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: 1-13226

PHOENIX RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)

1210 Briarville Road, Madison, TN 37115; (615) 277-1234

(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Common Stock, $0.10 par value
(Title of each class of securities covered by this Form)

Title of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains: None.

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

Approximate number of holders of record as of the certification or
notice date: 167
Approximate number of holders of record as of the beginning of the
Registrant's 2001 fiscal year: 163

Pursuant to the requirements of the Securities Exchange Act of 1934, Phoenix Restaurant Group, Inc. has caused this Certificate and Notice to be signed on its behalf by the undersigned duly authorized person.

Dated: November 20, 2001

PHOENIX RESTAURANT GROUP, INC. 

By:/s/ Jeffrey M. Pate
   -----------------------------------------
   Jeffrey M. Pate, Chief Financial Officer,
   Secretary and Senior Vice President