Filed Pursuant to Rule 424(b)(3)
                                                   Registration Number 333-63362

PROSPECTUS

                                 891,358 SHARES

                          CHICAGO PIZZA & BREWERY, INC.

                                  COMMON STOCK

                             NO PAR VALUE PER SHARE

This Prospectus covers the reoffer and resale by executive officers and
directors of Chicago Pizza & Brewery, Inc. (the "Company") of up to 891,358
shares of the Company's Common Stock, no par value ("Common Stock"). The
Common Stock offered hereby consists of (i) up to 230,000 shares which may be
issued in the future to directors of the Company upon exercise of options
under the Chicago Pizza & Brewery, Inc. 1996 Stock Option Plan; (ii) 330,679
shares which may be issued in the future upon exercise of options granted
pursuant to the Option Agreement dated December 20, 2000 between the Company
and Paul A. Motenko ("Option Agreement with Paul A. Motenko"); and (iii)
330,679 shares which may be issued in the future upon exercise of options
granted pursuant to the Option Agreement dated December 20, 2000 between the
Company and Jeremiah J. Hennessy ("Option Agreement with Jeremiah J.
Hennessy").

The Common Stock is quoted on the Nasdaq SmallCap Market System under the
trading symbol CHGO.

The Common Stock may be offered for sale from time to time in the market or
in privately negotiated transactions. The Company will not receive any
proceeds from the sale of these shares of Common Stock.

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

FOR INFORMATION REGARDING CERTAIN RISKS RELATING TO THE REGISTRANT, SEE "RISK
FACTORS" ON PAGES 4 TO 9 HEREOF.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS COMPLETE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is June 19, 2001.


                                       1




                                TABLE OF CONTENTS




                                                                    PAGE
                                                                    ----
                                                                 
WHERE YOU CAN FIND MORE INFORMATION..............................    3

FORWARD LOOKING STATEMENTS.......................................    4

THE COMPANY......................................................    4

RISK FACTORS.....................................................    5

SELLING STOCKHOLDERS.............................................    9

PLAN OF DISTRIBUTION.............................................    12

EXPERTS AND COUNSEL..............................................    13

USE OF PROCEEDS..................................................    13

INDEMNIFICATION OF DIRECTORS AND OFFICERS........................    13



                                       2




                      WHERE YOU CAN FIND MORE INFORMATION

The Company is required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. The Company's filings are
available to the public over the Internet at the SEC's home page located at
(http://www.sec.gov) or you may read and copy any document at the SEC Public
Reference Rooms located at:

     450 Fifth Street, N.W., Room 1024 Washington, D.C.  20549-1004;

     CitiCorp Center 500 W. Madison Street Suite 1400, Chicago, Illinois
     60661; and

     7 World Trade Center 13th Floor New York, New York 10048

Please call the SEC at 1-800-732-0330 for more information about the public
reference rooms and requesting documents.

The SEC allows the Company to "incorporate by reference" in this prospectus
the information the Company files with them, which means the Company can
refer you to important information without restating it in this prospectus.
The information incorporated by reference is an important part of this
prospectus, and information that the Company files later with the SEC will
automatically update and supersede this information. The Company incorporates
by reference the documents listed below and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act:

1. The Company's Proxy Statement for the Annual Meeting of Stockholders to be
held July 18, 2001;

2. The Company's Annual Report on Form 10-K for the year ended December 31,
2000, as amended by the Amendment to Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2000 as filed with the Commission on April 30,
2001;

3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form SB-2 filed with the Commission on June 28,
1996, as amended by the Company's Registration Statement on Form SB-2/A filed
with the Commission on August 1, 1996 and the Company's Registration
Statement on Form SB-2/A filed with the Commission on August 22, 1996 (File
No. 333-5182-LA).

You may request a copy of any or all of these filings, free of charge, by
writing or telephoning the Company at the following address:

Chicago Pizza & Brewery, Inc., 16162 Beach Boulevard, Suite 100, Huntington
Beach, CA 92647 (714) 848-3747

You may also direct your requests via e-mail to dianne@bjsbrewhouse.com.


                                       3




You should rely only on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. The Company has not
authorized anyone else to provide you with different information. The Company
is not making an offer of the shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any supplement is accurate as of any other date than the date on the front of
those documents.

                           FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this Prospectus
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, those set forth in this
Prospectus, including under the caption "Risk Factors." Given these
uncertainties, prospective investors are cautioned not to place undue
reliance on such forward-looking statements. The Company disclaims any
obligation to update any such statements or to publicly announce any updates
or revisions to any of the forward-looking statements contained herein to
reflect any change in the Company's expectation with regard thereto or any
change in events, conditions, circumstances or assumptions underlying such
statements.

