              1995              1994             1993
                                                                     ----              ----              ----             ----
                                                                  (Unaudited)
Sales......................................................     $ 20,539,983      $ 25,764,339      $ 25,414,275     $ 22,445,883
Net Income (Loss), before Other Item ......................         (924,626)         (681,955)          213,166          163,789
Net Income (Loss), including Other Item ...................         (924,626)       (1,581,955)          213,166          163,789
Net Income (Loss) per Share, before
  Other Item ..............................................            (0.35)            (0.27)             0.09             0.09
Net Income (Loss) per Share, including
  Other Item ..............................................            (0.35)            (0.63)             0.09             0.09
Total Assets ..............................................     $ 14,934,124        15,888,100        10,328,981       10,005,206
Shareholders' Equity ......................................        6,162,512         7,087,138         7,345,905        7,307,236
Average Shares Outstanding ................................        2,643,808         2,502,759         2,440,583        1,865,000
LEGAL OPINIONS

         The validity of the  securities  offered hereby will be passed upon for
the Company by D. David Cohen,  Esq., 500 No. Broadway,  Suite 133, Jericho,  NY
11753 who has acted as special  counsel to the Company in  connection  with this
Offering. Mr. Cohen is the owner of 74,500 shares of the Company's Common Stock,
and in connection  with the purchase of 59,500 shares is indebted to the Company
to the extent of $300,000 plus interest accrued thereon. Such loan is secured by
securities other than securities of the Company.

                                     EXPERTS

         The financial statements and schedules of the Company,  incorporated by
reference in the Registration  Statement of which this Prospectus is a part have
been audited by Pannell Kerr  Forster,  chartered  accountants,  for the periods
indicated in their report thereon.  Such financial statements and schedules have
been  incorporated  in  reliance  upon the  report of such firm given upon their
authority as experts in accounting and auditing.

                             ADDITIONAL INFORMATION 

         For   additional   information   concerning   the  Company,   financial
statements,  its operations,  properties,  facilities,  employees,  competitors,
management,  executive compensation, legal proceedings, market for the Company's
Common Stock,  security  ownership of directors  executive  officers and certain
beneficial  holders,  this  prospectus will be accompanied by the Company's Form
10-KSB for the fiscal year ended  December  31,  1995,  latest Form 10-Q and the
Company's  proxy  statement in connection  with the election of directors at its
1996 Annual Meeting of Shareholders.
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers

         Article 21.1 of the Company's  Articles of Association  provides,  with
respect to the indemnification of directors and officers, that the Company shall
indemnify,  subject to the [Company Act], any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
proceeding,  whether or not brought by the Company or by a corporation  or other
legal entity or enterprise and whether  civil,  criminal or  administrative,  by
reason of the fact that such person is or was a director, manager, or officer of
the Company,  against all costs, charges and expenses,  including legal fees and
any amount paid to settle the action or  proceeding  or satisfy a  judgment,  if
such person acted  honestly and in good faith with a view to the best  interests
of the Company,  if such person  exercised  the care,  diligence  and skill of a
reasonably  prudent person,  and, with respect to any criminal or administrative
action or proceeding,  such person had reasonable grounds for believing that his
or her conduct was lawful.  The  provisions  of Article  21.1 are deemed to be a
term of every contract of employment or office of every director,  manager,  and
officer of the Company.

         Article 21.2 of the Company's  Articles of  Association  provides that,
subject to the Company Act, the Company may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or  proceeding,  whether or not brought by the Company or by a
corporation or other legal entity or enterprise  and whether civil,  criminal or
administrative,  by reason of the fact that he is or was an employee or agent of
the Company or is or was serving in any other  capacity on behalf of the Company
at its request including,  but without limiting the generality of the foregoing,
serving at the request of the Company as a director,  manager, officer, employee
or agent of another corporation,  a partnership,  joint venture,  trust or other
enterprise,  against all costs,  charges and expenses,  including legal fees and
any amount paid to settle the action or proceeding or satisfy a judgment,  if he
acted  honestly  and in good  faith  with a view to the  best  interests  of the
Company or other  corporation  or other legal entity or enterprise as aforesaid,
and, with respect to any criminal or administrative action or proceeding,  if he
had reasonable grounds for believing that his conduct was lawful. The provisions
of Article  21.2 shall not be part of any  contract  or  agreement  between  any
aforesaid  person and the Company  unless  expressly made so by the terms of the
contract or agreement with the Company.

         Article 21.4 provides that the Company may indemnify any person,  other
than a director, in respect of any losses, damages, costs or expenses whatsoever
incurred by him while  acting as an officer,  employee or agent for the Company,
unless such  losses,  damages,  costs or expenses  shall arise out of failure to
comply with instructions, willful act or default or fraud by such person, and in
any of  such  events  the  Company  shall  only  indemnify  such  person  if the
directors,  in their  absolute  discretion,  so decide.  The  provisions of this
Article  21.4  shall  not be part  of any  contract  or  agreement  between  any
aforesaid  person and the Company  unless  expressly made so by the terms of the
contract or agreement with the Company.
Article 21.6  provides that the Company may give  indemnities,  on such
terms  and  conditions  as it  deems  appropriate,  to  any  director,  officer,
employee,  agent or other person who has undertaken or is about to undertake any
liability  on behalf of the  Company or any  corporation  controlled  by it. The
provisions  of  Article  21.6  shall not be part of any  contract  or  agreement
between any aforesaid  person and the Company  unless  expressly  made so by the
terms of the contract or agreement with the Company.

