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   Filed by Automated Filing Services Inc. (604) 609-0244 - Elephant & Castle Group inc. - SEC Response Letter

 Elephant & Castle Group Inc.

  1190 Hornby Street

  Vancouver, B.C. Canada V6Z 2K5

May 12, 2005

 Ms. Linda Cvrkel

  Branch Chief

  United States Securities and Exchange Commission

  Division of Corporate Finance

  Washington, DC 20549-0510

Re:

Elephant & Castle Group Inc. (the “Company”)

File No. 001-12134

Form 10-K for the year ended December 26, 2004 (the “Form 10-K”)

Dear Ms. Cvrkel:

                  We
  are responding to your letter dated April 13, 2004, relating to the above-referenced
  filings. The comments contained in that letter and our responses are set forth
  below.

 ITEM 6. SELECTED FINANCIAL DATA

 SEC COMMENT:

    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.

 ELEPHANT & CASTLE’S RESPONSE:

 The Company intends to further amend its Form 10-K to include the following
  disclosure:

Five-Year Selected Data – Canadian GAAP

     2004

     2003

     2002

     2001

     2000

     Sales
     28,202

     26,725

     27,716

     30,235

     33,723

     Income (loss) from restaurant operations
     2,918

     2,740

     2,640

     3,041

     1,417

     Per share
     0.56

     0.53

     0.51

     0.78

     0.54

     Diluted per share
     0.37

     0.33

     0.33

     0.49

     0.33

     Earnings (loss) before income taxes
     (710
     )
     173

     (1,514
     )
     192

     (8,335
     )

     Per share
     (0.14
     )
     0.03

     (0.29
     )
     0.05

     (3.18
     )

     Diluted per share
     n/a

     0.02

     n/a

     0.03

     n/a

     Net income (loss)
     (888
     )
     228

     (1,344
     )
     192

     (7,956
     )

     Per share
     (0.17
     )
     0.04

     (0.26
     )
     0.05

     (3.04
     )

     Diluted per share
     n/a

     0.03

     n/a

     0.03

     n/a

     Total assets
     15,164

     10,677

     10,656

     13,043

     12,974

     Shareholders' equity (deficit)
     (2,642
     )
     2,470

     1,908

     3,421

     (1,945
     )

     Long term debt
     15,262

     4,622

     5,142

     6,012

     10,622

     Weighted average shares
     5,244,507

     5,163,271

     5,163,354

     3,890,000

     2,619,000

     Diluted weighted average shares
     7,802,309

     8,268,578

     8,085,848

     6,164,000

     4,251,021

 SEC COMMENT:

    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.

ELEPHANT & CASTLE’S RESPONSE:

The Company intends to further amend its Form 10-K to include the following disclosure:

 Five-Year Selected Data – United States GAAP

     2004

     2003

     2002

     2001

     2000

     Sales
     27,615

     26,270

     27,716

     30,235

     33,723

     Income (loss) from restaurant operations
     2,744

     2,677

     2,669

     2,967

     1,489

     Per share
     0.52

     0.52

     0.52

     0.76

     0.57

     Diluted per share
     0.35

     0.32

     0.33

     0.48

     0.35

     Earnings (loss) before income taxes
     396

     (1,743
     )
     (1,042
     )
     (470
     )
     (8,263
     )

     Per share
     0.08

     (0.34
     )
     (0.20
     )
     (0.12
     )
     (3.16
     )

     Diluted per share
     0.05

     n/a

     n/a

     n/a

     n/a

     Net income (loss)
     218

     (166
     )
     (1,645
     )
     (39
     )
     (7,885
     )

     Per share
     0.04

     (0.03
     )
     (0.32
     )
     (0.01
     )
     (3.01
     )

     Diluted per share
     0.03

     n/a

     n/a

     n/a

     n/a

     Total assets
     12,876

     10,046

     9,886

     12,058

     12,309

     Shareholders' equity (deficit)
     (3,020
     )
     (4,483
     )
     (3,130
     )
     (860
     )
     (1,875
     )