                                  THE COMPANY

Chicago Pizza & Brewery, Inc. owns and operates 27 restaurants located in
Southern California, Oregon and Colorado and has a licensed restaurant in
Lahaina, Maui. Each of these restaurants is operated as either a BJ's
Restaurant & Brewery, a BJ's Pizza & Grill, a BJ's Restaurant & Brewhouse or
a Pietro's Pizza restaurant. The menu at the BJ's restaurants feature BJ's
award-winning, signature deep-dish pizza, BJ's own hand-crafted beers as well
as a great selection of appetizers, entrees, pastas, sandwiches, specialty
salads and desserts. The five BJ's Restaurant & Brewery restaurants feature
in-house brewing facilities where BJ's hand-crafted beers are produced. The
six Pietro's Pizza restaurants serve primarily Pietro's thin-crust pizza in a
very casual, counter-service environment.

The Company's fundamental business strategy is to grow through the additional
development and expansion of the BJ's brand. In addition to developing new
BJ's restaurant and brewery operations, the Company plans to pursue
acquisition opportunities which may involve conversion to the BJ's concept or
the operation of additional complementary concepts. For a more detailed
description of the Company's operations, see the Company's description of
business in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

The Company was incorporated in California on October 1, 1991. The Company's
principal executive offices are located at 16162 Beach Boulevard, Suite 100,
Huntington Beach, CA 92647; its telephone number is (714) 848-3747.


                                       4




                                 RISK FACTORS

AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK AND IMMEDIATE SUBSTANTIAL DILUTION. IN ADDITION TO THE OTHER INFORMATION
CONTAINED HEREIN OR INCORPORATED HEREIN BY REFERENCE, PROSPECTIVE INVESTORS
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE MAKING AN
INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS.

DILUTIVE EVENT AS A RESULT OF SALES OF ADDITIONAL STOCK. The Company entered
into an agreement on February 22, 2001 to sell an aggregate of 800,000 shares
of Common Stock to William Tilley and the Jacmar Companies ("Jacmar") at
$2.50 per share on or before April 30, 2001. The sale closed on April 30,
2001. As a result of this and prior purchases of stock by Jacmar and its
affiliates, Jacmar now owns 57.4% of the Company's outstanding stock. In
addition, the Company has agreed to issue and sell to another Jacmar
affiliate up to an additional 3.2 million shares at $2.50 per share on or
before August 15, 2001. The exact amount of shares to be purchased of the 3.2
million shares the Company has made available and the date of purchase are to
be determined by the Jacmar affiliate, provided that the Company's obligation
to sell the shares expires on August 15, 2001. The sale of the up to 3.2
million shares is subject to a shareholder vote and the receipt of a
favorable fairness opinion. If all or a substantial amount of the 3.2 million
of new shares are purchased by the Jacmar affiliate, this transaction will
substantially dilute the public ownership of shares in the Company.

LACK OF DIVERSIFICATION. The Company currently intends to operate primarily
full service restaurants and brew-pubs only. As a result, changes in consumer
preferences, including changes in consumer preferences away from restaurants
of the type operated by the Company, may have a disproportionate and
materially adverse impact on the Company's business, operating results and
prospects.

POTENTIAL NEED FOR ADDITIONAL FINANCING. In February 2001, the Company
entered into an agreement with a bank for a collateralized credit facility
for a maximum amount of $8,000,000 (the "Credit Facility"). There was an
initial funding of $4,000,000 to replace an existing loan on terms more
favorable to the Company. The funded term loan portion of the facility bears
interest at 2.0 percent per annum in excess of the bank's LIBOR rate. The
rates keyed to LIBOR are fixed for various lengths of time at the Company's
option. Current indebtedness bears an interest rate of 7.15%. Although the
Company anticipates that the Credit Facility will be sufficient to fund the
Company's cash requirements to fund expansion on an as-needed basis and
operation of its existing restaurants, there is no assurance that such
anticipation will prove to be accurate or that unbudgeted costs will not be
incurred. Future events, including the problems, delays, additional expenses
and difficulties frequently encountered in the expansion and conversion of
facilities, as well as changes in economic, regulatory or competitive
conditions, may lead to cost increases that could make the funds available
under the Credit Facility insufficient to fund the Company's operations in
which case the Company would require additional financing. There can be no
assurance that the Company will be able to obtain such additional financing,
or that such additional financing will be available on terms acceptable to
the Company and at the times required by the Company. Failure to obtain such
financing may adversely impact the growth, development or general operations
of the Company. If, on the other hand, such financing can be obtained, it may
result in additional leverage or dilution of existing shareholders.