         Article  21.7  provides  that,  subject  to the  Company  Act and other
applicable laws and statutes,  no director,  officer,  employee or agent for the
time being of the Company  shall be liable for the acts,  receipts,  neglects or
defaults of any other director, officer, employee or agent or for joining in any
receipt or act for conformity,  or for any loss,  damage or expense happening to
the Company  through the  insufficiency  or  deficiency of title to any property
acquired by order of the Board,  or for the  insufficiency  or deficiency of any
security in or upon which any of the moneys of or belonging to the Company shall
be invested or for any loss or damages arising from the bankruptcy,  insolvency,
or tortious act of any person,  firm or corporation  with whom or with which any
moneys,  securities  or  effects  shall be lodged or  deposited  or for any loss
occasioned  by any error of judgment or  oversight  on his part or for any other
loss,  damage or  misfortune  whatever  which may happen in the execution of the
duties of his respective  office or trust or in relation thereto unless the same
shall happen by or through his own willful act or omission, default, negligence,
breach of trust or breach of duty.

Item 21.  Exhibits and Financial Statements Schedules.

                  (a)   Exhibits
Exhibit
Number                            Description of Exhibit
------                            ----------------------
2.1      Agreement  Relating  to the  Sale of All of the  Capital  Stock of a
         Subsidiary   Corporation  in  Exchange  for  Capital  Stock  of  the
         Acquiring  Corporation  dated  as of  April  9,  1996  by and  among
         Company, Alamo Restaurants,  Inc. and Alamo Grill, Inc. (included as
         Exhibit A to the Joint Proxy Statement and Prospectus  which forms a
         part of the Registration Statement (the "Proxy Statement")             +

2.2      Form of Proxy to be utilized at the meeting of Shareholders of Alamo
         Restaurants, Inc. to approve the Agreement                             +

3.1      Certificate  of  Incorporation  and  Certificate  of Name  Change of
         Company                                                                *

3.2      Articles of Association of Company                                     *

3.3      Certificate  of  Amalgamation,  dated May 1, 1990,  The Elephant and
         Castle Canada Inc.                                                     *

4.1      Form of certificate evidencing shares of Common Stock                  *

4.2      Form  of  Underwriter's   Warrant   Agreement  between  Company  and
         Underwriter                                                            *
4.3      Warrant  Certificate  relating  to 50,000  Share  Warrant  issued to
         Donald Weckstein on August 10, 1994.                                   (y)

4.4      Agreement  relating to 25,000 Share Warrant  issued to Swiss Trading
         Ltd. in November of 1995                                               (y)

10.1     Bank Loan Agreement, dated September 13, 1990, with Toronto Dominion
         Bank                                                                   *

10.2     Letter  Agreement  dated  June  26,  1991,  regarding  expansion  of
         facilities at Edmonton Eaton Centre food court relocation              *

10.3     Retailer  Application dated May 23, 1992, and Specimen Agreement for
         Alberta Lotteries and Alberta Gaming Control                           *

10.4     License Agreement dated July 9, 1992, with Servomation Inc. relating
         to B.C. Place Stadium                                                  *

10.5     Restaurant  lease dated  November  10, 1992,  with Shilo  Management
         Corporation, relating to the Shilo Inn, Yuma, Arizona                  *

10.6     Letter  Agreement,  with Shilo  Management  Corporation  relating to
         Shilo Hotel, Pomona, California                                        *

10.7     Restaurant  Lease  Agreement  with  Holiday  Inns of  Canada,  Ltd.,
         relating to Holiday Inn Crowne Plaza at Winnipeg, Manitoba             **

10.8     Restaurant  Lease Agreement  relating to Holiday Inn,  Philadelphia,
         Pennsylvania                                                           ***

10.9     Alamo Grill,  Inc. lease agreement made as of the 30th day of April,
         1993                                                                   +

10.10    Form of Accounting Services Agreement between Innovative Hospitality
         Concepts, Inc. and Elephant & Castle Group, Inc.                       +

10.11    Form of  Consulting  Services  Agreement  between Jon  P.Taffer,  an
         individual  Innovative  Hospitality  Concepts,  Inc.  and Elephant &
         Castle, Inc.                                                           +

11.1     Statement of computation regarding per share earnings                  *

22.1     Subsidiaries of Company                                                *

23.2     Consent of D. David Cohen, Esq.                                       (y)

24.1     Power of Attorney (included on the signature page of Part II of this
         Registration Statement)

99.1     Canadian  Declaration  as of May 11,  1990,  claiming the trade name
         "The Elephant and Castle"                                              *

99.2     Filing  receipt  dated  February  5,  1993,  for U.S.  service  mark
         application "E&C"                                                      *
99.3     Filing  receipt  dated  February  5,  1993,  for U.S.  service  mark
         "Elephant Mug"                                                         *

*           Incorporated by reference from the Exhibits filed with the Company's
            Registration  Statement on Form SB-2  (Registration  No.  33-60612).
            Modification  of the numbering of the exhibits is in accordance with
            Item 601 of Registration S-B

**          Filed with  Company's 10-K SB for the Fiscal year ended December 31,
            1993.

***         Filed with  Company's 10-K SB for the Fiscal year ended December 31,
            1994.

+           Previously filed herewith.

