April 13, 2005



Mail Stop 0305

Via U.S. Mail and Facsimile

Richard Bryant
Chief Executive Officer and President
Elephant & Castle Group, Inc.
1190 Hornby Street
Vancouver, B.C. Canada V6Z 2K5

RE:	Elephant & Castle Group, Inc.
	Form 10-K for the Fiscal Year Ended December 26, 2004

      File No. 1-12134

Dear Mr. Bryant:

Based upon an examination restricted solely to considerations of
the
Financial Statements, Management`s Discussion and Analysis, and
Selected Financial Data, the staff has the following comments on
the
above-referenced documents.  Where indicated, we think you should
revise your filing in response to these comments and comply with
the
remaining comments in all future filings.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
response.  In some of our comments, we may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Please respond to confirm that such comments will be complied
with,
or, if certain of the comments are deemed inappropriate by the
Company, advise the staff of the reason thereof.

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should
be
submitted in electronic form, under the label "corresp" with a
copy
to the staff.

* * * * *
As appropriate, please respond to these comments within 20
business
days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a cover letter with your amendment
that
keys your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

Form 10-K for the Fiscal Year Ended December 31, 2004

Item 6. Selected Financial Data

1. Please revise your filing to include selected financial data
for
each of your last five years, as required by Item 301(a) of
Regulation S-K.

2. Please revise your filing to present your data in the "selected
financial data section" also on the basis of any reconciliations
of
such data to United States generally accepted accounting
principles.
Refer to Instruction 6 of Item 301 of Regulation S-K.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

3. In future filings please expand your MD&A section to include an
introductory section or overview to provide a balanced, executive-
level discussion that identifies the most important themes or
other
significant matters with which management is concerned primarily
in
evaluating the company`s financial condition and operating
results. A
good introduction or overview would:

* Include economic or industry-wide factors relevant to the
company;
* Serve to inform the reader about how the company earns revenues
and
income, and generates cash;
* to the extent necessary or useful to convey this information,
discuss the company`s lines of business, locations, and principle
products and services ( but an introduction should not merely
duplicate disclosures in the Description of Business section); and
* provide insight into material opportunities, challenges and
risks,
such as those presented by known trends and uncertainties, on
which
the company`s executives are most focused for both the short and
long
term, as well as the actions they are taking to address these
opportunities, challenges and risks.
      See FR-72 for guidance.

4. We remind you that under existing MD&A disclosure requirements,
a
company should address material implications of uncertainties
associated with the methods, assumptions and estimates underlying
the
company`s critical accounting measurements. In this regard, please
revise future filings to include a "Critical Accounting Policies"
section within MD&A that includes, a discussion of your most
critical
accounting policies and estimates which appear to be impairment of
long-lived assets and your valuation allowance for the deferred
tax
assets. Your discussion should address the factors as to how you
arrived at the estimate(s), how accurate the estimate/assumption
has
been in the past, how much the estimate/assumptions has changed in
the past and whether the estimate/assumptions is reasonably likely
to
change in the future. Additionally, you should consider the
following
when determining what other items should go in to your critical
accounting policy disclosure:

* the nature of the estimate or assumptions is material due to
levels
of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change;
and
*  the impact of the estimates and assumptions on financial
condition
or operating performance is material.

Such disclosure should supplement, not duplicate, the description
of
accounting policies that are already disclosed in the notes to the
financial statements. See FR-72 for guidance.

5. Please revise your filing to include a tabular disclosure of
your
contractual obligations as of the most recent balance sheet date
presented, as required by Item 303(a)(5) of Regulation S-K.

Item 7A Quantitative and Qualitative Disclosures about Market Risk

6. As it appears the Company has significant exposure to changes
in
foreign currency rates due to its Canadian operations, please
revise
to include the disclosures with respect to this market risk
outlined
in Item 305(a) of Regulation S-K. Note that the disclosures
provided
should be presented in one of the suggested formats outlined in
Item
305(a) (i), (ii) or (iii) of Regulation S-K.





Item 8. Financial Statements

Consolidated Statement of Operations, page 4

7. Please revise future filing to present separately revenue and
costs related to franchisor-owned restaurants from revenue and
costs
related to franchised restaurants or disclose why it is not
practicable to do so. Also if there were significant changes in
franchisor-owned outlets or franchised outlets during the year,
the
number of (a) franchises sold, (b) franchises purchased during the
year, (c) franchised outlets in operation, and (d) franchisor-
owned
outlets in operation should be disclosed.  As part of your
response,
please provide us with your proposed disclosure. Refer to the
guidance in SFAS No. 45.

Note 2(l). Summary of Significant Accounting Policies, page 10

8. Please revise future filing to include the disclosures required
by
SFAF No. 148 paragraph 2(e) (c) for all periods for which a
statement
of operations is presented. Also refer to paragraph B11 and B13 of
SFAS No. 148 for further guidance. As part of your response,
please
provide us with your proposed disclosure.