UNCERTAIN ABILITY TO MANAGE GROWTH AND CONVERSIONS. A significant element of
the Company's business plan is to expand through the location of sites that
provide opportunities for new construction or conversion of existing
restaurants. For example, during 2000, the Company opened BJ's


                                       5




Restaurant & Brewhouses in Valencia, California, Burbank, California and
Huntington Beach, California in March, June and October, respectively, and a
BJ's Restaurant & Brewery in West Covina, California in August. The Company
anticipates opening a BJ's Restaurant & Brewhouse in Irvine, California in
late summer 2001 and a BJ's Restaurant & Brewery in Chandler, Arizona in fall
2001, and is in negotiations for additional sites in California and Arizona.
The Company's ability to successfully convert recently acquired restaurants
and to expand will depend on a number of factors, including the selection and
availability of suitable locations, the hiring and training of sufficiently
skilled management and other personnel, the availability of adequate
financing, distributors and suppliers, the obtaining of necessary
governmental permits and authorizations, and contracting with appropriate
development and construction firms, some of which are beyond the control of
the Company. There is no assurance that the Company will be able to
successfully convert recently acquired restaurants or to open any new
restaurants and/or brew-pubs, or that any new restaurants and/or brew-pubs
will be opened at budgeted costs or in a timely manner, or that such
restaurants can be operated profitably.

LIMITATIONS AND VULNERABILITY AS A RESULT OF GEOGRAPHIC CONCENTRATION OF
MANAGEMENT'S EXPERIENCE. Management's experience is limited to operating
restaurants in Southern California, Oregon and one restaurant in Boulder,
Colorado. Because the Company's Management has limited operating experience
outside of Southern California and Oregon, there is no assurance that the
Company will be successful in other geographic areas. For example, the
Company's experience with construction and development outside the Southern
California and Oregon areas is limited, which may increase associated risks
of development and construction as the Company expands outside these areas.
Expansion to other geographic areas may require substantially more funds for
advertising and marketing since the Company will not initially have name
recognition or word of mouth advertising available to it in areas outside of
Southern California. The centralization of the Company's management in
Southern California may be a problem in terms of its current and future
expansion to new geographic areas, because the Company lacks experience with
local distributors, suppliers and consumer factors and other issues as a
result of the distance between the Company's main headquarters and its
restaurant sites. These factors could impede the growth of the Company.

GEOGRAPHIC CONCENTRATION OF COMPANY'S OPERATIONS. The Company's operations
are concentrated in Southern California and Oregon. Adverse economic
conditions in any of these areas could adversely impact the Company.

RESTAURANT INDUSTRY COMPETITION. The restaurant industry is intensely
competitive with respect to price, service quality, location, ambiance and
food quality, both within the casual dining field and in general. As a
result, the rate of failure for restaurants is very high, and the business of
owning and operating restaurants involves greater risks than for businesses
generally. There are many competitors of the Company in the casual dining
segment that have substantially greater financial and other resources than
the Company and may be better established in those markets where the Company
has opened or intends to open restaurants. There is no assurance that the
Company will be able to compete successfully with its competitors.

SIGNIFICANT IMPACT OF BEER AND LIQUOR REGULATIONS. The Company is required to
operate in compliance with federal licensing requirements imposed by the
Bureau of Alcohol, Tobacco and Firearms of the United States Department of
Treasury, as well as the licensing requirements of states and municipalities
where its restaurants are or will be located. Failure to comply with federal,
state or local regulations could cause the Company's licenses to be revoked
and force it to cease the brewing and/or sale of alcoholic beverages at its
restaurants. Additionally, state liquor laws may prevent or impede the
expansion of the Company's restaurants into certain markets. The liquor laws
of certain states prevent the Company from selling at wholesale the beer
brewed at its restaurants. Any difficulties, delays or failures


                                       6




in obtaining such licenses, permits or approvals could delay or prevent the
opening of a restaurant in a particular area.

DEPENDENCE UPON CONSUMER TRENDS. The Company's restaurants are, by their
nature, dependent upon consumer trends with respect to the public's tastes,
eating habits (including increased awareness of nutrition), public perception
toward alcohol consumption and discretionary spending priorities, all of
which can shift rapidly. In general, such trends are significantly affected
by many factors, including the national, regional or local economy, changes
in area demographics, public perception and attitudes, increases in regional
competition, food, liquor and labor costs, traffic patterns, weather, natural
disasters and the availability and relative cost of automobile fuel. Any
negative change in any of the above factors could negatively affect the
Company and its operations.

