HOULIHANS RESTAURANT GROUP INC
15-15D, 1997-05-13
EATING PLACES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number 33-66392


                        Houlihan's Restaurant Group, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Two Brush Creek Boulevard, Kansas City, Missouri 64112 (816) 756-2200
- --------------------------------------------------------------------------------
(Address,  including zip code,  and telephone  number,  including  area code, of
                   registrant's principal executive offices)

                          Common Stock, $0.01 par value
                        Warrants to Purchase Common Stock
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
- --------------------------------------------------------------------------------
 (Titles of all other  classes of  securities  for which a duty to file  reports
                     under section 13(a) or 15(d) remains)

     Please  place  an X in the  box(es)  to  designate,  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

   Rule 12g-4(a)(1)(i)       | |               Rule 12h-3(b)(1)(i)       |X|
   Rule 12g-4(a)(1)(ii)      | |               Rule 12h-3(b)(1)(ii)      | |
   Rule 12g-4(a)(2)(i)       | |               Rule 12h-3(b)(2)(i)       | |
   Rule 12g-4(a)(2)(ii)      | |               Rule 12h-3(b)(2)(ii)      | |
                                               Rule 15d-6                |X|

     Approximate  number of holders of record as of the  certification or notice
date: less than 50

     Pursuant  to  the  requirements  of the  Securities  Exchange  Act of  1934
Houlihan's  Restaurant  Group, Inc. has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

Date:             May 13, 1997        By:      /s/ Frederick R. Hipp
      ------------------------------       -------------------------------------
                                           Frederick R. Hipp
                                           President/Chief Executive Officer



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