Note 3. Property, Plant and Equipment, page 11

9. We note from your disclosure that your 2004 accumulated
deprecation balance increased significantly in comparison to 2003
and
the increase was not proportionate to the increase in total PP&E
cost
between the above mentioned comparable years. Given the magnitude
of
this increase, please explain in further detail the specific
nature
and timing of the events or circumstances that contributed to this
increase. As part of your response, you should quantify the dollar
impact of each component that contributed to your accumulated
depreciation balance increase. If some or all of the increase was
due
to a change in estimate of useful lives and / or salvage value of
your property, plant and equipment, please revise Note 2(c) to
disclose all the relevant details of this fact (i.e. revised
estimated useful lives etc.). Additionally, revise Note 16 to
include
the disclosures required by APB No. 20, as applicable.

Note 6. Financing Structure, page 12

10. We note from your disclosure that in consideration for the
surrender of US$3,900,000 of the existing Senior Notes, the
surrender
of US$5,000,000 of the existing Junior Notes and the waiver of
US$1,209,000 of accrued interest on these Notes that you issued
US$4,204,000 of new Secured 14 % Notes, 3,653,972 of US $ 1.63
preferred shares (with an aggregate value of US$5,955,974) and a
warrant to purchase 1,750,000 shares of common stock. Based on the
above it appears that a debt extinguishment gain or loss should
have
been recognized for U.S. GAAP purposes.  However, we note that no
debt extinguishment gain or loss has been disclosed in the
statement
of operations or in the U.S. GAAP reconciliation included in Note
16.
In this regard, please fully and clearly explain to us why you
concluded that there was no gain or loss associated with this
extinguishment of debt for U.S. GAAP purposes.   If you believe
the
fair value of the consideration issued in exchange for the debt
obligations repaid was equal to the amount of debt obligations
repaid, explain your basis for this conclusion. We may have
further
comments upon receipt of your response.

11. We note from your disclosure that you entered into a credit
agreement with Crown, pursuant to where you borrowed CDN
$5,000,000
(US $4,066,000). We also note that in connection with making this
loan you also granted Crown warrants to purchase both common and
preferred stock. We further note that your disclosure in Note 7
reflects the entire amount of US $4,066,000 as the balance in
long-
term debt associated with the Crown loan. Based on the above and
the
disclosures provided in Note 16, it appears that you did not
assign a
value to the aforementioned detachable warrants, and in-turn not
recognizing a discount on the respective debt, as required by
paragraph 16 and 17 of APB No.14.  In this regard, please fully
and
clearly explain to us your accounting as it relates to this
transaction for U.S. GAAP purposes or revise accordingly.

12. Please tell us whether the Series A Preferred shares provided
for
a beneficial conversion feature at the time they were issued under
US
GAAP, or more specifically, EITF 00-27, and explain your planned
accounting treatment with respect to any beneficial conversion
feature for US GAAP purposes.

13. Please tell us how the Company has or plans to account for the
arrangement under US GAAP with three senior managers of the
Company
where these parties will acquire 699,354 common shares and 487,196
preferred shares, representing 10% of outstanding shares of each
class of stock, in exchange for US $215,000. As part of your
response, please indicate how the purchase price for the shares to
be
acquired was determined and indicate whether any compensation
expense
will be recognized for US GAAP purposes. If not, please explain
why.
Additionally, explain the US GAAP treatment to be used for the
warrant to purchase an additional 5% of the Company`s common and
preferred shares in exchange for US $108,000 that was also issued
to
management.

14. Also, please explain why the number of warrants to acquire
common
and preferred shares as disclosed in Note 6(c) of 699,354 and
487,196
do not agree to the number of common and preferred stock warrants
issued to management as disclosed in the tables of outstanding
common
and preferred stock warrants indicated by (ii), (iii) and (vi) in
Note 8(h) of 899,767 and (i) in Note 8(i) of 295,799.

Note 8. Capital Stock, page 21

(f) Stock option plans
15. As required by paragraph 47(a) of SFAS 123, please revise
future
filings to disclose the number and weighted-average exercise
prices
of options that are exercisable at the end of the each year a
statement of operations is presented. Additionally revise your
filing
to include the disclosures required by paragraph 48 of SFAS No.
123.