DEPENDENCE ON KEY PERSONNEL. As of the date of this Prospectus there are two
members of senior Management of the Company: Paul Motenko, who serves as
Co-Chief Executive Officer, Chairman of the Board, Vice President and
Secretary of the Company; and Jeremiah J. Hennessy, who serves as Co-Chief
Executive Officer, Chief Operating Officer and Director of the Company. The
Company currently has employment agreements with Mr. Motenko and Mr.
Hennessy. The Company's success depends to a significant extent on the
performance and continued service of its senior management and certain key
employees. Competition for employees with such specialized training is
intense and there can be no assurance that the Company will be successful in
retaining such personnel. In addition, there can be no assurance that
employees will not leave the Company or compete against the Company. The
Company currently has $500,000 in key person life insurance for each of Mr.
Motenko and Mr. Hennessy. If the services of any members of Management become
unavailable for any reason, it could affect the Company's business and
prospects adversely.

RISKS ASSOCIATED WITH LEASED PROPERTIES. The Company's 27 restaurants are all
on leased premises. Certain of these leases expire in the near term and there
is no automatic renewal or option to renew. No assurance can be given that
leases can be renewed, or, if renewed, rents will not increase substantially,
either of which could adversely affect the Company. Other leases are subject
to renewal at fair market value, which could involve substantial rent
increases. In addition, there is a potential eminent domain proceeding
against one of the Company's restaurants in Oregon which, if completed, could
require the Company to close the restaurant and lose its potential revenues
and investment therein.

PIETRO'S ACQUISITION OUT OF BANKRUPTCY. The Company acquired 26 restaurants
pursuant to a plan of reorganization filed by Pietro's Corporation with the
U.S. Bankruptcy Court. The Company has since sold or closed fifteen of the 26
restaurants. The Company currently plans to retain four of the remaining five
Pietro's restaurants converted to the BJ's concept and four of the six
remaining Pietro's restaurants. Pietro's Corporation was unable to operate
its restaurants on a profitable basis, and there is no assurance that the
Company will be able to operate these restaurants on a profitable basis in
the future. At March 31, 2001, the Company had a reserve of $1,348,000 to
cover probable costs associated with the anticipated closing or sale of three
additional Northwest restaurants.

INCREASES IN FOOD COSTS. The Company's gross margins are highly sensitive to
changes in food costs, which sensitivity requires Management to be able to
anticipate and react to such changes. Various factors beyond the Company's
control, including adverse weather, labor strikes and delays in any of the
restaurants' frequent deliveries, may negatively affect food costs, quality
and availability. While in the past, Management has been able to anticipate
and react to increasing food costs through, among other things, purchasing
practices, menu changes and price adjustments, there can be no assurance that
it will be able to do so in the future.


                                       7




INCREASE IN MINIMUM WAGE. Effective September 1, 1997, the federal minimum
wage was increased to $5.15. As of the date of this Prospectus, there are two
bills in Congress increasing the Federal Minimum Wage by $1.00 over the next
3 years. In addition, California and Oregon recently passed initiatives which
increased the state minimum wages to $5.75 and $6.50 respectively. A
substantial majority of employees working in restaurants operated by the
Company receive salaries equal to the federal minimum wage and an increase in
the minimum wage is expected to increase the operating expenses of the
Company.

POTENTIAL UNINSURED LOSSES. The Company has comprehensive insurance,
including general liability, fire and extended coverage, which the Company
considers adequate. However, there are certain types of losses which may be
uninsurable or not economically insurable. Such hazards may include
earthquake, hurricane and flood losses. While the Company currently maintains
limited earthquake coverage, it may not be economically feasible to do so in
the future. If such a loss should occur, the Company would, to the extent
that it is not covered for such loss by insurance, suffer a loss of the
capital invested in, as well as anticipated profits and/or cash flow from,
such damaged or destroyed properties. Punitive damage awards are generally
not covered by insurance; thus, any awards of punitive damages as to which
the Company may be liable could adversely affect the ability of the Company
to continue to conduct its business, to expand its operations or to develop
additional restaurants. There is no assurance that any insurance coverage
maintained by the Company will be adequate, that it can continue to obtain
and maintain such insurance at all or that the premium costs will not rise to
an extent that they adversely affect the Company or the Company's ability to
economically obtain or maintain such insurance.

