SecProbe.io

Mail Stop 3561

August 24, 2005

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
Amendment No.1 to Form 10-K for the Fiscal Year Ended
December 26, 2004
   From 10-Q for the Quarterly Period Ended March 27, 2005
   Form 10-Q for the Quarterly Period Ended June 26, 2005

File No. 1-12134

Dear Mr. Bryant:

We have reviewed your response letter dated May 12, 2005 and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Richard Bryant
Elephant & Castle Group, Inc.
August 24, 2005
Page 2

Form 10-K for the Fiscal Year Ended December 26, 2004

Item 6. Selected Financial Data

1. Based on our review of the proposed disclo sures provided in your response to our
prior comment number 2, we note that va rious US GAAP amounts presented in
these proposed disclosures do not agree to  the proposed disclosures provided in
response to our prior comme nt numbers 20, 21 and 22. Please ensure that all of
your revised US GAAP information reflected in your Selected Financial Data is in
agreement with the revised disclosures provided in Note 16 to your financial
statements.

Item 8. Financial Statements

Consolidated Statement of Operations, page 4

2. We note your response to our prior comment 7, but do not believe that you fully
responded to our prior comment.  As previously requested, pleas e provide us with
your proposed disclosure to present sepa rately revenue and costs related to
franchisor-owned restaurants from reve nue and costs related to franchised
restaurants or disclose why it is not practicable to do so. The above presentation should separately disclose within cost related to franchised restaurants, cost
associated with administering and suppor ting the franchise operation, which based
on your response to our prior comment 7 is included within General and
Administrative expenses.  If you are not ab le to determine the cost specifically
related to franchised restaurants, please  state this in your response and in your
future disclosure.  Also if there were  significant changes in franchisor-owned
outlets or franchised outl ets during the year, please di sclose the number of (a)
franchises sold, (b) franchises purchased during the year, (c) franchised outlets in
operation, and (d) franchisor-owned outlets  in operation.  Additionally, we note
from your response to our prior comment 7 that the Company has cost obligations
related to earning the initial franchise fee revenue, which is not recognized until
these obligations are fulfilled.  Please tell us and revise to disclose the services
you have agreed to provide in connecti on with earning initia l franchise fees.
Refer to the requirements of pa ragraph 20 of SFAS No. 45.

Richard Bryant
Elephant & Castle Group, Inc.
August 24, 2005
Page 3

Note 6. Financing Structure, page 12

3. We note your response to our prior comment  number 13. Please revise the notes
to your financial statements to explain th e accounting treatment that has or will be
used for the acquisition of 699,354 common shares, and 487,196 preferred shares
in exchange for $215,000 and for the warrant to acquire an additional 5% of the
Company’s common and preferred shares  in exchange for $108,000. Your revised
disclosure should include a discussion of  the rationale for treatment the amounts
as deferred financing costs in  your financial statements.

Note 16. Difference Between Canadian and United States Generally Accepted
Accounting Principle (C anadian GAAP and USGAAP)
(b) Reconciliation of total assets, liabilities and shareholders’ equ ity (deficit), page 29
(c) Reconciliation of earnings (loss) reported in accordance  with Canadian GAAP and US
GAAP, page 30

4. We note your response to prior comment  number 20. Please explain in your
disclosures why the amounts in the line item entitled “convertible notes, debt
under US GAAP” in your reconciliations of  shareholders’ equity under Canadian
GAAP to US GAAP, do not agree to th e amounts reflected in the line item
“convertible notes, debt under US GAAP” in cluded in the reconciliation of long-
term debt under Canadian GAAP to th at under US GAAP. Please revise as
appropriate to explain the factor s responsible for the differences.

5. We note from your response to our prio r comment 21 that you are proposing to
restate your US GAAP rec onciliation of net income  to include a “gain on
exchange of junior notes, contri buted surplus under CDN GAAP” of $208,000
and “gains/losses on translation of conve rtible notes using period end rate for
USGAAP” in the amount of $1,180,000, (1,522,000), 773,000 and (431,000) for the years 2004, 2003, 2002 and 2001, respectivel y.  In this regard, along with
revising your filing to include  the disclosures as requi red by paragraph 37 of APB
No. 20, please fully and completely expl ain your calculation for each amount. As
your functional and reporti ng currency for 2003 and prio r years was the Canadian
dollar and in those respectiv e years you had Junior and Senior Notes denominated
in US dollars, we would expect a US GAA P reconciling item reflecting a foreign
currency transaction gain or loss to net income for 2003 and prior years as
required by paragraph 15 of SFAS No. 52.  Additionally, in 2004 when you changed your functional and re porting currency to the US dollar, we would expect
an amount which offsets the prior years accumulated foreign currency transaction
gains or losses to be reflected as a re conciling item in the 2004 net income US
GAAP reconciliation.  Please explain to us , within what line item in the net
income US GAAP reconciliation you have  included the aforementioned effects
and provide us with detail of the items comprising the respective line item.  Also,
the year over year
change  in the “Gain/ loss on transl ation of convertible notes…”