(b)(i) Voting Rights

16. We note the disclosure indicating that the Series A Preferred
Shares have voting rights equal to the number of Common Shares
into
which the Series A Preferred Shares may be converted, or three
votes
per Series A Preferred Shares. Based on the number of Series A
Preferred Shares received by the GE Investment Private Placement
Partners II (GEIPPPII) in the transaction disclosed in Note 6, it
appears that GEIPPPII now has voting control over the Company`s
operations. Please revise future filings to clearly disclose the
nature of this control relationship in the notes to the Company`s
financial statements. Although your current disclosures in Note 6
indicate that GEIPPPII, Crown and Management have entered into an
inter-shareholder agreement, under which GEIPPPII can appoint two
nominees to the board of directors and Crown and management can
each
appoint one nominee to the board, it is not clear from  your
current
disclosures that GEIPPII has voting control over your operations.
Refer to the disclosure requirements of paragraph 2 of SFAS No.57.
If
you do not believe the Series A Preferred Shares provide GEIPPPII
with voting control over the Company`s operations, please explain
in
detail your basis for this conclusion.

(h) and (i) Common and Preferred Stock Warrants

17. Please tell us and revise the notes to your financial
statements
to explain in further detail the terms or restrictions associated
with the warrants granted to certain management shareholders,
Crown
and GEIPPPII on December 17, 2004. Your response and your revised
disclosure should also explain the date from which the warrants
are
first exercisable. Refer to the requirements of 4-08(i) of
Regulation
S-X. Additionally, please tell us and revise the notes to your
financial statements to explain how you valued and accounted for
the
warrants issued to each of these parties for both Canadian and US
GAAP purposes.  We may have further comment upon receipt of your
response.





Note 11. Commitments, page 24

18. In future filings, please revise the notes to the Company`s
financial statements to include the disclosures required by
paragraph
16c of SFAS No.13 with respect to the Company`s lease
arrangements.

Note 13. Income Taxes, page 26

19. In future filings please revise the notes to your financial
statements to include a reconciliation of the Company`s statutory
tax
rate to its effective tax rate for each period presented. Refer to
the requirements of paragraph 47 of SFAS No.109. Also, revise to
disclose the domestic and foreign components of your pre-tax
earnings. Refer to the requirements of Rule 4-08(h) of Regulation
S-
X.

Note 16. Differences Between Canadian and United States Generally
Accepted Accounting Principles (Canadian GAAP and US GAAP)
(b) Reconciliation of total assets, liabilities and shareholders`
equity (deficit), page 29
(c) Reconciliation of earnings (loss) reported in accordance with
Canadian GAAP and US GAAP, page 30

20. Revise to quantify the impact of each of the differences in
accounting between Canadian and US GAAP on the Company`s total
assets, liabilities and stockholders` equity for each period
presented. The reconciliation provided for each period should
separately show the impact that each difference in accounting had
on
your total assets, total liabilities and total stockholders`
equity
or deficit.

21. Revise Note 16 in future filings, to discuss the
classification
difference between Canadian and US GAAP with respect to the
impairment charge recognized with respect to the Company`s Calgary
AB
and Saskatoon SK restaurant locations during 2004. Since the
charge
relates to restaurants that are currently in operation, it appears
this charge should be classified as a component of income from
restaurant operations for US GAAP purposes.

22. Please revise your filing to include for each period for which
a
statement of operations is presented and required to be reconciled
to
generally accepted accounting principles in the United States,
either
a statement of cash flow prepared in accordance with generally
accepted accounting principles in the United States or with
International Accounting Standard No. 7.  Alternatively, furnish
in a
note to the financial statements a quantified description of the
material differences between cash or funds flows reported in the
primary financial statements and cash flows that would be reported
in
a statement of cash flows prepared in accordance with accounting
principles generally accepted in United States (U.S. GAAP).  This
disclosure should include but not be limited to non-cash investing
and financing activities, presentation of line items on a gross
rather than net basis, discussion of the differences in the
definition of "cash" and "cash equivalents", and discussion in
differences in cash flows statement classification.  Refer to the
guidance outlined in Item 17 (c) (iii) of Form 20-F.

23. Please revise to disclose those securities that could
potentially
dilute basic EPS in the future that were not included in the
computation of diluted EPS because to due so would have been
antidilutive for the periods presented.  Also, revise to include a
reconciliation of the weighted average shares used in your basic
and
diluted earnings per share computation. Refer to the requirements
of
paragraph 40 of SFAS No. 128.

Financial Statement Schedules

24. Please file financial statement schedule II for each period,
which an audited income statement is presented in the filing.
Among
other items that may be required, your schedule should include the
valuation allowance for deferred tax assets.  The schedule should
be
examined by your independent accountants.  Refer to Rule 5-04 of
Regulation S-X.

Other
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.


You may contact Jeff Jaramillo at (202) 824-5566 or Linda Cvrkel,
Branch Chief, at (202) 942-1936 if you have questions regarding
these
comments.  Please contact Max Webb, Assistant Director, at (202)
942-
1850 with any other questions.



							Sincerely,


							Linda Cvrkel
							Branch Chief


Via facsimile: Roger Sexton, Chief Financial Officer
		(604) 684-8595












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Richard Bryant
Elephant & Castle Group, Inc.
April 13, 2005
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