TRADEMARK AND SERVICEMARK RISKS. The Company's registered trademarks and
service marks include, among others, the word mark "BJ's Chicago Pizzeria",
and the Company's stylized logo which includes the words "BJ's Pizza, Grill,
Brewery". In addition, the Company has registered the word marks "BJ'S,"
"Tatonka" and "Harvest Hefeweizen" for its proprietary beer and "Pizookie"
for its proprietary dessert. The Company has also filed for word marks, with
registration pending, for ""BJ's Restaurant & Brewery," "BJ's Restaurant &
Brewhouse" and "BJ's Pizza & Grill" and has registered all of its marks with
the United States Patents and Trademark Office. Management believes that the
trademarks, service marks and other proprietary rights have significant value
and are important to the Company's brand-building effort and the marketing of
its restaurant concepts, however, there are other restaurants using the name
BJ's throughout the United States. The Company has in the past, and expects
to continue to, vigorously protect its proprietary rights. Management cannot
predict, however, whether steps taken by the Company to protect its
proprietary rights will be adequate to prevent misappropriation of these
rights or the use by others of restaurant features based upon, or otherwise
similar to, the Company's concept. It may be difficult for the Company to
prevent others from copying elements of its concept and any litigation to
enforce its rights will likely be costly.

EFFECTS OF COMPLIANCE WITH GOVERNMENT REGULATION. The Company is subject to
various federal, state and local laws, rules and regulations affecting its
businesses and operations. Each of the Company's restaurants is and shall be
subject to licensing regulation and reporting requirements by numerous
governmental authorities which may include alcoholic beverage control,
building, land use, environmental protection, health and safety and fire
agencies in the state or municipality in which the restaurant is located.
Difficulties in obtaining or failures to obtain the necessary licenses or
approvals could delay or prevent the development or operation of a given
restaurant or limit, as with the inability to obtain a liquor or restaurant
license, its products and services available at a given restaurant. Any
problems which the Company may encounter in renewing such licenses in one
jurisdiction may adversely affect its licensing status on a federal, state or
municipal level in other relevant jurisdictions.


                                       8




NO DIVIDENDS. It is the current policy of the Company that it will retain
earnings, if any, for expansion of its operations, remodeling or conversion
of existing restaurants and other corporate purposes and it will not pay any
cash dividends in respect of the Common Stock in the foreseeable future.

NO ASSURANCE OF CONTINUED NASDAQ INCLUSION. In order to qualify for continued
listing on Nasdaq, a company, among other things, must have $2,000,000 in
total assets, $1,000,000 in capital and surplus and a minimum bid price of
$1.00 per share. If the Company is unable to satisfy the maintenance
requirements for quotation on Nasdaq, of which there can be no assurance, it
is anticipated that the Common Stock would be quoted in the over-the-counter
market National Quotation Bureau ("NQB") "pink sheets" or on the NASD OTC
Electronic Bulletin Board. As a result, an investor may find it more
difficult to dispose of, or obtain accurate quotations as to the market price
of the Common Stock which may materially adversely affect the liquidity of
the market of the Common Stock.

POSSIBLE ADVERSE IMPACT OF PENNY STOCK REGULATION. If the Common Stock is
delisted from Nasdaq, it might be subject to the low-priced security or
so-called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities. For any transaction
involving a penny stock the rules require, among other things, the delivery,
prior to the transaction, of a disclosure schedule required by the Commission
relating to the penny stock market. The broker dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements must be sent disclosing recent price information for the penny
stocks held in the customer's account. Although the Company believes that the
Common Stock is not a penny stock due to its continued listing on Nasdaq, in
the event the Common Stock subsequently becomes characterized as a penny
stock, the market liquidity for the Common Stock could be severely affected.
In such an event, the regulations relating to penny stocks, could limit the
ability of broker-dealers to sell the Common Stock and, thus, the ability of
purchasers in this offering to sell their Common Stock in the secondary
market.

THE ABOVE RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE
OTHER INFORMATION IN THIS PROSPECTUS AND INFORMATION INCORPORATED HEREIN BY
REFERENCE BEFORE PURCHASING THE SECURITIES OFFERED HEREBY. EXCEPT FOR THE
HISTORICAL INFORMATION CONTAINED HEREIN OR INCORPORATED HEREIN BY REFERENCE,
THE DISCUSSION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF THE COMPANY'S PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS
PROSPECTUS AND INCORPORATED BY REFERENCE HEREIN SHOULD BE READ AS BEING
APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN
OR ARE INCORPORATED HEREIN BY REFERENCE INTO THIS PROSPECTUS. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HERE OR
INCORPORATED HEREIN BY REFERENCE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO
SUCH DIFFERENCES INCLUDE THOSE DISCUSSED ABOVE, AS WELL AS THOSE DISCUSSED
ELSEWHERE HEREIN OR INCORPORATED HEREIN BY REFERENCE.