Richard Bryant
Elephant & Castle Group, Inc.
August 24, 2005
Page 4

line item in your reconciliati on of shareholders’ equity (deficit) under Canadian
GAAP to US GAAP in your response to our prior comment 20 does not reconcile
with the “Gain / loss on translation of  convertible notes…” line item in your
reconciliation of net income to US GAAP included in your response to our prior
comment 21.  Please provide us with a r econciliation of these amounts or revise
accordingly.  Furthermore, supplementall y prepare a statement of changes in
shareholders’ equity using balances determined under U.S. GAAP as a proof that
the US GAAP reconciliation balances .  We may have further comment upon
receipt of your response.

6. We note your response to our comment 22.  Reference is made to your US GAAP
cash flow – reconciling items.  Please revise your proposed amendment to your
Form 10-K to separately disclose all items under the caption “Operating items not
using cash” on a gross rather than net ba sis.  Refer to the guidance outlined in
paragraph 28 and 29 of SFAS No. 95.

7. We note your response to our comment 22 and your proposed amendment to your
Form 10-K related to (c) Shareholder’s Equ ity (Deficit) US GAAP.  We note that
the amount under the caption “Net In come (Loss)-US” of $10,000 does not
reconcile with the net income (lo ss) US GAAP amount of $218,000 in your
response to our comment 21.  Please revise to correct this error.

Other

8. As requested in our letter dated April 13, 2005 under the caption “Other”, please
provide, in writing, a statement fr om 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 resp ect to the filing; and
‚ the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

Amendment No.1 to Form 10-K for the Fiscal Year Ended December 26, 2004

Item 9A. Controls and Procedures, page 3

9. We note from your disclosure that you have concluded that your disclosure
controls and procedures were effective.  Based on your response letter dated May
12, 2005, in which you  propose several adjustments to the U.S. GAAP
reconciliations included in your Form  10-K for the period ended December 26,

Richard Bryant
Elephant & Castle Group, Inc.
August 24, 2005
Page 5

2004, it would appear that at December 26, 2004 your disclosure controls and
procedures over financial reporting may be ineffective in certain areas. In this
regard, please provide us with a discussion of the critical factors considered that
resulted in your conclusion that your contro ls in this area are effective. We may
have further comment upon receipt of your response.

Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005

Note 4. Impairment of Long-Lived Assets

10. Please tell us and clarify in the notes to your financial statements in future filings,
why the Company believes asset im pairment write-downs of $116,000 and
$48,000 will be required when the Compa ny closes its Victoria and Calgary
restaurants but that no impairment charge is required prior to  that time for US
GAAP purposes. We may have further co mment upon receipt of your response.

Form 10-Q for the quarterly period ended March 27, 2005
Form 10-Q for the quarterly period ended June 26, 2005

Note 7. Differences Between Canadian and United States Generally Accepted
Accounting Principles
(b)Reconciliation of income (l oss) reported in accordance with Canadian GAAP and US
GAAP

11. Based on the fact that your functional a nd reporting currency has been the U.S.
dollar since 2004, we would expect a US  GAAP reconciling item reflecting a
foreign currency transaction gain or lo ss to net income associated with the
Canadian dollar denominated debt from Cr own and the Series A preferred shares.
Please revise accordingly or explain why this  is not required.  See paragraph 15 of
SFAS No. 52 for guidance.

 As appropriate, please amend your filing and respond to these comments within
20 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

Richard Bryant
Elephant & Castle Group, Inc.
August 24, 2005
Page 6

You may contact Jeff Jaramillo at (202) 551-3212 or Linda Cvrkel, Branch Chief,
at (202) 551-3813 if you have questions rega rding comments on the financial statements
and related matters.  Please contact Max Webb, Assistant Direct or, at (202) 551-3755
with any other questions.

Sincerely,

        L i n d a  C v r k e l
Branch Chief

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