     Long term debt
     13,386

     10,920

     9,068

     9,739

     10,259

     Weighted average shares
     5,244,507

     5,163,271

     5,163,354

     3,890,000

     2,619,000

     Diluted weighted average shares
     7,802,309

     8,268,578

     8,085,848

     6,164,000

     4,251,021

Selected financial data - reconciliation from CDN GAAP to US GAAP

     2004

     2003

     2002

     2001

     2000

     Sales (CDN GAAP)
     28,202

     26,725

     27,716

     30,235

     33,723

     Less proportional share of San Fran JV
     (587
     )
     (455
     )
     0

     0

     0

     Sales (US GAAP)
     27,615

     26,270

     27,716

     30,235

     33,723

     Income (loss) from restaurant operations (CD N GAAP)
     2,918

     2,740

     2,640

     3,041

     1,417

     Amortization of improvement costs
     6

     (2
     )
     (6
     )
     (39
     )
     (41
     )

     Pre-opening costs expensed under US GAAP
     45

     (45
     )
     35

     (36
     )
     112

     Less proportional share of San Fran JV
     (26
     )
     (16
     )
     0

     0

     0

     Less asset impairment charge
     (199
     )
     0

     0

     0

     0

     Income (loss) from restaurant operations (US
      GAAP)
     2,744

     2,677

     2,669

     2,967

     1,489

     Earnings (loss) before income taxes (CDN GA AP)
     (710
     )
     173

     (1,514
     )
     192

     (8,335
     )

     Amortization of improvement costs
     6

     (2
     )
     (6
     )
     (39
     )
     (41
     )

     Pre-opening costs expensed under US GAAP
     45

     (45
     )
     35

     (36
     )
     112

     Dividend on paid-in capital, interest under US GAAP
     (333
     )
     (347
     )
     (330
     )
     (156
     )
     0

     Gain on exchange of junior notes,
     208

     0

     0

     0

     0

     contributedd surplus under CDN GAAP

     Gain/loss on translation of convertible notes,

     1,180

     (1,522
     )
     773

     (431
     )
     0

     using period end rate for US GAAP

     Earnings (loss) before income taxes (US G
      AAP)
     396

     (1,743
     )
     (1,042
     )
     (470
     )
     (8,263
     )

     Net income (loss) (CDN GAAP)
     (888
     )
     228

     (1,344
     )
     192

     (7,956
     )

     Amortization of improvement costs
     6

     (2
     )
     (6
     )
     (39
     )
     (41
     )

     Pre-opening costs expensed under US GAAP
     45

     (45
     )
     35

     (36
     )
     112

     Dividend on paid-in capital, interest under US (GAAP)
     (333
     )
     (347
     )
     (330
     )
     (156
     )
     0

     Gain on exchange of junior notes,
     208

     0

     0

     0

     0

     contributedd surplus under CDN GAAP

     Gain/loss on translation of convertible notes,

     1,180

     (1,522
     )
     773

     (431
     )
     0

     using period end rate for US GAAP

     Net income (loss) (US GAAP)
     218

     (1,688
     )
     (872
     )
     (470
     )
     (7,885
     )

Selected financial data - reconciliation from CDN GAAP to US GAAP

     2004

     2003

     2002

     2001

     2000

     Total assets (CDN GAAP)
     15,164

     10,677

     10,656

     13,043

     12,974

     Adjust for proportional share of assets in JV

     (34
     )
     (40
     )
     0

     0

     0

     Deferred financing costs
     (1,876
     )
     (162
     )
     (387
     )
     (606
     )
     (363
     )

     Amortization of improvement costs
     (378
     )
     (384
     )
     (382
     )
     (343
     )
     (302
     )

     Pre-opening costs expensed under US GAAP
     0

     (45
     )
     (1
     )
     (36
     )
     0

     Total assets (US GAAP)
     12,876

     10,046

     9,886

     12,058

     12,309

     Shareholders' equity (deficit) (CDN GAAP)