                             SELLING STOCKHOLDERS

This prospectus relates to the possible offer and sale of shares acquired by
the Selling Stockholders named below through the exercise of the options
granted under the Company's 1996 Stock Option Plan, the Option Agreement with
Paul A. Motenko and the Option Agreement with Jeremiah J. Hennessy. Each of
the Selling Stockholders is an executive officer or director of the Company.
The following table sets forth the


                                       9




names of such executive officers and directors who may be Selling
Stockholders from time to time, along with the number of shares of Common
Stock available that they can acquire through the Plan and the number of
shares offered for sale hereby. The address for each Selling Stockholder is
c/o Chicago Pizza & Brewery, Inc., 16162 Beach Boulevard, Suite 100,
Huntington Beach, CA 92647. The number of shares offered for sale by such
individuals may be updated in supplements to this Prospectus, which will be
filed with the SEC in accordance with Rule 424(b) under the Securities Act,
as amended, as may be necessary.

                   Number of Options to Purchase Common Stock
                             Pursuant to Grants (1)



                                                                                   COMMON SHARES
                                       COMMON SHARES                             BENEFICIALLY OWNED
                                       BENEFICIALLY                              AFTER OFFERING (3)
NAME AND                               OWNED BEFORE     COMMON SHARES TO      -------------------------
RELATION TO COMPANY                    OFFERING (2)        BE OFFERED          NUMBER          PERCENT
- -------------------------------------------------------------------------------------------------------
                                                                                  

Stanley Schneider                      160,000 (4)            65,000             95,000           1.0%
Director

Barry Grumann                           70,000 (5)            65,000              5,000             *
Director

Mark James                              25,000 (6)            25,000                -0-             *
Former Director

Paul A. Motenko                        680,357 (7)           330,679            349,678           3.7%
Co-Chief Executive Officer,
Chairman of the Board,
Vice-President and Secretary

Jeremiah J. Hennessy                   661,357 (8)           330,679            330,678           3.5%
Co-Chief Executive Officer,
Chief Operating Officer and
Director

James A. Dal Pozzo                   7,283,058 (9)            25,000          7,258,058          77.5%
Director

Shann M. Brassfield                  6,092,858 (10)           25,000          6,067,858          64.8%
Director

Steven C. Leonard                       25,000 (11)           25,000                -0-             *
Director


*   Indicates less than one percent (1%).

   (1) Options granted under the 1996 Stock Option Plan, the Option Agreement
   with Paul A. Motenko and the Option Agreement with Jeremiah J. Hennessy
   have vested or shall vest and become exercisable pursuant to the specific
   terms and conditions of the agreements underlying such stock option grants.

   (2) In setting forth "beneficial" ownership, the rules of the Commission
   require that shares underlying currently exercisable options, including
   options which become exercisable within 60 days, held by a described person
   be treated as "beneficially" owned and further require that every person
   who has or shares the power to vote or to dispose of shares of stock be
   reported as a "beneficial" owner of all shares as to which any such sole or
   shared power exists. As a consequence, shares which are not yet


                                      10




   outstanding are, if obtainable upon exercise of an option which is
   exercisable or will become exercisable within sixty (60) days, nevertheless
   treated as "beneficially" owned by the designated person, and several
   persons may be deemed to be the "beneficial" owners of the same securities
   if they share the power to vote or dispose of them.

   (3) Based on 9,359,679 shares of Common Stock, consisting of 8,458,321
   shares of Common Stock issued and outstanding on June 11, 2001, and 901,358
   shares of Common Stock to be offered in connection with the offering
   described in this Prospectus, assuming with respect to each listed
   beneficial owner, (i) the exercise or conversion of any option held by each
   such owner exercisable or convertible within 60 days, (ii) the exercise or
   conversion of any option held by each such owner included in this
   prospectus, and (iii) the beneficial owner sells all of the shares of
   Common Stock registered herein.

   (4) Consists of 25,000 shares of Common Stock owned by Mr. Schneider,
   70,000 shares of Common Stock issuable upon exercise of warrants
   beneficially owned by Mr. Schneider and 65,000 shares of Common Stock
   issuable upon exercise of options granted to Mr. Schneider pursuant to the
   1996 Plan.

   (5) Consists of 5,000 shares of Common Stock which are held in a
   Professional Corporation Money Purchase Plan of which Mr. Grumman is the
   beneficiary and 65,000 shares of Common Stock issuable upon exercise of
   options granted to Mr. Gruman pursuant to the 1996 Plan.