(x)         Incorporated by reference from the Exhibits filed with the Company's
            Registration  Statement on Form S-4 relating to the  acquisition  of
            Alamo Grill, Inc.

(y)         Filed herewith.
(b)      Financial Statement Schedules

                  All  schedules for which  provision is made in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related  instructions or not  applicable,  and therefore have
been omitted.

         (c)      Item 4(b) Information

                  Not applicable.

Item 22.          Undertakings.

         (a)      (1) The Company  undertakes  that prior to any public offering
                  of  the  securities  registered  hereunder  through  use  of a
                  prospectus which is a part of this registration  statement, by
                  any person or party who is deemed to be an underwriter  within
                  the meaning of Rule 145(c),  the issuer  undertakes  that such
                  reoffering prospectus will contain the information called
                  for  by the  applicable  registration  form  with  respect  to
                  reofferings  by  persons  who may be deemed  underwriters,  in
                  addition to the  information  called for by the other items of
                  the applicable form; and
(2) The Company  undertakes that every  prospectus (i) that is
                  filed pursuant to paragraph (1) immediately preceding, or (ii)
                  that purports to meet the  requirements of Section 10(a)(3) of
                  the Securities Act, and is used in connection with an offering
                  of securities  subject to Rule 415, will be filed as a part of
                  an amendment  to the  registration  statement  and will not be
                  used until such amendment is effective, and that, for purposes
                  of determining  any liability  under the Securities  Act, each
                  such  post-effective  amendment  shall be  deemed  to be a new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                  (3) Insofar as indemnification  for liabilities  arising under
                  the Securities Act may be permitted to directors, officers and
                  controlling  persons of the Company  pursuant to the foregoing
                  provisions, or otherwise, the Company has been advised that in
                  the opinion of the  Securities  and Exchange  Commission  such
                  indemnification  is against  public policy as expressed in the
                  Securities Act and is, therefore,  unenforceable. In the event
                  that a claim  for  indemnification  against  such  liabilities
                  (other than the payment of the Company of expenses incurred or
                  paid by a  director,  officer  or  controlling  person  of the
                  Company  in the  successful  defense  of any  action,  suit or
                  proceeding)   is  asserted  by  such   director,   officer  or
                  controlling  person in connection  with the  securities  being
                  registered,  the  Company  will,  unless in the opinion of its
                  counsel the matter has been settled by controlling  precedent,
                  submit to a court of  appropriate  jurisdiction  the questions
                  whether such indemnification by it is against public policy as
                  expressed  in the  Securities  Act and will be governed by the
                  final adjudication of such issue.

         (b) The  undersigned  Company hereby  undertakes to respond to requests
for information  that is incorporated by reference into the prospectus  pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request,  and to send the  incorporated  documents by first and to send the
incorporated  documents by first class mail or other equally prompt means.  This
includes  information  contained in documents filed  subsequent to the effective
date  of the  registration  statement  through  the  date of  responding  to the
request.

         (c) The undersigned  Company hereby  undertakes to supply by means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the registration statement when it became effective.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
has duly  caused  this  Registration  Statement  on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Province of British
Columbia, Canada, on the 11th day of February, 1997.

                                               ELEPHANT & CASTLE GROUP INC.

                                         By:  /s/ Jeffrey M. Barnett
                                              ----------------------
                                                  Jeffrey M. Barnett, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Jeffrey M. Barnett and Daniel DeBou, and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:
Signature                     Title                            Date
     ---------                     -----                            ----
/s/Jeffrey M. Barnett        Chairman of the Board              February 4, 1997
---------------------        President and
   Jeffrey M. Barnett        Director (Principal                   
                             Executive Officer)                                                    

                             
/s/Peter J. Barnett          Vice President                     February 4, 1997                      
-------------------          and Director  
   Peter J. Barnett

                             
/s/George W. Pitman          Vice President                     February 4, 1997                            
-------------------          and Director
   George W. Pitman

                             
/s/Daniel DeBou              Principal Financial                February 4, 1997
---------------              Officer and Principal                                
  Daniel DeBou               Accounting Officer

/s/William McEwen            Director                           February 4, 1997
-----------------
   William McEwen

/s/D. David Cohen            Director                           February 4, 1997
-----------------
   D. David Cohen

/s/Martin O'Dowd             Director                                     , 1997
----------------
   Martin O'Dowd

/s/David Wiederecht          Director                                     , 1997
-------------------
   David Wiederecht

/s/Anthony Mariani           Director                           February 4, 1997
------------------
   Anthony Mariani