     (2,642
     )
     2,470

     1,908

     3,421

     (1,945
     )

     Convertible notes, debt under US GAAP
     0

     (5,516
     )
     (4,655
     )
     (3,902
     )
     0

     Amortization of improvement costs
     (378
     )
     (384
     )
     (382
     )
     (343
     )
     (302
     )

     Pre-opening costs expensed under US GAAP
     0

     (45
     )
     (1
     )
     (36
     )
     0

     Gain/loss on translation of convertible notes,

     0

     (1,008
     )
     342

     (431
     )
     0

     using period end rate for US GAAP

     Shareholders' equity (deficit) (US GAAP)

     (3,020
     )
     (4,483
     )
     (2,788
     )
     (1,290
     )
     (2,246
     )

     Long term debt (CDN GAAP)
     15,262

     4,622

     5,142

     6,012

     10,622

     Convertible notes, debt under US GAAP
     0

     6,524

     4,313

     4,333

     0

     Deferred financing costs
     (1,876
     )
     (162
     )
     (387
     )
     (606
     )
     (363
     )

     Long term debt (US GAAP)
     13,386

     10,984

     9,068

     9,739

     10,259

 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 SEC COMMENT:

    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 selection); 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.

 ELEPHANT & CASTLE’S RESPONSE:

In future filings, the Company will include an overview section in its MD&A that provides (i) economic or industry-wide factors relevant to the Company, (ii) information about how the Company earns revenue and income and generates cash, (iii)
information about the Company’s locations and principle products and services, and (iv) insight regarding known trends and uncertainties and how the Company intends to address such trends and uncertainties.

 SEC COMMENT:

     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 ad 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 materials 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
      operation 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.

 ELEPHANT & CASTLE’S RESPONSE:

In future filings, the Company will include a section in its MD&A that discusses its critical accounting policies that will include, but not be limited to, impairment of long-lived assets and its valuation allowance for the deferred tax assets,
and will address material implications and uncertainties associated with the methods, assumptions and estimates underlying such critical accounting measures.

 SEC COMMENT:

    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.

 ELEPHANT & CASTLE’S RESPONSE:

The Company intends to further amend its Form 10-K to include the following disclosure:

 Tabular disclosure of contractual obligations

     US$000

     Payments due by period

     Less than
     1to 3
     3 to 5
     More than

     Contractual obligations
     Total
     1 year
     years
     years
     5 years

     Long-term debt obligations
     15,236
     0
     1,364
     13,871
     1

     Capital (finance) lease obligations
     27
     19
     8
     0
     0

     Operating lease obligations
     9,962
     1,722
     4,329
     1,865
     2,046

     Purchase obligations
     96
     96

     Other long-term obligations
     9

     9

     Total contractual obligations
     25,330
     1,837
     5,701
     15,745
     2,047

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK

 SEC COMMENT:

    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.

 ELEPHANT & CASTLE’S RESPONSE:

The Company intends to further amend its Form 10-K to include the following disclosure:

Market risk represents the risk of loss that may impact the Company’s financial position due to adverse changes in financial market prices and rates. The Company’s market risk exposure is primarily a result of fluctuations in foreign
currency exchange risks. The Company’s borrowings are at fixed interest rates, so the Company is not significantly exposed to changes in interest rates.

Market Risk – Foreign Exchange

The Company’s functional and reporting currency is US dollars. The Company generates approximately CDN $2,400,000 of operating cash flow from its Canadian restaurants each year. These cash flows are generated in Canadian dollars.
Offsetting this, the Company incurs approximately CDN $2,700,000 of general and administrative expenses, and approximately CDN $600,000 interest on long-term debt in Canadian dollars.

The Company’s reported earnings are, therefore, subject to exchange rate fluctuations on the approximately CDN $900,000 net loss from Canadian dollar sources each year.

Also, the Company’s reported earnings include gains/losses on foreign exchange, which largely reflect revaluation of the Company’s approximately CDN $13,000,000 of long term debt.

Sensitivity