   (6) Consists of 25,000 shares of Common Stock issuable upon exercise of
   options granted to Mr. James pursuant to the 1996 Plan.

   (7) Consists of 349,678 shares of Common Stock owned by Mr. Motenko and
   330,679 shares of Common Stock issuable upon exercise of options granted to
   Mr. Motenko pursuant to the Option Agreement with Paul Motenko.

   (8) Consists of 330,678 shares of Common Stock owned by Mr. Hennessy and
   330,679 shares of Common Stock issuable upon exercise of options granted to
   Mr. Hennessy pursuant to the Option Agreement with Jeremiah Hennessy.

   (9) Consists of (i) 2,867,858 shares held of record by BJ Chicago, LLC,
   (ii) 1,190,200 shares held of record by The Jacmar Companies, (iii) 25,000
   shares of Common Stock issuable upon exercise of options granted to Mr. Dal
   Pozzo pursuant to the 1996 Plan of which 12,500 are currently exercisable
   and 12,500 shall vest and become exercisable pursuant to the specific terms
   and conditions of the agreement underlying such stock option grant, and
   (iv) 3,200,000 shares of Common Stock issuable upon exercise of an option
   granted to BJ Chicago LLC on or before August 15, 2001, subject to approval
   of the shareholders of the Company at the Company's Annual Meeting to be
   held July 18, 2001 and the receipt of a favorable fairness opinion which
   was issued by Houlihan Smith & Company Inc. on April 16, 2001. Mr. Dal
   Pozzo is an executive officer and director of The Jacmar Companies, which
   owns 50% of BJ Chicago LLC.

   (10) Consists of (i) 2,867,858 shares held of record by BJ Chicago, LLC ,
   (ii) 25,000 shares of Common Stock issuable upon exercise of options
   granted to Mr. Brassfield pursuant to the 1996 Plan of which 12,500 are
   currently exercisable and 12,500 shall vest and become exercisable pursuant
   to the specific terms and conditions of the agreement underlying such stock
   option grant, and (iii) 3,200,000 shares of Common Stock issuable upon
   exercise of an option granted to BJ Chicago LLC on or before August 15,
   2001, subject to approval of the shareholders of the Company at the
   Company's Annual Meeting to be held July 18, 2001 and the receipt of a
   favorable fairness opinion which was issued by


                                      11





   Houlihan Smith & Company Inc. on April 16, 2001. Mr. Brassfield is an
   executive officer and director of Golden Resorts, Inc., which owns 50%
   of BJ Chicago LLC.

   (11) Consists of 25,000 shares of Common Stock issuable upon exercise of
   options granted to Mr. Leonard pursuant to the 1996 Plan of which 12,500
   are currently exercisable and 12,500 shall vest and become exercisable
   pursuant to the specific terms and conditions of the agreement underlying
   such stock option grant.

                              PLAN OF DISTRIBUTION

The Selling Stockholders may sell shares of Common Stock being registered
pursuant to the registration statement of which this Prospectus is a part
(collectively, the "Registered Securities") from time to time in transactions
(which may include block transactions by or for the account of the Selling
Stockholders) in the over-the-counter market or in negotiated transactions,
through the writing of options on the Registered Securities, through a
combination of such methods of sale, or otherwise. Sales may be made at fixed
prices which may be changed, at market prices prevailing at the time of sale,
or at negotiated prices. If any Selling Stockholder sells his, her or its
Registered Securities, or options thereon, pursuant to this Prospectus at a
fixed price or at a negotiated price which is, in either case, other than the
prevailing market price or in a block transaction to a purchaser who resells,
or if any Selling Stockholder pays compensation to a broker-dealer that is
other than the usual and customary discounts, concessions or commissions, or
if there are any arrangements either individually or in the aggregate that
would constitute a distribution of the Registered Securities, a post-
effective amendment to the Registration Statement of which this Prospectus is
a part would need to be filed and declared effective by the Securities and
Exchange Commission before such Selling Stockholder could make such sale, pay
such compensation or make such a distribution. The Company is under no
obligation to file a post-effective amendment to the Registration Statement
of which this Prospectus is a part under such circumstances.

The Company will not receive any proceeds from the sale of the Registered
Securities by the Selling Stockholders. The Selling Stockholders may effect
transactions in their Registered Securities by selling their securities
directly to purchasers, through broker-dealers acting as agents for the
Selling Stockholders or to broker-dealers who may purchase the Selling
Stockholders' Securities as principals and thereafter sell such securities
from time to time in the over-the-counter market, in negotiated transactions,
or otherwise. Such broker-dealers, if any, may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers for whom such broker-dealers may act as agents or to
whom they may sell as principals or both. The Selling Stockholders and
broker-dealers, if any, acting in connection with such sales might be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities
Act and any commission received by them and any profit on the resale of such
securities might be deemed to be underwriting discounts and commissions under
the Securities Act.

The Selling Stockholders have been advised that during the time each is
engaged in distribution of the securities covered by this Prospectus, each
must comply with Regulation M under the Securities Exchange Act of 1934, as
amended, and pursuant thereto: (i) shall not engage in any stabilization
activity in connection with the Company's securities; (ii) shall furnish each
broker through which securities covered by this Prospectus may be offered the
number of copies of this Prospectus which are required by each broker; and
(iii) shall not bid for or purchase any securities of the Company or attempt
to induce any person to purchase any of the Company's securities other than
as permitted under the Securities Exchange Act of 1934, as amended. Any
Selling Stockholders who may be "affiliated purchasers" of the Company as
defined in Regulation M have been further advised that they must coordinate
their sales under this Prospectus with each other and the Company for
purposes of Regulation M.


                                      12



Under applicable rules and regulations under the Exchange Act of 1934, as
amended, any person engaged in a distribution of these shares may not
simultaneously engage in certain activities with respect to such shares prior
to the commencement of such distribution. In addition to, and without
limiting the foregoing, each of the Selling Stockholders and any other person
participating in a distribution will be subject to the applicable provisions
of the Exchange Act.

                              EXPERTS AND COUNSEL

No expert named in the Registration Statement as having prepared or certified
any part thereof or the Company's counsel named as having given an opinion on
the validity of the securities registered or other legal matters in
connection with the registration or offering of such securities was employed
for such purpose on a contingent basis. No expert or counsel had or is to
receive a substantial direct or indirect interest in the Company or any of
the Company's subsidiaries in connection with the offering. No expert or
counsel was connected to the Company or its subsidiaries as a promoter,
underwriter, voting trustee, director, officer or employee.

                                USE OF PROCEEDS

The Company is not able to predict when, if ever, any or all of these shares
will be offered or sold. Therefore, the Company cannot estimate the net
proceeds from the sale of these shares. The Company will not receive any of
the proceeds from such sale.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to provisions of the California General Corporation Law, the
Articles of Incorporation of the Company, as amended, include a provision
which eliminates the personal liability of its directors to the Company and
its shareholders for monetary damage to the fullest extent permissible under
California law. This limitation has no effect on a director's liability (i)
for acts or omissions that involve intentional misconduct or a knowing and
culpable violation of law, (ii) for acts or omissions that a director
believes to be contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard
for the director's duty to the Company or its shareholders in circumstances
in which the director was aware, or should have been aware, in the ordinary
course of performing his or her duties, of a risk of a serious injury to the
Company or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Company or its shareholders, (vi) under Section 310 of
the California General Corporation Law (concerning contracts or transactions
between the Company and a director) or (vii) under Section 316 of the
California General Corporation Law (concerning directors' liability for
improper dividends, loans and guarantees). The provision does not eliminate
or limit the liability of an officer for any act or omission as an officer,
notwithstanding that the officer is also a director or that his actions, if
negligent or improper, have been ratified by the Board of Directors. Further,
the provision has no effect on claims arising under federal or state
securities or blue sky laws and does not affect the availability of
injunctions and other equitable remedies available to the Company's
shareholders for any violation of a director's fiduciary duty to the Company
or its shareholders.


                                      13



The Company's Articles of Incorporation authorize the Company to indemnify
its officers, directors and other agents to the fullest extent permitted by
California law. The Company's Articles of Incorporation also authorize the
Company to indemnify its officers, directors and agents for breach of duty to
the corporation and its shareholders through bylaw provisions, agreements or
both, in excess of the indemnification otherwise provided under California
law, subject to certain limitations. The Company has entered into
indemnification agreements with certain directors and officers whereby the
Company will indemnify each such person (an "indemnitee") against certain
claims arising out of certain past, present or future acts, omissions or
breaches of duty committed by an indemnitee while serving in his employment
capacity. Such indemnification does not apply to acts or omissions which are
knowingly fraudulent, deliberately dishonest or arise from willful
misconduct. Indemnification will only be provided to the extent that the
indemnitee has not already received payments in respect of a claim from the
Company or from an insurance company. Under certain circumstances, such
indemnification (including reimbursement of expenses incurred) will be
allowed for liability arising under the Securities Act.

The Company has purchased directors' and officers' liability insurance policy
insuring directors and officers of the Company.




                                      14